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EXHIBIT 10 (cc)

RELOCATION PROGRAM DESCRIPTION

     The Company offers a relocation program (the "Relocation Program") for
employees who relocate at the Company's request, and in appropriate
circumstances, to new employees who relocate in connection with their
employment by the Company.  The Company believes this program is an
attractive incentive to attract and retain key employees. The Relocation
Program provides a relocating employee who is eligible for benefits under the
Program with financial assistance, both in selling his or her existing home
and in purchasing a new residence.  Under the Relocation Program, an employee
who relocates to a designated high-cost area (or in certain limited
circumstances, to a location not designated as a high-cost area) is eligible
to receive a first mortgage loan (subject to applicable lending guidelines)
from Wells Fargo Home Mortgage, Inc., and a 30-year, interest-free second
mortgage down payment loan in an amount up to 100% of his or her annual base
salary to purchase a new primary residence.  The Company may also provide a
mortgage interest subsidy on the first mortgage loan of up to 25% of the
employee's annual base salary, payable over a period not less than the first
three years of the first mortgage loan.  The second mortgage loan must be
repaid in full if the employee terminates employment with the Company or
retires, or if the employee sells the residence.  In addition to first
mortgage and down payment loan assistance, the Company may provide a transfer
bonus of up to 30% of the eligible relocating employee's base salary.  From
time to time, benefits under the Relocation Program are made available,
subject to management approval, to new and existing employees who are asked
to relocate to an area not designated as a high-cost area if necessary to
assist the Company in attracting and retaining highly qualified employees.
For any relocation, the Company will generally pay all related home purchase
closing costs and household goods moving expenses for the relocating employee.

     With the exception of expenses paid to or on behalf of the employee to
move household goods, the benefits described above (other than the mortgage
loans) are treated as taxable income to the employee.  The Relocation Program
also includes, as an additional benefit, reimbursement of the amount of taxes
paid on the taxable portion of amounts received by the employee under the
Relocation Program.

     The Relocation Program also assists eligible relocating employees in
defraying costs associated with selling their current residences.  Available
benefits may include payment of selling costs customarily incurred by a
seller of residential real estate (such as real estate commissions, title and
appraisal fees, and other routine closing costs), purchase of the relocating
employee's home at its appraised market value by a third party relocation
company using Company funds, and certain cash incentives to employees who
locate buyers for their homes directly.