EXHIBIT 10.9

                            MONTEREY RESOURCES, INC.
                               SEVERANCE PROGRAM

        This Severance Program (the "Program") is being adopted by Monterey
Resources, Inc. (the "Company") effective as of October 1, 1996.  The Program
is designed, inter alia, to assure a degree of financial security to Eligible
Employees (as defined below) from the possible elimination of their jobs as a
result of a Change in Control (as defined below) and other appropriate events
and to provide benefits in connection with a limited program of terminations.

A.      DEFINITIONS

        1.      "Acquiring Company" means any person or persons not affiliated
                with or currently employed by SFER, the Company or its
                Subsidiaries who become(s) the beneficial owner(s) of all or
                substantially all of the stock of SFER, the Company or of 25%
                or more of the fair market value of the assets of SFER, the
                Company and its Subsidiaries in one or a series of related
                transactions as a result of the execution of a definitive
                purchase agreement with SFER, the Company or one of its
                Subsidiaries.

        2.      "Base Salary" means the Eligible Employee's highest regular
                rate of base salary during the 24-month period prior to the
                date of termination of employment, excluding overtime, bonuses
                and other compensation, computed on a weekly basis.

        3.      "Cause" means, with respect to termination of the employment of
                an Eligible Employee by the Company or Subsidiary, (a) the
                willful and continued failure by the Eligible Employee to
                substantially perform his duties with the Company or Subsidiary
                (other than any such failure resulting from his incapacity due
                to physical or mental illness), (b) the willful engaging by the
                Eligible Employee in conduct which is demonstrably and
                materially injurious to the Company or Subsidiary, monetarily
                or otherwise, or (c) the failure to relocate at the Company's
                or Subsidiary's request to another locality of either the
                Company or any Subsidiary in a substantially similar position
                at substantially similar wages; provided, however, in no event
                shall a failure to relocate in conjunction with or following a
                Closing or Change in Control constitute Cause.  For purposes of
                this definition, no act, or failure to act, shall be deemed
                "willful" unless done, or omitted to be done, by the Eligible
                Employee not in good faith and without reasonable belief that
                his action or omission was in the best interest of the Company
                or Subsidiary.
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        4.      A "Change in Control" shall be deemed to have occurred if:

                a.       any "person," as such term is used in Sections 13(d)
                         and 14(d) of the Securities Exchange Act of 1934, as
                         amended (the "Exchange Act") (other than any trustee
                         or other fiduciary holding securities under an
                         employee benefit plan of SFER or an affiliate thereof,
                         or any company owned, directly or indirectly, by the
                         stockholders of SFER or an affiliate thereof in
                         substantially the same proportions as their ownership
                         of stock of SFER), is or becomes the "Beneficial
                         Owner" (as defined in Rule 13d-3 under the Exchange
                         Act), directly or indirectly, of securities of the
                         Company representing 25% or more of the combined
                         voting power of SFER's then outstanding securities;

                b.       during any period of two consecutive years (not
                         including any period prior to the effective date of
                         this provision), individuals who at the beginning of
                         such period constitute the Board of Directors of SFER
                         (the "Board"), and any new director (other than a
                         director designated by a person who has entered into
                         an agreement with SFER to effect a transaction
                         described in clause (a), (c) or (d) of this
                         definition) whose election by the Board or nomination
                         for election by SFER'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
                         (hereinafter referred to as "Continuing Directors"),
                         cease for any reason to constitute at least a majority
                         thereof;

                c.       the stockholders of SFER approve a merger or
                         consolidation of SFER with any other company other
                         than (i) a merger or consolidation which would result
                         in the voting securities of SFER outstanding
                         immediately prior thereto continuing to represent
                         (either by remaining outstanding or by being converted
                         into voting securities of the surviving entity) more
                         than 65% of the combined voting power of the voting
                         securities of SFER (or such surviving entity)
                         outstanding immediately after such merger or
                         consolidation, or (ii) a merger or consolidation
                         effected to implement a recapitalization of SFER (or
                         similar transaction) in which no "person" (as
                         hereinabove defined) acquires more than 25% of the
                         combined voting power of SFER's then outstanding
                         securities; or

                d.       the stockholders of SFER approve a plan of complete
                         liquidation of SFER or an agreement for the sale or
                         disposition by SFER or an agreement for the sale or
                         disposition by SFER of all or substantially all of
                         SFER's assets.  For purposes of this clause (d), the
                         term "the sale or disposition by SFER of all or
                         substantially all of SFER's assets" shall mean a sale
                         or other disposition transaction or series of related
                         transaction involving assets of SFER or of any





