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                                                                   EXHIBIT 10(a)

                               SEVERANCE AGREEMENT

       AGREEMENT, made this __ day of _______, 1997 by and between ____________
(the "Executive") and HECHINGER COMPANY, a Delaware corporation (the
"Company").

       WHEREAS the parties hereto intend that the Executive's rights to
severance compensation be governed by the terms of this Agreement rather than
the terms of the Severance Agreement between the Executive and the Company dated
April, 1996 and the Company's Severance Policy outlined in the Company's 1996
Employee Handbook, any supplements or successors thereto or any severance policy
substituted for such policy (together, the "Severance Arrangements");

       WHEREAS the Executive is aware of the existence of the Severance
Arrangements and the value of the benefits provided for in the Severance
Arrangements;

       WHEREAS in consideration for the arrangements provided for in this
Agreement, the Executive knowingly and voluntarily waives his rights, including
his rights to any benefits, under the Severance Arrangements; and

       WHEREAS the parties hereto also intend that, in addition to the severance
compensation provided for in this Agreement, the Executive shall be entitled to
receive any other compensation or benefits payable to the Executive under the
terms of any other compensation or benefit programs or arrangements maintained
by the Company other than the Severance Arrangements;

       NOW, THEREFORE, in consideration of the foregoing and the respective
agreements hereinafter set forth, the parties hereto, intending to be legally
bound hereby, agree as follows:

       1.   Termination. Subject to the provisions of Paragraph 3 hereof, upon
the termination of the employment of the Executive, the Executive shall be
entitled to the benefits provided in Paragraph 2(c) hereof unless

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such termination is (i) due to his death, retirement or Disability (as defined
herein), (ii) by the Company for Cause, or (iii) by the Executive.

            (a) Death. The Executive's employment with the Company shall
terminate upon the Executive's death.

            (b) Disability. The Executive's employment may be terminated for
"Disability," which term shall mean permanent and total disability within the
meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended
(the "Code") (without regard to the furnishing of proof to the Secretary of the
Treasury).

            (c) Cause. Termination by the Company of the employment of the
Executive for "Cause" shall mean (i) nonfeasance, which shall mean only the
willful and continued failure by the Executive to substantially perform the
Executive's duties with the Company (other than either any such failure
resulting from the Executive's incapacity due to physical or mental illness),
after a written demand for substantial performance is delivered to the Executive
by the Board, which demand specifically identifies the manner in which the Board
believes that the Executive has not substantially performed the Executive's
duties, or (ii) malfeasance, which shall mean only the willful engaging by the
Executive in conduct that is demonstrably and materially injurious to the
Company, monetarily or otherwise. For purposes of this Paragraph, no act, or
failure to act, on the Executive's part shall be deemed "willful" unless done,
or omitted to be done, by the Executive not in good faith and without reasonable
belief that the Executive's act or failure to act, was in the best interest of
the Company.

            (d) Notice of Termination. Any purported termination of the
Executive's employment by the Company shall be communicated by written Notice of
Termination to the Executive in accordance with Paragraph 11 hereof. For
purposes of the Agreement, a "Notice of Termination" shall mean a notice that
shall indicate the specific termination provision in the Agreement relied upon,
if any, and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive's employment under
the provision so indicated.


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            (e) Date of Termination. Except as otherwise determined pursuant to
Paragraph 2(a), the "Date of Termination" for purposes of determining the
Executive's right to compensation hereunder shall mean the date set forth in the
Notice of Termination which date, in the event the Executive's employment is
terminated by the Company other than for Cause, shall be no less than fifteen
(15) days after Notice of Termination is given, unless such Notice of
Termination provides for a different period that is mutually agreed to, in
writing, by the Company and the Executive. Nothing in this Paragraph shall be
deemed to diminish the Company's right to cause the Executive to cease
performing his duties and responsibilities as an executive and employee of the
Company at any time.

