Exhibit 10-X


In  September  2001,  the Company  agreed  upon the  treatment  of Mr.  Nasser's
existing  benefits in the event of his retirement,  including his benefits under
its executive  retirement plans. Upon Mr. Nasser's  retirement,  the final award
for his outstanding Performance Stock Rights will be determined based on Company
results for the full performance periods, without proration, and, in the case of
retirement for reasons other than for cause,  his  Restricted  Stock Units award
will be based on a 100% performance level. Mr. Nasser's  entitlement to all such
benefits is subject to provisions regarding competitive activity. In addition to
the  arrangements  described  above,  when Mr.  Nasser  retires he shall receive
office and associated  services,  financial planning services and the ability to
designate an educational  institution as a grant recipient on a basis consistent
with those granted previous Company Chief Executive Officers.