Deferred Compensation Plan - Nike Inc.

                                NIKE, INC. 
                        DEFERRED COMPENSATION PLAN
        (as Amended and Restated Effective as of January 1, 2000) 

This Plan is amended and restated effective as of January 1, 2000 by 
NIKE, Inc. (the "Company"), acting on behalf of itself and its 
designated  subsidiaries.  Throughout, the term "Company" shall include 
wherever relevant any entity that is directly or indirectly controlled 
by the Company or any entity in which the Company has a significant 
equity or investment interest, as determined by the Company.
                                 RECITALS
1.   The Company adopted the Supplemental Executive Savings Plan 
effective February 1, 1994 (the "SESP").  The SESP was adopted to 
provide an opportunity for eligible employees to set aside additional 
amounts for retirement on a tax deferred basis and to provide a 
limited make-up of profit sharing contributions lost as a result of 
the limit on compensation under Section 401(a)(17) of the Internal 
Revenue Code of 1986 (the "Code") under the Company's 401(k) Savings 
and Profit Sharing Plan for employees of NIKE, Inc. (the "Profit 
Sharing Plan").  The SESP is a nonqualified deferred compensation 
plan for the benefit of a select group of management or 
highly-compensated employees of the Company.
2.   The Company adopted the Supplemental Executive Profit Sharing 
Plan effective as of June 1, 1995 (the "SEPSP") to expand the make-up 
of profit sharing contributions lost under the Profit Sharing Plan and 
to separate the restoration provisions from the elective deferral 
provisions of the SESP.
3.   Effective as of January 1, 1998, the Company combined the SEPSP 
and the SESP and made certain other changes.  The resulting plan was 
renamed the NIKE, Inc. Deferred Compensation Plan (the "Plan").  The 
Company now wishes to again amend and restate the Plan, effective as 
of January 1, 2000.
4.   Under the Plan, the Company is obligated to pay vested accrued 
benefits to Plan Participants and their Beneficiary or Beneficiaries 
from the Company's general assets.
5.   In connection with the Plan, the Company is party to an 
agreement (the "Trust Agreement") with Northern Trust Company as 
trustee (the "Trustee") under an irrevocable trust (the "Trust").
6.   The Company intends to make contributions to the Trust so that 
such contributions will be held by the Trustee and invested, reinvested 
and distributed, all in accordance with the provisions of this Plan and 
the Trust Agreement.
7.   The Company intends that amounts contributed to the Trust and 
the earnings thereon shall be used by the Trustee if necessary to 
satisfy the liabilities of the Company under the Plan with respect to 
each Plan participant for whom an Account has been established and 
such utilization shall be in accordance with the procedures set forth 
herein.
8.   The Company intends that the Trust be a "grantor trust" with 
the principal and income of the Trust treated as assets and income of 
the Company for federal and state income tax purposes.
9.   The Company intends that the assets of the Trust shall at all 
times be subject to the claims of the general creditors of the Company 
as provided in the Trust Agreement.
10.   The Company intends that the existence of the Trust shall not 
alter the characterization of the Plan as "unfunded" for purposes of 
the Employee Retirement Income Security Act of 1974, as amended 
("ERISA"), and shall not be construed to provide income to Plan 
participants under the Plan prior to actual payment of the vested 
accrued benefits thereunder.
NOW THEREFORE, the Company does hereby adopt this amended and 
restated Plan as follows and does also hereby agree that the Plan shall 
be structured, held and disposed of as follows:


                                ARTICLE I

                          TITLE AND DEFINITIONS

    1.1   Title

          This Plan shall be known as the NIKE, Inc. Deferred 
Compensation Plan.

    1.2   Definitions

          Whenever the following words and phrases are used in this Plan, 
with the first letter capitalized, they shall have the meanings specified 
below.

          "Account" means for each Participant the bookkeeping account 
maintained by the Committee that is credited with amounts equal to (1) 
the portion of the Participant's Salary that he or she elects to defer, 
(2) the portion of the Participant's Bonus that he or she elects to 
defer, (3) the portion of the Participant's Commissions that he or she 
elects to defer, (4) the portion of the Participant's Fees that he or she 
elects to defer, (5) Company contributions, if any, made to the Plan for 
the Participant's benefit, and (6) adjustments to reflect deemed earnings 
pursuant to Section 4.1(d).

          "Actuarial Equivalent" means the actuarial present value 
determined by the actuary appointed by the Company, in accordance with 
generally accepted actuarial principles, with a discount for mortality 
using the 1983 Group Annuity Mortality Table and a discount for interest at 
the 30-year Treasury rate for July 1999 (5.98%).

          "Beneficiary" or "Beneficiaries" means the beneficiary last 
designated in writing by a Participant in accordance with procedures 
established by the Committee to receive the benefits specified hereunder 
in the event of the Participant's death.  No Beneficiary designation 
shall become effective until it is filed with the Committee during the 
Participant's lifetime.

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

          "Bonus" means any cash-based incentive compensation (other than 
Commissions) that is payable to a Participant in addition to the 
Participant's Salary.

