ADVO INC
AGREEMENT
<DOCUMENT>
<TYPE>EX-10.V
<SEQUENCE>4
<FILENAME>y66268exv10wv.txt
<DESCRIPTION>AGREEMENT
<TEXT>
<PAGE>
                                                                   Exhibit 10(v)

August 19, 2002

David Barber
28 Quail Ridge
Avon, CT. 06001

Dear David,

This letter will confirm our discussion regarding your termination from the
position of Senior Vice President, Marketing, effective August 19, 2002.
Moreover, this letter will further serve as our Agreement on the terms and
conditions of your separation from ADVO, Inc. (herein referred to as "Company")
and the benefits that will be provided to you. Your last day worked is August
19, 2002.

I.    Separation Benefits

      If you sign and return this Agreement as provided herein, you will receive
      the benefits described below. If you do not sign and return this Agreement
      by October 15, 2002, you will receive the benefits described in Attachment
      A, which is made part of this Agreement.

      1.    Effective immediately, you will be placed on inactive wage
            continuation pay status for a period of up to 65 weeks. While on
            inactive pay status, you will be paid on each regular pay date
            throughout this period at your current rate of pay. If you were
            participating in the Company's medical, dental, group universal
            life, dependent life, or Employee Stock Purchase plans on your last
            day worked, you may continue such participation up to the date your
            wage continuation ends (provided you make any required associate
            contributions). In addition, your company paid supplemental
            executive benefits including long-term disability, long-term care
            and the medical supplement, will continue for the duration of the
            wage continuation period described herein. You will continue to be
            covered by the Company's basic group life insurance plan. Matching
            employer Social Security contributions will be made on your behalf
            throughout this period as well. During this wage continuation, you
            will not be eligible for the Company's short-term and long-term
            disability benefits plans, workers' compensation, vacation accrual,
            auto allowance or making further savings plan contributions beyond
            your termination date of August 19, 2002. Any earned vacation pay
            you have not taken will be paid in a lump sum and added to your last
            wage continuation payment.

      2.    The Company will provide outplacement for you with a counselor from
            Drake, Beam, Morin. Human Resources will personally coordinate your
            outplacement activities including the monitoring of reference
            inquiries from prospective employers.

            All reference inquires will be directed to Scott Esposito, Vice
            President, Human Resources or his successor. He will limit the
            disclosure of information to David Barber's position held and dates
            of employment.

            Employee and employer will not knowingly take any action or make any
            statements, written or oral, which would disparage or defame the
            goodwill, reputation, image or commercial interest of the other.
<PAGE>
Page Two
David Barber
August 19, 2002


      3.    If you obtain other employment during your period of inactive wage
            continuation you must notify the Company of such employment. In this
            case, any remaining wage continuation, which would otherwise have
            been made, (from the date of new employment through the end of the
            wage continuation period described in paragraph 1) will be paid out
            in a lump sum. At that time, continuation of benefits, including the
            supplemental executive benefits, will cease.

      4.    You will not be eligible to receive bonus payments under the
            incentive compensation plan for 2002 or beyond. In addition, you
            will not receive any further stock option grants. As long as you are
            on the wage continuation status described above, all stock options
            shall continue to vest on their normal schedule. When you leave
            inactive wage continuation status, all vesting shall cease. You will
            have three months after that date in which to exercise any
            outstanding, vested options. You can contact the Legal Department at
            860-285-6120 directly for more information about stock-related
            matters.

      5.    Within 14 days of the end of your wage continuation period, you will
            receive notification of your rights under COBRA legislation to elect
            continuation of group coverage under the Company's medical and/or
            dental plans. Additionally, you may have the option to convert your
            group medical coverage to an individual policy basis at the
            expiration of the COBRA continuation period. You will have up to 31
            days to convert your group basic and universal life insurance to an
            individual policy basis. You will receive the written COBRA notice
            from the ADP COBRA Department and may inquire to them about details
            regarding these privileges at 800-526-2721.

II.   Nonadmission By Company

      This Agreement shall not constitute, operate or be construed as an
      admission that the Company violated any federal, state or local statute,
      law, order, ordinance or regulation or any right founded or defined in any
      applicable constitutional or statutory provision, common law, contract or
      public policy. The Company expressly denies any and all allegations of
      unlawful and/or wrongful conduct arising out of or in connection with the
      Company's employment of you and/or the termination of your employment.

III.  Release & Waiver

      In exchange for the consideration provided in Section I, to which you are
      otherwise not entitled, you agree to all of the terms and conditions as
      defined in this Section.

