Exhibit (10)-v

CORPORATE OFFICER SEPARATION PLAN


1.0  Background

1.1  Purpose:  The purpose of the Corporate Officer Separation 
Plan is to establish an equitable measure of compensation for a 
corporate officer of the Company who has been terminated; and 
provide some continuation of benefit protection during the period 
of outplacement.

1.2  Eligibility:  Eligible employees under this Plan are 
corporate officers of the Company, other than assistant officers, 
whose employment is terminated for reasons other than cause, 
voluntary resignation, disability, early or normal retirement, or 
death.

2.0  Definitions

2.1  Termination for Cause:  A termination of employment status 
for fraud, violence, theft, gross misconduct, discrimination, 
harassment or actions which create legal liabilities for the 
Company or actions of malicious intent which directly compromise 
the individual's role/accountabilities.

2.2  Separation Date:  The last day of full time active 
employment.

2.3  Termination Date:  The end of the severance period, will be 
the separation date or the last day as a severed employee 
receiving benefits, in the event the officer elects to receive 
cycle payments.

3.0  Severance Pay

3.1  Maximum Severance Pay Allowance:  A corporate officer shall 
be entitled to a severance pay allowance equal to twelve (12) 
months of the corporate officer's base pay plus an amount equal 
to the accrued vacation pay payable to the corporate officer as 
of the separation date.

3.2  Method of Payment:  The Company shall make payments to the 
corporate officer monthly, based upon normal payroll procedures, 
or in one lump sum payment at the officer's election.

4.0  Incentive Compensation

4.1  Executive Incentive Compensation and Long Term Incentive 
Plans:  Participants whose separation date is after June 30 in 
any plan year, will receive a pro rata bonus based on the period 
of active employment on the date that such bonuses are paid to 
all other active eligible employees.

5.0  Stock Incentive Plan

5.1  Pursuant to the Company's Stock Incentive Plans:

     - a corporate officer who is terminated will have 90 days 
from the termination date in which to exercise vested stock 
options.  Only options which have vested on or before the 
separation date may be exercised.
     - on or after the separation date a corporate officer will 
not be eligible for Company loans in connection with the exercise 
of vested options.
     - a corporate officer who is terminated has ownership rights 
to restricted stock to the extent it was vested at the separation 
date.

6.0  Outplacement Services

The Company will assist the corporate officer in the search for 
new employment by paying professional fees for the services of an 
outplacement organization or executive search firm and 
reimbursement of reasonable travel expenses, not otherwise 
reimbursable, incurred in the normal course of a job search.

7.0  Financial Perquisites

7.1  Company Car:  Upon separation, the officer's car may be 
purchased by the executive at a price to be determined by the 
Company based upon the fair market value of the car.  If not 
purchased, the car must be returned to the Company on the 
separation date.  The purchase price will be deducted from the 
severance payments if the executive has failed to make 
arrangements to return or purchase the vehicle on or before the 
separation date.

7.2  Club Membership:  Eligibility for Company reimbursement or 
payment normally made on behalf of certain executives for regular 
dues associated with a country, social, luncheon or airline club 
membership shall continue until the termination date.

7.3  Financial Counseling Plan:  Benefits under the Executive 
Financial Counseling Plan shall continue until the termination 
date.  For partial years, a pro rata allowance will be paid based 
on months of severance.

8.0  Benefits/Perquisites

Executive Health, Life Insurance, Retirement Income, and Savings 
Plus Plan:

Executive Health, Life Insurance, Retirement Income, and Savings 
Plus Plan Benefits shall continue during the period of severance 
with benefits, and cease on the termination date.

Benefits under the Disability Plan cease on the separation date.  
There are no conversion privileges.

All other benefits made available by the Company to executives 
from time to time shall cease as of the separation date.

9.0  Administration of the Plan

9.1  Preparation of Severance Package:  Human Resources is 
responsible for the preparation of the executive severance 
package in accordance with this Plan.

9.2  Other Policies and Plans:  This Plan supersedes the officer 
separation plan of July 22,1987.