       2.   Compensation Upon Termination. Upon termination of the Executive's
employment, and in lieu of any other severance benefit otherwise payable to the
Executive under the terms of the Severance Arrangements, the Executive shall be
entitled to the following benefits:

            (a) If the Executive's employment is terminated by his death or
Disability, or if the Executive retires in accordance with the Company's
retirement policies, the Date of Termination shall be deemed to be the date of
such death or termination for Disability, pursuant to Paragraph 1 hereof, or
date of retirement. In such event, the Company shall pay the Executive his base
salary, through the Date of Termination or retirement (and any bonus which
otherwise would have been paid prior to the Date of Termination or retirement,
as the case may be). Thereafter, the Executive or, in the event of his death,
his estate shall receive those benefits to which he or his estate may be
entitled under the relevant Company benefit and retirement plans or
arrangements.

            (b) If the Executive's employment shall be terminated by the Company
for Cause or by the Executive, and is not due to the Executive's death or
Disability, the Company shall pay him his full base salary through the Date of
Termination at the rate in effect at the time Notice of Termination is or
properly should have been given, and the Company shall have no further
obligations to the Executive under this Agreement.


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            (c) If the Executive's employment shall be terminated by the
Company, other than for any of those reasons specified in clauses (i), (ii) and
(iii) of paragraph 1 of this letter, then he shall be entitled, in addition to
his full base salary through the Date of Termination at the rate in effect at
the time the Notice of Termination is or properly should have been given (and
any bonus which otherwise would have been paid prior to the Date of
Termination), to the benefits provided below:

            (i) The Company shall pay the Executive his full base salary at the
rate in effect at the time Notice of Termination is given or properly should
have been given, for a period (the "Payment Period") of twelve months from the
Date of Termination (such payment, the "Basic Severance Benefit"); provided,
however, that in the event that the Executive executes a general release
substantially in the form attached hereto as Exhibit A, then in consideration of
the execution of such general release, the Company shall extend the Payment
Period for an additional two months (such additional two-month period, the
"Additional Severance Benefit"). Such payments shall be made on the same
schedule as the Executive's base salary was paid. During the Payment Period the
Executive will not accrue vacation time. The Executive will be paid for any
unused, accrued vacation time existing at the Date of Termination at the time of
the first payment of benefits under this Agreement.

            (ii) The Company also shall pay to the Executive a sum equal to the
average of the last three annual bonuses (or such lesser number if the Executive
has received a lesser number of bonuses) paid by the Company to the Executive.
Such payment may be made as a lump sum or on a pro rata basis over the Payment
Period, at the Company's discretion.

            (iii) During the Payment Period, the Company shall arrange to
provide the Executive with coverage under the medical, dental and life insurance
programs in which the Executive was enrolled immediately prior to the Date of
Termination (or substantially similar programs), so long as the Executive
continues to pay any employee premiums due under such programs. At the end of
the Payment Period, the Executive will have the right to extend his medical and
dental coverage under the provisions of COBRA. Benefits under the Company's
Profit 



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Sharing Plan, 401(k) Plan and Stock Incentive Plans will be governed by the
terms of those Plans.

            (iv) The Executive shall be entitled to a merchandise discount
through the Payment Period in accordance with Company policy for employee
merchandise discounts as may be in effect from time to time during that Period.
The Executive also shall receive, through the Payment Period, a monthly
automobile allowance in an amount equal to the allowance such Executive received
immediately prior to the Date of Termination. The Company shall make available
to the Executive during the Payment Period those outplacement services that the
Company is then providing to terminated employees generally.

            (v) The Company also shall pay to the Executive all reasonable legal
fees and expenses incurred by him in seeking to obtain or enforce any right or
benefit to which the Executive is entitled under the Agreement, provided that
the Executive prevails in any legal proceeding connected therewith. Such
payments shall be made, following the conclusion of such legal proceeding,
within five (5) days after the Executive delivers to the Company a written
request for payment accompanied by such evidence of fees and expenses incurred
as the Company reasonably may require.

