<PAGE>

                                                                   EXHIBIT 10.12

                                [GRAPHIC OMITTED]

                     FLEXIBLE PERQUISITE PROGRAM GUIDELINES

UPDATED:  JANUARY 1, 2000
REVISED:  OCTOBER, 1996


<PAGE>

<TABLE>

<CAPTION>

                                TABLE OF CONTENTS
                                -----------------

<S>                                                                       <C>
CONTACT LIST.................................................................5

FLEXIBLE PERQUISITE PROGRAM GUIDELINES.......................................6

   OBJECTIVE.................................................................6

OVERVIEW.....................................................................7

   CORE PERQUISITES..........................................................7
   ADDITIONAL FLEXIBLE PERQUISITES...........................................7
   SPECIAL BENEFITS..........................................................8
   TAX IMPLICATION...........................................................8
   EFFECTIVE DATE OF PROGRAM.................................................8
   ELIGIBILITY...............................................................8
   ELIGIBILITY AFTER JANUARY 1 OF PROGRAM YEAR...............................9
   ELIGIBILITY CHANGES.......................................................9
      JOB LEVEL ASSIGNMENT...................................................9
      DISABILITY............................................................10
      RETIREMENT............................................................10
      DEATH.................................................................10
      TERMINATION FOR OTHER REASONS.........................................11
      COMPENSATION CONTINUANCE/SALARY & BENEFIT CONTINUATION................11
   FLEXIBLE PERQUISITE ALLOWANCE............................................12
      COMPENSATION CONTINUANCE/SALARY & BENEFIT CONTINUATION................12

CORE PERQUISITES............................................................13

   COMPANY CAR..............................................................13
      SELECTION OF CAR......................................................13
      MAINTENANCE...........................................................13
      INSURANCE.............................................................13
      RETENTION.............................................................13
   COMPANY-CAR UPGRADE......................................................14
      UPGRADE APPROVAL......................................................14
      COMPANY-CAR TAX IMPLICATION...........................................15
      ANNUAL-LEASE VALUE IMPUTATION.........................................15
      COMPANY-CAR UPGRADE IMPUTATION........................................16
      CHANGE IN JOB LEVEL...................................................16
      COMPENSATION CONTINUANCE/SALARY & BENEFIT CONTINUATION................16
   EXECUTIVE MEDICAL/DENTAL.................................................17
      TAX IMPLICATION.......................................................17
      ENROLLMENT............................................................17
      ELIGIBLE DEPENDENTS...................................................17
      COMPENSATION CONTINUANCE/SALARY & BENEFIT CONTINUATION................17
   BUSINESS TRAVEL ACCIDENT INSURANCE.......................................18
      TAX IMPLICATION.......................................................18
      ENROLLMENT............................................................18
      BENEFICIARY...........................................................18
      COMPENSATION CONTINUANCE/SALARY & BENEFIT CONTINUATION................18

</TABLE>


                                       2
<PAGE>

<TABLE>

<CAPTION>

<S>                                                                       <C>
   EXECUTIVE LIFE INSURANCE.................................................20
      ENROLLMENT/CANCELLATION...............................................20
      COMPENSATION CONTINUANCE/SALARY & BENEFIT CONTINUATION................21
   EXECUTIVE PERSONAL AUTO INSURANCE      ..................................23
      ELIGIBLE DEPENDENTS...................................................23
      ENROLLMENT/CANCELLATION...............................................24
      IMPUTED INCOME........................................................24
      COMPENSATION CONTINUANCE/SALARY & BENEFIT CONTINUATION................24
   EXECUTIVE EXCESS LIABILITY INSURANCE.....................................25
      ENROLLMENT/CANCELLATION...............................................26
      COMPENSATION CONTINUANCE/SALARY & BENEFIT CONTINUATION................27
CLUB INITIATION FEES........................................................28

DISCLOSURE..................................................................28

</TABLE>


                                       3
<PAGE>

The Program described in this booklet does not create or give any contractual
rights to any employee nor is it evidence of any contract or covenant of
employment. Nabisco reserves the right to modify, revoke, suspend or change any
program or service that is described. This booklet is the property of Nabisco
and may not be reproduced or distributed outside the Company without the
permission of the Executive Vice President and Chief Personnel Officer.


                                       4
<PAGE>

                          NABISCO, INC. -- CONTACT LIST
                          -----------------------------

                             EXECUTIVE COMPENSATION
                             ----------------------
     MICHELLE PEDULLA                                     SUSAN REUTER
     (973) 503-3094                                       (973) 503-3881

                             Nabisco, Inc.
                             100 DeForest Avenue
                             East Hanover, NJ  07936
                             Fax: (973) 503-3223

PLEASE NOTE: ALL ENROLLMENT AND CANCELLATION FORMS SHOULD BE MAILED DIRECTLY TO
                               MICHELLE PEDULLA.

