RE:

Lizzette and Ryan,

Kriste and I substantially revised the waiver agreement today, so sit tight=
.

Kriste, do you want to add the mediation provision? I'll leave that to you=
.

Michelle

-----Original Message-----
From: =09Palmer, Lizzette =20
Sent:=09Friday, November 16, 2001 6:30 PM
To:=09Seleznov, Ryan
Cc:=09Cash, Michelle
Subject:=09

Ryan,

I'm sending back down the mark ups to the rif packet you sent to me. On th=
e waiver, I've scratched out some paragraphs and told you I would send othe=
r language. This is it. Call with questions.

4.=09Employee Benefits. Except as otherwise provided in Section ___((the p=
aragraph with the dollar amount)), Employee shall be entitled to receive ve=
sted or accrued benefits due and payable to Employee under all employee ben=
efit plans and compensation plans, subject to the terms of those plans.=20

5.3.=09Cooperation. Employee agrees that, at Company's request, he or she =
will devote reasonable time necessary to assist in Company's litigation mat=
ters, including, but not limited to, meeting with counsel, providing testim=
ony at depositions or trial, and related activities.

To the release paragraph (right after the bolded paragraph saying employee =
releases everything.... add this section (you may need to organize the sect=
ions):

b.=09This release does not apply to or include the consideration or benefit=
s described in Section 2 above or to other promises and representations con=
tained in this Agreement. This release also does not apply to claims which=
may arise after the date this release is signed. Employee understands that=
he or she may challenge the knowing and voluntary nature of this release u=
nder the Older Worker Benefit Protection Act (OWBPA) and the ADEA before a =
court, the Equal Employment Opportunity Commission (EEOC), or any state or =
local agency charged with the enforcement of any discrimination laws, despi=
te the release language stated above. Employee also understands that nothin=
g in this release prevents him or her from filing a charge or complaint wit=
h or from participating in an investigation or proceeding conducted by the =
EEOC or any state or local agency charged with the enforcement of any discr=
imination laws. Employee understands, however, that if he or she pursues a=
claim against Company under the OWBPA and/or the ADEA, Company may seek to=
set off the amount paid to Employee for signing this release against any a=
ward he or she may obtain in such legal proceeding, and Company may be enti=
tled to recover costs and attorney's fees incurred by the Company as specif=
ically authorized under applicable federal or state law.

Also add this:

d.=09Employee acknowledges, agrees, and represents to Company that:

(i)=09Employee has carefully read and fully understands the effect of the p=
rovisions of this Agreement, which he or she is entering knowingly and volu=
ntarily;

(ii)=09Employee has had a reasonable time of not less than 45 days in which=
to consider this Agreement;

(iii)=09Employee was advised and encouraged to consult an attorney prior to=
executing this Agreement with respect to the effect of the provisions of t=
his paragraph and Employee's execution of this Agreement; and

(iv)=09Employee acknowledges that he or she has received information concer=
ning the age and job titles of other persons in his or her job classificati=
on or organizational unit, if any, who are remaining employed with the Comp=
any, as well as the job titles and ages of the persons being offered paymen=
ts upon voluntary separation. The voluntary separation applies to the grou=
ps, for the time periods, and based on the eligibility factors set forth in=
the attached Exhibit "A."

=09Employee may revoke this Agreement during the seven-day period following=
the date Employee signs this Agreement by delivering signed, written notic=
e of such revocation to Human Resources and as required under Section __, w=
hereupon this Agreement shall be rescinded in its entirety and become null =
and void. =20

Add this as well:=20

7.10=09Mediation. If a dispute arises out of or related to Employee's empl=
oyment with Company, or this Agreement, and if the dispute cannot be settle=
d through direct discussions, then Company and Employee agree to try to set=
tle the dispute in an amicable manner by confidential mediation before havi=
ng recourse to any other proceeding or forum.

Please send it to me again, and I will help organize as needed and check to=
see if we need to add any other major provisions. =20
--Lizzette