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                         Subsidiary of SFER (including the stock of any
                         Subsidiary of SFER) in which the value of the assets
                         or stock being sold or otherwise disposed of (as
                         measured by the purchase price being paid therefore or
                         by such other method as the Board determines is
                         appropriate in a case where there is no readily
                         ascertainable purchase price) constitutes more than
                         two-thirds of the fair market value of SFER (as
                         defined below).  For purposes of the preceding
                         sentence, the "fair market value of SFER" shall be the
                         aggregate market value of the Company's outstanding
                         common stock of SFER (on a fully diluted basis) plus
                         the aggregate market value of SFER's other outstanding
                         equity securities.  The aggregate market value of
                         SFER's common stock shall be determined by multiplying
                         the number of shares of SFER's common stock (on a
                         fully diluted basis) outstanding on the date of the
                         execution and delivery of a definitive agreement with
                         respect to the transaction or series of related
                         transactions (the "Transaction Date") by the average
                         closing price for SFER's common stock for the ten
                         trading days immediately preceding the Transaction
                         Date.  The aggregate market value of any other equity
                         securities of SFER shall be determined in a manner
                         similar to that prescribed in the immediately
                         preceding sentence for determining the aggregate
                         market value of SFER's common stock or by such other
                         method as the Board shall determine is appropriate.
                         However, notwithstanding anything in this clause (d)
                         to the contrary, a spinoff or distribution of the
                         stock of a Subsidiary to those persons who were
                         stockholders of SFER immediately prior to such spinoff
                         or distribution in substantially the same proportion
                         as their ownership of SFER stock immediately prior to
                         such spinoff or distribution shall not constitute a
                         "sale or disposition by SFER of all or substantially
                         all of SFER's assets."

                e.       If SFER ceases to own 80% of the combined voting power
                         of the then outstanding voting securities of the
                         Company, the term "Company" shall be substituted for
                         SFER as used in this definition of "Change of Control"
                         and all other appropriate places; provided, however,
                         as long as SFER owns 35% or more of the combined
                         voting power of the voting securities of the Company,
                         the above "Change in Control" definition shall be
                         applied separately with respect to SFER and with
                         respect to the Company as substituted for SFER in the
                         definition, and a Change in Control with respect to
                         either SFER or the Company in such situation shall be
                         a Change in Control for purposes of this Plan.
                         Notwithstanding anything herein to the contrary, a
                         distribution by SFER to its stockholders of its
                         interest in such voting securities of the Company
                         shall not constitute a Change in Control.

        5.      "Closing" means the event or events whereby all, or
                substantially all of the stock of SFER or the Company or 25% or
                more of the assets of SFER or the Company are





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                conveyed or transferred to an Acquiring Company in one or a
                series of related transactions.

        6.      "Committee" shall mean a committee comprised of R. Graham
                Whaling, David B. Kilpatrick, and Lou E.  Shuflin to be the
                administrator regarding the application of the Program.
                Subject to paragraph B.1, the members of the Committee may be
                changed from time to time by the Board.

        7.      "Company" means Monterey Resources, Inc. or any successor
                company.

