ADOLOR CORP
EXHIBIT 10.2
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<DESCRIPTION>EXHIBIT 10.2
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Exhibit 10.2
Adolor Corporation Executive Severance Pay Program





Introduction

Adolor Corporation maintains the Adolor Corporation Executive Severance
Pay Program (the "Plan") for the purpose of providing temporary income
replacement and other benefits to certain individuals whose employment
is involuntarily terminated.  This document specifies how the Plan will
operate and describes the benefits to be provided under the Plan.

Important Terms

The following terms used in this document have the meanings indicated
below:

Base Pay.  An Eligible Employee's authorized weekly base rate of pay
with the Employer as of his or her Termination Date.  Base Pay includes
base salary, but excludes overtime, bonuses and special premiums and
allowances.

Board of Directors.  The board of directors of Adolor Corporation.

Cause.  Cause means an Eligible Employee's (i) conviction for committing
a felony under federal law or the law of the state in which such action
occurred, (ii) dishonesty in the course of fulfilling his or her
employment duties or (iii) willful and deliberate failure to perform his
or her employment duties in any material respect.  The Committee shall
have the sole discretion to determine whether Cause exists, and its
determination shall be final.

Change of Control.  Change of Control means the happening of either of
the following:

	-the consummation of a merger or consolidation of the
Employer in which the stockholders of the Employer immediately prior to
such merger or consolidation, would not, immediately after the merger or
consolidation, beneficially own (as such term is defined in Rule 13d-3
under the Exchange Act), directly or indirectly, shares representing in
the aggregate 50% or more of the combined voting power of the securities
of the corporation issuing cash or securities in the merger or
consolidation (or of its ultimate parent corporation, if any); or

	-the stockholders of the Employer approve a plan of complete
liquidation or dissolution of the Employer, or there is consummated an
agreement for the sale or disposition by the Employer of all or
substantially all of the Employer's assets, other than a sale or
disposition by the Employer of all or substantially all of the
Employer's assets to an entity, at least 50% of the combined voting
power of the voting securities of which are owned by Persons in
substantially the same proportion as their ownership of the Employer
immediately prior to such sale.

Committee.  The committee appointed by the Board of Directors to
administer the Plan.

Eligible Employee.  An Eligible Employee is an individual who is an
employee of the Employer who has a title of Vice President or higher on
his or her Termination Date.

Employer.  Adolor Corporation.

ERISA.  The Employee Retirement Income Security Act of 1974, as amended.

Good Reason.  "Good Reason" means and will be deemed to exist if,
without the Eligible Employee's prior express written consent, (i) the
Eligible Employee is assigned any duties or responsibilities
inconsistent in any material respect with the scope of the duties or
responsibilities associated with the Eligible Employee's titles or
positions; (ii) the Eligible Employee suffers a material change in the
duties, responsibilities, reporting rights or obligations, or effective
authority associated with the Eligible Employee's titles and positions;
(iii) the Eligible Employee's Base Salary is decreased by the Employer,
or the Eligible Employee's benefits under any of the Employer's employee
pension or welfare plans or programs are in aggregate materially
decreased; or (iv) the Employer fails to pay the Eligible Employee's
compensation, employee benefits or reimbursements when due.

Person.  A Person is any individual, partnership, corporation, company,
limited liability company, association, trust, joint venture,
unincorporated organization, entity or division, or any government,
governmental department or agency or political subdivision thereof.

Plan.  The Adolor Corporation Executive Severance Pay Program described
by this document, as amended from time to time.
Separation Agreement.  An agreement, in a form acceptable to the
Employer, between an Eligible Employee and the Employer, which governs
the terms of the Eligible Employee's separation from the Employer and is
a prerequisite to the receipt of any Severance Benefits under the Plan.

Severance Benefits.  Severance Benefits include Severance Pay and any
other additional benefits provided under the terms of the Plan.

Severance Pay.  A stream of payments given to qualifying Eligible
Employees.  Your Severance Pay made under the Plan will be based on your
Base Pay at the time of your Termination Date.

Subsidiary.  Subsidiary means any corporation (other than the Employer)
that is a "subsidiary corporation" with respect to the Employer under
Section 424(f) of the Internal Revenue Code of 1986, as amended.

Termination Date.  Your Termination Date is the last official workday on
which you are scheduled to perform services for the Employer.

Eligibility for Benefits

If you are an Eligible Employee and (i) your employment is terminated by
the Employer, or (ii) there is a Change of Control of the Employer which
Change of Control is followed within six (6) months by termination of
your employment by the Employer or by you for Good Reason, you will be
eligible for Severance Benefits under the Plan, unless the Committee
determines that one of the following applies to you:
	-	You are terminated for Cause;
	-	You fail to execute a Separation Agreement in the manner
		required by the Committee;
	-	You fail to comply with any applicable agreement not to
		compete with the  Employer.

