Exhibit 10(z)

                  RETIREMENT LIFE INSURANCE BENEFIT AGREEMENT


     This Agreement between, a corporation ("Employer"), and ("Employee"),
witness that:

     WHEREAS, Employee has been a participant in a program (the "Insurance
Benefit Program") pursuant to which the Employer agreed to pay to the Employee,
commencing on the later of (i) the Employee's Normal Retirement Date or (ii),
the date on which Employee became entitled to convert the insurance then in
force on his/her life under the Employee's pre-retirement group term life
insurance plan, certain designated percentages of the premium for the amount of
pre-retirement group term life insurance which the Employee was entitled to
convert (whether or not the Employee converted any, all, or none of such
insurance) provided that, pursuant to such agreement, such payments would be
made only if the Employee's employment with the Employer continued beyond
his/her Normal Retirement Date or terminated by reason of retirement on or
before said Normal Retirement Date; and

     WHEREAS, the Insurance Payment Program was terminated effective July 2,
2001;

     WHEREAS, Employer desires to continue providing a post-retirement life
insurance benefit to each Employee eligible for and participating in the
Insurance Payment Program at the time of its termination.

     NOW THEREFORE, in consideration of the foregoing premises and Employee's
agreement to surrender all claims to any payments he/she might be entitled to
under the former Insurance Payment Program, Employer and Employee agree as
follows:

     1.  Effective upon the later of the Employee's 65th birthday or his/her
retirement date, Employer will purchase a term life insurance policy on the life
of Employee issued by the Employer or one of its affiliates with a face amount
equal to the percentage shown below of an amount equal to two times the
Employee's salary and bonus earned in his/her final year of employment prior to
retirement less $5,000; provided, however, that the face amount of such
insurance policy shall not exceed $1,995,000.


             Employee's Age Nearest Birthday       Percentage of
                    at Date of Retirement          Benefit Amount
             -------------------------------       --------------
                              55                          65
                              56                          70
                              57                          75
                              58                          80
                              59                          85
                              60                          90
                              61                          95
                              62 or over                 100

     2.  Employee shall be the owner of the policy and shall, consistent
therewith, be entitled to designate a beneficiary or beneficiaries thereunder,
assign the policy, and exercise all other rights of ownership.  Employee hereby
irrevocably authorizes and directs the Employer to pay all premiums, as they
become due, directly to the issuer of the policy.  If for any reason the
Employee cancels or terminates the policy, the Employer's obligations hereunder
shall terminate.

     3.  This Agreement is not assignable by either party, except by operation
of law.
     4.  This Agreement shall be governed by the law of the State of 4, except
to the extent preempted under federal law.

     5.  This Agreement shall supersede and replace the former Insurance Payment
Program. By executing this Agreement, Employee surrenders all claims to any
payments he/she might be entitled to receive under the former Insurance Payment
Program.

     6.  Employee understands and acknowledges that he/she may owe income taxes
annually on the cost of coverage once such coverage becomes effective.  The
Employer shall determine the amount that is includable each year in the
Employee's gross income, and report such amount as required by law.


In witness whereof, this Agreement has been executed on this ___ day of August,
2001.


                                         By:______________________________
Assistant Secretary                      Its:_____________________________


Witness                                  Employee