        8.      "Constructive Termination" shall mean the actual termination or
                resignation of an Eligible Employee from the Company and its
                participating Subsidiaries or from the Acquiring Company and
                its affiliates, as the case may be, occurring in conjunction
                with or within 24 months after a Change in Control or Closing,
                whichever is applicable, due to any of the following events:

                a.       The assignment of any duties materially and adversely
                         inconsistent with the position in the Company or
                         Subsidiary, as the case may be, held immediately prior
                         to the Closing or Change in Control, or a significant
                         adverse alteration in the nature or status of the
                         Eligible Employee's responsibilities or the conditions
                         of employment from those in effect immediately prior
                         to the Closing or Change in Control;

                b.       A reduction of 25% or more in the Eligible Employee's
                         total compensation consisting of Base Salary and the
                         Company's Incentive Compensation Plan, except for
                         comparable percentage reductions in total compensation
                         similarly affecting all management personnel of the
                         Company or, if applicable, the Acquiring Company or
                         all management personnel of any person in control of
                         the Acquiring Company, if applicable;

                c.       The discharge of the Eligible Employee in conjunction
                         with or after a Closing or Change in Control for
                         failure to relocate to a location outside the
                         metropolitan area in which his office is located
                         immediately prior to the Closing or Change in Control;

                d.       The failure to pay to the Eligible Employee any
                         portion of current compensation or to pay to the
                         Eligible Employee any portion of an installment of
                         deferred compensation under any deferred compensation
                         program of the Company or Subsidiary within seven days
                         of the date such compensation is due;

                e.       A 25% reduction in the overall level of benefits under
                         the Company's group life insurance, medical, health,
                         accident, disability and pension plans after a





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                         Closing or Change in Control, unless the employee is
                         compensated by an increase in Base Salary, or unless
                         there is a comparable percentage reduction affecting
                         all management employees of the Company or Acquiring
                         Company or persons in control of the Acquiring
                         Company, as the case may be; or

                f.       The failure to obtain a satisfactory agreement from an
                         Acquiring Company or any successor to the Company to
                         assume and agree to continue this Program.

        9.      "Credited Service" shall be the same as the "Service" for which
                each employee is credited under the Company's 401(k) plan for
                vesting purposes.  A partial month of service shall be credited
                as a full month.

        10.     "Eligible Employee" means any regular, full-time employee of
                the Company or any of its participating Subsidiaries who (i) is
                not a member of a unit that is covered by any collective
                bargaining agreement with the Company or participating
                Subsidiary, unless such bargaining agreement provides for the
                participation of its members in this Program, and (ii) is
                involuntarily terminated or constructively terminated, as
                defined herein, from the Company or participating Subsidiary
                other than for Cause, disability or death.  Notwithstanding the
                foregoing however, an Eligible Employee (i) who is offered, but
                declines, a substantially comparable position, in the
                metropolitan area in which his office is located, with either
                the Company or a Subsidiary that has adopted this Program or
                maintains its own formal severance program that covers at least
                80% of its employees who would otherwise be Eligible Employees
                hereunder if it adopted this Program, or (ii) who, after
                commencement of payment or benefits under this Program, but
                prior to having received the full amount of the Severance
                Allowance or benefits for which he was qualified, obtains a
                position with the Company or a Subsidiary (whether or not
                substantially comparable to his former position) shall cease to
                be an Eligible Employee and forfeit any right to any payment
                and benefits or further payment and benefits hereunder.
                Further, under no circumstances will an employee qualify as an
                Eligible Employee if that employee is eligible to receive
                benefits under any other formal severance program of the
                Company or a Subsidiary; provided, however, the foregoing shall
                not apply with respect to a termination that is in connection
                with or following a Change in Control or Closing unless such
                other program offers substantially comparable benefits.

        11.     "Severance Allowance" means the total Severance Allowance
                available to an Eligible Employee pursuant to Section C1.

        12.     "SFER" means Santa Fe Energy Resources, Inc.





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        13.     "Subsidiary" means any corporation, partnership or other entity
                of which, at the date of the Eligible Employee's termination of
                employment, the Company owns (directly or indirectly) 50% or
                more of the outstanding voting securities.  A "participating
                Subsidiary" means any Subsidiary that has adopted this Program
                with the written consent of the Committee.

        14.     "Vacation" means the vacation amount as provided under the
                Company's existing vacation policy.  In the event an Eligible
                Employee has a written agreement providing additional vacation
                benefits, that agreement will govern.