          "Change of Control" means any of the following:

          (a)   The purchase or other acquisition by any person, entity 
or group of persons, within the  meaning of Section 13(d) or 14(d) of the 
Securities Exchange Act of 1934, as amended (the "Act"), or any 
comparable successor provisions, of beneficial ownership (within the 
meaning of Rule 13d-3 promulgated under the Act) of forty percent or more 
of either the outstanding shares of Class A and Class B common stock or 
the combined voting power of the Company's then outstanding voting 
securities entitled to vote generally;

          (b)   The approval by the stockholders of the Company of a 
reorganization, merger, or consolidation with respect to which persons 
who were stockholders of the Company immediately prior to such 
reorganization, merger or consolidation do not, immediately thereafter, 
own more than fifty percent of the combined voting power entitled to vote 
generally in the election of directors of the reorganized, merged or 
consolidated Company's then-outstanding securities; 

          (c)   A liquidation or dissolution of the Company; or

          (d)  A sale of all or substantially all of the Company's 
assets.

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

          "Commissions" mean any cash-based commission compensation 
payable to a Participant.

          "Committee" means the Committee appointed by the Board to 
administer the Plan in accordance with Article VIII.  Unless specified 
otherwise by the Board, the "Committee" shall mean the Retirement 
Committee established under the Profit Sharing Plan.

          "Company" means NIKE, Inc., any successor corporation and any 
entity that is directly or indirectly controlled by the Company or any 
entity in which the Company has a significant equity or investment 
interest, as determined by the Company.

          "Company Stock" means NIKE, Inc. Class B Common stock.

          "Compensation" means the Bonus, Commissions, Fees and Salary 
that the Participant earns for services rendered to the Company.

          "Consultant" means any person, including an advisor but 
excluding Directors, engaged by the Company to render services to the 
Company and designated by the Committee as eligible to participate in the 
Plan.

          "Director" means a non-employee member of the Board.

          "Director's 1999 Transition Retirement Benefit" means the 
Actuarial Equivalent of the Director's Retirement Annuity as determined on 
September 1, 1999, divided by the fair market value of Company stock on 
September 1, 1999, and stated in units representing shares of Company 
Stock.

          "Director's Retirement Annuity" means the projected annual 
retirement benefit payable to a Retired Director in the amount of eighteen 
thousand dollars ($18,000), reduced proportionately for each year of 
service completed as a Director less than ten (but with no benefit if five 
or fewer years of service).

          "Disability" means a Participant's long-term disability as 
defined in the Company's long-term disability plan for employees.

          "Distributable Amount" means the amount credited to a 
Participant's Account.

          "Distribution Event" means, with respect to each Participant, 
the Participant's termination of Service for any reason, including 
Retirement, death or Disability, or, if specified by the Participant, a 
specific date.  A Participant's Distribution Event election shall be made 
in writing at such time, on such form and subject to such terms and 
conditions as the Committee may specify.

          "Eligible Employee" means any Employee who is designated in 
writing as eligible to participate in the Plan by the Committee from 
among a select group of management or highly-compensated Employees of the 
Company.

          "Employee" means a common law employee of the Company 
performing services regularly in the United States or, if not performing 
services regularly in the United States, a common law employee of the 
Company who is on U.S. payroll and participating in a Company-sponsored 
Global Transfer Program.

          "Fees" means, (i) in the case of non-employee members of the 
Board, annual cash fees paid by the Company, including retainer fees, 
committee fees and meeting fees, paid by the Company as compensation for 
serving on the Board, and (ii) in the case of any other non-employee 
service provider, the cash fees paid to such individual for services 
rendered to the Company.

          "Fund" or "Funds" means one or more of the investment funds 
selected by the Committee pursuant to Section 3.3.

          "Initial Election Period" means the 30-day period following the 
Eligible Employee's date of hire (or appointment to the Board or 
commencement of services as a Consultant, as applicable) or, if later, 
upon first becoming an Eligible Employee, Director or Consultant.

          "Investment Return" means, for each Fund, an amount equal to 
the pre-tax rate of gain or loss on the assets of such Fund (net of 
applicable fund and investment charges) during each valuation period, but 
not less frequently than monthly.

          "Participant" means any Consultant, Director or Eligible 
Employee who elects to defer Compensation in accordance with Section 3.1.

          "Payment Commencement Date" means (i) in the case of a 
Participant's Retirement, on or before January 31 following the Plan Year 
of the Participant's Retirement, (ii) in the case of any other 
Distribution Event, as soon as administratively possible thereafter.

          "Plan" means the NIKE, Inc. Deferred Compensation Plan set 
forth herein, now in effect, or as amended from time to time.

          "Plan Year" means the calendar year.

          "Predecessor Plans" means the NIKE, Inc. Supplemental Executive 
Savings Plan and the NIKE, Inc. Supplemental Executive Profit Sharing 
Plan.

          "Profit Sharing Plan" means the 401(k) Savings and Profit 
Sharing Plan for Employees of NIKE, Inc.

          "Retired Director" or "Director's Retirement" means the cessation 
of a Director's services on the Board on or after age 65 with ten (10) 
years of service, but no later than age 72 if the Director commenced 
service as a Director after the Company's 1993 fiscal year.

          "Retirement" means the Participant's resignation if at the time 
thereof the Participant has completed at least five Years of Service with 
the Company.  For this purpose, "Years of Service" are measured based on 
credited years of vesting service under the Profit Sharing Plan.