--------------------------------------------------------------------------------

                                     MEDICAL
                                     -------

                              MARY MAYERL
                              Executive Claim
                              Aetna Life & Casualty
                              P.O. Box 31450
                              Tampa, FL  33631-3450
                              (813) 775-0138

--------------------------------------------------------------------------------

                                     DENTAL
                                     ------

              DON HICKEY                                     WENDY GUILLERMAIN
              (973) 285-4086                                 (973) 285-4207

                               Delta Dental
                               1639 Route 10
                               Parsippany, NJ  07054

--------------------------------------------------------------------------------

                                      FLEET
                                      -----

              BILL KIDDLE                                   ALICE GREENE
              (973) 503-2767                                (973) 503-2773

                               Nabisco, Inc.
                               100 DeForest Avenue
                               East Hanover, NJ 07936

--------------------------------------------------------------------------------

                                 RISK MANAGEMENT
                                 ---------------

                              PAMELA PLAZA
                              Nabisco, Inc.
                              7 Campus Drive
                              Parsippany, NJ 07054
                              (973) 682-7310


                                       5
<PAGE>

                     FLEXIBLE PERQUISITE PROGRAM GUIDELINES
                     --------------------------------------

OBJECTIVE

The Flexible Perquisite Program has been designed to offer executive perquisites
which consider executives' personal needs by providing "choice" in selecting
perquisites and perquisite providers. The Program enables executives to avail
themselves of those perquisites most suitable to his/her individual needs
utilizing a flexible perquisite allowance. The Program is based upon the results
of a competitive total compensation analysis and will be reviewed annually to
ensure its continued competitiveness.


                                       6
<PAGE>

                                    OVERVIEW
                                    --------

The Flexible Perquisite Program allows eligible executives to make independent
decisions, which provide them with lifestyle-sensitive enhancements.

--------------------------------------------------------------------------------

This Program consists of a Flexible Perquisite Allowance and Core Perquisites,
as follows:

-    FLEXIBLE PERQUISITE ALLOWANCE

     A flexible perquisite allowance will be granted based on the executive's
     Job Level at the beginning of each Program year. The perquisite allowance
     will be paid to the executive in four quarterly payments. At the end of
     each quarter, a payment less appropriate taxes will be issued, via direct
     deposit or check, whichever is applicable.

     An executive, who is actively employed by the Company, will have an
     opportunity to participate in the Nabisco Deferred Compensation Plan and
     defer up to 100% of his/her allowance. However, no deferral election shall
     reduce his/her compensation below the amount necessary to satisfy
     applicable employment taxes (e.g., FICA/Medicare), Company-sponsored
     insurance and/or Company-car upgrade amounts purchased under the Flexible
     Perquisite Program.

CORE PERQUISITES

               -    Company car
               -    Executive Medical/Dental Insurance
               -    Business Travel Accident Insurance
               -    Club initiation fee

ADDITIONAL FLEXIBLE PERQUISITES

     An executive may purchase Company-sponsored Insurance programs and
     Individual Selection, as follows:

          -    Company-car upgrade

          -    Company-Sponsored Insurance:

                    >>   EXECUTIVE LIFE INSURANCE
                    >>   EXECUTIVE PERSONAL AUTO INSURANCE
                    >>   EXECUTIVE EXCESS LIABILITY INSURANCE


                                       7
<PAGE>

SPECIAL BENEFITS

     Upon eligibility to the Flexible Perquisite Program, an executive will also
     receive the following special benefits:

          -    First Class Travel
          -    Reserved Parking Space
          -    Corporate Executive Credit Card

TAX IMPLICATION

-    FLEXIBLE PERQUISITES: The flexible perquisite allowance is taxable and
     Federal tax will be withheld at the rate of 28


                                        8
<PAGE>

     minimum rate.

-    CORE PERQUISITES: Business Travel Accident Insurance is non-taxable to the
     executive. The entire Annual Lease Value (ALV) of an executive's Company
     car is taxable income and imputed to his/her income each pay period during
     the Program year. Such amount will be reduced based on the ratio of
     business to personal miles in December of the Program year (refer to
     Company car section for further details).

-    ADDITIONAL PERQUISITES: An executive's income will be imputed based on the
     value of insurance benefit(s) purchased, i.e., life insurance, personal
     auto insurance and excess liability premiums in December of the Program
     year. The Company-car upgrade imputation will occur each pay period during
     the Program year (refer to Company car section for further details).

EFFECTIVE DATE OF PROGRAM

January 1, 1991

PROGRAM YEAR

January 1 - December 31

ELIGIBILITY

Participation in the Flexible Perquisite Program is limited to executives whose
Job Levels are included in the Executive Salary Structure. Each executive's
flexible perquisite allowance is determined by his/her Job Level within the
Executive Salary Structure.


<PAGE>

ELIGIBILITY AFTER JANUARY 1 OF PROGRAM YEAR

If eligibility occurs after January 1 of a Program year, the executive will be
eligible for Core Perquisites and a prorata perquisite allowance for his/her Job
Level.

ELIGIBILITY CHANGES

JOB LEVEL ASSIGNMENT

If an executive is PROMOTED TO A HIGHER JOB LEVEL, the adjusted perquisite
allowance balance will be based on the prorata allowance variance between the
allowance designated for the CURRENT JOB LEVEL and the NEW JOB LEVEL. Such
amount will be ADDED to the current balance. The proration will be effective as
of the date of promotion.

Example:

On January 1, a Grade D executive is granted a $25,000 flexible perquisite
allowance. The executive utilizes $10,000 between January 1 and June 30. On July
1, the executive is promoted to Grade C and is entitled to a flexible allowance
of $32,500. The difference between the two Job Levels is $7,500. This variance
is prorated based on the number of months in the new Job Level during the
Program year, namely, six (6) months and is equal to $3,750.