B.      IMPLEMENTATION AND AMENDMENT

        1.      Subject to amendment of the Program as provided below, this
                Program shall continue in effect through December 31, 1996;
                provided, however, that commencing on January 1, 1997, and each
                January 1 thereafter, the Program shall automatically be
                extended for one additional year unless, not later than
                September 30 of the preceding year, the Board determines that
                the Program shall not be so extended; and provided, further,
                notwithstanding any provision herein to the contrary, that if a
                Change in Control shall have occurred during the original or
                extended term of this Program, this Program shall continue in
                effect for a period of not less than 24 months beyond the month
                in which such Change in Control occurred, during which time
                Company is contractually bound to maintain the Program, and,
                provided further the membership of the Committee cannot be
                changed during the 24 months immediately following such Change
                in Control, except with the written consent of a majority of
                the members of the Committee.


        2.      The Company shall determine the date an Eligible Employee's
                termination of employment will be effective.  Unless such
                termination was the result of Constructive Termination,  the
                Eligible Employee will agree to work until such date, or such
                other date as is mutually agreed to by the Company and the
                Eligible Employee.  Failure to do so will result in forfeiture
                of any Severance Allowance and other benefits due that Eligible
                Employee under this Program.

        3.      No payments can be made under the terms of this Program unless
                the Eligible Employee has first terminated employment from the
                Company and its participating Subsidiaries or the Acquiring
                Company and its affiliates, as the case may be.  An Eligible
                Employee's continued employment following a Closing or Change
                in Control shall not be deemed to be consent to, or a waiver of
                rights with respect to, any circumstance listed above for a
                period of two years from the Closing or Change in Control.

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<PAGE>
        4.      The adoption of this Program is entirely voluntary on the part
                of the Company and is not intended nor shall it be construed as
                creating a contract of employment between the Company or its
                successors or any participating Subsidiary and any Eligible
                Employee, nor be construed as a term of employment.

        5.      The Committee shall have the full discretionary authority to
                administer the Program, to construe and interpret the Program,
                to decide all questions of eligibility, to determine the
                amount, manner and time of payment of any payments and benefits
                hereunder and to make all other determinations deemed necessary
                or advisable for the administration of the Program.

        6.      The Board, in its sole discretion, may amend the Program at any
                time or times in such manner as it deems appropriate; provided,
                however, no such amendment (or any part of an amendment, as the
                case may be) made either (i) within six months prior to a
                Change in Control or Closing or (ii) on or within 24 months
                after a Change in Control or Closing shall be effective with
                respect to any Eligible Employee to the extent such amendment
                (or part thereof) would reduce the Severance Allowance or any
                other benefit such Eligible Employee would have received under
                the Program but for such amendment.  Further, no amendment may
                reduce or adversely affect any benefits already in pay status
                under the Program at the date of such amendment.  In addition,
                the Committee may amend the Program, subject to the above
                limitations; provided, however, that no such amendment by the
                Committee may significantly increase the benefits or costs of
                the Program.

C.      SEVERANCE ALLOWANCE

        1.      The amount of Severance Allowance will be determined by the
                following formula:

                         One week's Base Salary per 12 months of Credited
                         Service, plus one week's Base Salary per $4,000 of
                         annual Base Salary, plus one week's Base Salary for
                         each year of age above 40.  The sum of the weeks and
                         fractional weeks will be rounded to the next highest
                         full week.  One weeks' Base Salary will be computed by
                         dividing Base Salary by 52.

                         However, the minimum amount will be 8 weeks' Base
                         Salary and the maximum amount will be one year's Base
                         Salary.

                a.       The amount of the Severance Allowance shall be paid in
                         a lump sum as soon as practicable following
                         termination, unless the installment option is elected
                         by the Eligible Employee.  Certain other benefits as
                         described in Section D, however, are continued for a
                         limited period as provided therein.

                                      -or-

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<PAGE>
                b.       At the election of the Eligible Employee (made prior
                         to termination), the amount of the Severance Allowance
                         shall be paid in equal monthly installments over a
                         period designated by the Eligible Employee, but not to
                         exceed 24 months, commencing after his or her date of
                         termination.  Certain benefits as described in Section
                         D, however, are continued for a limited period as
                         provided therein.

