Exhibit 10.4 AMENDMENT TO EMPLOYMENT AGREEMENT Pursuant to the approval of the Company's Human Resources Committee on February 21, 2001, and in consideration of the mutual covenants herein, the Employment Agreement of Gary W. Loveman dated May 4,...

                                                                    Exhibit 10.4



                        AMENDMENT TO EMPLOYMENT AGREEMENT


      Pursuant to the approval of the Company's Human Resources Committee on
February 21, 2001, and in consideration of the mutual covenants herein, the
Employment Agreement of Xxxx X. Xxxxxxx dated May 4, 1998, is amended as
follows:

      1.    Paragraph 5 is amended to read:

            "5.   TERM. The term of this Agreement shall begin May 4, 1998 and
                  end December 31, 2002."

            IN WITNESS WHEREOF, the parties have executed this Amendment as of
the 21st day of February, 2001.


Executive:                                  Xxxxxx'x Operating Company, Inc.

/s/ XXXX X. XXXXXXX
-------------------
Xxxx X. Xxxxxxx                             By:/s/ XXXXXXX X. XXXX
                                               --------------------
                                            Title: Sr. Vice President
                                            Human Resources