Therefore, the executive has an adjusted allowance balance on July 1 of $18,750,
as follows:

<TABLE>

<CAPTION>

                                                        ALLOWANCES

    <S>                                               <C>
      Job Level D-January 1 Allowance                     $25,000
      January 1-June 30 Allowance Used                    (10,000)
                                                         --------
      Balance                                              15,000
      Promotion to Job Level C                              3,750  prorata
                                                            -----
      July 1 Adjusted Allowance Balance                   $18,750

</TABLE>

If an executive is ASSIGNED TO A LOWER-GRADED JOB LEVEL THAT IS STILL ELIGIBLE
FOR THE PROGRAM, the executive will maintain the flexible perquisite allowance
granted on January 1 for the balance of the Program year, as well as Core
Perquisites. The allowance will then be adjusted for the appropriate level
commencing the following January 1.

If an executive REQUESTS A TRANSFER TO A LOWER-GRADED JOB LEVEL THAT IS STILL
ELIGIBLE FOR THE PROGRAM, the adjusted allowance balance will be based on the
prorata allowance variance between the allowance designated for the CURRENT JOB
LEVEL and the NEW JOB LEVEL. Such amount will be SUBTRACTED from the current
balance (the resultant minimum allowance balance is zero). The proration will be
effective as of the date of event. If the executive REQUESTS A TRANSFER TO A
LOWER-GRADED JOB LEVEL THAT IS NO LONGER ELIGIBLE FOR THE PROGRAM, the remaining


                                       9
<PAGE>

flexible perquisite allowance and Core Perquisites will cease immediately.
However, the executive may purchase his Company car.

If an executive is ASSIGNED TO A JOB LEVEL THAT IS NO LONGER ELIGIBLE FOR THE
PROGRAM, the executive will remain in the Program for six (6) months or the
remainder of the Program year, whichever is longer. If participation extends
into the next Program year, the flexible perquisite allowance granted in the
year of loss of eligibility will be "frozen" and prorated. Core Perquisites will
be retained. The executive will be paid the prorated perquisite allowance on the
next scheduled quarterly payout, via direct deposit or check, whichever is
applicable. Federal Income Tax will be withheld at the 28% minimum rate.

DISABILITY

If an executive is placed on SHORT-TERM DISABILITY (STD), the executive will
remain in the Program during such period.

If an executive is placed on LONG-TERM DISABILITY (LTD), the executive will
continue in the Program. However, the executive's status as an eligible
participant will be reviewed annually. The flexible perquisite allowance granted
in the year LTD begins will be "frozen" and no new leased-Company car may be
selected.

RETIREMENT

If an executive RETIRES, all benefits of the Program will cease immediately,
except for Personal Auto Insurance and Excess Liability Insurance which may be
continued for three (3) months. Effective with the executive's retirement date,
the allowance granted on January 1 of the Program year will be prorated based on
the executive's active service in such year. The executive will be paid, via
direct deposit or check, whichever is applicable, the prorated perquisite
allowance on the next scheduled quarterly payout. Federal Income Tax will be
withheld at the 28% minimum rate.

DEATH

If the executive DIES, all benefits of the Program will cease three (3) calendar
months from the month death occurs. The flexible perquisite allowance granted on
January 1 of the Program year will be prorated based on the executive's active
service in such Program year plus three (3) additional calendar months after the
month of death. Any allowance used year-to-date will be deducted from such
adjusted flexible perquisite allowance. If the three-month period extends into
the next Program year, the flexible perquisite allowance granted in the year of
death will be "frozen" and prorated. At the end of the three-month period, a
check representing the unused flexible perquisite allowance balance, if any,
will be issued to the executive's spouse. If the executive does not have a
spouse, a check will be issued to the executive's beneficiary under SELECT Core
Life Insurance.


                                       10
<PAGE>

The title of the Company car will be transferred to the executive's spouse at no
cost. If the executive does not have a spouse, the executive's beneficiary under
SELECT Core Life Insurance will have this vehicle transfer option.

TERMINATION FOR OTHER REASONS

If the executive VOLUNTARILY RESIGNS or is TERMINATED FOR CAUSE, all benefits of
the Program will cease as of the resignation/termination date. The executive
WILL NOT have the option to purchase the Company car.

COMPENSATION CONTINUANCE/SALARY & BENEFIT CONTINUATION

If an executive is involuntarily terminated without cause and placed on
severance under the terms of an Employment Agreement or the Salary & Benefits
Continuation Program, the executive shall continue to receive benefits under the
Flexible Perquisite Program for the period of such severance, except for
Business Travel Accident Insurance. The perquisite allowance will be "frozen"
based on the executive's current job level at the time the executive begins
Compensation Continuance/Salary & Benefits Continuation. Except as noted below,
the executive shall have an opportunity to purchase his/her Company car at the
Company determined price.

However, in the event of an involuntary termination without cause during the
two-year period beginning on a Change of Control, as defined by the Company,
ownership of the Company car assigned to the executive immediately prior to such
involuntary termination without cause shall be transferred to the executive
within 15 business days from the end of the Compensation Continuance/Salary &
Benefits Continuation period. At the time of such automobile transfer, the
Company shall pay to the executive such amount in cash that, after payment of
all applicable federal, state and local taxes thereon, computed at the maximum
marginal rates, is equal to all such taxes, so computed imposed in connection
with such transfer.


                                       11
<PAGE>

FLEXIBLE PERQUISITE ALLOWANCE

A flexible perquisite allowance will be granted annually based on the
executive's Job Level at the beginning of each Program year. A prorata
adjustment to such allowance will be made upon promotion to a higher Job Level
during the Program year. The executive may purchase Company-sponsored
Insurance(s) and a Company-car upgrade.

