Exhibit 10.19

                               SEVERANCE AGREEMENT

         This  SEVERANCE  AGREEMENT  ("Agreement"),  dated February 25, 2000, is
entered into by and between TITANIUM METALS CORPORATION,  a Delaware corporation
(the "Company"), and Andrew R. Dixey ("Executive").

                                    RECITALS

         A. Executive has been an employee and executive officer of the Company,
last serving in the capacity of President & Chief Operating Officer.

         B.  Executive  has agreed to resign  his  employment  with the  Company
effective  February  4, 2000 (the  "Separation  Date"),  and this  Agreement  is
intended to memorialize the terms of Executive's separation from the Company.

                              TERMS AND CONDITION

         In  consideration  of the  respective  covenants and  agreements of the
parties contained in this Agreement, the parties agree as follows:

         1. EMPLOYMENT SEPARATION DATE. Executive's last day of active work as a
TIMET  employee will be February 4, 2000. On such date,  Executive  shall resign
from each position as an officer of the Company and any of its  subsidiaries  or
affiliates.  Executive  agrees,  if  requested,  to execute  and  deliver to the
Company a written resignation evidencing the foregoing.

         2.  SEVERANCE  BENEFITS.  Upon the  effectiveness  of this Agreement in
accordance with Section 12, the Company will provide Executive with the payments
and benefits set forth on Exhibit A, attached hereto and incorporated  herein by
this reference. Executive acknowledges that the benefits identified in Exhibit A
constitute all benefits to which Executive is entitled under any Company plan or
program, including, without limitation, the Company's Executive Severance Policy
applicable to Executive.

         3.       CONFIDENTIALITY; PROPRIETARY RIGHTS.

                  (a)  Executive  recognizes  and  acknowledges  that the  trade
         secrets and  proprietary  information and procedures of the Company and
         its  affiliates,  as they may exist  from time to time,  are  valuable,
         special and unique assets of the Company and its affiliates'  business,
         access to and  knowledge of which are essential to the  performance  of
         Executive's  duties hereunder.  Executive agrees to hold as the Company
         and its affiliates' property,  all memoranda,  books, papers,  letters,
         formulas and other data, and all copies  thereof and therefrom,  in any
         way relating to the Company and its  affiliates'  business and affairs,
         whether made by him or  otherwise  coming into his  possession,  and on
         termination  of his  employment,  or on demand of the Company or any of
         its affiliates,  at any time, to deliver the same to the Company or any
         of its affiliates.

<PAGE>

                  (b) Executive hereby agrees he will not at any time during his
         employment or thereafter disclose to any third party (other than in the
         ordinary course of business of the Company or any of its affiliates) or
         use for the  benefit  of himself  or any third  party any  Confidential
         Information  (as such term is defined in Section  3(d)  below)  without
         prior written authorization of the Company or one of its affiliates.

                  (c)  Executive  hereby  sells,  transfers  and  assigns to the
         Company all of his entire right,  title and interest to the Proprietary
         Rights (as such term is defined  in Section  3(e)  below) and agrees to
         promptly  take all action and sign and deliver all  instruments  as the
         Company or any of its affiliates may require at any time hereafter: (i)
         to vest or perfect  in the  Company  and its  successors,  assigns  and
         nominees  all  right,  title  and  interest  in and to the  Proprietary
         Rights;  (ii) to assist the Company or any of its  affiliates in filing
         or prosecuting any application for  registration,  in Executive's name,
         the  Company's  name,  the name of any of its  affiliates  or any other
         name,  in  any  country,  for  any  patent,  trademark,  service  mark,
         copyright,  mask work or other registration on the Proprietary  Rights,
         or  any  modification,  reissue,  division,  continuation,  revival  or
         extension  thereof;  or (iii) in conducting any legal or administrative
         proceedings for securing,  protecting or enforcing any of the foregoing
         or otherwise  relating to the  Proprietary  Rights.  Executive  further
         agrees to disclose to the Company or any of its affiliates promptly all
         information,  details and data pertaining to the Proprietary  Rights to
         the extent such information, details or data are not presently known to
         the Company or any of its affiliates.

                  (d) As  used  in this  Agreement,  "Confidential  Information"
         shall mean  information  which is not generally  known to the public in
         the form available to Executive and which was or is used,  developed or
         obtained  by the  Company  or any of  its  affiliates  relating  to the
         business  of the  Company or any of its  affiliates,  or  research  and
         development,  including,  but not  limited  to, all client or  customer
         lists, marketing strategies and techniques,  trade secrets, engineering
         or other  know-how or other  information  pertaining  to the  financial
         condition,  business,  research  and  development  or  prospects of the
         Company or any of its affiliates.