        2.      If the terminated Eligible Employee is receiving a Severance
                Allowance in monthly installments under option C1(b) and
                subsequently accepts a job outside the Company's affiliated
                group, the remaining balance will be paid in a lump sum at the
                election of the Eligible Employee.  Interest will not be paid
                on any installment payments.  Severance Allowance payments will
                be subject to withholdings for all applicable taxes and
                appropriate deductions for employee benefits.

        3.      In the event an Eligible Employee dies after the termination of
                his employment and before having received the full amount of
                the Severance Allowance for which the Eligible Employee was
                qualified, the Eligible Employee's spouse or, if there is no
                spouse, the beneficiary designated by the employee under the
                Company-sponsored group term life insurance plan, may continue
                to receive installment payments under C1(b) or in lieu thereof
                may receive a lump sum payment of the remaining balance.

        4.      In no event shall the aggregate amounts paid pursuant to this
                Program to any Eligible Employee exceed two times the Eligible
                Employee's "annual compensation" (as defined in DOL Reg.
                Section  2510.3-2(b)(2)) for the year immediately preceding
                the termination of service.

        5.      Notwithstanding any other provisions of this Program to the
                contrary, an Eligible Employee shall not be eligible to receive
                a Severance Allowance or any other benefits under this Program
                unless the Eligible Employee executes a release and waiver in a
                form provided by the Company; provided, however, the foregoing
                shall not apply to a termination of employment that is in
                conjunction with or following a Change in Control.  No
                Severance Allowance or other benefits shall be due or payable
                under this Program prior to the effectiveness of such release
                and waiver, if applicable.

        6.      Further, and notwithstanding the foregoing provisions of this
                Program, payments or benefits otherwise to be provided to an
                Eligible Employee under this Program shall be reduced to the
                extent necessary so that no portion thereof shall be subject to
                the excise tax imposed by Section 4999 of the Internal Revenue
                Code of 1986, as amended (the "Code"), but only if, by reason
                of such reduction, the Eligible Employee's net after tax
                benefit shall exceed the net after tax benefit if such
                reduction were not made.

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        7.      Notwithstanding the foregoing provisions of this Program, the
                amount of any payment provided under this Program shall be
                reduced by any similar payment made by the Company required by
                any federal or state law with respect to such termination of
                employment.

D.      OTHER BENEFITS

        All benefits under other employee welfare benefit plans maintained by
        the Company and its Subsidiaries shall cease upon the date of
        termination except as described below.

        1.      Whether the Severance Allowance is paid as a lump sum under
                C1(a) or in installments under C1(b), effective on the day
                following the date of termination, and for two years following
                (the "Severance Period"), the Eligible Employee automatically
                will continue to be covered by the group medical, dental and
                employee life insurance plans in which he participates on the
                date his employment terminates or in any successor plan thereto
                for similarly situated active employees of the Company and its
                affiliates; provided, however, that the amount of life
                insurance shall not exceed two times the Eligible Employee's
                annual base salary in effect on the date his employment
                terminates (except in the case of an employee's "grandfathered"
                benefit under a prior plan); and provided further, that the
                Eligible Employee makes the employee contributions required, if
                any, of similarly situated active employees for such coverage.
                The Eligible Employee will be subject to any modifications to
                these benefits that are generally applicable to such active
                employees, but in no event shall the Company terminate such
                benefits prior to the end of the Severance Period, except
                should the Eligible Employee cease to make the employee
                contributions as may be required hereunder.  In the event there
                cease to be any such active employees of the Company and its
                affiliates during the Severance Period, the benefits shall
                nonetheless continue for the remainder of the Severance Period
                at the levels (and, if applicable, the active employee premium
                cost) in effect immediately prior to such date.  Any
                contributory portion of an Eligible Employees "grandfathered"
                life insurance benefit may be continued or terminated at the
                Eligible Employee's choice.  Medical and dental coverage will
                be extended to include all eligible dependents during the
                Severance Period, provided that such dependents were covered
                under the Eligible Employee's medical and dental coverage on
                the date of his termination.