          "Salary" means the Employee's base salary for the Plan Year.  
Salary excludes any other form of compensation such as  restricted stock, 
proceeds from stock options or stock appreciation rights, severance 
payments, moving expenses, car or other special allowance, adjustments 
for overseas employment other than the 12.5% transfer premium, or any 
other amounts included in an Eligible Employee's taxable income that is 
not compensation for services.  Deferral elections shall be computed 
before taking into account any reduction in taxable income by salary 
reduction under Code Sections 125 or 401(k), or under this Plan.

          "Service" means service with the Company as an Employee, 
Director or Consultant.

                               ARTICLE II

                              PARTICIPATION

    2.1   Participation

          An Eligible Employee, Director or Consultant shall become a 
Participant in the Plan by electing to defer a portion of his or her 
Compensation in accordance with Section 3.1.


                                ARTICLE III

                           DEFERRAL ELECTIONS

    3.1   Elections to Defer Compensation


          (a)   Initial Election Period.  Each Eligible Employee,
Director or Consultant may elect to defer Compensation by filing an 
election with the Committee that conforms to the requirements of this 
Section 3.1, on a form provided by the Committee, no later than the last 
day of his or her Initial Election Period.  Deferral Elections filed with 
respect to the 1998 Plan Year shall supersede any and all prior deferral 
elections made in connection with the Predecessor Plans.

          (b)   General Rule.  The amount of Compensation that an 
Eligible Employee, Director or Consultant may elect to defer is as 
follows:

                (1)   Any whole percentage of Salary up to 100%;

                (2)   Any whole percentage of Bonus up to 100%;

                (3)   Any whole percentage of Commissions up to 100%; 
                (4)   Any whole percentage of Fees up to 100%;
provided, however, that no election shall be effective to reduce the 
Compensation paid to an Eligible Employee to an amount that is less than 
the amount necessary to pay applicable employment taxes (e.g., FICA, 
hospital insurance) payable with respect to amounts deferred hereunder, 
amounts necessary to satisfy any other benefit plan withholding 
obligations, any resulting income taxes payable with respect to 
Compensation that cannot be so deferred, and any amounts necessary to 
satisfy any wage garnishment or similar type obligations.

          (c)   Minimum Deferrals.  For each full Plan Year during which 
the Eligible Employee is a Participant, the minimum dollar amount that 
may be deferred under this Section 3.1 is $5,000 ($1,000 in the case of 
Directors and Consultants).

          (d)   Effect of Initial Election.  An election to defer Salary, 
Commissions or Fees made during an Initial Election Period shall be 
effective as to Salary and Commissions earned beginning with the first 
pay period beginning after the Initial Election Period.  Employees who 
first became Eligible Employees during a Plan Year may make an election 
to defer Bonuses payable in subsequent Plan Years by making deferral 
elections in accordance with subsections 3.1(e) and (f).

          (e) Duration of Deferral Election.  A Compensation deferral 
election made under paragraph (a) or paragraph (f) of this Section 3.1 
shall remain in effect, notwithstanding any change in the Participant's 
Compensation until modified or terminated as provided herein.  A 
Participant may irrevocably elect at any time to reduce the percentage to 
be deferred from Salary or Fees earned in the remainder of the Plan Year 
to zero.  Subject to the minimum deferral requirement of subsection (c) 
of this Section, the percentage of Salary, Commissions and Fees 
designated by the Participant for deferral may be modified by filing a 
new election, in accordance with the terms of this Section, with the 
Committee not later than December 15 of the year immediately preceding 
the beginning of the Plan Year for which the election shall be in effect.  
A Participant's deferral election shall terminate with respect to future 
Compensation upon the Participant ceasing to be an Eligible Employee, 
Director or Consultant. 

          (f)  Elections Other Than Elections During the Initial Election 
Period.  Any Eligible Employee, Director or Consultant who fails to elect 
to defer Compensation during his or her Initial Election Period may 
subsequently become a Participant by filing an election, on a form 
provided by the Committee, to defer Compensation as described in 
paragraph (b) above.  An election to defer Compensation must be filed no 
later than December 15 (or such earlier date as the Committee may 
establish) and will be effective for Salary, Commissions and Fees earned 
beginning with the first pay period beginning on and after the beginning 
of the next succeeding Plan Year and any Bonus payable in the next 
succeeding Plan Year.

          (g)  Director's 1999 Transition Election.  Any Director as of 
September 1, 1999, shall have made an election on or before September 24, 
1999, to either remain eligible for the Director's Retirement Annuity or 
elect to convert such annuity to the Director's 1999 Transition 
Retirement Benefit, in either case such benefit not payable until the 
Director's Retirement.  In the event an electing Director converted the 
Director's Retirement Annuity, such election shall be irrevocable and 
paid as provided herein.

    3.2   Company Contributions


          (a)  Eligibility. An Eligible Employee who qualifies for a 
contribution for a Plan Year under the Profit Sharing Plan shall be 
eligible for a Company contribution under this Plan for such Plan Year if 
they either (i) make a Deferral Election under 3.1 for the Plan Year, or 
(ii) receive compensation under the Profit Sharing Plan exceeding the 
Internal Revenue Code Section 401(a)(17) limit of $150,000 (as indexed) 
for its Plan Year, or both.