                  (e) As used in this Agreement, "Proprietary Rights" shall mean
         any and all inventions,  discoveries,  research,  engineering  methods,
         systems,  formulas,  designs, mask works,  copyrights,  software, data,
         processes,  products,  projects,   improvements  and  developments  all
         whether or not  published,  confidential,  protected or  susceptible of
         protection by patent, trademark,  service mark, copyright or other form
         of legal  protection  and  whether or not any  attempt has been made to
         secure  such  protection,  which  were  made,  conceived  or reduced to
         practice  at  any  time  by  Executive  or by  any  other  employee  or
         consultant of the Company or any of its  affiliates,  or in whole or in
         part at the expense of, on the premises of, or with the  assistance  of
         the  employees  or  consultants  of, with the  equipment or supplies or
         those of the  employees  or  consultants  of, the Company or any of its
         affiliates, and any and all other Confidential Information.

<PAGE>

         4.  COVENANT NOT TO COMPETE AND  NON-SOLICITATION  COVENANT.  Executive
agrees to abide by the  following  covenants  and promises for a period from the
Separation  Date and  continuing  for a period  of two (2) years  following  the
Separation Date:

                  (a)  Executive   will  not  engage  in,   represent,   furnish
         consultant  services to, be employed by, or have any interest  (whether
         as owner, principal,  director,  officer,  partner, agent,  consultant,
         stockholder,   or  otherwise)  in  any  business  that  is  engaged  in
         manufacture  or sale of  titanium  or  titanium  alloy  products.  Such
         restrictions  shall  apply  in the  specific  geographic  and  customer
         markets  served by the  Company  or any of its  affiliates  at any time
         during  the  period  of  this  covenant's  effectiveness  (which  shall
         include,  but not be limited to, the United States, the United Kingdom,
         Italy,  Germany,  and  France).  This  Section  4(a) shall not  prevent
         Executive from owning up to one percent (1%) of the  outstanding  stock
         of any publicly traded company which competes with the Company provided
         Executive does not participate in the business of such entity.

                  (b)      Executive will not:

     (i) solicit,  offer employment to, otherwise  attempt to hire, or assist in
the hiring of, any employee of the Company or any of its affiliates,

                           (ii) encourage,  induce,  assist, or assist others in
                  inducing  any such person to terminate  his or her  employment
                  with the Company or any of its affiliates, or

                           (iii)  in any way  interfere  with  the  relationship
                  between  the  Company  or  any  of its  affiliates  and  their
                  respective  employees to terminate such employees'  employment
                  with the Company or such affiliate.

Executive  agrees that the foregoing  covenants are  reasonable  with respect to
duration,  geographic area and scope. It is the desire and intent of the parties
that the  provisions  of this Section 4 shall be enforced to the fullest  extent
permissible  under the laws and public policies applied in each  jurisdiction in
which  enforcement is sought.  Accordingly,  if any  particular  portion of this
Section 4 shall be  adjudicated to be invalid or  unenforceable,  this Section 4
shall be deemed amended to delete  therefrom the portion thus  adjudicated to be
invalid  or  unenforceable,  such  deletion  to apply  only with  respect to the
operation  of this  Section  4 in the  particular  jurisdiction  in  which  such
adjudication is made.

<PAGE>

         5. NON-DISPARAGEMENT COVENANT.  Executive will not make any disclosure,
issue any public  statements or otherwise  cause to be disclosed any information
which is designed,  intended or might reasonably be anticipated to disparage the
Company or its reputation or to discourage suppliers or customers of the Company
or any of its  affiliates  from doing  business  with the  Company or any of its
affiliates,  or that might otherwise have a negative impact or adverse effect on
the Company or any of its affiliates.  Executive will not contact or solicit, or
direct or assist others to contact or solicit,  for the purpose of promoting any
person's  or  entity's  attempt  to  compete  with  the  Company  or  any of its
affiliates,  in any business carried on by the Company or any of its affiliates,
any customers,  suppliers or any other business  associates of or to the Company
or any of its  affiliates  (or any of the  foregoing  type of  entity  that  was
identified as prospective during  Executive's  employment by the Company) with a
view to  interfering in the  relationship  between the Company or such affiliate
and such customer, supplier or business associate.

