EXHIBIT 10.28


                           DELTA AND PINE LAND COMPANY

                          1995 LONG-TERM INCENTIVE PLAN


1.       Purpose.

         The purpose of the DELTA AND PINE LAND COMPANY 1995 LONG-TERM INCENTIVE
PLAN (the "Plan") is to further the earnings of DELTA AND PINE LAND  COMPANY,  a
Delaware  corporation,  and its  subsidiaries  (collectively,  the "Company") by
assisting  the  Company  in  attracting,  retaining  and  motivating  management
employees and directors of high caliber and potential. The Plan provides for the
award of  long-term  incentives  to those  officers,  other  key  employees  and
directors who make  substantial  contributions  to the Company by their loyalty,
industry and invention.

2.       Administration.

         The  Plan  shall  be  administered  by a  committee  (the  "Committee")
selected by the Board of  Directors  of the Company  (the "Board of  Directors")
consisting  solely  of two or  more  members  who  are  "outside  directors"  as
described  in Section  162(m) of the Internal  Revenue Code of 1986,  as amended
(the  "Code").  Except  to the  extent  permitted  under  Rule  16b-3  under the
Securities  Exchange Act of 1934,  as amended (the "1934 Act") (or any successor
rule of similar  import),  each Committee member shall be ineligible to receive,
and shall  not have  been,  during  the  one-year  period  prior to  appointment
thereto,   granted  or  awarded  stock  options,   stock  appreciation   rights,
performance  units,  or  restricted  stock  pursuant  to this  Plan or any other
similar plan of the Company or any  affiliate of the Company.  Without  limiting
the  foregoing,  the  Committee  shall  have  full and  final  authority  in its
discretion to interpret  the  provisions of the Plan and to decide all questions
of fact  arising in its  application.  Subject  to the  provisions  hereof,  the
Committee shall have full and final authority in its discretion to determine the
employees  and  directors  to whom  awards  shall be made  under  the  Plan;  to
determine  the type of  awards  to be made and the  amount,  size and  terms and
conditions  of each such  award;  to  determine  the time when  awards  shall be
granted; to determine the provisions of each agreement  evidencing an award; and
to make all other  determinations  necessary or advisable for the administration
of the Plan.

3.       Stock Subject to the Plan.

The  Company  may grant  awards  under the Plan with  respect to not more than a
total of  960,000  shares of $.10 par value  common  stock of the  Company  (the
"Shares") (subject,  however, to adjustment as provided in paragraph 20, below).
Such Shares may be authorized and unissued Shares or treasury Shares.  Except as
otherwise  provided  herein,  any Shares subject to an option or right which for
any  reason  is  surrendered   before  exercise  or  expires  or  is  terminated
unexercised  as to such Shares  shall  again be  available  for the  granting of
awards under the Plan.  Similarly,  if any Shares granted pursuant to restricted
stock awards are forfeited,  such forfeited  Shares shall again be available for
the granting of awards under the Plan.


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4.       Eligibility to Receive Awards.

         Persons  eligible to receive  awards under the Plan shall be limited to
those  officers,  other key  employees  and  directors of the Company who are in
positions  in which their  decisions,  actions and  counsel  have a  significant
impact upon the  profitability and success of the Company (but excluding members
of the Committee, except as provided in paragraph 6(h)).

5.       Form of Awards.

         Awards  may be made from time to time by the  Committee  in the form of
stock options to purchase Shares, stock appreciation rights,  performance units,
restricted stock, or any combination of the above.  Stock options may be options
which are  intended to qualify as  incentive  stock  options  ("Incentive  Stock
Options") within the meaning of Section 422(b) of the Code, or options which are
not intended to so qualify ("Nonqualified Stock Options").

6.       Stock Options.

     Stock  options for the  purchase of Shares  shall be  evidenced  by written
     agreements  in such form not  inconsistent  with the Plan as the  Committee
     shall  approve  from  time to time;  provided  that the  maximum  number of
     options  which may be granted to any one  grantee  during any  twelve-month
     period is 75,000 (as  adjusted  pursuant  to  paragraph  20,  below).  Such
     agreement shall contain the terms and conditions applicable to the options,
     including in substance the following terms and conditions:

(a)  Type  of  Option.   Each  option   agreement  shall  identify  the  options
     represented  thereby  as  Incentive  Stock  Options or  Nonqualified  Stock
     Options,  as the case may be,  and shall  set  forth  the  number of Shares
     subject to the options.  

(b)  Option Price.  The option  exercise price to be paid by the optionee to the
     Company for each Share  purchased  upon the  exercise of an option shall be
     determined  by the  Committee,  but  shall in no event be less than the par
     value of a Share.

(c)  Exercise Term.  Each option  agreement shall state the period or periods of
     time  within  which the option may be  exercised,  in whole or in part,  as
     determined by the Committee and subject to such terms and conditions as are
     prescribed for such purpose by the Committee, provided that no option shall
     be  exercisable  after  ten  years  from  the date of  grant  thereof.  The
     Committee,  in  its  discretion,   may  provide  in  the  option  agreement
     circumstances under which the option shall become immediately  exercisable,
     in whole or in part, and, notwithstanding the foregoing, may accelerate the
     exercisability of any option, in whole or in part, at any time.