          (b)  Company Contribution. An Eligible Employee who is eligible 
under subsection 3.2(a) shall be credited with a "Restoration Amount" for 
each Plan Year.  "Restoration Amount" means the amount by which the 
Eligible Employee's allocated share of the "Profit Sharing Contribution" 
(as defined in the Profit Sharing Plan) for the corresponding Profit 
Sharing Plan Year (ending with or within the Plan Year) would be higher 
if calculated on the basis of Compensation as defined under this Plan and 
determined (i) before any reduction for deferral of compensation under 
this Plan, and (ii) without regard to the Internal Revenue Code Section 
401(a)(17) limit).".

          (c)  Discretionary Company Contributions.  In addition to 
Company contributions in accordance with Section 3.2(b), the Company may, 
in its sole discretion, make discretionary contributions to the Accounts 
of one or more Participants at such times and in such amounts as the 
Board or the Committee may determine.

          (d)  Director's Retirement Contribution.  In addition to any 
Company contributions made in accordance with 3.2 (a)-(c), the Company 
shall credit to the Accounts of any electing Director the number of 
shares of Company Stock equivalent to the electing Director's 1999 
Transition Retirement Benefit.  The Company may contribute such shares 
corresponding to the total of all electing Director's benefits, at such 
time and in such amount as the Board or the Committee may determine, 

provided that any shares so contributed shall remain in the name of the 
Company (or any trust established by the Company for this purpose), and 
shall be its sole property in which no electing Director shall have any 
interest.

    3.3   Investment Elections.


          (a)  Hypothetical Investment Funds.  The Committee may, in its 
discretion, provide each Participant with a list of investment Funds 
available for hypothetical investment, and the Participant may designate, 
in a manner specified by the Committee, one or more Funds that his or her 
Account will be deemed to be invested in for purposes of determining the 
amount of earnings to be credited to that Account.  The Committee may, 
from time to time, in its sole discretion select a commercially available 
fund to constitute the Fund actually selected.  The Investment Return of 
each such commercially available fund shall be used to determine the 
amount of earnings to be credited to Participants' Accounts under Section 
4.1(d).

               (1) Deemed Investment Elections. In making the designation 
pursuant to this Section 3.3, the Participant may specify that all or any 
1% multiple of his or her Account be deemed to be invested in one or more 
of the Funds offered by the Committee.  Subject to such limitations and 
conditions as the Committee may specify, a Participant may change the 
designation made under this Section 3.3 in such manner and at such time 
or times as the Committee shall specify.  If a Participants fails to 
elect a Fund under this Section 3.3, or if the Committee shall not 
provide Participants with a list of Funds pursuant to this Section 3.3, 
the Participant shall be deemed to have elected a money market fund.

               (2) No Company Obligation.  The Company may, but need not, 
acquire investments corresponding to those designated by the Participants 
hereunder, and it is not under any obligation to maintain any investment 
it may make.  Any such investments, if made, shall be in the name of the 
Company, and shall be its sole property in which no Participant shall 
have any interest.

        (b)   Director's Plan Investments. In addition to any hypothetical 
investment Fund elections the Director may make with respect to amounts 
deferred under 3.1, the following shall apply to a Director's Plan Account:

              (1) 1999 Transition Retirement Plan Subaccount.  The entirety 
of an electing Director's 1999 Transition Retirement Benefit shall be 
maintained in a separate subaccount, reflecting the number of shares of 
Company Stock in which the electing Director is vested and entitled to 
under the Plan as his or her 1999 Transition Retirement Benefit.  The 
balance in such subaccount shall be expressed in units (denominated in 
shares of Company Stock).  The number of units reflected in an electing 
Director's 1999 Transition Retirement Benefit subaccount shall be 
appropriately adjusted periodically to reflect any dividend, split, split-
up or any combination or exchange, however, accomplished, with respect to 
the shares of Company Stock represented by such units.


                              ARTICLE IV

                               ACCOUNTS

    4.1   Participant Accounts.


          The Committee shall establish and maintain an Account for each 
Participant under the Plan.  Each Participant's Account may be further 
divided into separate subaccounts ("investment fund subaccounts"), 
corresponding to investment Funds elected by the Participant pursuant to 
Section 3.3 or as otherwise determined by the Committee to be necessary 
or appropriate for proper Plan administration.  A Participant's Account 
shall be credited as follows:

          (a)  As soon as practicable following the end of each 
applicable pay period, the Committee shall credit the investment fund 
subaccounts of the Participant's Account with an amount equal to Salary, 
Commissions or Fees deferred by the Participant during each pay period in 
accordance with the Participant's election; that is, the portion of the 
Participant's deferred Salary, Commissions or Fees that the Participant 
has elected to be deemed to be invested in a certain type of investment 
Fund shall be credited to the investment fund subaccount corresponding to 
that investment Fund.

          (b)  As soon as practicable after each Bonus or partial Bonus 
would have been paid, the Committee shall credit the investment fund 
subaccounts of the Participant's Account with an amount equal to the 
portion of the Bonus deferred by the Participant's election; that is, the 
portion of the Participant's deferred Bonus that the Participant has 
elected to be deemed to be invested in a certain type of investment Fund 
shall be credited to the investment fund subaccount corresponding to that 
investment Fund.