      1.    You affirm that your leaving ADVO is not caused by any act of
            discrimination by ADVO, its employees, officers or directors, past
            or present. You agree not to make or file any claims or charges of
            any kind against ADVO before any agency, court or other forum. You
            agree to release ADVO from any claim, known or unknown, arising in
            any way from any actions taken by ADVO, up to the date of the
            signing of this Agreement. This includes, but not limited to, any
            claim for wrongful discharge, breach of contract or other common law
            claims, or under any Federal, State or local statute or regulation
            including, but not limited to, Title VII of the Civil Rights Act of
            1964 as Amended, 42 U.S.C. 2000E et. seq.; the Employee Retirement
            Income Security Act of 1974 ("ERISA"), 29 U.S.C. 1001 et. seq.; the
            Age Discrimination in Employment Act, as amended, the Civil Rights
            Act of 1991, or any claims for attorney's fees, expenses, or costs
            of litigation. This release and waiver also includes claims that you
            suffered any other harm by or through the actions of the Company,
            including, but not limited to, claims for defamation or emotional
            distress.
<PAGE>
Page Three
David Barber
August 19, 2002

      2.    This Release covers all claims based on any facts or events, whether
            known or unknown by you, which occurred on or before the effective
            date of this Agreement.

      3.    This Release does not include, however, a release of your rights to
            any standard benefits to which you may be entitled in accordance
            with the terms of the Company employee benefit plans in which you
            participated, and does not include release of your right to enforce
            this agreement and the obligations thereunder.

      4.    The "Release" set out in this section of the Agreement is an
            essential and material part of this Agreement. If any portion of the
            Release is determined to be illegal or unenforceable, the remaining
            portions of such Release shall remain in full force and effect. If
            you file a lawsuit, charge, complaint, or other claim asserting any
            claim or demand which is within the scope of such Release, the
            Company (whether or not such claim is valid) shall be entitled to
            cancel any and all future obligations under this Agreement and
            recoup the value of all payments and benefits paid hereunder,
            together with the Company's costs and attorneys' fees.

IV.   Agreements Made By You

      1.    You will return to the Company all Company Information, reports,
            files, memoranda, records, credit cards, cardkey passes, door and
            file keys, software and other property which you received or
            prepared or helped to prepare in connection with your employment.
            You have not and will not retain any copies or excerpts thereof. The
            term "Company Information" as used in this Agreement means: (a)
            confidential information including, without limitation, information
            received from third parties under confidential conditions; (b)
            information subject to the Company's attorney-client or work-product
            privilege; and (c) other technical, scientific, business or
            financial information, the use or disclosure of which might
            reasonably be construed to be contrary to the Company's interest or
            competitive posture.

      2.    You acknowledge that you have acquired valuable and sensitive
            Company Information and that such Company Information has been
            disclosed to you in confidence and for the Company's use only. Your
            former responsibilities frequently involved highly sensitive Company
            information entrusted to you. You agree that you: (1) will continue
            to keep such Company Information confidential at all times; (2) will
            not disclose or communicate Company Information to any third party;
            and (3) will not make use of Company Information on your own behalf,
            or on behalf of any third party. When Company Information becomes
            generally available to the public other than by your acts or
            omissions, it is no longer subject to the restrictions in this
            paragraph.
<PAGE>
Page Four
David Barber
August 19, 2002


      3.    This Agreement supersedes all other Agreements or understandings,
            written or oral, that you may have with ADVO, Inc. on the subject
            matter discussed above, except that the Non-Compete Agreement
            between you and ADVO shall remain in full force and effect pursuant
            to its terms.

      4.    You agree that the provisions of this Agreement are severable and
            divisible. In the event any portion of this Agreement is determined
            to be illegal or unenforceable, the remaining provisions of this
            Agreement shall remain in full force and effect. This is the entire
            Agreement between you and the Company. The Company has made no
            promises to you other than those in this Agreement.

V.    Arbitration/Dispute Resolution

      Any dispute arising between the Company and you with respect to the
      performance or interpretation of this Agreement shall be submitted to
      arbitration in Hartford, Connecticut, for resolution. It shall be done in
      accordance with the rules of the American Arbitration Association. It will
      be modified to provide that the decision by the arbitrator shall be
      binding on the parties, shall be furnished in writing, separately and
      specifically stating the findings of fact and conclusions of law on which
      the decision is based and shall be rendered within ninety (90) days
      following impanelment of the arbitrator. The losing party shall bear all
      costs of arbitration. The arbitrator shall be selected in accordance with
      the rules of the American Arbitration Association. Following a decision by
      the arbitrator, the successful party will be reimbursed by the other party
      for all costs or fees paid by the successful party to the American
      Arbitration Association in relation to the dispute under this Agreement.
      This Agreement shall be subject to and governed by the laws of the state
      of Connecticut.

