Senior Director Criteria

As a follow-up to our discussion at the June 29 HR PRC meeting, attached is
criteria for using the Senior Director level that was established/agreed to
by the ETS executive officers in May, 2001. The need for this criteria was
discussed at the final year-end 2000 ETS PRC meeting and agreement was
reached prior to the mid-year 2001 PRC meetings. The criteria was used in
the final mid-year ETS PRC meeting on June 28. There were no new Senior
Directors approved at mid-year for ETS.

Gary