          (c)  As soon as practicable after the last day of the Plan Year 
or such earlier time or times as the Committee may determine, the 
Committee shall credit the investment fund subaccounts of the 
Participant's Account with an amount equal to the portion, if any, of any 
Company contribution made to or for the Participant's benefit in 
accordance with Section 3.2; that is, the portion of the Participant's 
Company contribution, if any, that the Participant has elected to be 
deemed to be invested in a certain type of investment Fund shall be 
credited to the investment fund subaccount corresponding to that 
investment Fund.

          (d)  At such time or times as the Committee may determine, but 
not less frequently than monthly, each investment fund subaccount of a 
Participant's Account shall be credited with earnings in an amount equal 
to that determined by multiplying the balance credited to such investment 
fund subaccount as of the last day of the preceding valuation period by 
the Investment Return for the corresponding Fund selected by the Company.


                               ARTICLE V

                                VESTING

    5.1   Account.


          (a)  Compensation Deferrals.  A Participant's Account 
attributable to Compensation deferred by a Participant pursuant to the 
terms of this Plan, together with any amounts credited to the 
Participant's Account under Section 4.1(d) with respect to such 
deferrals, shall be 100% vested at all times.

          (b)  Company Contributions.  Unless specified otherwise by the 
Board or the Committee, the value of a Participant's Account attributable 
to any Company contributions pursuant to Section 3.2, together with any 
amounts credited to the Participant's Account under Section 4.1(d) with 
respect to such amounts, shall be vested in the same proportion as the 
Participant's account in the Profit Sharing Plan.

          (c)  Director's 1999 Transition Retirement Plan Investments.  
An electing Director's 1999 Transition Retirement Benefit, together with 
any earnings thereon, shall be 100% vested at all times.

                                ARTICLE VI

                              GENERAL DUTIES

    6.1   Trustee Duties.


          The Trustee shall manage, invest and reinvest the Trust Fund as 
provided in the Trust Agreement.  The Trustee shall collect the income on 
the Trust Fund, and make distributions therefrom, all as provided in this 
Plan and in the Trust Agreement.

    6.2   Company Contributions.


          While the Plan remains in effect, the Company shall make 
contributions to the Trust Fund at least once each quarter.  As soon as 
practicable after the close of each Plan quarter, the Company shall make 
an additional contribution to the Trust Fund to the extent that previous 
contributions to the Trust Fund for the current Plan quarter are  less 
than the total of the Compensation deferrals made by each Participant 
plus Company contributions, if any, accrued as of the close of the 
current Plan quarter.  The Trustee shall not be liable for any failure by 
the Company to provide contributions sufficient to pay all accrued 
benefits under the Plan in accordance with the terms of this Plan.

    6.3   Department of Labor Determination.


          In the event that any Participants are found to be ineligible, 
that is, not members of a select group of management or highly 
compensated employees, according to a determination made by the 
Department of Labor, the Committee shall take whatever steps it deems 
necessary, in its sole discretion, to equitably protect the interests of 
the affected Participants.


                              ARTICLE VII

                             DISTRIBUTIONS

    7.1   Distribution of Deferred Compensation:  Termination of Service

          (a) Retirement; Disability; Death.  In the event a 
Participant's Service terminates as a result of Retirement, long-term 
disability (as defined in the Company's long-term disability plan for 
employees) or death, and provided further that such Participant does not 
return to Service prior to the Payment Commencement Date, the 
Participant's Distributable Amount shall be paid to the Participant (and 
after his or her death to his or her Beneficiary) in substantially equal 
quarterly installments over 15 years beginning on his or her Payment 
Commencement Date.  Notwithstanding the foregoing, a Participant may, in 
lieu of quarterly installments over 15 years, elect a cash lump sum 
payment or quarterly installments over five or 10 years by filing an 
election with the Committee within 30 days of the date he or she first 
becomes a Participant.

          A Participant may change his or her form of distribution under 
this subsection 7.1(a) provided that his or her change is filed with the 
Committee at least one year prior to his or her Payment Commencement 
Date; otherwise, the most recent distribution election made by the 
Participant one (1) or more years prior to the Payment Commencement Date 
shall govern.

          Notwithstanding the foregoing, if the Participant's 
Distributable Amount is $25,000 or less, the Distributable Amount shall 
automatically be distributed in the form of a cash lump sum on the 
Participant's Payment Commencement Date.  If the Participant's 
Distributable Amount is paid in installments, the Participant's Account 
shall continue to be credited monthly with earnings pursuant to Section 
4.1(d) of the Plan and the installment amount shall be adjusted annually 
to reflect gains and losses until all amounts credited to his or her 
Account under the Plan have been distributed.

          Amounts payable pursuant to this subsection 7.1(a) shall be 
subject to the limitation on payout under Section 7.5.

          (b)   Other Termination.  In the case of a Participant whose 
Service with the Company terminates for any reason other then Retirement, 
long-term disability of death, the Participant's Distributable Amount 
shall be paid to the Participant in the form of a cash lump sum on the 
Participant's Payment Commencement Date, provided that no such 
distribution shall occur in the event the Participant returns to Service 
prior to the Payment Commencement Date.

          (c)   Death While Receiving Benefits.  If the Participant is in 
pay status at the time of death, the Beneficiary shall be paid the 
remaining quarterly installments as they come due.

