<PAGE>
                                                                    EXHIBIT 10-E










                               TRUSERV CORPORATION
                          SUPPLEMENTAL RETIREMENT PLAN


              (AS AMENDED AND RESTATED EFFECTIVE DECEMBER 15, 2002)



<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                      PAGE
<S>                   <C>                                                                             <C>
ARTICLE I.            PURPOSE AND EFFECTIVE DATE........................................................1

     1.1.             History and Purpose...............................................................1
     1.2.             Effective Date....................................................................1

ARTICLE II.           DEFINITIONS.......................................................................1

     2.1.             "Actuarial Equivalent"............................................................1
     2.2.             "Administrator"...................................................................1
     2.3.             "Beneficiary".....................................................................1
     2.4.             "Board"...........................................................................1
     2.5.             "Cause"...........................................................................1
     2.6.             "Change in Corporate Structure"...................................................2
     2.7.             "Code"............................................................................2
     2.8.             "Company".........................................................................2
     2.9.             "Compensation"....................................................................2
     2.10.            "ERISA"...........................................................................2
     2.11.            "Final Average Compensation"......................................................3
     2.12.            "Officer".........................................................................3
     2.13.            "Participant".....................................................................3
     2.14.            "Predecessor Corporation".........................................................3
     2.15.            "Qualified Retirement Plan".......................................................3
     2.16.            "Termination Date"................................................................3
     2.17.            "Years of Service"................................................................3

ARTICLE III.          PARTICIPATION.....................................................................4

     3.1.             Eligibility.......................................................................4
     3.2.             Condition of Participation........................................................4

ARTICLE IV.           PLAN BENEFITS.....................................................................4

     4.1.             Amount of Benefit.................................................................4
     4.2.             Vesting...........................................................................5
     4.3.             Death Benefit.....................................................................5
     4.4.             Effect of Trust...................................................................6

ARTICLE V.            PAYMENT OF BENEFITS...............................................................6

     5.1.             Payment of Benefits...............................................................6
     5.2.             Withholding.......................................................................6
     5.3.             Change in Corporate Structure.....................................................6

ARTICLE VI.           ADMINISTRATION....................................................................7

     6.1.             Authority of Administrator........................................................7
     6.2.             Participant's Duty to Furnish Information.........................................7
     6.3.             Claims Procedure..................................................................7

</TABLE>


                                      -i-

<PAGE>
                                TABLE OF CONTENTS
                                   (CONTINUED)


<TABLE>
<Caption>
                                                                                                      PAGE
<S>                   <C>                                                                               <C>

ARTICLE VII.          AMENDMENT AND TERMINATION.........................................................8


ARTICLE VIII.         MISCELLANEOUS.....................................................................8

     8.1.             No Implied Rights.................................................................8
     8.2.             No Employment Rights..............................................................8
     8.3.             Unfunded Plan.....................................................................8
     8.4.             Nontransferability................................................................9
     8.5.             Offset............................................................................9
     8.6.             Facility of Payment...............................................................9
     8.7.             Successors and Assigns...........................................................10
     8.8.             Applicable Law...................................................................10

EXHIBIT A             ELIGIBLE OFFICERS................................................................12
</TABLE>


                                      -ii-


<PAGE>
                               TRUSERV CORPORATION
                          SUPPLEMENTAL RETIREMENT PLAN
              (As Amended and Restated Effective December 15, 2002)

                                   ARTICLE I.

                           Purpose and Effective Date


1.1.     History and Purpose.   The TruServ Corporation Supplemental Retirement
         Plan was previously established by TruServ Corporation to assist in
         providing retirement and other benefits to certain employees of the
         Company and its subsidiaries. The Plan is not intended to qualify under
         Section 401(a) of the Code or to be subject to Parts 2, 3, or 4 of
         Title I of ERISA. The Plan is maintained for the purpose of providing
         supplemental retirement benefits for Company Officers within the
         meaning of Section 301(a)(3) of ERISA.

1.2.     Effective Date.   The following provisions constitute an amendment and
         restatement of the Plan as of December 15, 2002; the "Effective Date"
         of the Plan as set forth herein.

                                   ARTICLE II.

                                   DEFINITIONS


2.1.     "Actuarial Equivalent" means a payment whose actuarial reserve (the
         amount required to provide such payment) as of a specified date is
         equal to the actuarial reserve as of the same date to provide another
         form of payment, determined using the mortality and interest factors
         set forth in the Qualified Retirement Plan.