An executive, who is actively employed by the Company, will have an opportunity
to participate in the Nabisco Deferred Compensation Plan and defer up to 100% of
his/her perquisite allowance each Program year. However, no deferral election
shall reduce his/her compensation below the amount necessary to satisfy
applicable employment taxes (e.g., FICA/Medicare), Company-sponsored insurance
and/or Company-car upgrade amounts purchased under the Flexible Perquisite
Program.

Enrollment will occur in November prior to each Program year. For additional
details, please refer to the Nabisco Deferred Compensation Plan Booklet or
contact Executive Compensation (see Contact List located in Appendix).

COMPENSATION CONTINUANCE/SALARY & BENEFIT CONTINUATION

If an executive is placed on Compensation Continuance/Salary & Benefit
Continuance, the flexible perquisite allowance will be "frozen", based on the
executive's current job level at the time the executive begins Compensation
Continuance/Salary & Benefit Continuation. Such flexible perquisite allowance
will continue until the end of Compensation Continuance/Salary & Benefit
Continuation.


                                       12
<PAGE>

                                CORE PERQUISITES
                                ----------------

COMPANY CAR

SELECTION OF CAR

Each executive may select a Company car of his/her choice subject to the
following limitations. The cost to the Company shall not exceed the allowable
Fair-Market Value (FMV) amount determined by Management. The maximum allowable
FMV will increase incrementally by Job Level. For the purpose of this Program,
only new cars may be selected by the executive.

An executive who wishes to obtain a car should contact the Fleet Department (see
Contact List located in the Appendix) who will provide additional information.

MAINTENANCE

Receipts covering fuel, oil, tires and other normal maintenance costs of the
vehicle (including car washes) are reimbursable when submitted on approved
expense reports.

INSURANCE

Company car insurance is administered by Risk Management. Therefore, the
executive is not required to obtain auto insurance.

RETENTION

Company car will be retained for 50-months or 60,000 miles, whichever occurs
first. The executive may purchase his/her Company car at the end of the 50-month
lease period or prior to the end of the 50-month lease period due to 60,000
miles, involuntary termination without cause, overseas assignment or Long-Term
Disability.

If the executive dies, the title of the car will be transferred to the
beneficiary at no cost to the beneficiary. For tax purposes, the executive's
income will be grossed up by the amount of the FMV of the car at the time of
transfer. Upon a domestic relocation, the executive will retain his/her Company
car at the new location.


                                       13
<PAGE>

COMPANY-CAR UPGRADE

An executive may select a Company car with a higher FMV than his/her maximum
allowable FMV. However, the DIFFERENCE BETWEEN THE ALLOWABLE ANNUAL LEASE VALUE
(ALV) AND THE ACTUAL ALV WILL BE DEDUCTED FROM THE EXECUTIVE'S ALLOWANCE at the
beginning of each Program year during the 50-month lease period or 60,000 miles,
whichever occurs first, and will be prorated for partial-year leases, i.e. lease
inception/termination, whichever occurs first.

The executive may use all of his/her available perquisite allowance in addition
to his/her FMV level amount (ALV) to lease a car.

Example:

The executive is entitled to a Company car with a FMV of $29,999 for which the
ALV is $7,750. The executive advises the Fleet Department of the car the
executive wants to lease. The Fleet Department is able to obtain the car for
$31,999 (excludes tax, title, and registration fee). The ALV is $8,250.
Therefore, $500 allowance will be deducted from the executive's account at the
beginning of each Program year during the 50-month lease period or 60,000 miles,
whichever occurs first. If the lease begins or expires during the Program year,
the cost will be prorated. This is based on the ALV Table variance of the
maximum FMV versus the upgraded FMV (See IRS Annual Lease Value table located in
the Appendix), as follows:

<TABLE>

<CAPTION>

                                                      Allowance
                          FMV           ALV TABLE     REQUIRED
                          ---           ---------     --------
<S>                      <C>             <C>         <C>
       Company car       $29,999         $7,750
       Upgrade           $31,999         $8,250         $500

</TABLE>

UPGRADE APPROVAL

If an executive wishes to upgrade the FMV of his/her Company car, prior approval
by Executive Compensation is required to determine available perquisite
allowance dollars in such year. If the Company car the executive has selected
exceeds the executive's maximum allowable FMV, the FLEET DEPARTMENT SHOULD:

1.   Contact Executive Compensation to obtain verbal approval.
2.   Complete their portion of the "Company-car Upgrade" form (FP-8) and send it
     to Executive Compensation.


                                       14
<PAGE>

COMPANY-CAR TAX IMPLICATION

ANNUAL-LEASE VALUE IMPUTATION

If the Company car is driven solely for personal use during the 12-month period
ending October 31 of each year, the entire ALV will be taxable income. If it is
used partially for business purposes, the taxable amount will be reduced by the
percentage of the car's substantiated business mileage versus total mileage
during that period. IRS regulations require imputation of a fuel charge for all
personal usage. The present fuel charge imputation is 5.5 cents per mile for
personal use.

Commuting between the executive's home and regular office is considered a
personal trip, not business. As of October 31 of each year, each executive will
receive a Business/Personal Mileage Statement and will be responsible for
providing the percentage of personal versus business mileage. Therefore, it is
required that the executive maintain a log of miles driven for business/personal
usage.

BUSINESS USAGE of personal cars is not reimbursable on a Company expense report,
except in an extraordinary situation. (See "Maintenance").

