Table of Contents

As filed with the Securities and Exchange Commission on July 11, 2002

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Delaware		91-1292054
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

19300 Pacific Highway South
Seattle, Washington 98188
(Address of principal executive offices, including zip code)

Alaska Air Group, Inc. 2002 Employee Stock Purchase Plan
Alaska Air Group, Inc. 1999 Long-Term Incentive Equity Plan
Alaska Air Group, Inc. 1997 Long-Term Incentive Equity Plan
(Full title of the plans)

Keith Loveless
General Counsel & Corporate Secretary
Alaska Air Group, Inc.
19300 Pacific Highway South
Seattle, Washington 98188
(206) 431-3731
(Name, address and telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

							Proposed Maximum				Proposed Maximum				Amount of
			Amount to Be				Offering Price Per Share				Aggregate Offering				Registration Fee
Title of Securities to Be Registered			Registered(1)				(2)				Price				(2)
Common Stock, $1.00 par value per share, under the:
	2002 Employee Stock Purchase Plan			1,000,000			$23.345				$23,345,000				$2,147.74
	1999 Long-Term Incentive Equity Plan			1,200,000			$23.345				$28,014,000				$2,577.29
	1997 Long-Term Incentive Equity Plan			741,000			$23.345				$17,298,645				$1,591.48
TOTAL				2,941,000			$23.345				$68,657,645				$6,317.00

(1)		Includes an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance pursuant to the employee benefit plans as the result of any future stock split, stock dividend, spin-off, combination or exchange of shares, recapitalization, merger, consolidation, distribution to stockholders other than a normal cash dividend, or similar adjustment of the Registrant’s outstanding common stock.
(2)		Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended. The calculation of the registration fee is based upon a per share price of $ 23.345, which was the average of the high ($ 23.81) and low ($ 22.88) sales prices of the Registrant’s common stock on July 3, 2002, as reported by the New York Stock Exchange.

 

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PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
	Item 4. DESCRIPTION OF SECURITIES
	Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
	Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
	Item 7. EXEMPTION FROM REGISTRATION CLAIMED
	Item 8. EXHIBITS
	Item 9. UNDERTAKINGS
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT 5.1
EXHIBIT 99.3

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed with the Securities and Exchange Commission (the “Commission”) are hereby incorporated by reference into this Registration Statement:

     (a)  The Registrant’s Annual Report to Shareholders on Form 10-K for the fiscal year ended December 31, 2001, filed on March 1, 2002, which contains audited financial statements for the most recent fiscal year for which such statements have been filed;

     (b)  The Registrant’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2002, filed on May 2, 2002;

     (c)  The Registrant’s Current Reports on Form 8-K filed on July 3, 2002, June 6, 2002, June 3, 2002 (8-K/A), May 28, 2002, May 7, 2002, April 12, 2002, April 3, 2002 and March 12, 2002; and

     (d)  The description of the Registrant’s common stock contained in the Registration Statement on Form 8-A filed on September 19, 1985 under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior to the filing of a post-effective amendment which indicates that the securities offered hereby have been sold or which deregisters the securities covered hereby then remaining unsold, shall also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof commencing on the respective dates on which such documents are filed.

     There may be risks and your recovery may be limited as a result of our prior use of Arthur Andersen LLP as our independent public accounting firm. On March 14, 2002, Arthur Andersen LLP, our independent public accounting firm for the years ended December 31, 1979 through 2001, was indicted on federal obstruction of justice charges arising from the U.S. government’s investigation of Enron. On May 22, 2002, we dismissed Arthur Andersen LLP as our independent public accountants and we have hired Deloitte & Touche LLP as our independent auditors for the year ending December 31, 2002. As a public company, we are required to file with the SEC periodic financial statements audited or reviewed by an independent accountant, including those incorporated herein by reference. Because our former audit partner has left Arthur Andersen LLP, we have not been able to obtain the written consent of Arthur Andersen LLP as required by Section 7 of the Securities Act after reasonable efforts. The SEC has recently provided regulatory relief designed to allow companies that file reports with the SEC to dispense with the requirement to file a consent of Arthur Andersen LLP in certain circumstances. However, investors will not be able to sue Arthur Andersen LLP pursuant to Section 11(a)(4) of the Securities Act and therefore may have their recovery limited as a result of the lack of consent.

Item 4. DESCRIPTION OF SECURITIES

     Not applicable.

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Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     None.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145(a) of the Delaware General Corporation Law (the “DGCL”) provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no cause to believe his or her conduct was unlawful.