2.2.     "Administrator" means the Chief Executive Officer of the Company or the
         individual or committee appointed by the Chief Executive Officer to act
         as the Administrator under the Plan.

2.3.     "Beneficiary" means the person(s) or entity designated to receive a
         Participant's benefit under the Plan in the event of the Participant's
         death. If the Participant does not designate one or more Beneficiaries
         to receive his or her Plan benefits, or none of the Participant's
         designated Beneficiaries is living at the time of the Participant's
         death, the Participant's Beneficiary shall be his or her beneficiary
         under the Qualified Retirement Plan and, if the Participant does not
         have a beneficiary under the Qualified Plan, the Beneficiary under this
         Plan shall be his or her estate.

2.4.     "Board" means the Board of Directors of the Company.

2.5.     "Cause" means, in the reasonable judgment of the Board, (i) the willful
         engaging by the Participant in conduct which is demonstrably and
         materially injurious to the


                                      -1-
<PAGE>

         Company, monetarily or otherwise, (ii) the Participant's conviction of
         a felony in connection with the Participant's employment with the
         Company, (iii) the Participant's embezzlement or misappropriation of
         the Company's money or property, or (iv) the finding by the Securities
         and Exchange Commission or other government regulatory agency that the
         Participant has violated a rule or policy of such agency in connection
         with his or her employment with the Company and its subsidiaries.

2.6.     "Change in Corporate Structure" means the occurrence of any of the
         following events:

         (a)      a merger, consolidation, reorganization, or change in control
                  of the Company with or involving any other corporation or
                  entity, in which the Company is not the surviving entity; or

         (b)      the sale or disposition of all or substantially all of the
                  Company's assets.

2.7.     "Code" means the Internal Revenue Code of 1986, as amended.

2.8.     "Company" means TruServ Corporation, a Delaware corporation.

2.9.     "Compensation" means, for any calendar year, the base salary plus
         short-term incentive pay, which is paid for goal or performance
         achievements (except as provided below) to the Participant in such year
         related to prior year performance, plus pre-tax deferrals of base
         salary or short-term incentive pay under Sections 401(k) or 125 of the
         Code or under a nonqualified deferred compensation plan maintained by
         the Company during such year, but excluding amounts earned and/or paid
         to the Participant under any long-term incentive plan authorized by the
         Board during the year, and also excluding distributions to the
         Participant from any nonqualified plan during the year. Payments under
         one-time bonus or incentive plans and arrangements, recognition awards
         and other similar special incentives shall not be treated as eligible
         Compensation under the Plan. Notwithstanding the foregoing provisions
         of this Section 2.9, in no event shall a Participant's Compensation
         include continued salary or other compensation received by the
         Participant pursuant to the terms of a severance agreement or similar
         type arrangement under which the Participant receives salary or
         compensation for periods that he or she is not expected to perform any
         significant duties for the Company. For purposes of the Plan,
         Compensation shall cease on the last date that the Participant performs
         any significant services on a full-time basis for the Company, as
         determined by the Administrator. Consulting services compensation is
         excluded from the definition of Compensation.

2.10.    "ERISA" means the Employee Retirement Income Security Act of 1974, as
         amended.


                                      -2-

<PAGE>
2.11.    "Final Average Compensation" means, as of any date, the Participant's
         average annual Compensation during the three calendar years in which
         the Participant's Compensation was the highest out of the ten calendar
         years of continuous employment with the Company or a Predecessor
         Company immediately preceding such date. In the event of a Change in
         Corporate Structure, if the Participant does not have three calendar
         years of Compensation in such ten year period, the Participant's
         average annual Compensation will be calculated based on the number of
         calendar years of Compensation available. If such Participant has less
         than a full calendar year of Compensation on such date, the
         Participant's base salary paid in the calendar year of the Change in
         Corporate Structure through the Change in Corporate Structure date
         shall be used as Final Average Compensation.

2.12.    "Officer" means an employee who is employed in the position of Vice
         President or above. The Officers who are eligible for the Plan as of
         the Effective Date are set forth in Exhibit A. The Administrator shall
         have the authority to revise Exhibit A from time to time, and any such
         revised Exhibit A shall be included as a part of the Plan without the
         need for further amendment.