       3.   Compensation Upon Termination Following a Change in Control. In the
event of the termination of the Executive's employment by the Company within two
years following a Change in Control (as defined herein), in lieu of any other
severance benefit otherwise payable to the Executive under the terms of the
Severance Arrangements and in lieu of any payments pursuant to Paragraph 2
hereof, the Executive shall be entitled to the benefits set forth below unless
such termination is (i) due to his death, retirement or Disability, (ii) by the
Company for Cause, or (iii) by the Executive without Good Reason (as defined
herein).

       (a)  The Company shall pay to the Executive a lump sum payment equal to
1.5 multiplied by the sum of (i) the Executive's annual full base salary at the
rate in effect at the time Notice of Termination is given or properly should
have been given, and (ii) the average of the last three annual bonuses (or such
lesser number if



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the Executive has received a lesser number of bonuses) paid by the Company to
the Executive.

       (b)  For a period of eighteen months from the Date of Termination (the
"Coverage Period"), the Company shall arrange to provide the Executive with
coverage under the medical, dental and life insurance programs in which the
Executive was enrolled immediately prior to the Date of Termination (or
substantially similar programs), so long as the Executive continues to pay any
employee premiums due under such programs (which premiums shall not be at a rate
or in an amount greater than the rate or amount of employee premiums due
immediately prior to the Date of Termination). At the end of the Coverage
Period, the Executive will have the right to extend his medical and dental
coverage under the provisions of COBRA. Benefits under the Company's Profit
Sharing Plan, 401(k) Plan and Stock Incentive Plans will be governed by the
terms of those Plans.

       (c)  The Executive shall be entitled to a merchandise discount through
the Coverage Period in accordance with Company policy for employee merchandise
discounts as may be in effect from time to time during that Coverage Period. The
Executive also shall receive, through the Coverage Period, a monthly automobile
allowance in an amount equal to the allowance such Executive received
immediately prior to the Date of Termination. The Company shall make available
to the Executive during the Coverage Period those outplacement services that the
Company is then providing to terminated employees generally.

       (d)  The Company also shall pay to the Executive all reasonable legal
fees and expenses incurred by him in seeking to obtain or enforce any right or
benefit to which the Executive is entitled under the Agreement, provided that
the Executive prevails in any legal proceeding connected therewith. Such
payments shall be made, following the conclusion of such legal proceeding,
within five (5) days after the Executive delivers to the Company a written
request for payment accompanied by such evidence of fees and expenses incurred
as the Company reasonably may require.

       (e)  In the event that all or any portion of the payments and benefits
pursuant to the Agreement



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become subject to the Excise Tax (as defined below) (such payments and benefits
that are subject to the Excise Tax are for purposes of this Paragraph 3(e)
referred to as the "Parachute Severance Payments"), the Company shall pay to the
Executive an additional amount (the "Gross-Up Payment") such that the net
benefit provided to the Executive with respect to the Parachute Severance
Payments, after deduction of the Excise Tax imposed with respect to the
Parachute Severance Payments (but not any federal, state or local income taxes)
and any Excise Tax (but not any federal, state, or local income taxes) imposed
on the payment provided for by this Paragraph 3(e), shall be equal to the
Parachute Severance Payments.

       For purposes of determining whether any part of the benefits provided
under the Agreement will be subject to the Excise Tax and the amount of such
Excise Tax, (i) no portion of the Total Benefits (as defined below) the receipt
or enjoyment of which the Executive shall have effectively waived in writing
shall be taken into account, (ii) any other payments or benefits received or to
be received by the Executive in connection with a Change in Control or the
Executive's termination of employment (pursuant to the terms of any plan,
arrangement or agreement with the Company, any Person whose actions result in a
Change in Control or any Person affiliated with the Company or such Person)
shall be treated as "parachute payments" within the meaning of section
28OG(b)(2) of the Code, and all "excess parachute payments" within the meaning
of section 28OG(b)(1) of the Code shall be treated as subject to the Excise Tax,
unless in the opinion of tax counsel reasonably selected by the Company's
independent auditors (which were, immediately prior to the Change in Control,
the Company's independent auditors), such other payments or benefits (in whole
or in part) do not constitute parachute payments, including by reason of section
28OG(b)(4)(A) of the Code, or such excess parachute payments (in whole or in
part) represent reasonable compensation for services actually rendered, within
the meaning of section 28OG(b)(4)(B) of the Code, in excess of the Base Amount
allocable to such reasonable compensation, or are otherwise not subject to the
Excise Tax, (iii) the amount of benefits under this Agreement that shall be
treated as subject to the Excise Tax (and therefore as Parachute Severance
Payments) shall be equal to the lesser of (A) the portion of the benefits under
the Agreement treated as a parachute payment within the 



