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EXHIBIT 10.(i)


                       DELHI GAS PIPELINE CORPORATION

                     ANNUAL INCENTIVE COMPENSATION PLAN
                     ----------------------------------

1.      Purpose
        -------

        The objectives of the Plan are to advance the interests of the Company
        by providing officers and key employees incentive opportunities in 
        order that the Company might attract, retain and motivate outstanding 
        personnel by:

        (a)     providing compensation opportunities which are competitive with
                those of other major corporations of comparable size in similar 
                businesses;

        (b)     supporting the Company's goal-setting and strategic planning
                process; and

        (c)     motivating officers and key employees to achieve annual
                business goals and contribute to team performance by allowing 
                them to share in the risks and rewards of the business.

2.      Definitions
        -----------

        The following definitions shall be applicable:

        Award - An award granted under the Annual Incentive Compensation Plan.

        Board - The Board of Directors of Delhi Gas Pipeline Corporation.

        Committee - The Executive Committee of Delhi Gas Pipeline Corporation
        to which is delegated the responsibility of administering the Program.

        Company - Delhi Gas Pipeline Corporation, together with its affiliated
        companies comprising the Delhi Group.

        Participant - An officer or key employee of the Company designated by
        the Committee to be eligible to receive incentive compensation under 
        the Plan.
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EXHIBIT 10.(i) (CONTD.)

ANNUAL INCENTIVE COMPENSATION PLAN
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3.      Administration
        --------------

        The Plan will be administered by the Committee which will interpret the
        Plan, establish administrative rules, select officers or key employees
        for participation in the Plan and take other necessary action. 
        Determinations and actions by the Committee shall be final and binding
        upon Participants and their legal representatives and, in the case of
        deceased Participants, upon their executors, administrators, estates,
        beneficiaries, heirs and legatees.

4.      Amount Available for Plan
        -------------------------

        The Compensation Committee of USX Corporation, upon the recommendation
        of the Committee, shall determine the aggregate amount which may be
        awarded with respect to each year.  Any amount not so awarded with
        respect to a year may be carried forward for awards in subsequent years.

5.      Incentive Awards
        ----------------

        Within the limits of the Plan, the Committee may annually make
        incentive awards stated in U.S. dollars to eligible Participants. 
        Incentive awards may be granted to those Participants who have
        contributed substantially to the success of the Company or its
        affiliates.  In making its determination the Committee, or its
        delegates, shall consider the positions, responsibilities and
        accomplishments of the eligible employees; the performance of the
        respective individuals; and the overall performance and best interests
        of the Company.  The guidelines established by the Committee shall
        provide that no Participant, unless a member of the USX Corporate Policy
        Committee, shall receive an incentive award in excess of 62.5 percent of
        annual salary range midpoint for the year or such portion of the year
        the employee was a Participant.  If a Participant retires during the
        year with respect to which the awards are made, the Committee may grant
        him an award, but it shall be prorated based on the number of months of
        active employment.  If a Participant dies during the year, the Committee
        may grant a prorated award to the employee's estate.  The Committee
        reserves the right to grant, deny, or limit the amount of an Award to
        any Participant.  Further, the Board may, from time to time, amend,
        suspend or terminate the Plan in whole or in part.  If it is suspended
        or terminated, the Board may reinstate any or all of the provisions of
        the Plan.

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EXHIBIT 10.(i) (CONTD.)

ANNUAL INCENTIVE COMPENSATION PLAN
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6.      Payment of Incentive Awards
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        Each participant in the Plan will be paid the award in cash as soon as
        practicable following the grant of the award by the Committee.  Awards
        are subject to income and payroll tax withholding and are included in
        "gross pay" for purposes of benefit calculations under the Retirement
        Plan and for purposes of Thrift Plan contributions (unless the Award is
        paid after the Participant retires).  No award will be paid to a person
        who terminates or is discharged prior to payment of the award.

7.      Effective Date
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        This Plan shall become effective January 1, 1992.