EXHIBIT 10.1 June 21, 2004 Mr. A. J. C. Smith 630 Park Avenue New York, NY 10021 Dear Ian, The purpose of this letter is to confirm that the terms of your consultant agreement (described in the attached letter of June 1, 2000 and the letter of May 16,...

                         

                                                                                    EXHIBIT 10.1







June 21, 2004



Mr. A. J. C. Xxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000

Dear Ian,

The purpose of this letter is to confirm that the terms of your consultant agreement (described in
the attached letter of June 1, 2000 and the letter of May 16, 2003 amending the terms) will
continue through May 31, 2005.  Please indicate your acceptance below.  Thank you.



Sincerely,

/s/ Xxxxxxx X. Xxxxxxxxxx
---------------------------------
Senior Vice President,
Executive Resources & Development


                                                 /s/ A. J. C. Xxxxx     July 6, 2004
                                              _________________________________________
                                                        Accepted           (Date)
                                                     A. J. C. Xxxxx