1 Exhibit 10.2 December 18, 2001 Mr. Edward A. Brennan 400 North Michigan Avenue Suite 400 Chicago, IL 60611 Dear Ed: You've elected to defer your retainer and meeting fees for calendar year 2002. In June 1998, you and the Company entered into an...

 1
                                   Exhibit 10.2

                                   December 18, 2001



Xx. Xxxxxx X. Xxxxxxx
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, XX 00000

Dear Ed:

     You've elected to defer your retainer and meeting fees for
calendar year 2002.

     In June 1998, you and the Company entered into an agreement
governing the fees you had deferred through that date.  That
agreement is attached.

     I'm assuming you want to continue to defer your fees in
accordance with the June 1998 letter.  If so, please sign below
and return to me.  If you want another agreement, please let me
know the details and we'll see what we can do.

     Thank you for your cooperation and if there are questions,
please let me know.


                                   Very truly yours,



                                   Xxxxxxx X. XxxXxxx
                                   Corporate Secretary


Deferral of 2002 fees to be in accordance with June 2, 1998
letter:



AGREED:   ___________________________________
          Xxxxxx X. Xxxxxxx


P.S. I'm enclosing two originals - one to be returned to me and
     the other for your files.

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