     Section 145(b) of the DGCL provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted under similar standards, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine that despite the adjudication of liability, such person is fairly and reasonably entitled to be indemnified for such expenses which the court shall deem proper.

     Section 145 of the DGCL further provides that to the extent a director or officer of a Delaware corporation has been successful in the defense of any action, suit or proceeding referred to in subsections 145(a) and (b) or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by such person in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and that the corporation may purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against such person or incurred by him or her in any such capacity or arising out of his or her status as such whether or not the corporation would have the power to indemnify such person against such liabilities under Section 145.

     Article VIII of the Registrant’s Bylaws requires indemnification to the full extent permitted by the DGCL or other applicable law. Subject to any restrictions imposed by such law, the Bylaws provide a right to indemnification for all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) actually and reasonably incurred or suffered by the indemnitee in connection with any actual or threatened action, suit or proceeding by reason of the fact that such person is or was a director or officer of the Registrant or, being or having been such a director, officer or an employee of the Registrant, he or she is or was serving at the request of the Registrant as a director, officer, employee or agent of another corporation or other entity.

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     Section 102(b)(7) of the DGCL provides that a corporation in its original certificate of incorporation or an amendment thereto validly approved by stockholders may eliminate or limit personal liability of members of its board of directors or governing body for breach of a director’s fiduciary duty. However, no such provision may eliminate or limit the liability of a director for breaching his or her duty of loyalty, failing to act in good faith, engaging in intentional misconduct or knowingly violating a law, paying a dividend or approving a stock repurchase that was illegal or obtaining an improper personal benefit. A provision of this type has no effect on the availability of equitable remedies, such as injunction or rescission, for breach of fiduciary duty. Article 11 of the Registrant’s Certificate of Incorporation provides for such limitation of liabilities to the full extent permitted by the DGCL.

     The Registrant’s officers and directors are covered by insurance (with certain exceptions and with certain limitations) which indemnifies them against losses and liabilities arising from certain alleged “wrongful acts,” including alleged errors or misstatements, or certain other alleged wrongful acts or omissions constituting neglect or breach of duty.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

Item 8. EXHIBITS

		Exhibit No.				Description
			5.1			Opinion of Perkins Coie LLP regarding legality of the common stock being registered
			23.1			Consent of Perkins Coie LLP (included in opinion filed as Exhibit 5.1)
			24.1			Power of Attorney (see signature page)
			99.1			Alaska Air Group, Inc. 2002 Employee Stock Purchase Plan (incorporated by reference to Appendix B of the proxy statement on Schedule 14A filed with the Commission on April 12, 2002)
			99.2			Alaska Air Group, Inc. 1999 Long-Term Incentive Equity Plan (incorporated by reference to Appendix A of the proxy statement on Schedule 14A filed with the Commission on April 12, 2002)
			99.3			Alaska Air Group, Inc. 1997 Long-Term Incentive Equity Plan

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Item 9. UNDERTAKINGS

A. The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

          (i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

          (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

          (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

     (2)  That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefits plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on the 10th day of July, 2002.

ALASKA AIR GROUP, INC.

 

By:

/s/ John F. Kelly John F. Kelly Chairman of the Board, Chief Executive Officer and President

POWER OF ATTORNEY

     Each person whose individual signature appears below hereby authorizes John F. Kelly and Bradley D. Tilden, or either of them, as attorneys-in-fact with full power of substitution, to execute in the name and on the behalf of each person, individually and in each capacity stated below, and to file, any and all post-effective amendments to this Registration Statement.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated below on the 10th day of July, 2002.

Signature		Title
/s/ John F. Kelly John F. Kelly		Chairman, Chief Executive Officer and President (Principal Executive Officer)
/s/ Bradley D. Tilden Bradley D. Tilden		Executive Vice President/Finance and Chief Financial Officer (Principal Financial Officer)
/s/ Terri K. Maupin Terri K. Maupin		Staff Vice President/Finance and Controller (Principal Accounting Officer)
/s/ William S. Ayer William S. Ayer		Director
/s/ Phyllis J. Campbell Phyllis J. Campbell		Director
/s/ Ronald F. Cosgrave Ronald F. Cosgrave		Director
/s/ Mary Jane Fate Mary Jane Fate		Director

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Signature		Title
/s/ Mark R. Hamilton Mark R. Hamilton		Director
/s/ Bruce R. Kennedy Bruce R. Kennedy		Director
/s/ R. Marc Langland R. Marc Langland		Director
/s/ Byron I. Mallott Byron I. Mallott		Director
/s/ John V. Rindlaub John V. Rindlaub		Director
/s/ J. Kenneth Thompson J. Kenneth Thompson		Director
/s/ Richard W. Wien Richard A. Wien		Director