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meaning of section 28OG(b)(2) of the Code or (B) the amount of excess parachute
payments within the meaning of section 28OG(b)(1) of the Code (after applying
clause (i) above), and (iv) the value of any noncash benefits or any deferred
payment or benefit shall be determined by the Company's independent auditors in
accordance with the principles of sections 28OG(d)(3) and (4) of the Code.

       In the event that the Excise Tax is subsequently determined to be less
than the amount taken into account hereunder at the time of termination of the
Executive's employment, the Executive shall repay to the Company, at the time
that the amount of such reduction in Excise Tax is finally determined, the
portion (if any) of the Gross-Up Payment attributable to such reduction
(determined in accordance with the foregoing provisions of this Paragraph 3(e))
plus interest on the amount of such repayment at the rate provided in section
1274(b)(2)(B) of the Code.

       In the event that the Excise Tax attributable to the benefits under the
Agreement is determined to exceed the amount taken into account hereunder at the
time of the termination of the Executive's employment (including by reason of
any payment the existence or amount of which cannot be determined at the time of
the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in
respect of such excess (plus any interest, penalties or additions, but not any
federal, state, or local income taxes, payable by the Executive with respect to
such excess) at the time that the amount of such excess is finally determined.
The Company shall provide the Executive with its calculation of the amounts
referred to in this Paragraph 3(e), and such supporting materials as are
reasonably necessary for the Executive to evaluate the Company's calculations.
The Executive and the Company shall each reasonably cooperate with the other in
connection with any administrative or judicial proceedings concerning the
existence or amount of liability for Excise Tax with respect to the payments and
benefits pursuant to the Agreement.

       Notwithstanding the foregoing provisions of this Paragraph 3(e), in the
event that any payment or benefit received or to be received by the Executive in
connection with a Change in Control or the termination of



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the Executive's employment (whether pursuant to the terms of the Agreement or
any other plan, arrangement or agreement with the Company, any Person whose
actions result in a Change in Control or any Person affiliated with the Company
or such Person) (all such payments and benefits, including payments and benefits
pursuant to the Agreement, being hereinafter called "Total Benefits") would be
subject (in whole or part), to the Excise Tax, then the amount of benefits
payable pursuant to the Agreement and the corresponding Gross-Up Payment shall
be reduced to the extent necessary so that no portion of such benefits is
subject to the Excise Tax if (A) the net amount of the Total Benefits, as so
reduced, (and after deduction of the net amount of federal, state and local
income tax on such reduced Total Benefits) is greater than (B) the excess of (i)
the net amount of such Total Benefits, without reduction (but after deduction of
federal, state and local income tax on such Total Benefits), over (ii) the
amount of Excise Tax to which the Executive would be subject in respect of such
Total Benefits.

       (f)  For purposes of this Paragraph 3, the following terms shall have the
meanings set forth below:

            (i) "Base Amount" shall have the meaning prescribed by Section
280G(b)(3) of the Code.

            (ii) "Beneficial Owner" shall have the meaning prescribed by Rule
13d-3 under the Exchange Act.