2.13.    "Participant" means an Officer who is eligible for participation in the
         Plan, determined in accordance with Article III.

2.14.    "Predecessor Corporation" means, unless the Administrator in its sole
         discretion determines otherwise, a corporation or other entity which
         has been acquired by the Company or which becomes a part of the Company
         through merger, consolidation, reorganization or a similar type
         transaction.

2.15.    "Qualified Retirement Plan" means any pension benefit plan which is
         maintained by the Company or any subsidiary thereof which is intended
         to be qualified under Section 401(a) of the Code, excluding the TruServ
         Corporation Employee Savings and Compensation Deferral Plan and any
         successor thereto.

2.16.    "Termination Date" means the date that a Participant ceases to perform
         services for the Company and its subsidiaries for any reason.

2.17.    "Years of Service" means, as of any date, a Participant's number of
         eligible "years of service" calculated in accordance with the service
         crediting rules in the Qualified Retirement Plan under which the
         Participant is covered, subject to the following provisions of this
         Section 2.17.

         (a)      For individuals who first become Participants in the Plan on
                  or after the Effective Date, Years of Service shall be
                  calculated using only service from the date the individual
                  first becomes an Officer of the Company.

         (b)      If a Participant terminates employment and is rehired on or
                  after the Effective Date, such Participant's Years of Service
                  under the Plan, if any,


                                      -3-



<PAGE>

                  after his or her rehire date, shall include only Years of
                  Service as an Officer since the Participant's rehire date.

         (c)      Notwithstanding any provision of the Plan to the contrary, in
                  no event shall a Participant be credited with Years of Service
                  for any period that the Participant is receiving salary or
                  other compensation pursuant to the terms of a severance
                  agreement or consulting agreement or similar type arrangement.
                  Service credit shall end on the last date that the Participant
                  performs any significant services for the Company, as
                  determined by the Administrator, unless such severance
                  agreement or arrangement specifically provides that a
                  different date will be used for purposes of this Plan.

                                  ARTICLE III.

                                  PARTICIPATION


3.1.     Eligibility. Each employee of the Company or its subsidiaries who is an
         Officer shall be eligible to participate in the Plan as of the date
         such employee is first employed as an Officer.

3.2.     Condition of Participation. Notwithstanding any other provision of the
         Plan to the contrary, if the Administrator determines that
         participation by one or more Participants shall cause the Plan to be
         subject to Part 2, 3 or 4 of Subtitle B of Title I of ERISA, the entire
         interest of such Participants under the Plan shall be immediately paid
         to them, or shall otherwise be segregated from the Plan in the
         discretion of the Administrator, and such Participants shall cease to
         have any interest under the Plan.


                                   ARTICLE IV.

                                  PLAN BENEFITS


4.1.     Amount of Benefit. A Participant's benefit under the Plan, as of any
         date, will be an amount equal to (a) below, minus (b) below:

         (a)      the sum of the Participant's Final Average Pay, multiplied by
                  33%, multiplied by the Participant's number of Years of
                  Service earned under the Plan, up to a maximum of 660% of the
                  Participant's Final Average Compensation;

                           LESS

         (b)      the lump sum Actuarial Equivalent value of the benefit under
                  the Qualified Retirement Plan that was paid or payable to the
                  Participant as of such date.



                                      -4-

<PAGE>

4.2.     Vesting. Subject to Section 5.3 and the following provisions of this
         Section 4.2, a Participant shall become fully vested in his or her
         benefit under the Plan after five "years of service" (within the
         meaning of the Qualified Retirement Plan). If a Participant's
         Termination Date occurs for reasons of Cause, the Participant's benefit
         under the Plan shall be permanently forfeited and no amount will be
         payable to the Participant or his or her Beneficiary. If, within 90
         days of the Participant's Termination Date, it is determined by the
         Board that prior to such Termination Date, events (or the absence of
         events) existed that would have justified the Participant's employment
         being terminated by the Company for Cause, the Participant's
         Termination Date will be deemed to be for Cause for purposes of the
         Plan. If, following payment of a Participant's Plan benefits, it is
         found by a court, the SEC or other government agency of competent
         jurisdiction, that the Participant has engaged in acts (or omissions)
         that would have justified the Participant's employment being terminated
         for Cause, all amounts previously paid to the Participant under the
         Plan shall be repaid to the Company. If the Participant fails to repay
         such amount after demand by the Company, the Participant shall be
         required to reimburse the Company for any legal fees and other costs
         incurred by the Company in obtaining such repayment. If the Participant
         terminates employment prior to the date the Participant is vested in
         his or her Plan benefits, such benefits shall be permanently forfeited
         and if the Participant is later rehired, such Participant shall be
         treated as a new Participant for purposes of determining the amount of
         benefits payable under the Plan, if any, after his or her rehire date.