          (d)   Director's 1999 Transition Retirement Plan Distribution.  
Notwithstanding the foregoing distribution provisions with respect to a 
Participant's other Accounts, an electing Director's 1999 Transition 
Retirement Benefit and Company Stock subaccounts, shall be paid to such 
Director (or his or her designated beneficiary) in a single lump sum 
distribution upon the Director's Retirement, long-term disability or death.  
Distributions of such subaccounts shall be made in shares of  Company

    7.2   Scheduled and Unscheduled Withdrawals.


(a)   Scheduled Withdrawals.  A Participant may, in connection 
with his or her Compensation deferral election for a Plan Year, specify a 
withdrawal (a "Scheduled Withdrawal") of all of his or her Account 
attributable to Compensation deferred for such Plan Year, including any
amounts credited with respect to such deferrals pursuant to Section 
4.1(d), subject to the following restrictions:

                (1)  A Participant's Scheduled Withdrawal election must 
specify a Scheduled Withdrawal date that is at least three years from the 
date the election is received by the Company.

                (2)  The election to take a Scheduled Withdrawal shall be 
made by filing a form provided by and filed with the Committee.

                (3)  The amount payable to a Participant in connection 
with a Scheduled Withdrawal shall in all cases be 100% of the 
Compensation deferred for the Plan Year with respect to which the 
election applies, together with any earnings credited to such amount 
pursuant to Section 4.1(d), determined as of the end of the calendar 
month as of or preceding the month of the Scheduled Withdrawal date, 
provided that no portion of the of the Participant's Account attributable 
to Company contributions pursuant to Section 3.2, if any, shall be 
eligible for Scheduled Withdrawal.

                (4)  A Participant may, at least one year prior to a 
Scheduled Withdrawal date, revoke his or her Scheduled Withdrawal 
election in favor of a later Scheduled Withdrawal date that is at least 
one year later, provided that a Participant may not postpone a Scheduled 
Withdrawal more than twice. 

                (5)  Subject to Section 7.5, payment of a Scheduled 
Withdrawal shall be made in a single lump sum as soon as practicable 
after the Scheduled Withdrawal date.

                 (6)  A Participant's Scheduled Withdrawal election shall 
become void and of no effect upon termination of the Participant's 
employment with the Company for any reason before the Participant's 
scheduled withdrawal date.  In such event, the distribution provisions of 
Section 7.1 shall apply.

          (b)   Unscheduled Withdrawals.  Participants may request to 
withdraw amounts from their Accounts attributable to Compensation 
deferrals prior to termination of Service (an "Unscheduled Withdrawal").  
Upon receiving an Unscheduled Withdrawal request, the Committee shall 
determine, in its discretion as applied in a uniform and 
nondiscriminating manner, whether to permit any such Unscheduled 
Withdrawal and the amount, if any, to be withdrawn, subject to the 
following restrictions:

                (1)  The election to take an Unscheduled Withdrawal shall 
be made by filing a form provided by and filed with the Committee.

                (2)  The amount payable to a Participant in connection 
with an Unscheduled Withdrawal shall in all cases equal 90% of the amount 
requested by the Participant or, if lesser, 90% of the Unscheduled 
Withdrawal amount approved by the Committee; provided, however, that the 
maximum amount payable to a Participant in connection with an Unscheduled 
Withdrawal shall be 90% of the Distributable Amount as of the end of the 
calendar month in which the Unscheduled Withdrawal election is made, and 
provided further, that no portion of the amount attributable to Company 
contributions pursuant to Section 3.2, if any, shall be eligible for an 
Unscheduled Withdrawal.

                (3)  If a Participant receives an Unscheduled Withdrawal, 
the remaining portion of the requested or approved amount, as applicable 
(i.e., 10% of such amount), shall be permanently forfeited and the 
Company shall have no obligation to the Participant or his Beneficiary 
with respects to such forfeited amount.

                (4)  If a Participant receives an Unscheduled Withdrawal, 
the Participant shall be ineligible to Participate in the Plan for the 
balance of the Plan Year in which the Unscheduled Withdrawal occurs and 
the following Plan Year.

                (5)  A Participant shall be limited to two Unscheduled 
Withdrawals during the term of his or her Plan participation.

                (6)  An Unscheduled Withdrawal pursuant to this Section 
7.2 of less than 90% of the Participant's Distributable Amount shall be 
made pro rata from his or her assumed investments according to the 
balances in such investments.  Subject to the foregoing and subject to 
the Committee's approval, payment of any amount with respect to which a 
Participant has filed a request under this Section 7.2 shall be made in a 
single cash lump sum as soon as practicable after the end of the calendar 
month in which the Withdrawal election is approved.

    7.3   Unforeseeable Emergency.


          The Committee may, pursuant to rules adopted by it and applied 
in a uniform manner, accelerate the date of distribution of a 
Participant's Account because of an Unforeseeable Emergency at any time.  
"Unforeseeable Emergency" shall mean an unforeseeable, severe financial 
condition resulting from (a) a sudden and unexpected illness or accident 
of the Participant or his or her dependent (as defined in Section 152(a) 
of the Code); (b) loss of the Participant's property due to casualty; or 
(c) other similar extraordinary and unforeseeable circumstances arising 
as a result of events beyond the control of the Participant, but which 
may not be relieved through other available resources of the Participant, 
as determined by the Committee in accordance with uniform rules adopted 
by it.  Unless the Committee, in its discretion, determines otherwise, 
distribution pursuant to this subsection of less than the Participant's 
entire interest in the Plan shall be made pro rata from his or her 
assumed investments according to the balances in such investments.  
Subject to the foregoing, payment of any amount with respect to which a 
Participant has filed a request under this subsection shall be made in a 
single cash lump sum as soon as practicable after the end of the calendar 
month in which the Committee approves the Participant's request.