EXAMPLE OF THE BUSINESS/PERSONAL USAGE CALCULATION:

Period:  November 1 through October 31

<TABLE>

<CAPTION>

                                                     APPROVED              ACTUAL                   # MONTHS
                                                     --------              ------                   --------

<S>                                               <C>                     <C>                       <C>
Fair-Market Value:                                   $29,999               $31,999                     12
Annual Lease Value:                                  $ 7,750               $ 8,250
          Taxable Income:   $ 7,750                       Taxable Income equals the lesser of the approved or actual ALV.
COMPANY-CAR BUSINESS/PERSONAL MILE USAGES

Personal miles driven 11/1 through 10/31:            12,000
Business miles driven 11/1 through 10/31:             3,000
                                                      -----
Total Miles:                                         15,000
Personal miles as a percent of total miles:            80.0%   12,000 personal miles divided by               15,000 total miles
Annual Taxable Income:                            $6,200.00    $7,750 ALV times                                 80.0%
Personal miles driven times 5.5 cents per mile:     $660.00    12,000 personal miles times 5.5 cents
                                                   --------
Imputed Income:                                   $6,860.00
Less Payroll YTD Offset:                         ($7,104.17)    [AS OF 11/30]
                                                -----------
Total Actual Imputed Income:                       ($244.17)     imputed imputed over 12/15 and 12/30 payroll periods. i.e.,
                                                                ($122.08) per payroll

</TABLE>


                                       15
<PAGE>

COMPANY-CAR UPGRADE IMPUTATION

An executive's income will be imputed for the Company-car upgrade during the
Program year, if applicable.

CHANGE IN JOB LEVEL

-    PROMOTION - If an executive is promoted to a higher Job Level and has a
     Company-car upgrade, the upgrade cost will be recalculated based on the
     allowance for the new Job Level.

-    DEMOTION - If an executive's Job Level is reduced at the Company's request
     and the executive is still eligible for participation in the Program, the
     executive may retain the use of the CURRENT Company car through the end of
     the lease period or 60,000 miles, whichever occurs first. A new car may
     then be selected based on the allowable FMV of the executive's new Job
     Level.

COMPENSATION CONTINUANCE/SALARY & BENEFIT CONTINUATION

If an executive is involuntarily terminated without cause and placed on
severance under the terms of an Employment Agreement or the Salary & Benefit
Continuation Program, the executive shall continue to receive benefits under the
Flexible Perquisite Program for the period of such severance, except for
Business Travel Accident Insurance. Except as noted below, the executive shall
have an opportunity to purchase his/her Company car at the Company determined
price. If a lease expires prior to the completion of Compensation
Continuance/Salary & Benefit Continuation, the current lease will be extended.
However, effective on that date, the imputed income will be based on the then
current FMV of the leased-Company car versus the original lease cost of the car.
A new car or lease will not be provided during this period.

However, in the event of an involuntary termination without cause during the
two-year period beginning on a Change of Control, as defined by the Company,
ownership of the Company car assigned to the executive immediately prior to such
involuntary termination without cause shall be transferred to the executive
within 15 business days from the end of the Compensation Continuance/Salary &
Benefits Continuation period. At the time of such automobile transfer, the
Company shall pay to the executive such amount in cash that, after payment of
all applicable federal, state and local taxes thereon, computed at the maximum
marginal rates, is equal to all such taxes, so computed imposed in connection
with such transfer.


                                       16
<PAGE>

                                CORE PERQUISITES
                                ----------------

EXECUTIVE MEDICAL/DENTAL

The executive is reimbursed for any eligible medical and/or dental expenses
which the executive or eligible dependents incur. There is no lifetime maximum
eligible for medical and dental expenses. Eligible expenditures are medical and
dental expenses, as covered by Section 213 of the Internal Revenue Code.

TAX IMPLICATION

The benefit is non-taxable.

ENROLLMENT

Executives will automatically be enrolled in Executive Medical and Dental Plan.
The executive is not eligible to participate in the Health Care Spending
Account.

Executives should submit all medical and/or dental bills to the insurance
carrier (see Contact List located in the Appendix).

ELIGIBLE DEPENDENTS

-  executive's spouse (including a legally separated but not a divorced
   spouse) and
-  unmarried children, stepchildren, or legally adopted children who reside
   with the executive and rely on the executive for support and who are:
   -  UNDER AGE 19 or
   -  OVER AGE 18 BUT YOUNGER THAN AGE 25 and registered as FULL-TIME STUDENT
      in an accredited secondary school, college, university or school of
      nursing.

COMPENSATION CONTINUANCE/SALARY & BENEFIT CONTINUATION

If an executive is placed on Compensation Continuance/Salary & Benefit
Continuation, the executive may retain the Executive Medical and Dental benefit
during such period, even if the executive becomes employed by a new employer.

If the executive commences employment with another employer during Compensation
Continuance/Salary & Benefit Continuation, the coordination of benefits
provisions of the new employer's plan and the executive's medical and dental
plan will determine which plan provides primary coverage and which is secondary.
Benefits will be payable under the Executive Medical and Dental Plan only after
expenses have been considered by the new employer's plan.


                                       17
<PAGE>

                                CORE PERQUISITES
                                ----------------

BUSINESS TRAVEL ACCIDENT INSURANCE

The amount of special Business Travel Accident Insurance in the event of death
occurring while on Company business is equal to 2.5 TIMES CURRENT BASE SALARY UP
TO A LIMIT OF $1.5 MILLION. This coverage is in addition to the basic coverage
provided under the executive's Company-sponsored benefit program.

TAX IMPLICATION

This benefit is non-taxable.

ENROLLMENT

Executives will automatically be enrolled.