4.3.     Death Benefit. If the Participant's Termination Date occurs by reason
         of death, the Participant's Beneficiary shall be entitled to a death
         benefit under the Plan equal to (a) below, multiplied by (b) below,
         minus (c) below:

         (a)      the sum of the Participant's Final Average Pay, multiplied by
                  33%, multiplied by the Participant's number of Years of
                  Service earned under the Plan, up to a maximum of 660% of the
                  Participant's Final Average Compensation;

                           MULTIPLIED BY

         (b)      55%;

                           LESS

         (c)      the lump sum Actuarial Equivalent value of the Participant's
                  benefit that was paid or payable to the Participant's
                  beneficiary, if any, under the Qualified Retirement Plan as of
                  such Termination Date.

         If the Participant dies after his or her Termination Date but prior to
         the time payment of Plan benefits has been made, payment of the
         Participant's benefit under Section 4.1 shall be made to the
         Beneficiary in lieu of the death benefit



                                      -5-
<PAGE>

         provided under this Section 4.3. If a Participant who is terminated and
         not vested at the Termination Date dies after termination but before
         the 90 day normal payout period, there is no death benefit payable
         under the Plan.

4.4.     Effect of Trust. If the Company has established a trust under Section
         8.3 for purposes of assisting it in meeting its Plan obligations, then
         the amount of any benefits payable from the general assets of the
         Company under the Plan pursuant to this Article IV shall be reduced by
         the amount of any benefits paid to the Participant or Beneficiary, as
         applicable, from such trust.


                                   ARTICLE V.

                               PAYMENT OF BENEFITS


5.1.     Payment of Benefits. A Participant's benefit determined in accordance
         with Section 4.1 shall be paid in a lump sum cash payment 90 days after
         the Participant's Termination Date or as soon as administratively
         practicable thereafter. If the Participant's Termination Date occurs by
         reason of death, the benefit determined in accordance with Section 4.3
         shall be paid to the Participant's Beneficiary in a lump sum cash
         payment 90 days after the Participant's Termination Date or as soon as
         administratively practicable thereafter. If payment is not made within
         120 days of the Participant's Termination Date, the benefit payable
         shall accrue interest, compounded annually, from the 121st day
         following the Participant's Termination Date until the date on which
         payment is made, at the applicable short-term federal rate (within the
         meaning of Section 1274(d) of the Code). The short-term federal rate
         shall be the rate in effect on the Participant's Termination Date.
         Notwithstanding the foregoing provisions of this Section 5.1, the
         Board, in its discretion, may defer the payment of benefits under this
         Section 5.1 to the extent that it determines such deferral is necessary
         to prevent a default under the terms of any financing or similar
         agreement(s) between the Company and a lender or group of lenders, or
         if the Company is already in default under such an agreement(s) and
         unable to secure a waiver to make such payment. Any such deferred
         payment shall accrue interest as described in the foregoing provisions
         of this Section 5.1.

5.2.     Withholding. All benefits and payments under the Plan are subject to
         the withholding of all applicable Federal, state, local and employment
         taxes.

5.3.     Change in Corporate Structure. As of the effective date of a Change in
         Corporate Structure all Participants shall become fully vested in their
         benefits under the Plan. Unless the surviving or successor employer in
         a Change in Corporate Structure agrees to continue the Plan or provide
         Participants with a substitute nonqualified retirement plan, in either
         case with terms no less favorable than those under the Plan as in
         effect prior to the Change in Corporate Structure, all Plan



                                      -6-
<PAGE>

         benefits shall be paid in a lump sum cash payment as of the effective
         date of the Change in Corporate Structure.


                                   ARTICLE VI.

