EXECUTIVE SEVERANCE POLICY
                (AS AMENDED AND RESTATED EFFECTIVE MAY 17, 2000)

o    Policy is applicable to officers of the  Corporation  at or above the level
     of Executive  Vice  President;  does not include  divisional  or subsidiary
     officers  not  otherwise  included;  does not apply to  otherwise  eligible
     officers  who have  alternate  severance  arrangements  and who elect those
     arrangements in lieu of the benefits provided for herein.

o    The following  minimum  compensation  and benefits shall be provided to any
     eligible  officer  whose  employment  with the  Corporation  is  terminated
     without "cause" or who resigns for "good reason."

        o        salary continuation for one year (paid in installments on
                 normal payroll cycle)

        o        COBRA  period commences at end of  month in  which  termination
                 date occurs;  the  Corporation  will  pay  for  COBRA  benefits
                 (but  not deductibles  or  co-pays) until earlier  of  (a)  one
                 year  or  (b) eligibility to join another employer's program

        o        bonus  to be  paid  for  year  of  termination;  prorated  for
                 date of termination;  calculated  at actual Company-performance
                 level and  not less  than  "fully  proficient"  individual
                 performance; payable when paid to other executives in following
                 year

        o        payment  outside of 401(k)  plan  of  (1)  DC  retirement
                 contribution  for year in which termination  occurs and (2)
                 minimum savings match for one year following termination

        o        stock  options  would stop  vesting on date of  termination and
                 vested options would remain outstanding  for one year following
                 termination date

        o        executive  must  sign  standard  release and waiver to receive
                 benefits (including standard provisions  relating to assignment
                 of  inventions,  confidentiality,  and  non-interference  with
                 employees,  customers and suppliers)

o    Compensation and/or benefits in addition to the foregoing may be granted at
     the  discretion of the Chief  Executive  Officer  (except to CEO, which are
     subject to Board approval).

o    "Cause" shall mean (a) executive's conviction of any felony or of any other
     criminal violation involving  dishonesty,  fraud, or breach of trust or (b)
     executive's  gross  negligence or willful  misconduct in the performance of
     his or her duties that  materially  and  adversely  affects  the  financial
     condition of the Company or could reasonably be expected to have a material
     and adverse effect on the Company or its business.

o    Executive  shall be deemed to have  resigned for "good reason" if he or she
     resigns from  employment  with the Company within 90 days following  either
     (a) the  assignment of executive to any duties  substantially  inconsistent
     with his or her position, duties, responsibility or status with the Company
     immediately  prior to such  assignment,  or a substantial  reduction of the
     duties  or   responsibilities  of  executive  from  executive's  duties  or
     responsibilities  immediately  prior to such reduction or (b) any reduction
     by the  Company  in the  amount of  executive's  annual  base  salary  from
     time-to-time,  except  for  across-the-board  salary  reductions  similarly
     affecting all executives of the Company.