BENEFICIARY

This benefit will be paid to the beneficiary designated for SELECT Core Life
Insurance. If an executive wishes to designate a different beneficiary for
Business Travel Accident Insurance, a beneficiary form may be obtained from
Executive Compensation (see Contract list located in the Appendix).

COMPENSATION CONTINUANCE/SALARY & BENEFIT CONTINUATION

If the executive is placed on Compensation Continuance/Salary & Benefit
Continuation, this coverage will no longer be applicable as it is contingent on
death while on Company business. Generally, individuals will not be asked to
travel on Company business during Compensation Continuance/Salary & Benefit
Continuation. Activities in search of new employment are not considered to be
"on Company business".

If you have any questions, please contact Risk Management (see Contact List
located in the Appendix).


                                       18
<PAGE>

                         ADDITIONAL FLEXIBLE PERQUISITE
                         ------------------------------

COMPANY-SPONSORED INSURANCE

There are three (3) Company-sponsored Insurance available for selection, as
follows:

- Executive Life Insurance
- Executive Personal Auto Insurance
- Executive Excess Liability Insurance

Enrollment will be effective January 1 of the Program year or on the date the
executive specifies on the enrollment form, except for life insurance coverage.
If an executive selects life insurance after January 1, evidence of insurability
may be required by the insurance carrier.

Upon enrollment, allowance representing the year's premium (full year or
prorata) will be deducted from the executive's flexible perquisite allowance. An
allowance adjustment will be made if the executive cancels such perquisite or if
there is a change in the amount of coverage.

Imputation of income will occur at year end. The amount imputed will equal the
allowance used.


                                       19
<PAGE>

EXECUTIVE LIFE INSURANCE

An executive may select Executive Life Insurance for two (2) times current base
salary. The executive's coverage is a universal life insurance plan provided by
Paragon Life Insurance Company up to a certain maximum and depending on certain
underwriting requirements.

ENROLLMENT/CANCELLATION

INITIAL ENROLLMENT - Upon employment or promotion to a Job Level eligible for
the Perquisite Program, the executive will receive a complete enrollment package
from Paragon. The enrollment package describes the Paragon program in detail.

ANNUAL RE-ENROLLMENT - Annually, executives with less than the maximum amount of
Paragon Insurance will receive a form asking if they want to increase coverage
or enroll in the Paragon program. If the executive does not want to make any
changes, no action is required. If the executive does want a change, the form
should be completed and sent to Executive Compensation. This is the annual
opportunity to apply for or increase coverage. Executives can decrease coverage
at any time.

Upon enrollment, the allowance representing the year's premium will be deducted
from the executive's flexible perquisite allowance. If there is a change in the
executive's base salary during the Program year, the insurance coverage will
change and an allowance adjustment will be effected. Policy coverage is
determined on executive's date of birth. An allowance adjustment will be made at
that time in the year.

If the executive requests cancellation and/or decrease coverage of this
insurance during the Program year, the executive must submit a Change Form to
Executive Compensation who will forward to Paragon Life Insurance Company. An
allowance adjustment will be effected the first of the month following notice of
cancellation and/or decrease of coverage.

The executive's income will be imputed at year end for the months coverage is in
effect.

A Service Request Form must be completed and mailed directly to Paragon Life
Insurance for purposes of changing a beneficiary, address change notification,
transfer of ownership, etc.


                                       20
<PAGE>

NOTE: IF AN EXECUTIVE, WHO HAS PREVIOUSLY ASSIGNED SUCH BENEFIT, HAS THE
OPPORTUNITY TO CONTINUE OR CHANGE SUCH BENEFIT, IT IS THE ASSIGNEE WHO MUST MAKE
THE CHOICE EVEN IF THE CHOICE IS "NO CHANGE."

THE ASSIGNEE MUST EXECUTE THE ENROLLMENT/BENEFICIARY AND CANCELLATION FORMS IF
SUCH INSURANCE HAS BEEN ASSIGNED.

CALCULATION

The monthly premium calculation is based on the executive's base salary times a
salary factor of two (2) times the Internal Revenue Code (IRC) Section 79
Monthly Income Factor Table I Rate "X" per $1,000 of insurance (see appendix for
Table I). A change in coverage may only occur on the first of the month.

The age-related premium is based on when the executive's birth date falls during
the year.

Example: The executive's base salary on the January 1 enrollment date is
$110,000 a year. The executive is 44 years old and will turn 45 and receives a
salary increase to $130,000 on March 1. The following is an example of the
Executive Life Insurance calculation:

<TABLE>

<CAPTION>

                           IRC Monthly                                                 Monthly           Period 1
                          Income Factor                                               Premium            Premium
                          Table I (Age)               $                Period        Allowance          Allowance
                          -------------               -                ------        ---------          ---------
<S>                      <C>                <C>                 <C>                <C>               <C>
PERIOD 1                      $.17               $220,000            Jan 1-Feb 28        $37.40             74.80

PERIOD 2                      $.29               $260,000            Mar 1-Dec 31        $75.40           $754.00

</TABLE>

COMPENSATION CONTINUANCE/SALARY & BENEFIT CONTINUATION

If the executive is placed on Compensation Continuance/Salary & Benefit
Continuation, the executive may retain the Executive Life Insurance benefit
during such period. The Executive Life Insurance benefit calculation will be
based on the executive's last base salary prior to the commencement of
Compensation Continuance/Salary and Benefits Compensation. Since Paragon
insurance is portable, the executive can maintain his/her Paragon policy after
termination of employment. Paragon will bill the executive directly after
termination.