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INDEX TO EXHIBITS

		Exhibit No.				Description
			5.1			Opinion of Perkins Coie LLP regarding legality of the common stock being registered
			23.1			Consent of Perkins Coie LLP (included in opinion filed as Exhibit 5.1)
			24.1			Power of Attorney (see signature page)
			99.1			Alaska Air Group, Inc. 2002 Employee Stock Purchase Plan (incorporated by reference to Appendix B of the proxy statement on Schedule 14A filed with the Commission on April 12, 2002)
			99.2			Alaska Air Group, Inc. 1999 Long-Term Incentive Equity Plan (incorporated by reference to Appendix A of the proxy statement on Schedule 14A filed with the Commission on April 12, 2002)
			99.3			Alaska Air Group, Inc. 1997 Long-Term Incentive Equity Plan

 

                                                                     EXHIBIT 5.1

                                PERKINS COIE LLP

          1201 THIRD AVENUE, 48TH FLOOR, SEATTLE, WASHINGTON 98101-3099
                 TELEPHONE: 206 583-8888 FACSIMILE: 206 583-8500


                                  July 10, 2002

Alaska Air Group, Inc.
1201 Third Avenue, Suite 1500
Seattle, Washington 98101

      RE:  REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

      We have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), which you are filing with the
Securities and Exchange Commission with respect to up to 2,941,000 shares of
common stock, par value $1.00 per share, which may be issued as follows: (a) up
to 1,000,000 shares under the Alaska Air Group, Inc. 2002 Employee Stock
Purchase Plan; (b) up to 1,200,000 shares under the Alaska Air Group, Inc. 1999
Long-Term Incentive Equity Plan; and (c) up to 741,000 shares under the Alaska
Air Group, Inc. 1997 Long-Term Incentive Equity Plan (collectively, the
"Plans"). The shares of common stock that may be issued under the Plans pursuant
to the Registration Statement are hereinafter referred to as the "Shares."

      We have examined the Registration Statement and such documents and records
of Alaska Air Group as we have deemed necessary for the purpose of this opinion.
In giving this opinion, we are assuming the authenticity of all instruments
presented to us as originals, the conformity with originals of all instruments
presented to us as copies and the genuineness of all signatures.

      Based on and subject to the foregoing, we are of the opinion that any
original issuance Shares that may be issued pursuant to the Plans have been duly
authorized and that, upon the due execution by Alaska Air Group of any
certificates representing the Shares, the registration by its registrar of such
Shares, the sale thereof by Alaska Air Group in accordance with the terms of the
Plans and the receipt of consideration therefor in accordance with the terms of
the Plans, such Shares will be validly issued, fully paid and nonassessable.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.

                                            Very truly yours,

                                            /s/ Perkins Coie LLP

                                                                    EXHIBIT 99.3

                             ALASKA AIR GROUP, INC.
                      1997 LONG-TERM INCENTIVE EQUITY PLAN

                                 ("MIRROR PLAN")

1.    PURPOSE

The purpose of the Alaska Air Group, Inc. 1997 Long-Term Incentive Equity Plan
(the "Plan") is to promote the long-term profitability of Alaska Air Group, Inc.
(the "Company") and to enhance value for its stockholders by offering incentives
and rewards to selected employees of the Company, to retain their services and
to encourage them to acquire and maintain stock ownership in the Company.

2.    TERM

The Plan shall become effective upon its approval by the Company's Board of
Directors (the "Board") and shall terminate at the close of business on the
fifth anniversary of such approval date unless terminated earlier by the Board.
After termination of the Plan, no future awards may be granted but previously
granted awards shall remain outstanding in accordance with their applicable
terms and conditions and the terms and conditions of the Plan.

3.    PLAN ADMINISTRATION

The Compensation Committee (the "Committee") of the Board shall be responsible
for administering the Plan. The members of the Committee shall be appointed by
the Board and shall consist of two or more members of the Board. The Committee
shall have full and exclusive power to interpret the Plan and to adopt such
rules, regulations and guidelines for carrying out the Plan as it may deem
necessary or proper, all of which power shall be executed in the best interests
of the Company and in keeping with the objectives of the Plan. This power
includes but is not limited to selecting award recipients, establishing all
award terms and conditions and adopting modifications, amendments and
procedures, as well as rules and regulations governing awards under the Plan,
and to make all other determinations necessary or advisable for the
administration of the Plan. The interpretation and construction of any provision
of the Plan or any option or right granted hereunder and all determinations by
the Committee in each case shall be final, binding and conclusive with respect
to all interested parties.

