EXHIBIT 10.22.4
                                Amendment To The
             Ben & Jerry's Homemade, Inc. Employees' Retirement Plan

         The Ben & Jerry's Homemade, Inc. Employees' Retirement Plan ("Plan") is
hereby amended in the following  particulars pursuant to the authority vested in
Ben & Jerry's Homemade, Inc. ("Company") effective as of January 1, 1998.

     1. Article I shall be amended by the insertion of the following new Section
1.63:

     "Ben & Jerry's  Homemade,  Inc.  Stock"  shall mean shares of common  stock
     (Class A or B) in Ben & Jerry's Homemade, Inc.

     2. Section 4.1(d) is amended by the deletion of the phrase "Notwithstanding
the  foregoing,  however" and the insertion of the phrase  "Notwithstanding  any
provision  of this Section 4.1 to the contrary and except as provided by Section
4.1(e)," in place of the deleted phrase.

     3. Article 4.1 shall be amended by the  insertion  of the  following at the
end of such section:

     (f) A discretionary  amount of Ben & Jerry's  Homemade,  Inc. Stock,  which
     amount shall be deemed an Employer's Non-Elective Contribution.

     4. Article 4.4(b) shall be amended by the insertion of the following at the
end of such subsection:

          (4) With  respect to the  Employer's  Non-Elective  Contribution  made
     pursuant  to  Section  4.1(f),  such  contribution  shall be  allocated  as
     follows:  (i) one-half of such  contribution  shall be allocated  such that
     each Participant  receives the same allocation;  and (ii) the other half of
     such  contribution  shall  be  allocated  such  that  each   Participants's
     allocation  is equal to the ratio  that his Years of  Service  bears to the
     Years of Service of all Participants. Notwithstanding any provision of this
     section  4.4(b)(4) to the contrary,  a Participant  shall only share in the
     allocation  of  contributions  pursuant to this  section  4.4(b)(4)  if the
     Participant  is  actively  employed  on the last  day of the Plan  Year and
     completed 1,000 Hours of Service during such Plan Year.

     5. Section 4.4(c) shall be amended by the insertion of the following  after
the third sentence of such section:

          (3) Forfeitures  attributable to Employer  Non-Elective  Contributions
     made  pursuant  to Section  4.1(f)  shall be used to reduce the  Employer's
     Non-Elective  Contributions pursuant to Section 4.1(f) for the Plan Year in
     which such Forfeiture occurs.
<PAGE>

     6. Section 4.12 shall be amended by the  insertion of the  following at the
end of such section:

          (h)(1)  Notwithstanding  any  provision  of this  section  4.12 to the
     contrary,  Participants  may not direct the  investment  of the  portion of
     their Aggregate Accounts which is invested in Ben & Jerry's Homemade,  Inc.
     Stock.

          (2) To the extent that a Participant's  Aggregate Account includes Ben
     & Jerry's  Homemade,  Inc. Stock,  all voting,  tender,  and similar rights
     shall be passed through to the Participant and the Participant shall direct
     the Trustee as to how said rights shall be  exercised.  With respect to the
     portion of the Participant's account balance which has been invested in the
     other investment options offered under the Plan, the Trustee shall vote all
     interests held by the Trust as directed by the Employer.

          (3)  Procedures  shall be  established  and  maintained  to ensure the
     confidentiality of all information regarding Participants' holding of Ben &
     Jerry's  Homemade,   Inc.  Stock  as  well  as  Participants'  exercise  of
     appurtenant  rights  under  this  Section  4.12(h),  except  to the  extent
     necessary to comply with  federal law or state law not  preempted by ERISA.
     The  Administrator  is hereby  designated as the fiduciary  responsible for
     ensuring  that  these  confidentiality  procedures  are  adequate  and  are
     followed. In the event that the Administrator  determines that a particular
     transaction relating to Ben & Jerry's Homemade,  Inc. Stock may involve the
     potential for undue Employer  influence,  the Administrator shall designate
     an independent fiduciary, who shall not be an affiliate of the Employer, to
     assume responsibility for all activities relating to said transaction.

     7.  Article  VI,  Section  6.5 shall be  amended  by the  insertion  of the
following at the end of such section:

          (j)  Notwithstanding  any provision of the Plan to the contrary,  if a
     Participant elects a lump-sum  distribution of his Aggregate  Account,  the
     distribution of any portion of the Participant's Aggregate Account which is
     invested in Ben & Jerry's Homemade,  Inc. Stock shall be distributed to the
     Participant in-kind. However, if a Participant is to receive a distribution
     in the form of an  installment  or  annuity  payment,  the  portion  of the
     Participant's  Aggregate  Account  which  is  invested  in  Ben  &  Jerry's
     Homemade,  Inc. Stock shall be converted to cash before such installment or
     annuity payment commences.

     8. Section  6.4(b) is amended by the  insertion of the following at the end
of such section:

          Notwithstanding anything in the previous sentence to the contrary, the
     Vested  portion  of any  Participant's  Account  which is  attributable  to
     Employer  Non-Elective  Contributions made pursuant to Section 4.1(f) shall
     be a percentage of the total amount credited to the  Participant's  Account
     which is attributable to Employer Non-Elective  Contributions made pursuant
     to Section 4.1(f)  determined on the basis of the  Participant's  number of
     Years of Service according to the following schedule:
<PAGE>


                         Vesting Schedule
             Years of Service            Percentage

                    0                       0 %
                    1                       0 %
                    2                       0 %
                    3                       0 %
                    4                       0 %
                    5                     100 %

     Notwithstanding  anything in this Section 6.4(b) to the contrary,  for each
Plan Year for which the Plan is a Top-Heavy Plan, the following vesting schedule
shall apply with respect to amounts credited to the Participant's  Account which
is attributable to Employer Non-Elective  Contributions made pursuant to Section
4.1(f):


                         Vesting Schedule
             Years of Service            Percentage
                    0                       0 %
                    1                       0 %
                    2                       0 %
                    3                     100 %

     9.  Sections  6.4(c)  and 6.4(d) are  amended by the  deletion  of the word
"schedule"  each place that such word appears in such sections and the insertion
of the word "schedules" in place of the deleted words.

     8. Section  7.4(b) is amended by the  insertion of the following at the end
of such section:

     Furthermore, for purposes of this limit, amounts accrued in a Participant's
Aggregate Account which are invested in Ben & Jerry's Homemade, Inc. Stock shall
not be taken into consideration.


         IN WITNESS  WHEREOF,  the Company  caused this amendment to be executed
this ______ day of __________________, 1998.



By: __________________________________