                                       21
<PAGE>

TO DETERMINE WHAT, IF ANY, COVERAGE IS TERMINATED UNDER THIS PROGRAM BECAUSE OF
COVERAGE BY A NEW EMPLOYER, THE TOTAL AMOUNT OF LIFE INSURANCE PROVIDED BY THE
NEW EMPLOYER ON A NON-CONTRIBUTORY BASIS IS COMPARED TO THE AMOUNT PROVIDED
UNDER THE EXECUTIVE LIFE INSURANCE PROGRAM. ANY DUPLICATE COVERAGE WILL OFFSET
DOLLAR FOR DOLLAR THE COVERAGE UNDER THE FLEXIBLE PERQUISITE PROGRAM.

SELECT CORE LIFE INSURANCE UNDER THE COMPANY-SPONSORED BENEFIT PROGRAM IS NOT
INCLUDED IN THIS COMPARISON. ALTHOUGH IT IS NON-CONTRIBUTORY, IT WILL NOT BE
CANCELED OR REDUCED DURING COMPENSATION CONTINUANCE/SALARY & BENEFIT
CONTINUATION. THE OFFSETS FOR LIFE INSURANCE WILL BE MADE ONCE WHEN THE
EXECUTIVE COMMENCES EMPLOYMENT WITH A NEW EMPLOYER; NO ADJUSTMENTS WILL BE MADE
FOR SALARY INCREASES IN THE NEW JOB.

All enrollment and cancellation forms should be submitted directly to Executive
Compensation (see Contact List located in the Appendix).


                                       22
<PAGE>

                               FLEXIBLE PERQUISITE
                               -------------------

COMPANY-SPONSORED INSURANCE

EXECUTIVE PERSONAL AUTO INSURANCE  (Premium = $150 or $978 per vehicle annually)

Executive Personal Auto Insurance provides eligible executives with Automobile
Liability and Physical Damage insurance on his/her personal automobiles. This
coverage applies to vehicle(s) registered in the executive's name, in an
eligible dependent's name or held jointly with an eligible dependent. Vehicle(s)
may be driven by the executive and/or their eligible dependents.

ELIGIBLE DEPENDENTS

-  executive's spouse (including a legally separated but not a divorced
   spouse) and
-  unmarried children, stepchildren, or legally adopted children who reside
   with the executive and rely on the executive for support and who are:
   -  UNDER AGE 19 or
   -  OVER AGE 18 BUT YOUNGER THAN AGE 25 and registered as FULL-TIME STUDENT
      in an accredited secondary school, college, university or school of
      nursing.

The Program provides a primary automobile liability insurance limit of
$1,000,000 for Bodily Injury and Property Damage Liability. Additional coverage
of up to $10,000,000 for Bodily Injury and Property Damage Liability is
available under the Executive Excess Liability Insurance Program. Accordingly, a
total limit of $11,000,000 bodily injury/property damage liability is available
under the combined programs. The primary liability policy also includes:

<TABLE>

                       <S>                         <C>
                           Medical Payments          $  10,000
                           Uninsured Motorist         $250,000

</TABLE>

The Physical Damage coverage includes Comprehensive (such as fire and theft) and
Collision insurance. A comprehensive and/or collision deductible is $250 per
occurrence.

If an executive gives VERBAL approval to a licensed driver who is a TEMPORARY
VISITOR for OCCASIONAL use (1 or 2 times per year) of such a car, auto insurance
coverage will continue to be effective on such insured car. Additionally, any
household employee, including a Nanny or Au pair, is covered under the Executive
Personal Auto Insurance Program, however, they must have a U.S. driver's
license.

The Executive Personal Auto Insurance Program has a standard "business pursuits"
clause which excludes coverage for any liability arising from business activity.
Employment-related activity on behalf of the Company is covered under separate
Company-maintained insurance coverages. Any non-Company related business
activity should be covered by the executive under separate insurance placement.


                                       23
<PAGE>

ENROLLMENT/CANCELLATION

To enroll, an Executive Personal Auto Insurance Application form should be
completed and sent to Executive Compensation (see Contact List located in the
Appendix). Enrollment will be effective January 1 or the date the executive
specifies on the Application form. Upon enrollment, the allowance representing
the year's premium (full year or prorata) will be deducted. Deductions will be
based on the FMV cost of such insurance Program, as determined by Risk
Management in concert with Executive Compensation. Each executive may enroll up
to three (3) personal cars under the Executive Personal Auto Insurance at the
Company cost of the benefit. Additional automobiles may be insured, however, at
the FMV of such insurance program.

If the executive requests cancellation of this insurance during the Program
year, the executive must submit an Executive Personal Auto Insurance
Cancellation form which provides written notification of cancellation to
Executive Compensation. An allowance adjustment will be effected following
Executive Compensation's receipt of such written notice of cancellation.

If the executive RETIRES, the executive may remain in the Personal Auto
Insurance Program for three (3) months from such date unless the executive was
on Salary & Benefit Continuation immediately prior to retirement. However, if
the three (3) months of insurance coverage extends into the next Program year, a
check for the full-year premium or prorata amount will be requested, and the
variance between the FMV and the actual cost will be reported for tax purposes
as additional income. Risk Management should be contacted to obtain such
coverage (see Contact List located in the Appendix).

IMPUTED INCOME

The Company designated Personal Auto Insurance cost (full or prorata) will be
deducted from the perquisite allowance.

The executive's income will be imputed based on the Personal Auto Insurance FMV
of the benefit to the executive at year end. The variance will be prorated if
the personal auto is not covered for a full year.