    7.4   Change of Control.


          Notwithstanding anything in this Section 7 to the contrary, 
including, but not limited to, Section 7.5 below, the Distributable 
Amount shall be paid to each Participant, or to the Beneficiary of each 
deceased Participant, within 30 days after the date of a Change of 
Control.  Such amount shall be paid in such form as elected by the 
Participant with respect to a distribution by reason of the Participant's 
Retirement or, if no such election has been filed, in a lump sum.

    7.5   Section 162(m) Limitation


          If the Committee determines in good faith prior to a Change of 
Control that there is a reasonable likelihood that all or any portion of 
any payment of benefits under this Section 7 to a Participant would not 
be deductible for federal income tax purposes by the Company because of a 
limitation on the total amount of the Participant's deductible 
compensation from the Company, including any other such compensation 
already paid to the Participant earlier in the same fiscal year of the 
Company, the following shall apply:

          (a)  Payment of the non-deductible amount shall be deferred 
until the first day of the following fiscal year of the Company;

          (b)  If the amount deferred under subsection (a) would exceed 
the limitation of the total amount of the Participant's deductible 
compensation from the Company for the following fiscal year, the excess 
shall be deferred to the first day of the succeeding fiscal year in which 
the deductibility of compensation paid or payable to the Participant will 
not be so limited, subject to subsection (c); 

          (c) In no event shall any payment be deferred under this 
Section 7.5 more than three years from the date scheduled for payment 
under this Section 7;

          (d)  Adjustment for earning shall continue to be applied under 
Section 4.1(d) during the period of deferral under this Section 7.5.

    7.6   Inability To Locate Participant


          In the event that the Committee is unable to locate a 
Participant or Beneficiary within two years following the Participant's 
Distribution Event, the amount allocated to the Participant's Deferral 
Account shall be forfeited.  If, after such forfeiture, the Participant 
or Beneficiary later claims such benefit, such benefit (calculated 
immediately prior to the forfeiture) shall be reinstated without interest 
or earnings.

                               ARTICLE VIII

                              ADMINISTRATION

    8.1   Committee


          A Committee shall be appointed by, and serve at the pleasure 
of, the Board.  The number of members comprising the Committee shall be 
determined by the Board which may from time to time vary the number of 
members.  A member of the Committee may resign by delivering a written 
notice of resignation to the Board.  The Board may remove any member by 
delivering a certified copy of its resolution of removal to such member.  
Vacancies in the membership of the Committee shall be filled promptly by 
the Board.

    8.2   Committee Action.


          The Committee shall act at meetings by affirmative vote of a 
majority of the members of the Committee.  Any action permitted to be 
taken at a meeting may be taken without a meeting if, prior to such 
action, a written consent to the action is signed by all members of the 
Committee and such written consent is filed with the minutes of the 
proceedings of the Committee.  A member of the Committee shall not vote 
or act upon any matter which relates solely to himself or herself as a 
Participant.  The chairman or any other member or members of the 
Committee designated by the chairman may execute any certificate or other 
written direction on behalf of the Committee.

    8.3   Powers and Duties of the Committee.


          (a)  The Committee, on behalf of the Participants and their 
Beneficiaries, shall enforce the Plan in accordance with its terms, shall 
be charged with the general administration of the Plan and shall have all 
powers necessary to accomplish its purposes, including, but not by way of 
limitation, the following:

                 (1)  To select the funds to be the Funds in accordance 
with Section 3.3 hereof;

                 (2)  To construe and interpret the terms and provisions 
of this Plan;

                 (3)  To amend, modify, suspend or terminate the Plan in 
accordance with Section 9.4;

                 (4)  To compute and certify the amount and kind of 
benefits payable to Participants and their Beneficiaries and to direct 
the Trustee as to the distribution of Plan assets;

                 (5)  To maintain all records that may be necessary for 
the administration of the Plan;

                  (6)  To provide for the disclosure of all information 
and the filing or provision of all reports and statements to 
Participants, Beneficiaries or governmental agencies as shall be required 
by law;

                  (7)  To make and publish such rules for the regulation 
of the Plan and procedures for the administration of the Plan as are not 
inconsistent with the terms hereof; and

                  (8)  To appoint a plan administrator or any other  
agent, and to delegate to them such powers and duties in connection with 
the administration of the Plan as the Committee may from time to time 
prescribe.

    8.4   Construction and Interpretation.


          The Committee shall have full discretion to construe and 
interpret the terms and provisions of this Plan, which interpretation or 
construction shall be final and binding on all parties, including but not 
limited to the Company and any Participant or Beneficiary.  The Committee 
shall administer such terms and provisions in a uniform and 
nondiscriminatory manner and in full accordance with any and all laws 
applicable to the Plan.