            (iii) "Change in Control" shall mean a change in control of the 
Company, which shall be deemed to have occurred only if (A) any Person (as
hereinafter defined) is or becomes the Beneficial Owner, directly or indirectly,
of securities of the Company representing twenty percent (20%) or more of the
combined voting power of the Company's then outstanding securities at a time at
which the members of the H Group (as hereinafter defined) are collectively the
Beneficial Owners of Company securities representing a percentage of the
combined voting power of the Company's then outstanding securities which is less
than the percentage of such voting power owned by such Person or (B) during any
period of two consecutive years (not including any period prior to the execution
of this Agreement), individuals who at the beginning of such period constitute
the Board and any new director (other than a director designated by a Person who
has entered into an agreement with the Company to effect a transac-

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tion described in clause (A) of this paragraph) whose election by the Board or
nomination for election by the Company's stockholders was approved by a vote of
at least two-thirds (2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to constitute a
majority thereof. The term "Person," as used in this Paragraph 3, shall not
include (i) a trustee or other fiduciary holding securities under an employee
benefit plan of the Company, (ii) the H Group or (iii) a corporation owned,
directly or indirectly, by the stockholders of the Company in Substantially the
same proportions as their ownership of stock of the Company.

            (iv) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

            (v) "Excise Tax" means any excise tax imposed under Section 4999 of
the Code.

            (vi) "Good Reason" for termination by the Executive of the
Executive's employment with the Company shall mean the occurrence (without the
Executive's express written consent) of any one of the following acts by the
Company, or failures by the Company to act, unless, in the case of any act or
failure to act described in paragraphs (A), (B), (C) or (D) below, such act or
failure to act is corrected within ten (10) days after the Executive has
notified the Board of the occurrence of any such act or failure to act:

            (A) the assignment to the Executive of any duties substantially
       inconsistent with the Executive's status in the position and title the
       Executive held immediately prior to the Change in Control or a
       substantial adverse alteration in the nature or status of the Executive's
       responsibilities from those in effect immediately prior to the Change in
       Control;

            (B) a reduction by the Company in the Executive's annual base
       salary or a material reduction in the amount of bonus that the Executive
       has the opportunity to earn, as in effect on the date hereof or as the
       same may be increased from time to time;


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            (C) the failure of the Company to obtain a satisfactory agreement
       from any successor to assume and agree to perform this Agreement; or

            (D) any adverse change in the moral or ethical standards under which
       the business is conducted.

       The Executive's right to terminate his employment for Good Reason shall
not be affected by the Executive's incapacity due to physical or mental illness.
The Executive's continued employment shall not constitute consent to, or a
waiver of rights with respect to, any act or failure to act constituting Good
Reason hereunder.

            (vii) "Gross-Up Payment" shall have the meaning set forth in
Paragraph 3(e) hereof.

            (viii) "H Group" shall mean John W. Hechinger, Sr. Richard England,
their respective heirs and members of their respective families, and Persons
controlled by John W. Hechinger, Sr., Richard England, their respective heirs
and members of their respective families.

            (ix) "Person" shall have the same meaning as it does in Section
13(d) and 14(d) of the Exchange Act.

            (x) "Total Payments" shall mean those payments so described in 
Paragraph 3(e) hereof.

       4.   Withholding. Any payments provided for under this Agreement shall be
paid net of any applicable withholding required under federal, state or local
law and any additional withholding to which the Executive has agreed.

       5.   Confidential Information. The Executive acknowledges that as an
executive of the Company, he has had, and may continue to have, access to
confidential information which relates to the business of the Company. The
Executive accordingly agrees that he will not, without the prior written consent
of the Chief Executive Officer of the Company or any other executive officer
that the Board may, in its discretion, designate (a) use for his benefit or
disclose to any person any information 



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obtained or developed by him while in the employ of the Company with respect to
any aspect of the Company's business including, without limitation, information
with respect to any trade secrets, customers, credit relationships, suppliers,
sources of supply, employees (including information relating to their
compensation and career paths) financial affairs, computer systems (including
software programs and data), marketing strategies and/or plans, the volume of
business generated, gross and net profits or advertising and promotion plans or
methods of design, distribution, procurement or production, of the Company, or
any of its subsidiaries or affiliates or any other confidential matter
("Confidential Information"), except information that at the time is available
to others in the business or generally known to the public other than as a
result of disclosure by him not permitted hereunder, or lawfully acquired from a
third party who is not obligated to the Company or any of its subsidiaries to
maintain such information in confidence or (b) take with him upon leaving the
Company's employ, any document or paper relating to any Confidential Information
or any property of the Company (or any of its subsidiaries or affiliates).