        2.      Notwithstanding the above, coverage will cease when the
                terminated Eligible Employee becomes covered under another
                group health plan (other than one sponsored by the Company for
                retirees) which does not contain any exclusion or limitation
                with respect to any preexisting condition of such Eligible
                Employee.  If on the commencement of, during or immediately
                following the end of the severance period provided hereunder
                the terminated Eligible Employee is eligible and elects to
                retire under the Retirement Plan, medical and life insurance
                benefits will be provided to the retiree in accordance with the
                terms of the Company's Group Health Benefits

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                and Group Life Insurance Plans, as described in the Company's
                Options Plus Benefits Handbook or similar publications and
                benefit plan documents automatically beginning as of the end of
                the severance period provided hereunder.

        3.      If an Eligible Employee does not qualify for group health and
                life insurance as a retiree under the Company's Group Health
                Benefits Plan or Group Life Insurance Plan, a conversion
                privilege for employee life insurance and medical benefits will
                be provided within 31 days of the date coverage ceases.  No
                conversion privilege is available for dental benefits.

        4.      The group medical and dental benefits provided herein are for
                the purpose, in part, of providing at employer expense (other
                than the employee charge, if any, for HMO and Hospital
                Association coverage) "continuation coverage" after termination
                of employment as required under the Consolidated Omnibus Budget
                Reconciliation Act ("COBRA").  To the extent that COBRA
                requires any benefits or rights in addition to those provided
                for by this Program, the Company shall comply with such law and
                notify the Eligible Employee or other persons of such rights.
                However, to the extent this Program provides any greater rights
                or benefits than those required by COBRA, the Eligible
                Employees shall receive such greater rights or benefits under
                this Program.

        5.      The above "other" welfare benefits will be payable under such
                other plans and programs.

        6.      Accrued and earned vacation will be paid in a lump sum,
                following termination.

E.      OUTPLACEMENT COUNSELING

        The Company may (but shall not be obligated to) provide, at times and
        places specified, outplacement counseling to Eligible Employees
        designated by the Company as terminated.  The Company will have sole
        discretion in selection of the outside vendor and services to be
        provided.

F.      CLAIM REVIEW PROCEDURE

        1.      All inquiries concerning claims under the Program shall be
                submitted to the Company and shall be addressed as follows: Mr.
                L. D. Riggs, 5201 Truxtun, Suite 100, Bakersfield, California
                93309.

                In the event that any claim for benefits is denied in whole or
                in part, the Company shall notify the claimant in writing of
                such denial and shall advise the claimant of his or her right
                to a review thereof.  Such written notice shall set forth, in a
                manner calculated to be understood by the claimant, specific
                reasons for such denial, specific

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                references to the Program provisions on which such denial is
                based, a description of any information or material necessary
                for the claimant to perfect his or her claim, an explanation of
                why such material is necessary and an explanation of the
                Program's review procedure.  Such written notice shall be given
                to the claimant within a reasonable period of time after the
                claim is filed with the Company.

        2.      Any person or his or her duly authorized representative, whose
                claim for benefits is denied in whole or in part may appeal
                from such denial by submitting to the company a request for a
                review of the claim within 60 days after receiving written
                notice of such denial from the Company.  The Company shall give
                the claimant an opportunity to review pertinent documents in
                preparing his or her request of review.

        3.      The request for review must be in writing and shall be
                addressed as follows:  Mr. L. D. Riggs, 5201 Truxtun, Suite
                100, Bakersfield, California 93309.  The request for review
                shall set forth all of the grounds upon which it is based, all
                facts and support thereof and any other matters which the
                claimant deems pertinent.  The Company may require the claimant
                to submit such additional facts, documents or other material as
                the Company may deem necessary or appropriate in making its
                review.

        4.      The Company shall act upon each request for review within 60
                days after receipt thereof unless special circumstances require
                further time for processing, but in no event shall the decision
                on review be rendered more than 120 days after the Company
                receives the request for review.