COMPENSATION CONTINUANCE/SALARY & BENEFIT CONTINUATION

If the executive is placed on Compensation Continuance/Salary & Benefit
Continuation, the executive may retain the Executive Personal Auto Insurance
benefit during such period. To the extent coverage is provided by a new
employer, such employer-provided coverage will be considered primary and the
Company coverage as excess. Specific coverage determination may be obtained from
Risk Management. Questions should be directed to Risk Management (see Contact
List located in the Appendix). However, all enrollment and cancellation forms
should be submitted directly to Executive Compensation (see Contact List located
in the Appendix).


                                       24
<PAGE>

                               FLEXIBLE PERQUISITE
                               -------------------

COMPANY-SPONSORED INSURANCE

EXECUTIVE EXCESS LIABILITY INSURANCE (Premium = $225 per $1,000,000 coverage
annually)

Executive Excess Liability Insurance provides to each eligible executive Excess
Liability Insurance coverage with a combined limit of $10,000,000 bodily injury
and property damage liability for each occurrence/annual aggregate for personal
and automobile liability. Eligible executives may purchase such insurance in
increments of $1,000,000 up to a maximum limit of $10,000,000.

This insurance provides coverage above a limit of $1,000,000 bodily injury and
property damage for automobile liability on personal automobiles that are
eligible for coverage under the Executive Personal Auto Insurance Program. The
combined programs provide a maximum coverage limit of $11,000,000 bodily
injury/property damage for automobile liability insurance.

If an eligible executive does not elect Executive Automobile Insurance, the
executive is still eligible for the $10,000,000 Excess Liability Insurance
Coverage provided the EXECUTIVE MAINTAINS A MINIMUM LIMIT OF $1,000,000 UNDER
THE EXECUTIVE'S OWN PRIMARY AUTO POLICY. Risk Management must be notified of
such coverage on the enrollment form.

Each eligible executive SHOULD MAINTAIN A LIMIT OF AT LEAST $500,000 PERSONAL
LIABILITY (BODILY INJURY/PROPERTY DAMAGE) UNDER HIS/HER PERSONAL HOMEOWNER OR
TENANT LIABILITY INSURANCE POLICY. Executives employing domestics should
maintain Workers' Compensation with statutory limits and Employer's Liability
Coverage of $500,000 either under his/her homeowner or separate workers'
compensation policy. If the executive does not carry the $500,000 limit under an
insurance policy, the executive will be responsible for the first $500,000 in
the event of an accident.

The Executive Excess Liability Insurance Program then provides an additional
limit of $10,000,000 bodily injury/property damage for personal liability.
Excess coverage is also provided within the $10,000,000 liability limit on
pleasure-use watercraft, not more than 50 feet in length, subject to an
underlying bodily injury and property damage liability insurance limit of
$500,000 maintained by the covered executive.

The Executive Excess Liability Insurance Program has a standard "business
pursuits" clause which excludes coverage for any liability arising from business
activity. Employment-related activity on behalf of the Company is covered under
separate Company-maintained insurance coverages. Any non-Company related
business activity should be covered by the executive under separate insurance
placement.


                                       25
<PAGE>

<TABLE>

<S>           <C>
Boats:         No limits on number of boats. To be covered under Excess
               Liability insurance, the boat(s) must be covered under the
               executive's homeowner's policy or yacht insurance.

Snowmobiles:   No limit on the number of snowmobiles. However, they must be
               covered under homeowner's policy for at least the minimum
               personal liability limit of $500,000 (personal injury/property
               damage) in order to qualify for Excess Liability Insurance
               coverage.

Motorcycles:   Not covered.

Airplanes:     Not covered.

Jet Skis:      Not covered

</TABLE>

ENROLLMENT/CANCELLATION

To enroll, an Executive Excess Liability Insurance Enrollment form should be
completed and sent to Executive Compensation (see Contact List located in the
Appendix). Enrollment will be effective January 1 of the Program year or the
date the executive specifies on the Enrollment form. Upon enrollment, the
allowance representing the year's premium (full year or prorata) will be
deducted. Deductions will be based on the FMV cost of such insurance program, as
determined by Risk Management. The executive's income will be imputed at year
end.

If the executive requests cancellation of this insurance during the Program
year, the executive must submit an Executive Excess Liability Insurance
Cancellation form which provides written notification of cancellation to
Executive Compensation. An allowance adjustment will be effected following
Executive Compensation's receipt of such written notice of cancellation.

If the executive RETIRES, the executive may remain in the Excess Liability
Insurance Program for three (3) months from such date unless the executive was
on Salary & Benefit Continuation prior to retirement. However, if the three (3)
months of insurance coverage extends into the next Program year, a check for the
full-year premium or prorata amount will be requested. Risk Management should be
contacted to obtain such coverage (see Contact List located in the Appendix).


                                       26
<PAGE>

COMPENSATION CONTINUANCE/SALARY & BENEFIT CONTINUATION

If the executive is placed on Compensation Continuance/Salary & Benefit
Continuation, the executive may retain the Executive Excess Liability Insurance
benefit during such period. To the extent coverage is provided by a new
employer, such employer-provided coverage will be considered primary and the
Company coverage as excess. Specific coverage determination will be obtained
from Risk Management.

Questions should be directed to Risk Management (see Contact List located in the
Appendix). However, all enrollment and cancellation forms should be submitted
directly to Executive Compensation (see Contact List located in the Appendix).




                                     27