         6. FURTHER  ASSISTANCE.  Following the Separation Date,  Executive will
provide  such  assistance  as may be  reasonably  requested  by the  Company  in
connection with actions taken by Executive during Executive's  employment by the
Company, including but not limited to assistance in connection with any lawsuits
or other  claims  against the Company  arising  from events  during  Executive's
employment by the Company.

         7. RELEASE.  In  consideration  of the payments to be made to Executive
under Section 2, Executive knowingly,  voluntarily, and irrevocably releases and
forever  discharges the Company and its affiliates and the respective  officers,
directors, shareholders, and employees of each of the foregoing, of and from all
actions or causes of action,  suits, debts,  covenants,  contracts,  agreements,
promises, obligations,  damages, judgments, executions,  liabilities, claims for
attorney's fees and costs or  disbursements,  and any other claims or demands of
whatever  kind or nature,  whether known or unknown,  suspected or  unsuspected,
which Executive or Executive's heirs, executors, or administrators ever had, now
have,  or may have against the Company or any of such other persons or entities,
including,  but not  limited  to, all  claims  under the Age  Discrimination  in
Employment Act of 1967 ("ADEA"),  Title VII of the Civil Rights Act of 1964, the
Americans  With  Disabilities  Act,  the  Family  and  Medical  Leave  Act,  the
Occupational  Safety and Health Act, the Employee Retirement Income Security Act
of 1974, (except for vested benefits),  the Older Workers Benefit Protection Act
("OWBPA")  as all of such laws have been  heretofore  amended,  or any  relevant
state law, also all claims of breach of contract,  all claims  sounding in tort,
all  claims of  wrongful  discharge,  and all  other  federal,  state,  or local
constitutional,  statutory,  or common law  claims or  actions  which in any way
refer to or arise out of:  (a)  Executive's  employment  with or  separation  of
employment  from the Company,  or (b) any other claim which Executive has or may
have which  arises,  IN WHOLE OR IN PART,  OUT OF ANY INCIDENT OR CONDUCT  WHICH
OCCURRED PRIOR TO THE SEPARATION  DATE;  PROVIDED,  however,  that the foregoing
shall not apply with respect to (i) any claims  arising under this  Agreement or
(ii) any claims that Executive may have had prior to the  Separation  Date under
any benefit plan sponsored by the COMPANY. BY SIGNING THIS AGREEMENT,  EXECUTIVE
EXPRESSLY  AGREES AND  UNDERSTANDS  THAT  EXECUTIVE IS GIVING TO THE COMPANY AND
CERTAIN OTHER PERSONS AND ENTITIES IDENTIFIED ABOVE A GENERAL RELEASE OF ANY AND
ALL CLAIMS THAT EXECUTIVE MAY HAVE AGAINST SUCH PERSONS OR ENTITIES.

<PAGE>

         8. EXECUTIVE'S ACKNOWLEDGEMENTS. For purposes of the waiver and release
set forth in Section 7, Executive acknowledges and agrees that:

                  (a)  the  severance   allowance  and  certain  other  benefits
         Executive  is  receiving  in exchange for his waiver and release are in
         addition to any  benefits or  anything of value to which  Executive  is
         otherwise entitled;

     (b) Executive has been advised to consult with an attorney prior to signing
this Agreement;

                  (c)  Executive  has been given at least  forty-five  (45) days
         after this Agreement was first provided to him to sign and deliver this
         Agreement to the Company (although Executive may choose to do so sooner
         than that);

                  (d)  Executive  has  received the  information  to which he is
         entitled  under  Section  7(f)(1)(H)  of the  ADEA  (attached  to  this
         Agreement as Exhibit B, and incorporated herein by this reference); and

                  (e)  Executive has been given a period of seven (7) days after
         the date of delivery of this  signed  Agreement  to the Company to void
         his  signature and the  provisions of this  Agreement and to revoke the
         waiver  and  release  set  forth  above.   Executive  acknowledges  and
         understands  that this  Agreement  will not be effective or enforceable
         until  such  seven (7) day period has  expired  and  Executive  has not
         voided, revoked or rescinded this Agreement during such period.

         9. COMPANY  PROPERTY.  Executive  agrees to return to the Company on or
prior  to the  Separation  Date  any and all  Company  property  in  Executive's
possession,  including without  limitation,  all Company computers,  telephones,
records, manuals and other documents,  credit cards, and telephone calling cards
and any and all property belonging to any customer of the Company.