    8.5   Information.


To enable the Committee to perform its functions, the Company shall 
supply full and timely information to the Committee on all matters 
relating to the Compensation of all Participants, their death or other 
cause of termination, and such other pertinent facts as the Committee may 
reasonably require.

    8.6   Compensation, Expenses and Indemnity.


          (a) The members of the Committee shall serve without 
compensation for their services hereunder.

          (b)  The Committee is authorized at the expense of the Company 
to employ such legal counsel as it may deem advisable to assist in the 
performance of its duties hereunder.  Expenses and fees in connection 
with the administration of the Plan shall be paid by the Company.

          (c)  To the extent permitted by applicable state law, the 
Company shall indemnify and save harmless the Committee and each member 
thereof, the Board and any delegate of the Committee who is an employee 
of the Company against any and all expenses, liabilities and claims, 
including legal fees to defend against such liabilities and claims 
arising out of their discharge in good faith of responsibilities under or 
incident to the Plan, other than expenses and liabilities arising out of 
willful misconduct.  This indemnity shall not preclude such further 
indemnities as may be available under insurance purchased by the Company 
or provided by the Company under any bylaw, agreement or otherwise, as 
such indemnities are permitted under state law.

    8.7   Quarterly Statements.

          Under procedures established by the Committee, a Participant 
shall receive a statement with respect to such Participant's Account on a 
quarterly basis.


                               ARTICLE IX

                             MISCELLANEOUS

    9.1   Unsecured General Creditor.


          Participants and their Beneficiaries, heirs, successors, and 
assigns shall have no legal or equitable rights, claims, or interests in 
any specific property or assets of the Company.  No assets of the Company 
shall be held in any way as collateral security for the fulfilling of the 
obligations of the Company under this Plan.  Any and all of the Company's 
assets shall be, and remain, the general unpledged, unrestricted assets 
of the Company.  The Company's obligation under the Plan shall be merely 
that of an unfunded and unsecured promise of the Company to pay money in 
the future, and the rights of the Participants and Beneficiaries shall be 
no greater than those of unsecured general creditors.

    9.2   Restriction Against Assignment.


          The Company shall pay all amounts payable hereunder only to the 
person or persons designated by the Plan and not to any other person or 
corporation.  No part of a Participant's Account shall be liable for the 
debts, contracts, or engagements of any Participant, his or her 
Beneficiary, or successors in interest, nor shall a Participant's Account 
be subject to execution by levy, attachment, or garnishment or by any 
other legal or equitable proceeding, nor shall any such person have any 
right to alienate, anticipate, commute, pledge, encumber, or assign any 
benefits or payments hereunder in any manner whatsoever.  If any 
Participant, Beneficiary or successor in interest is adjudicated bankrupt 
or purports to anticipate, alienate, sell, transfer, assign, pledge, 
encumber or charge any distribution or payment from the Plan, voluntarily 
or involuntarily, the Committee, in its discretion, may cancel such 
distribution or payment (or any part thereof) to or for the benefit of 
such Participant, Beneficiary or successor in interest in such manner as 
the Committee shall direct.

    9.3   Withholding.


          There shall be deducted from each payment made under the Plan 
all taxes which are required to be withheld by the Company in respect to 
such payment.  The Company shall have the right to reduce any payment by 
the amount of cash sufficient to provide the amount of said taxes.

    9.4   Amendment, Modification, Suspension or Termination.


          The Committee may amend, modify, suspend or terminate the Plan 
in whole or in part, except that no amendment, modification, suspension 
or termination shall have any retroactive effect to reduce any amounts 
allocated to a Participant's Account, provided that a termination or 
suspension of the Plan or any Plan amendment or modification that will 
significantly increase costs to the Company shall be approved by the 
Board.  In the event that this Plan is terminated, the timing of the 
disposition of the amounts credited to a Participant's Account shall 
occur in accordance with Section 7.1, subject to earlier distribution at 
the discretion of the Committee.

    9.5   Governing Law.


          This Plan shall be construed, governed and administered in 
accordance with the laws of the State of Oregon.

    9.6   Receipt or Release.


          Any payment to a Participant or the Participant's Beneficiary 
in accordance with the provisions of the Plan shall, to the extent 
thereof, be in full satisfaction of all claims against the Committee and 
the Company.  The Committee may require such Participant or Beneficiary, 
as a condition precedent to such payment, to execute a receipt and 
release to such effect.

    9.7   Payments on Behalf of Persons Under Incapacity.

          In the event that any amount becomes payable under the Plan to 
a person who, in the sole judgment of the Committee, is considered by 
reason of physical or mental condition to be unable to give a valid 
receipt therefore, the Committee may direct that such payment be made to 
any person found by the Committee, in its sole judgment, to have assumed 
the care of such person.  Any payment made pursuant to such determination 
shall constitute a full release and discharge of the Committee and the 
Company.

    9.8   No Employment Rights.

          Participation in this Plan shall not confer upon any person any 
right to be employed by the Company or any other right not expressly 
provided hereunder.

    9.9   Headings, etc Not Part of Agreement.

          Headings and subheadings in this Plan are inserted for 
convenience of reference only and are not to be considered in the 
construction of the provisions hereof.

    IN WITNESS WHEREOF, the Company has caused this document to be 
executed by its duly authorized officer on this _____ day of 
_______________, 2000.

                                          NIKE, INC.

                                          By:
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                                          Title:
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