PRC Year-end 2001

As requested at the 11 October PRC Committee, attached is a comprehensive overview of the proposed PRC process (360 feedback, PRC and bonus compensation) for year-end 2001, by Business Unit and Function. We look forward to comments, amendments or concurrence.

In addition, as regards employment agreement provisions with target bonus amounts based on performance, we have included the bonus language contained in the majority of such agreements.

Should you have any questions please don't hesitate to contact me,

Gina Corteselli