4.    ELIGIBILITY

Any employee of the Company who, at the time the award is granted, is not a
director or officer of the Company subject to Section 16 of the Securities
Exchange Act of 1934, as amended, shall be eligible to receive awards under the
Plan. "Employee" shall also include any former employee of the Company eligible
to receive an assumed or replacement award as contemplated in Sections 5 and 8,
and "Company" includes any entity that is directly or indirectly controlled by
the Company or any entity in which the Company has a significant equity
interest, as determined by the Committee.




5.    SHARES OF COMMON STOCK SUBJECT TO THE PLAN

Subject to the provisions of Section 6 of the Plan, the aggregate number of
shares of Common Stock ($1.00 par value) of the Company ("shares") which may be
transferred to participants under the Plan shall be 1,241,000.

Shares subject to awards under the Plan which expire, terminate or are canceled
prior to exercise or, in the case of awards granted under Section 8(c), do not
vest shall thereafter be available for the granting of other awards. Shares
otherwise issuable pursuant to an award which have been exchanged by a
participant as full or partial payment to the Company in connection with any
award under the Plan also shall thereafter be available for the granting of
other awards. In instances where an SAR or other award is settled in cash, the
shares covered by such award shall remain available for the granting of other
awards. Likewise, the payment of cash dividends and dividend equivalents paid in
cash in conjunction with outstanding awards shall not be counted against the
shares available for issuance.

Any shares issued under the Plan may consist in whole or in part of authorized
and unissued shares or of treasury shares, and no fractional shares shall be
issued under the Plan. Cash may be paid in lieu of any fractional shares in
settlements of awards under the Plan.

6.    ADJUSTMENTS AND REORGANIZATIONS

In the event of any stock dividend, stock split, combination or exchange of
shares, merger, consolidation, spin-off, recapitalization or other distribution
(other than normal cash dividends) of Company assets to stockholders, or any
other change affecting shares or share price, the Committee shall make a
proportionate adjustment with respect to: (a) the aggregate number of shares
that may be issued under the Plan; (b) each outstanding award made under the
Plan; and (c) the exercise price per share for any outstanding stock options,
SARs or similar awards under the Plan.

7.    FAIR MARKET VALUE

Fair Market Value for all purposes under the Plan shall mean the closing price
of a share of Common Stock as reported daily in The Wall Street Journal or
similar readily available public source for the date in question. If no sales of
shares were made on such date, the closing price of a share as reported for the
preceding day on which a sale of shares occurred shall be used.

8.    AWARDS

The Committee shall determine the type or types of award(s) to be made to each
participant. Awards may be granted singly, in combination or in tandem. Awards
also may be made in combination or in tandem with, in replacement of, as
alternative to, or as the payment form for grants or rights under any other
compensation plan or individual contract or agreement of the Company including
those of any acquired entity. The types of awards that may be granted under the
Plan are:

(a) Stock Options - This is a grant of a right to purchase a specified number of
shares during a specified period as determined by the Committee. The purchase
price per share for each stock option shall be determined by the Committee. The
exercise price for a stock option shall be paid in full by the optionee at the
time of the exercise in cash or such other method permitted by the Committee,
including (i) tendering (either actually or by attestation) shares, (ii)
authorizing a third party to sell the shares (or




a sufficient portion thereof) acquired upon exercise of a stock option and
assigning the delivery to the Company of a sufficient amount of the sale
proceeds to pay for all the shares acquired through such exercise, or (iii) any
combination of the above.

(b) SARs - This is a right to receive a payment, in cash and/or shares, equal to
the excess of the Fair Market Value of a specified number of shares on the date
the SAR is exercised over the Fair Market Value on the date the SAR was granted
(except that if an SAR is granted retroactively in tandem with or in
substitution for a stock option, the designated Fair Market Value shall be no
lower than the exercise price per share for such tandem or replaced stock
option).

(c) Stock Awards - This is an award made or denominated in shares or units
equivalent in value to shares. All or part of any stock award may be subject to
conditions and restrictions established by the Committee which may be based on
continuous service with the Company or the achievement of performance goals
related to profits, profit growth, profit-related return ratios, cash flow or
shareholder returns, where such goals may be stated in absolute terms or
relative to comparison companies.