VI.   Execution & Right To Revoke

      1.    You acknowledge that you have read this Agreement carefully and
            fully understand its terms. You have been advised to seek legal
            counsel and have had an opportunity to do so, and you are executing
            this Agreement voluntarily and knowingly. You fully understand that
            signing this Agreement waives all legal claims against ADVO based on
            any actions taken by ADVO up to the date of the signing of this
            Agreement.

      2.    You have been given twenty-two (22) days to review and consider this
            Agreement before signing it. You understand and acknowledge that you
            may use as much of this period as you wish prior to signing.
<PAGE>
Page Five
David Barber
August 19, 2002


      3.    If this Agreement is signed by you and returned to the Company
            within the time specified in Paragraph 2 above, you may revoke this
            Agreement within seven (7) business days of the date of your
            signature. Revocation can be made by delivering a written notice of
            revocation to, Scott Esposito, Vice President, Human Resources at
            ADVO, Inc., Human Resources, One Univac Lane, Windsor, CT 06095. For
            this revocation to be effective, written notice must be received by
            him no later than close of business on the seventh (7th) business
            day after you sign this Agreement. If you revoke this Agreement, it
            shall not be effective or enforceable and you will not receive the
            benefits described in Paragraph I. If you have received any
            benefits, the cash equivalent value of such benefits must be return
            to the Company. Revoking this Agreement will not alter the fact that
            your employment has been terminated.

      4.    The effective date of this Agreement shall be seven (7) business
            days from the date in which this Agreement is signed and dated by
            you. If the Agreement is not dated then, in that event, the
            effective date of this Agreement shall be seven (7) calendar days
            after receipt of the Agreement by the Company.

      YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND ARE
      VOLUNTARILY ENTERING INTO IT WITHOUT DURESS OR COERCION.

                  Accepted and agreed to this 3rd day of October, 2002.

      /s/ DAVID BARBER                  /s/ SCOTT ESPOSITO
      -----------------                 ------------------
      DAVID BARBER                      SCOTT ESPOSITO
      (Associate)                       Vice President, Human Resources
                                        (Company)
<PAGE>
                                  Attachment A

Benefits provided to you in the event you do not sign and return this Agreement:

      1.    Effective immediately, you will be placed on inactive wage
            continuation pay status for a period of up to 4 weeks. While on
            inactive pay status, you will be paid on each regular pay date
            throughout this period at your current rate of pay. If you were
            participating in the Company's medical, dental, group universal
            life, dependent life, or Employee Stock Purchase plans on your last
            day worked, you may continue such participation up to the date your
            wage continuation ends (provided you make any required associate
            contributions). In addition, your company paid supplemental
            executive benefits including long-term disability, long-term care
            and the medical supplement will continue for the duration of the
            wage continuation period described herein. You will continue to be
            covered by the Company's basic group life insurance plan. Matching
            employer Social Security contributions will be made on your behalf
            throughout this period as well. During this wage continuation, you
            will not be eligible for the Company's short-term and long-term
            disability benefits plans, workers' compensation, vacation accrual,
            auto allowance or making further savings plan contributions beyond
            your termination date of August 19, 2002. Any earned vacation pay
            you have not taken will be paid in a lump sum and added to your last
            wage continuation payment.

      2.    If you obtain other employment during your period of inactive wage
            continuation you must notify the Company of such employment. In this
            case, any remaining wage continuation, which would otherwise have
            been made, (from the date of new employment through the end of the
            wage continuation period described in paragraph 1) will be paid out
            in a lump sum. At that time, continuation of benefits, including the
            supplemental executive benefits, will cease.

      3.    You will not be eligible to receive bonus payments under the
            incentive compensation plan for 2002 or beyond. In addition, you
            will not receive any further stock option grants. As long as you are
            on the wage continuation status described above, all stock options
            shall continue to vest on their normal schedule. When you leave
            inactive wage continuation status, all vesting shall cease. You will
            have three months after that date in which to exercise any
            outstanding, vested options. You can contact the Legal Department at
            860-285-6120 directly for more information about stock-related
            matters.

      4.    Within 14 days of the end of your wage continuation period, you will
            receive notification of your rights under COBRA legislation to elect
            continuation of group coverage under the Company's medical and/or
            dental plans. Additionally, you may have the option to convert your
            group medical coverage to an individual policy basis at the
            expiration of the COBRA continuation period. You will have up to 31
            days to convert your group basic and universal life insurance to an
            individual policy basis. You will receive the written COBRA notice
            from the ADP COBRA Benefits and may inquire to them about details
            regarding these privileges, 800-526-2720.



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