         10. NO MITIGATION REQUIREMENT.  Executive is not required to seek other
employment  or  otherwise  mitigate the amount of any payments to be made by the
Company  pursuant to this  Agreement.  The payments  provided in this  Agreement
shall not be reduced by any  compensation  earned by  Executive as the result of
employment by another employer after the Separation Date, or otherwise.

         11.      BENEFIT PLANS AND PROGRAMS.

                  (a) Nothing  herein shall be construed to in any way limit the
         right of the  Company  (or any sponsor of any plan in which the Company
         participates),  acting in its sole discretion and in its own interests,
         to (i) modify,  at any time and from time to time, any of the terms and
         conditions  of any plan or program that it maintains for the benefit of
         its employees,  (ii) eliminate any such plan or program altogether,  or
         (iii)  modify,  at any  time and from  time to time,  the  terms of the
         Company's  participation  in any such  plan or  program  maintained  by
         another,  in each such case subject only to any provisions of such plan
         or  program  governing  its  amendment  or  termination.  All rights of
         Executive under this  Agreement,  insofar as they relate to Executive's
         participation in one or more such plans or programs, are expressly made
         subject to the foregoing rights of the Company (or other plan sponsor).

                  (b) Any  amounts  payable to  Executive  under this  Agreement
         pursuant  to the terms of any Company  plan or policy  shall be paid in
         accordance  with the  terms of such plan or  policy  and the  Company's
         customary  practice and timing with respect to any such  payments.  All
         such amounts shall be subject to applicable withholding requirements.

<PAGE>

         12.  EFFECTIVE  DATE;  RIGHT  OF  RESCISSION.  Prior  to  execution  by
Executive,  this  Agreement  constitutes  the  Company's  offer  of a  severance
benefits  package to Executive.  Upon  Executive's  execution of this Agreement,
Executive's  signature will evidence that Executive has voluntarily accepted the
Company's offer of this severance benefits package,  on the terms and conditions
described  herein.  Executive  understands  that he may  rescind  and revoke the
Agreement  for a period  of seven  (7) days  following  execution  and  delivery
thereof to the  Company.  Providing  Executive  does not  revoke or rescind  the
Agreement within seven (7) days following delivery of this executed Agreement to
the Company,  this Agreement will then be in full force and effect (and the date
on which that seven  (7)-day  period  ends shall be the  Agreement's  "Effective
Date").

         13. COMPLETE AGREEMENT;  SEVERABILITY.  This Agreement, those documents
expressly referred to herein and other documents executed by the parties of even
date embody the complete agreement between the parties in respect to the subject
matter of this  Agreement,  and supersede and preempt any prior  understandings,
agreements or  representations  by or among the parties,  written or oral, which
may have  related to the subject  matter  hereof in any way,  including  without
limitation,  (a) any prior  agreement  or  arrangement  between  the Company and
Executive with respect to the Company's providing benefits to Executive upon any
termination  of  Executive's  employment  with  the  Company  and (b) any  other
severance  plan,  program,  or policy  maintained  by the  Company or any of its
affiliates for salaried  employees  generally.  The  provisions  herein shall be
regarded as  divisible,  and if any of such  provisions  or any part thereof are
declared  invalid or  unenforceable,  the  validity  and  enforceability  of the
remainder of such  provisions  or parts  thereof and the  applicability  thereof
shall not be affected  thereby.  By virtue of this Agreement,  neither Executive
nor his beneficiaries  shall have any interest in or rights against any specific
assets of the Company,  and Executive and his spouse or other  beneficiary shall
have only the rights of a general unsecured creditor of the Company.

     14. COUNTERPARTS.  This Agreement may be executed in separate counterparts,
each of which is  deemed  to be an  original  and all of  which  taken  together
constitute one and the same agreement.

<PAGE>

         15.  SUCCESSORS  AND  ASSIGNS.  This  Agreement is intended to bind and
inure to the benefit of and be enforceable by Executive, the Company and each of
their  respective  successors  and  assigns;  provided  that in no  event  shall
Executive's  obligations  under this  Agreement be delegated or  transferred  by
Executive,  nor shall  Executive's  rights be subject to  encumbrance  or to the
claims of Executive's  creditors.  This Agreement is for the sole benefit of the
parties  hereto and shall not create any rights in third  parties other than the
Company's affiliates.