                                 ADMINISTRATION


6.1.     Authority of Administrator. The Administrator shall have full power and
         authority to carry out the terms of the Plan. The Administrator's
         interpretation, construction and administration of the Plan, including
         any adjustment of the amount or recipient of the payments to be made,
         shall be binding and conclusive on all persons for all purposes.
         Neither the Company, including its officers, employees or directors,
         nor the Administrator or the Board or any member thereof, shall be
         liable to any person for any action taken or omitted in connection with
         the interpretation, construction and administration of the Plan.

6.2.     Participant's Duty to Furnish Information. Each Participant shall
         furnish to the Administrator such information as it may from time to
         time request for the purpose of the proper administration of this Plan.

6.3.     Claims Procedure. If a Participant or Beneficiary ("Claimant") is
         denied all or a portion of an expected benefit under this Plan for any
         reason, he or she may file a claim with the Administrator. The
         Administrator shall notify the Claimant within 90 days of receipt of
         the claim of allowance or denial of the claim, unless the Claimant
         receives written notice from the Administrator prior to the end of the
         90-day period stating that special circumstances require an extension
         (of up to 90 additional days) of the time for decision. The notice of
         the decision shall be in writing, sent by certified mail to Claimant's
         last known address, and if a denial of the claim, shall contain the
         following information: (a) the specific reasons for the denial; (b)
         specific reference to pertinent provisions of the Plan on which the
         denial is based; and (c) if applicable, a description of any additional
         information or material necessary to perfect the claim, an explanation
         of why such information or material is necessary, and an explanation of
         the claims review procedure. A Claimant is entitled to request a review
         of any denial of his or her claim by the Board. The request for review
         must be submitted within 60 days of mailing of notice of the denial.
         Absent a request for review within the 60-day period, the claim shall
         be deemed to be conclusively denied. The Claimant or his or her
         representatives shall be entitled to review all pertinent documents,
         and to submit issues and comments orally and in writing. The Board
         shall render a review decision in writing within 60 days after receipt
         of a request for a review, provided that, in special circumstances the
         Board may extend the time for decision by not more than 60 days upon
         written notice to the Claimant. The Claimant shall receive written
         notice of the Board's review decision, together with specific reasons
         for the decision and reference to the pertinent provisions of the Plan.


                                      -7-
<PAGE>

                                  ARTICLE VII.

                            AMENDMENT AND TERMINATION


         The Board may amend or terminate the Plan at any time; provided that no
such amendment or termination shall have a material adverse effect on any
Participant's rights under the Plan accrued as of the date of such amendment or
termination. Upon termination of the Plan, all Plan benefits shall be paid to
Participants in a lump sum cash payment within 90 days of such termination date;
provided, however, if the Company is then in default under the terms of any
financing or similar agreement(s) between the Company and lender or group of
lenders and is unable to secure a waiver for such payment, or if the Board
determines that such payment would result in a default under such an
agreement(s), payment shall be deferred until a waiver can be secured or the
Board determines that payment can be made without causing a default. Any payment
deferred pursuant to the preceding sentence shall accrue interest from the 121st
day following the termination date in the manner described in Section 5.1. If
the Plan is terminated following a Change in Corporate Structure, all Plan
benefits shall be paid in a lump sum cash payment as soon as practicable
following such termination date.

                                  ARTICLE VIII.

                                  MISCELLANEOUS


8.1.     No Implied Rights. Neither the establishment of the Plan nor any
         amendment thereof shall be construed as giving any Participant,
         Beneficiary or any other person, individually or as a member of a
         group, any legal or equitable right unless such right shall be
         specifically provided for in the Plan or conferred by specific action
         of the Board or the Administrator in accordance with the terms and
         provisions of the Plan. Except as expressly provided in this Plan,
         neither the Company nor any of its subsidiaries shall be required or be
         liable to make any payment under the Plan.

8.2.     No Employment Rights. Nothing herein shall constitute a contract of
         employment or of continuing service or in any manner obligate the
         Company or any subsidiary to continue the services of any Participant,
         or obligate any Participant to continue in the service of the Company
         or subsidiaries, or as a limitation of the right of the Company or
         subsidiaries to discharge any of their employees, with or without
         cause.

