Exhibit 10-r

            DESCRIPTION OF 2001 TCR RETENTION PROGRAM

In order to encourage employee retention during a period in which
the Company is facing business and financial uncertainties,
including those related to the proposed restructuring of parent
company debt announced on January 16, 2001, the Board of
Directors of the Company has approved the following retention
program which is not formalized in a written plan:

Each employee of the Company and its subsidiaries (including
executive officers) who is eligible for a bonus under the
Company's Total Compensation Review ("TCR") program for 2001 and
remains an employee through June 30, 2001 will receive in July
2001 a payment equal to 60% of his or her "target" annual bonus
for 2001.  The amount of this payment will be deducted from the
TCR bonus for 2001 otherwise payable to such employee in February
2002.