Exhibit 10.2

     Description of Special Awards Granted to Kenneth I. Chenault


          The Compensation and Benefits Committee of the Board of Directors made
     a grant of a special stock option and restricted stock award on March 22,
     1999 to Mr. Kenneth I. Chenault. Mr. Chenault is President and Chief
     Operating Officer of the Company, and as previously announced, is expected
     to succeed Mr. Golub as Chief Executive Officer of the Company in April
     2001. The stock option award is for 400,000 shares and has a term of 10
     years from the date of grant. The exercise price is $123.44, the fair
     market value of the Company's common shares on the date of grant. The award
     vests in one of two ways: (1) the Company's share price is at least 50%
     above the exercise price for 10 consecutive trading days during the option
     term and Mr. Chenault is continuously employed by the Company for at least
     six years from the grant date, or (2) Mr. Chenault is continuously employed
     by the Company for at least nine years from the grant date. The restricted
     stock award is for 40,000 shares and vests four years from the date of
     grant if (1) Mr. Chenault is continuously employed by the Company during
     that time period, and (2) the Company achieves specified return on equity
     and earnings growth targets.