       6.   Specific Performance. The Executive acknowledges that a violation on
his part of any of the covenants contained in Paragraph 5 hereof would cause
immeasurable and irreparable damage to the Company. The Executive accordingly
agrees and hereby grants his consent that, without limiting the remedies
available to the Company, any actual or threatened violation of such covenants
may be enforced by injunctive relief or by other equitable remedies issued or
ordered by any court of competent jurisdiction.

       7.   Employment. Nothing in this Agreement shall be construed as
conferring upon the Executive any right to continued employment with the Company
nor shall it interfere in any way with the right of the Company to terminate the
Executive's employment at any time.

       8.   Successors; Binding Agreement. This Agreement and all rights of the
Executive hereunder shall inure to the benefit of, and shall be enforceable by,
the Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If the Executive should
die while any amounts remain payable to him hereunder, all such amounts



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shall be paid to the Executive's designee or, if there be no such designee, to
the Executive's estate.

       The Company shall require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company to assume expressly and agree to perform
the Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place.

       9.   Term. This Agreement shall commence on the date hereof and shall
continue in effect through December 31, 1999; provided, however, that commencing
on January 1, 1998 and each January 1 thereafter, the term of this Agreement
shall automatically be extended for one additional year unless, not later than
September 30 of the preceding year, the Company or the Executive shall have
given notice not to extend this Agreement.

       10.  Mitigation. The Executive shall be under no obligation to mitigate
the amount of any payment provided for herein by seeking other employment or
otherwise nor shall such amount be offset by any compensation which the
Executive may receive from future employment or otherwise.

       11.  Notice. All notices of termination and other communications provided
for in the Agreement shall be in writing and shall be deemed to have been duly
given when delivered by hand or mailed by United States registered mail, return
receipt requested, addressed as follows:

                               If to the Executive:

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                                    If to the Company:

                                    Hechinger Company
                                    1801 McCormick Drive
                                    Largo, Maryland  20774

                                    Attention:  Senior Vice President, 
                                                Treasurer and Secretary

or to such other address as any party may have furnished to the other party in
writing in accordance herewith.

       12.  Miscellaneous. No provision of the Agreement may be waived, modified
or discharged unless such waiver, modification or discharge is agreed to in
writing and signed by (a) the Executive and (b) the Chief Executive Officer of
the Company or such officer as may be specifically designated by the Board. No
waiver by any party hereto at any time of any breach by the other party hereto
of, or compliance with, any condition or provision of the Agreement to be
performed by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time. The
validity, interpretation, construction and performance of the Agreement shall be
governed by the laws of the State of Delaware, without giving effect to its
conflict of law rules.

       13.  Validity. The invalidity or unenforceability of any provision of the
Agreement shall not affect the validity or enforceability of any other provision
of the Agreement, which shall otherwise remain in full force and effect.

       14.  Counterparts. The Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.

       15.  Entire Agreement. The Agreement and Exhibit A hereto, if executed,
set forth the entire agreement and understanding of the parties hereto in
respect of the subject matter contained herein, and supersedes all prior
agreements (including, without limitation, the Severance Agreement between the
Executive and the Company dated April, 1996), promises, covenants, arrangements,
communications, representations or warranties, whether oral or written, by any
officer, employee

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or representative of either party in respect of said subject matter; provided,
however, that nothing in this Agreement shall replace or reduce any compensation
or benefits payable to the Executive under the terms of any compensation or
benefit program or arrangement maintained by the Company other than the
Severance Arrangements.