         16. REMEDIES.  The Company will be entitled to enforce its rights under
this Agreement  specifically,  to recover damages by reason of any breach of any
provision of this  Agreement and to exercise all other rights to which it may be
entitled.  Executive  agrees and  acknowledges  that money damages may not be an
adequate  remedy for breach of the  provisions  of this  Agreement  and that the
Company  may in its sole  discretion  apply to any  court  of law or  equity  of
competent  jurisdiction for specific  performance  and/or  injunctive  relief in
order to enforce or prevent any violations of the provisions of this Agreement.

         17. CHOICE OF LAW. All questions concerning the construction,  validity
and  interpretation  of this Agreement will be governed by the internal law, and
not the law of conflicts, of the State of Colorado.

         18.  MODIFICATIONS  AND WAIVERS.  No provision of this Agreement may be
modified,  altered or amended except by an instrument in writing executed by the
parties  hereto.  No waiver by any party hereto of any breach by any other party
hereto of any term or provision of this  Agreement to be performed by such other
party shall be deemed a waiver of similar or  dissimilar  terms or provisions at
the time or at any prior or subsequent time.

     19. HEADINGS.  The headings  contained herein are solely for the purpose of
reference,  are not part of this  Agreement  and shall not in any way affect the
meaning or interpretation of this Agreement.

         20. NOTICES. Except as otherwise expressly set forth in this Agreement,
all notices, requests and other communications to be given or delivered under or
by reason of the provisions of this  Agreement  shall be in writing and shall be
given (and, except as otherwise  provided in this Agreement,  shall be deemed to
have been  duly  given if so given) in  person,  by cable,  telegram,  facsimile
transmission,  mailed by first class  registered  or  certified  mail,  postage,
prepaid or sent by overnight  courier to the parties at the following  addresses
(or such  other  address  as shall  be  furnished  in  writing  by like  notice,
provided, however, that notice of change of address shall be effective only upon
receipt):

<PAGE>

                  NOTICES TO EXECUTIVE:

                  Andrew R. Dixey
                  Hill House
                  Bloxham, Banbury
                  Oxon OX15 4PH
                  England

                  NOTICES TO THE COMPANY:

                  Titanium Metals Corporation
                  1999 Broadway, Suite 4300
                  Denver, Colorado 80202
                  Attn.: General Counsel

     21. EXPENSES.  Each party will pay its own expenses in connection with this
Agreement and the performance of the transactions  and obligations  contemplated
by this Agreement.

         22.  AGREEMENT  CONFIDENTIAL.  Executive  agrees  to keep the facts and
terms of, and the  amounts to be paid under,  this  Agreement  confidential  and
refrain from  disclosing any of these details to any person  (except  members of
Executive's immediate family or his legal or accounting advisors).

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the day and year first above written.

                                                     EXECUTIVE

                                                     /s/ Andrew R. Dixey 2-18-00

                                                     ANDREW R. DIXEY

                                                     TITANIUM METALS CORPORATION

                                                     By:/s/ Robert E. Musgraves
                                                     Its:Vice President

<PAGE>


                                    EXHIBIT A

                                 ANDREW R. DIXEY

                               SEVERANCE BENEFITS

         1.       SEPARATION DATE--February 4, 2000

         2.       EARNED WAGES--on the Separation Date, the Company will pay
                  Dixey for all accrued but unpaid salary through the Separation
                  Date

          3.      SEPARATION  ALLOWANCE--in  accordance  with Dixey's  terms and
                  conditions of  employment,  as modified,  the Company will pay
                  Dixey a separation  allowance equal to $496,512 (equal to 1.5x
                  Dixey's  current  base  salary  plus  unapproved  supplemental
                  pension  contributions;  an  additional  0.5x base salary plus
                  unapproved   pension  funding  payable  for  covenant  not  to
                  compete--see  #9  below);  this  amount  will  be  payable  in
                  bi-weekly   installments   by  TIMET  UK  (in  British  Pounds
                  Sterling) on TIMET UK's regular  payroll  days,  starting with
                  the first payroll day following the Separation Date

         4.       1999 & 2000 BONUS--none

         5.       UK PENSION SCHEME--the Company will contribute to the TIMET UK
                  approved  Pension  Scheme  on  behalf  of  Dixey  (but not the
                  unapproved,  supplemental  scheme)  on the  same  basis  as it
                  currently  contributes  for two years following the Separation
                  Date