Notwithstanding anything to the contrary herein, if an Eligible Employee
is employed in good standing with the Employer and dies while so
employed, such Eligible Employee shall be eligible to receive Severance
Benefits hereunder.

Benefits

Severance Pay.  If you are eligible for Severance Benefits under the
Plan and you have been an employee of the Employer for more than twelve
(12) months, you will be entitled to be paid Severance Pay equal to your
Base Pay for twelve (12) months after your Termination Date.  If you are
eligible for Severance Benefits under the Plan and you have been an
employee of the Employer for twelve (12) months or less, you will be
entitled to be paid Severance Pay equal to your Base Pay for the period
that you have been employed.  Your Severance Pay will be paid to you in
installments on the same schedule as the Employer's payroll, and will
begin as soon as your Separation Agreement becomes irrevocable.  At the
Committee's sole discretion, you may receive your total Severance Pay in
a lump sum rather than in installments.

Payments upon Death.  If you die before you have received the total
amount of Severance Pay for which you are eligible, the remaining
portion will be paid, in a manner determined by the Committee, to your
spouse, or, if you are not married at the time of your death, the
remainder of your benefit will be paid to your estate.

Other Severance Benefits.  If you are eligible for Severance Benefits
under the Plan, you will receive continued medical and dental coverage
for a period equal to the number of weeks of Severance Pay that you are
to receive.  Your medical and dental benefits will be provided to you on
the same terms and conditions as are applicable to active employees.


Information on Plan Payments

Benefits Payable from General Assets.  Severance Benefits shall be paid
exclusively from the general assets of the Employer, and no person
entitled to a payment under the Plan has any claim, interest or right to
any other fund, trust account, insurance contracts or other assets of
the Employer to meet this obligation.

Withholding of Taxes.  The Employer reserves the right to withhold
required federal, state or local income or other taxes from Plan
payments.

Right to Employer Offset.  The Employer reserves the right to offset or
reduce the payments to which you are entitled under the Plan by the
amount, if any, that you owe to the Employer.  These payments will also
not duplicate benefits such as workers' compensation wage replacement
benefits, disability benefits, pay-in-lieu-of-notice, severance pay, or
any other similar benefits under other benefit plans, severance
programs, applicable laws (including the Worker Adjustment and
Retraining Notification Act (WARN)), or the like.  If such other
benefits are payable, due, or owed, your payments under the Plan will be
reduced accordingly; or, alternatively, benefits previously paid under
the Plan will be treated as having been paid to satisfy such other
benefit obligations (including any statutorily required wages/benefits).
In either case, the Committee will determine how to coordinate such
benefits and may override other provisions of the Plan in doing so.

Effect of Future Employment.  The amount of your Severance Pay shall not
be decreased by any compensation you may receive from a future employer
or any other source, unless the future employer is the Employer's
successor.  All payments under the Plan will cease if you become re-
employed by the Employer, and if you are re-employed within three months
of your termination, you will be required to pay back the Severance
Benefits that you received under the Plan less the allocable portion of
such Severance Benefits for the period during such unemployment.  If you
fail to repay these amounts, they will be deducted from your pay.

No Assignment of Benefits.  You may not assign, alienate, or pledge your
benefits under the Plan.


Additional Administrative Information

Amendment or Termination.  The Employer reserves the right to amend the
Plan at any time, including on a retroactive basis.  The Employer also
reserves the right to terminate the Plan at any time.  You do not have
any vested rights in any benefits under the Plan, and the Employer may
in its absolute and sole discretion make changes to the benefits
provided under the Plan.

Interpretation.  In the event of any dispute or disagreement as to the
interpretation of the Plan or as to any question, right or obligation
arising from or related to the Plan, the decision of the Board of
Directors shall be final and binding upon all persons.

Assumption.  The Employer will require any successor to all or
substantially all of its business and/or assets, whether directly or
indirectly, by purchase, merger, consolidation, acquisition or stock or
otherwise, by an agreement in form and substance satisfactory to the
Employer, expressly to assume and agree to perform the Plan in the same
manner and to the same extent as the Employer would be required to
perform if no such succession had taken place.

Prior Plans or Policies.  The Plan supercedes any prior severance plans,
policies or programs maintained by the Employer.  Notwithstanding
anything to the contrary herein, in the event an Eligible Employee is a
party to an agreement with the Employer which contains provisions
concerning severance payments or benefits, such Eligible Employee shall
not be entitled to any Severance Benefits under the Plan.

No Right to Employment.  Your eligibility for Severance Benefits under
the Plan does not in any way entitle you to continued service or
employment with the Employer.  If you fail to qualify for any benefit
under the Plan, your termination of employment will not be affected and
will not give you a right to continue employment with the Employer or to
receive any benefits in place of the benefits offered under the Plan.


ADOPTED BOARD OF DIRECTORS  27 AUGUST 2002

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