        5.      The Company shall give written notice of its decision to the
                claimant.  In the event that the Company confirms the denial of
                application for benefits in whole or in part, such notice shall
                set forth, in a manner calculated to be understood by the
                claimant, the specific reasons for such denial and specific
                references to the Program provisions on which the decision is
                based.

G.      ERISA REQUIREMENTS

        The following paragraphs contain specific information required by the
        Employee Retirement Income Security Act of 1974 (ERISA):

                The name of the plan is Monterey Resources, Inc. Severance
        Program.  The Sponsor of the Program is:

                         Monterey Resources, Inc.
                         5201 Truxtun, Suite 100
                         Bakersfield, California 93309

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<PAGE>
                The Program is a welfare benefit severance plan under ERISA.
                The Administrators of the Program are the members of the
                Committee, which may be contacted as follows:

                         Monterey Severance Plan Committee
                         Monterey Resources, Inc.
                         5201 Truxtun, Suite 100
                         Bakersfield, California 93309
                         (805) 322-3992

        Mr. Terry L. Anderson, General Counsel, Monterey Resources, Inc., 5201
        Truxtun, Suite 100, Bakersfield, California 93309 is designated as
        agent for legal process.]  Service of legal process may also be made
        upon written request to the Plan Administrator.

        The Company's Tax Identification Number (TIN) assigned by the Internal
        Revenue Service is 76-051993.  The TIN for the Plan Administrator is
        applied for.  The Program's plan identification number is 5_____.

        Severance Allowances are paid from the general assets of the Company.
        The other benefits, if any, provided hereunder, i.e., continued
        medical, dental or life insurance benefits, shall be payable under such
        other plan or program.  As a welfare benefits severance plan, the
        benefits provided hereunder are not subject to the insurance provisions
        of the Pension Benefit guaranty Corporation (PBGC).

        You are entitled to certain rights and protections under the Employee
        Retirement Income Security Act of 1974 (ERISA).  ERISA provides that
        all plan participants shall be entitled to:

                Examine, without charge at the office of the Plan
                Administrator, all plan documents and copies of all documents
                filed by the plan with the U.S. Department of Labor, such as
                detailed annual reports and plan descriptions.

                Obtain copies of all plan documents and other plan information
                upon written request to the Plan Administrator.  A reasonable
                charge may be made for the copies.

                Receive a summary of the plan's annual report.  The plan
                administrator is required by law to furnish each Eligible
                Employee with a copy of the summary annual report.

        In addition to creating rights for plan participants, ERISA imposes
        duties upon people who are responsible for the operation of the plan.
        The people who operate your plan, called "fiduciaries" of the plan,
        have the duty to do so prudently and in the interest of you and other
        plan participants and beneficiaries.  No one, including your employer
        or any other person, may fire you or otherwise discriminate against you
        in any way to prevent you from obtaining

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        a benefit or exercising you rights under ERISA.  If your claim for a
        benefit is denied in whole or in part, you must receive a written
        explanation of the reason for the denial.  You have a right to have the
        plan review and reconsider your claim.  Under ERISA, there are steps
        you can take to enforce the above rights.  For instance, if you request
        materials from the plan and do not receive them within 30 days, you may
        file suit in a federal court.  In such a case, the court may require
        the Plan Administrator to provide the materials and pay you up to $100
        a day until you receive the materials, unless the materials were not
        sent because of reasons beyond the control of the administrator.  If
        you have a claim for benefits which is denied or ignored, in whole or
        in part, you may file suit in a state or federal court.  If its should
        happen that plan fiduciaries misuse the plan's money, or if you are
        discriminated against for asserting your rights, you may seek
        assistance from the U.S. Department of Labor, or you may file suit in a
        federal court.  The court will decide who should pay court costs and
        legal fees.  If you are successful, the court may order the person you
        have sued to pay these costs and fees.  If you lose, the court may
        order you to pay these costs and fees; for example, if its finds your
        claim is frivolous.

        If you have any questions about this statement or your rights under
ERISA, you should contact the Plan Administrator or the Area Office of the U.S.
Labor-Management Service Administration, Department of Labor.

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