       IN WITNESS WHEREOF, the parties hereto have executed the Agreement as of
the day and year first above written.

                                           -----------------------------------


                                           HECHINGER COMPANY


                                           By:
                                               -------------------------------


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                                    EXHIBIT A

                            FORMS OF GENERAL RELEASE

                            [Letterhead of Hechinger]

                                                               __________ , 199_


-----------------------------
-----------------------------
-----------------------------

Dear Mr./Ms. ______:

       As you have been advised, your employment by [Hechinger](the "Company")
terminated effective [DATE]. In order to assist you in your transition, the
Company is willing to provide you with an additional severance payment, which
the Company is offering to make in its sole discretion. This additional
severance payment will be provided subject to the terms contained in this
letter, and the terms of the Severance Agreement (the "Severance Agreement") to
which this General Release is an Exhibit. If you wish to receive the additional
severance payment, please sign the last page of this letter and return the
signed letter to the Company.

       1. Upon execution of this letter in accordance with the terms hereof, the
Company agrees to pay you, after payment of the Basic Severance Benefit, as
defined in Paragraph 2(c)(i) of the Severance Agreement, the Additional
Severance Benefit, as defined in Paragraph 2(c)(i) of the Severance Agreement
and in accordance with the terms of that Agreement and this letter

       2. In consideration of the payment of the Additional Severance Benefit,
you voluntarily, knowingly and willingly release and forever discharge the
Company, its parents, subsidiaries and affiliates, together with their
respective officers, directors, partners, shareholders, employees and agents,
and each of their predecessors, successors and assigns, from any and all
charges, complaints, claims, promises, agreements, controversies, causes of
action and demands of any nature whatsoever which against them you or your
executors, adminis-


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trators, successors or assigns ever had, now have or hereafter can, shall or may
have by reason of any matter, cause or thing whatsoever arising to the time you
sign this agreement. This release includes, but is not limited to, any rights or
claims relating in any way to your employment relationship with the Company, or
the termination thereof, or under any statute, including the federal Age
Discrimination in Employment Act, Title VII of the Civil Rights Act, the
Americans with Disabilities Act, or any other federal, state or local law. In
addition, you agree that (i) you will not, in any context, make disparaging
remarks about the Company, its affiliates and subsidiaries, its officers,
directors, employees and owners and agents, or the Company's products, services
and facilities, and (ii) absent a binding court order or similar decree, you
will not voluntarily cooperate with, or facilitate, litigation or other legal
actions against the Company, its affiliates and subsidiaries, its officers,
directors, employees, owners and agents.

       3. The Company advises you to consult with an attorney of your choosing
prior to signing this agreement. You understand and agree that you have the
right and have been given the opportunity to review this agreement and,
specifically, the release in paragraph 2, with an attorney of your choice should
you so desire. You also understand and agree that the Company is under no
obligation to offer you the Additional Severance Benefit, and that you are under
no obligation to consent to the release set forth in paragraph 2 and that you
have entered into this agreement freely and voluntarily.

       4. You have at least twenty-one days to consider the terms of this
agreement, although you may sign and return it sooner if you wish. Furthermore,
once you have signed this agreement, you have seven additional days from the
date you sign it to revoke your consent. The agreement will not become effective
until seven days after the date you have signed it.

       5. The Company's offer to you of this agreement and the payment set forth
herein is not intended to, and shall not be construed as, any admission of
liability by the Company to you or of any improper conduct on the Company's
part, all of which the Company specifically denies.

                                       17
<PAGE>   18

       6. The terms described in this letter and the Severance Agreement
constitute the entire agreement between us and may not be altered or modified
other than in a writing signed by you and the Company. The agreement will be
governed by the law of Delaware, without reference to its choice of law rules.

       If the above sets forth our agreement as you understand it and consent to
it, please so signify by executing the enclosed copy of this letter and return
it to the undersigned.

                                                  Very truly yours,




                                                  ---------------------------



Agreed to and Accepted:



----------------------------
Dated:               , 1997
      ---------------


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