         6.       COMPANY  WELFARE BENEFIT  PROGRAMS--the  Company will continue
                  the participation of Dixey and his eligible  dependants in all
                  TIMET UK welfare benefit programs (e.g., medical,  dental, and
                  vision   plans;   life,    travel,    accidental   death   and
                  dismemberment, and long-term disability insurance programs) in
                  which Dixey is (or his eligible dependants are) enrolled as of
                  the  Separation  Date,  other than any  short-term  disability
                  program,  through the earlier of (a) two years  following  the
                  Separation  Date or (b) the date  Dixey  becomes  eligible  to
                  participate  in the healthcare  programs of another  employer;
                  Dixey's  continued  participation in these programs will be on
                  the same  terms  and  conditions  as these  programs  are made
                  available  generally  to  directors  of TIMET UK  during  this
                  period;  Dixey will be obligated to make any required employee
                  contributions, premium payments, or co-payments as required by
                  any such plan

<PAGE>

         7.       STOCK-BASED PROGRAMS--any stock options granted by the Company
                  to Dixey will continue for two years  following the Separation
                  Date, but only to the extent vested as of the Separation Date;
                  any  such  stock  options  that  are  not  vested  as  of  the
                  Separation Date will lapse as of the Separation Date

         8.       OUTPLACEMENT  ASSISTANCE--the  Company will provide Dixey with
                  six  months  of  outplacement  assistance  through  Sanders  &
                  Sidney,  not to exceed  $40,000;  program  may be  extended at
                  Company's option

         9.       COVENANT NOT TO  COMPETE--covenant  by Dixey not to compete in
                  the titanium  industry for two years;  in  consideration,  the
                  Company will pay Dixey the sum of  $165,504;  this amount will
                  be payable in bi-weekly  installments on the Company's regular
                  payroll  days,  starting  with the first payroll day following
                  the 18-month  anniversary of the Separation  Date (providing a
                  total  of   24-months   of  salary  and   unapproved   pension
                  continuation)

         10.      RELOCATION  ASSISTANCE--Company  will  pay  or  reimburse  for
                  reasonable costs for selling Dixey Denver loft (i.e., broker's
                  commission,  customary  seller's closing costs), not to exceed
                  $30,000;  Company will pay or reimburse for  reasonable  costs
                  associated with shipping  contents of loft back to the UK, not
                  to exceed $20,000

         11.      TAX  ASSISTANCE--Company  will provide assistance in the
                  preparation of   US tax returns for 1999 and 2000 tax years,
                  not to exceed $7,000


         12.      STOCK LOAN  PROGRAM--the  Company  will permit  Dixey to defer
                  payment of  principal  and  interest on his  outstanding  loan
                  under the  Executive  Stock Loan  Program for up to five years
                  after the Separation Date; unpaid interest will be rolled into
                  principal on a quarterly basis; the loan will become due prior
                  to the end of such five year period if the stock  securing the
                  loan could be sold and the loan fully repaid from the proceeds
                  without incurring any loss

         13.      DIRECTORSHIPS--Dixey  agrees to stay on the  TIMET UK  Pension
                  Committee and the Boards of Special  Metals and ValTimet until
                  such time as Company requests resignation;  current plan is to
                  replace Dixey on Pension Committee by May 2000, Special Metals
                  Board by May 2000, and ValTimet Board by March 2000

         14.      MISCELLANEOUS--Dixey will be required to sign standard release
                  and waiver (including a waiver of any claim to vacation pay),
                  confidentiality, non-disparagement, etc. provisions

                                      - 2 -

<PAGE>


                                    Exhibit B

     The following  information  is provided to you in  accordance  with the Age
Discrimination in Employment Act, as amended, 29 U.S.C. Sec. 626(f)(1)(H).

A.       29 U.S.C. Sec. 626(f)(1)(H)(i):

     1. The class, unit, or group of individuals  covered by this program are as
follows: President & Chief Operating Officer

     2. The  eligibility  factors for this  program  are as follows:  Having the
position identified in item 1.


     3. The time limits applicable to this program are as follows:  January 2000
corporate restructuring.

B.       29 U.S.C. Sec. 626(f)(1)(H)(ii):

     1. The job titles, numbers and ages of all individuals eligible or selected
for the program are as follows:

<TABLE>
<CAPTION>
          Job Title                Number of Employees                Age
<S>                                       <C>                         <C>
         President & Chief                 1                           49
         Operating Officer
</TABLE>

     2.  The job  titles,  ages,  and  number  of  individuals  in the  same job
classification or organizational  unit who were not eligible or selected for the
program are as follows:
<TABLE>
<CAPTION>

                  <S>           <C>                     <C>
                  Job Title      Number of Employees     Age

                  N/A

</TABLE>


                                       B-1