9.    DIVIDENDS AND DIVIDEND EQUIVALENTS

The Committee may provide that any awards under the Plan earn dividends or
dividend equivalents. Such dividends or dividend equivalents may be paid
currently or may be credited to a participant's account. Any crediting of
dividends or dividend equivalents may be subject to such restrictions and
conditions as the Committee may establish, including reinvestment in additional
shares or share equivalents.

10.   DEFERRALS AND SETTLEMENTS

Payment of awards may be in the form of cash, stock, other awards or
combinations thereof as the Committee shall determine, and with such
restrictions as it may impose. The Committee also may require or permit
participants to elect to defer the issuance of shares or the settlement of
awards in cash under such rules and procedures as it may establish under the
Plan. It also may provide that deferred settlements include the payment or
crediting of interest on the deferral amounts, or the payment or crediting of
dividend equivalents where the deferral amounts are denominated in shares.

11.   TRANSFERABILITY AND EXERCISABILITY

Awards granted under the Plan shall not be transferable or assignable other than
by will or the laws of descent and distribution, except to the extent permitted
by the Committee, in its sole discretion. However, any award so transferred
shall continue to be subject to all the terms and conditions contained in the
instrument evidencing such award.

12.   AWARD AGREEMENTS

Awards under the Plan shall be evidenced by agreements as approved by the
Committee that set forth the terms, conditions and limitations for each award
which may include the term of an award, the provisions applicable in the event
the participant's employment terminates, and the Committee's authority to
unilaterally or bilaterally amend, modify, suspend, cancel or rescind any award.




13.   ACCELERATION AND SETTLEMENT OF AWARDS

The Committee shall have the discretion, exercisable at any time before a sale,
merger, consolidation, reorganization, liquidation or change in control in the
Company, as defined by the Committee, to provide for the acceleration of vesting
and for settlement, including cash payment, of an award granted under the Plan
upon or immediately before such event is effective. However, the granting of
awards under the Plan shall in no way affect the right of the Company to adjust,
reclassify, reorganize, or otherwise change its capital or business structure,
or to merge, consolidate, dissolve, liquidate, sell or transfer all or any
portion of its businesses or assets.

14.   PLAN AMENDMENT

The Plan may be amended only by the Board as it deems necessary or appropriate
to better achieve the purposes of the Plan.

15.   TAX WITHHOLDING

The Company shall have the right to deduct from any settlement of an award made
under the Plan, including the delivery or vesting of shares, a sufficient amount
to cover withholding of any federal, state or local taxes required by law, or to
take such other action as may be necessary to satisfy any such withholding
obligations. The Committee may, in its discretion and subject to such rules as
it may adopt, permit participants to use shares to satisfy required tax
withholding, and such shares shall be valued at the Fair Market Value as of the
settlement date of the applicable award.

16.   OTHER BENEFIT AND COMPENSATION PROGRAMS

Unless otherwise specifically determined by the Committee and not inconsistent
with the terms of any benefit plan, severance program or severance pay law,
settlements of awards received by participants under the Plan shall not be
deemed a part of a participant's regular, recurring compensation for purposes of
calculating payments or benefits from any Company benefit plan, severance
program or severance pay law. Further, the Company may adopt other compensation
programs, plans or arrangements as it deems appropriate or necessary.

17.   UNFUNDED PLAN

Unless otherwise determined by the Board, the Plan shall be unfunded and shall
not create (or be construed to create) a trust or a separate fund or funds. The
Plan shall not establish any fiduciary relationship between the Company and any
participant or other person. To the extent any person holds any rights by virtue
of an award granted under the Plan, such rights (unless otherwise determined by
the Committee) shall be no greater than the rights of an unsecured general
creditor of the Company.

18.   USE OF PROCEEDS

The cash proceeds received by the Company from the issuance of shares pursuant
to awards under the Plan shall constitute general funds of the Company.




19.   REGULATORY APPROVALS

The implementation of the Plan, the granting of any award under the Plan, and
the issuance of shares upon the exercise or settlement of any award shall be
subject to the Company's procurement of all approvals and permits required by
regulatory authorities having jurisdiction over the Plan, the awards granted
under it or the shares issued pursuant to it.

20.   FUTURE RIGHTS

No person shall have any claim or rights to be granted an award under the Plan,
and no participant shall have any rights under the Plan to be retained in the
employ of the Company.

21.   SUCCESSORS AND ASSIGNS

      The Plan shall be binding on all successors and assigns of a participant
including, without limitation, the estate of such participant and the executor,
administrator or trustee of such estate, or any receiver or trustee in
bankruptcy or representative of the participant's creditors.