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                                                                  Exhibit 10.51

                                   SUMMARY OF
                    KEY DOMESTIC EMPLOYMENT RETENTION PLAN

A.  For the key domestic employees included in the employee retention plan, the
    Company will provide the following severance, stay bonus and transaction
    bonus opportunities in lieu of existing severance/contract obligations. As a
    condition to inclusion in the retention plan, employees must agree to waive
    and release any and all claims under any prepetition agreements, practices
    or policies, whether express or implied, written or oral.

B.  Existing indemnification and other like agreements or obligations held by
    key employees (whether contained in employment agreements, contracts or
    otherwise) are not being affected by the retention plan.

1.  Severance Protection

<Table>
<S>  <C>                             <C>
(A)  Senior Managers
     (i) Corporate                   6 Months
     (ii) Divisional                 6 Months
(B)  Managers                        4 Months
(C)  Supervisors/Directors           3 Months
</Table>

    All severance will be base salary only. Fringe benefits will cease upon
    termination other than COBRA (federally mandated). Severance will be paid
    semi-monthly over the severance period. To the extent divisions or the
    Company are sold, severance will be paid if the buyer does not offer the
    employee a job at a substantially equivalent position and salary.

2.  Stay Bonuses

    Stay Bonuses will be paid in accordance with the following percentages of
    base salary.

<Table>
<S>  <C>                             <C>
(A)  Senior Managers
     (i) Corporate                   125% of base salary
     (ii) Divisional                 100% of base salary
(B)  Managers                        55% of base salary
(C)  Supervisors/Directors           35% of base salary
</Table>

    Stay Bonus amounts will be paid in accordance with the following schedule:

<Table>
<S>  <C>                                  <C>
Payable 12/10/01                          1/3 of Stay Bonus
Payable 6/10/02                           1/3 of Stay Bonus
Plan of Reorganization Date ("POR Date")  Balance of any unpaid stay bonus
</Table>







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     The Company will have no obligation to continue to employ any employee for
any particular time period.

     For divisions that are sold prior to POR date, divisional key employees
will be paid the balance of any unpaid stay bonus upon consummation of the sale
of the division.

     To earn each stay bonus payment, the key employee must be employed by the
Company at the time that each stay bonus payment is due to be paid.

     The Stay Bonus will replace existing bonus and other incentive compensation
programs.

3.   Transaction Bonuses

     a. Individual Division Sale -- To the extent divisions are sold prior to
        the POR Date, transaction bonuses will be payable to Category A and B
        Managers. A transaction bonus pool for each division will be created
        equal to amounts ranging from 1.5 to 5 percent of the amount by which
        net consideration received for such division exceeds certain baseline
        amounts to be determined for such division following the completion of
        the ongoing business plan review process. No more than 50% of the bonus
        pool will be allocated to the division president with the balance to be
        allocated among eligible divisional managers.

     b. Sale of Total Company -- If the total Company is sold, a transaction
        bonus pool will be created equal to 1.5 percent of the amount by which
        the aggregate recoveries by Constituencies from the Constituency Payment
        Pool (such terms as defined in the Motion) exceeds $1 billion, with a
        minimum bonus pool of $6 million, less, in each case, transaction bonus
        amounts paid with respect to prior sales of divisions (including
        foreign divisions). Allocations of this bonus pool will be determined by
        the Debtors' Chief Restructuring Officer, with the approval of the Chief
        Executive Officer and the Board of Directors.

     c. Plan of Reorganization -- To the extent there is a restructuring, rather
        than a sale, of all or part of the Company, no transaction bonuses will
        be paid beyond those related to divisions already sold. It is
        contemplated that personnel retained by the reorganized company will
        receive incentives in the reorganized company (i.e. options).

4.   New Hires

     New hires and promotions of key employees may be added to the retention
plan. It is anticipated that the cost associated with these key employees will
be offset by workforce attrition.



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                      KEY DOMESTIC EMPLOYEE RETENTION PLAN

                               EXECUTIVE SUMMARY


<TABLE>
<CAPTION>
                                                   Cost -- $
                                            -------------------------
      Category      #      Base Salary      Severance      Stay Bonus
      --------     ---     -----------      ---------      ----------
<S>                <C>     <C>             <C>             <C>
         A           8       2,987,594      1,493,797       3,212,594
         B          63      13,082,701      4,377,734       6,906,973
         C         174      17,926,212      4,481,553       5,523,580
                   ---      ----------     ----------      ----------
       TOTAL       245      33,996,507     10,353,084      15,643,147
                   ===      ==========     ==========      ==========
</TABLE>