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Agreement with Mr. Golub

In connection with Chief Executive Officer succession, the Company entered into an agreement in 1999 with Mr. Golub which contains these arrangements:

Participation in Programs. Mr. Golub will remain eligible to participate in our compensation and benefit programs as an employee through April 2001, including salary and annual incentive award. As an employee, we granted him a non-qualified option for 540,000 shares and a PG-XII award with a grant value of $1,000,000 in February 2001.

Eligibility for Severance. If his employment terminates before April 30, 2001 for any reason other than his resignation, voluntary retirement, death, disability, substantial violation of our policies or procedures or material dishonesty, he will be eligible for severance under our severance policy. The amount of severance we will pay him if his employment terminates in these circumstances cannot be less than the amount in effect under the policy in April 1999. However, if his 1999 special stock option award vests on or after April 30, 2001, we will not have any obligation to pay him severance.

Service as Chairman of the Board. Mr. Golub will serve as non-executive Chairman of the Board for four months through April 2001. For this service, he will receive compensation of $1,000,000 and we have also granted him a non-qualified stock option in February 2001 for 450,000 shares. The stock option grant will vest in one-third increments after each of two, three and four years have passed since the grant date or if he retires after age 62. The stock option grant has terms no less favorable than the terms we had in place for employees generally at the time we made the grant.

Other Benefits. While Mr. Golub serves as Chairman of the Board, we will provide him with continued access to Company services such as a car and driver, use of our aircraft and a perquisite allowance. For his lifetime we will provide him with an office and a secretary and will pay for normal office expenses. We will also reimburse him for expenses he incurs when he is on Company business at our request.

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