8.3.     Unfunded Plan. No funds shall be segregated or earmarked for any
         current or former Participant, Beneficiary or other person under the
         Plan. However, the Company may establish one or more trusts to assist
         in meeting its obligations under the Plan, the assets of which shall be
         subject to the claims of the Company's general creditors. No current or
         former Participant, Beneficiary or other person,




                                      -8-
<PAGE>

         individually or as a member of a group, shall have any right, title or
         interest in any account, fund, grantor trust, or any asset that may be
         acquired by the Company in respect of its obligations under the Plan
         (other than as a general creditor of the Company with an unsecured
         claim against its general assets). In no event shall Participants'
         benefits under the Plan be treated as administrative claims or receive
         any priority for payment in any liquidation, bankruptcy or similar-type
         proceeding. The Company may also choose to use life insurance to assist
         it in meeting its obligations under the Plan. As a condition of
         participation in the Plan, each Participant agrees to execute any
         documents that may be required in connection with obtaining such
         insurance and to cooperate with any reasonable life insurance
         underwriting requirements.

8.4.     Nontransferability. Except as specifically provided by the Company,
         prior to payment thereof, no benefit under the Plan shall be assignable
         or subject to any manner of alienation, sale, transfer, claims of
         creditors, pledge, attachment or encumbrances of any kind, except
         pursuant to a domestic relations order awarding vested benefits to an
         "alternate payee" (within the meaning of Code Section 414(p)(8)) that
         the Administrator determines satisfies the criteria set forth in
         paragraphs (1), (2) and (3) of Code Section 414(p) (a "DRO").
         Notwithstanding any provision of the Plan to the contrary, the Plan
         benefits awarded to an alternate payee under a DRO shall be paid in a
         single lump sum to the alternate payee at the same time as Plan
         benefits are payable to the Participant or Beneficiary, as applicable,
         and the amount payable to the alternate payee will be deducted from the
         Participant's benefit determined under Section 4.1 or, if applicable,
         the Beneficiary's benefit determined under Section 4.3, prior to
         payment thereof.

8.5.     Offset. If, at the time payment is to be made under the Plan, the
         Participant or Beneficiary is indebted to or obligated to the Company,
         then any payment to be made to the Participant or Beneficiary, as
         applicable, may, at the discretion of the Administrator, be reduced by
         the amount of such indebtedness or obligation; provided that the
         election by the Administrator not to reduce such payment shall not
         constitute a waiver of the Company's claim for such indebtedness or
         obligation.

8.6.     Facility of Payment. If the Administrator receives evidence that a
         Participant or Beneficiary entitled to benefits under the Plan is
         physically or mentally incompetent in any way so as to be unable to
         manage his or her financial affairs, and another person or institution
         is maintaining or has custody of such Participant or Beneficiary, and
         no guardian, committee or other representative of the estate of such
         person has been duly appointed by a court of competent jurisdiction,
         then the Administrator may make payment under the Plan to such other
         person or institution. Any such determination by the Administrator
         shall be final and binding on all persons and any payment made pursuant
         to this Section 8.6 shall be a valid and complete discharge of the
         obligations of the Company under the Plan.


                                      -9-
<PAGE>

8.7.     Successors and Assigns. The rights, privileges, benefits and
         obligations under the Plan are intended to be, and shall be treated as
         legal obligations of and binding upon the Company, its successors and
         assigns, including successors by merger, consolidation, reorganization
         or otherwise.

8.8.     Applicable Law This Plan is established under and will be construed
         according to the laws of the State of Illinois, to the extent not
         preempted by the laws of the United States.

                                      * * *





                                      -10-
<PAGE>




         IN WITNESS WHEREOF, the undersigned has caused this Plan to be executed
in the name of and on behalf of the Company, this 16th day of December, 2002.

                                 TRUSERV CORPORATION




                                 By  /s/ PAMELA FORBES LIEBERMAN
                                     -------------------------------------------

                                 Its  President and Chief Executive Officer
                                      ------------------------------------------




                                      -11-
<PAGE>



                                                               EXHIBIT A
                                                               ELIGIBLE OFFICERS


                             As of December 15, 2002


PAMELA FORBES LIEBERMAN
WILLIAM F. GODWIN
NEIL A. HASTIE
BRIAN C. KIERNAN
JON M. JOHNSON
MANFRED L. KIRST
AMY W. MYSEL
ROBERT OSTROV
MICHAEL D. ROSEN
DAVID A. SHADDUCK
BARBARA L. WAGNER
CAROL W. WENTWORTH









By: /s/ PAMELA FORBES LIEBERMAN
  -----------------------------------
                  Administrator


Date:  December 16, 2002
       ------------------------------




                                      -12-