(d)  Payment for Shares.  The purchase price of the Shares with respect to which
     an option is exercised  shall be payable in full at the time of exercise in
     cash,  Shares  at fair  market  value,  or a  combination  thereof,  as the
     Committee may determine and subject to such terms and  conditions as may be
     prescribed by the Committee for such purpose.  Payment may also be made, in
     the  discretion  of the  Committee,  by delivery  (including  by  facsimile
     transmission)  to  the  Company  or its  designated  agent  of an  executed
     irrevocable option exercise form, together with irrevocable instructions to
     a broker-dealer to sell (or margin) a sufficient portion of the Shares, and
     deliver the sale (or margin loan)  proceeds  directly to the Company to pay
     for the purchase price. If the purchase price is paid by tendering  Shares,
     the Committee in its  discretion  may grant the optionee a new stock option
     for the number of Shares used to pay the purchase price.

(e)  Rights Upon Termination.  In the event of Termination (as defined below) of
     an  optionee's  status as an  employee  or  director of the Company for any
     cause other than  Retirement  (as defined  below),  death or Disability (as
     defined  below),  the optionee  shall have the right to exercise the option
     during its term within a period of three months after such  Termination  to
     the extent that the option was exercisable at the time of  Termination,  or
     within such other period, and subject to such terms and conditions,  as may
     be specified by the Committee. (As used herein, "Termination" means, (i) in
     the case of an employee,  the cessation of the grantee's  employment by the
     Company for any reason,  and (ii) in the case of a director,  the cessation
     of the grantee's service as a director of the Company; and "Terminates" has
     the corresponding  meaning.  As used herein,  "Retirement" means retirement
     from active employment (in the case of an employee),  or active service (in
     the case of a  director),  with the  Company  on or after  age 65,  or such
     earlier age with the express  written  consent for  purposes of the Plan of
     the Company at or before the time of such retirement, and "Retires" has the
     corresponding meaning. As used herein, "Disability" means a condition that,
     in the judgment of the  Committee,  has rendered a grantee  completely  and
     presumably  permanently unable to perform any and every duty of his regular
     occupation,  and "Disabled" has the  corresponding  meaning).  In the event
     that an optionee Retires,  dies or becomes Disabled prior to the expiration
     of his option and without having fully  exercised his option,  the optionee
     or his  Beneficiary (as defined below) shall have the right to exercise the
     option  during its term  within a period of (i) one year after  Termination
     due to  Retirement,  death or  Disability,  or (ii) one year after death if
     death occurs either within one year after  Termination due to Retirement or
     Disability or within three months after  Termination for other reasons,  to
     the  extent  that  the  option  was  exercisable  at the  time of  death or
     Termination,  or within  such other  period,  and subject to such terms and
     conditions,  as may  be  specified  by  the  Committee.  (As  used  herein,
     "Beneficiary"  means the  person or  persons  designated  in writing by the
     grantee as his Beneficiary  with respect to an award under the Plan; or, in
     the absence of an  effective  designation  or if the  designated  person or
     persons  predecease  the grantee,  the grantee's  Beneficiary  shall be the
     person or persons  who  acquire by bequest  or  inheritance  the  grantee's
     rights in respect  of an  award).  In order to be  effective,  a  grantee's
     designation of a Beneficiary  must be on file with the Committee before the
     grantee's  death,  but  any  such  designation  may  be  revoked  and a new
     designation substituted therefor at any time before the grantee's death.

(f)  Nontransferability.  Options  granted  under  the Plan  shall  not be sold,
     assigned,  transferred,  exchanged,  pledged,  hypothecated,  or  otherwise
     encumbered,  other than by will or by the laws of descent and distribution.
     During the lifetime of the optionee the option is  exercisable  only by the
     optionee.

(g)  Incentive  Stock Options.  In the case of an Incentive  Stock Option,  each
     option shall be subject to such other terms  conditions  and  provisions as
     the  Committee  determines  necessary or desirable in order to qualify such
     option as an incentive stock option within the meaning of Section 422(b) of
     the Code (or any amendment or substitute or successor thereto or regulation
     thereunder), including in substance, without limitation, the following:

     (i) The purchase price of stock subject to an Incentive  Stock Option shall
     not be less than 100 percent of the fair market  value of such stock on the
     date the  option is  granted,  as  determined  by the  Committee. 

     (ii) The aggregate fair market value  (determined as of the time the option
     is granted) of the stock with respect to which  incentive stock options are
     exercisable  for the first time by an optionee in any calendar  year (under
     all plans of the Company and its  subsidiary  corporations  (which term, as
     used hereinafter, shall have the meaning ascribed thereto in Section 424(f)
     of the Code (or successor  provision of similar  import))) shall not exceed
     $100,000.
  
     (iii) No Incentive  Stock Option shall be granted to any employee if at the
     time the option is granted the individual  owns stock  possessing more than
     10 percent of the total  combined  voting  power of all classes of stock of
     the Company or of a subsidiary  corporation  of the Company,  unless at the
     time such option is granted the option price is at least 110 percent of the
     fair market value (as  determined by the Committee) of the stock subject to
     the  option  and such  option  by its  terms is not  exercisable  after the
     expiration of five years from the date of grant.

     (iv)  Directors  who are not employees of the Company shall not be eligible
     to receive Incentive Stock Options.

     (v) In the event of Termination  of employment by reason of Retirement,  if
     an Incentive Stock Option is exercised after the expiration of the exercise
     periods that apply for purposes of Section 422 of the Code, the option will
     thereafter be treated as a Nonqualified Stock Option.

     (h) Automatic  Grant of Options to Nonemployee  Directors.  Notwithstanding
     any  other  provision  of the  Plan,  the  grant of  options  hereunder  to
     directors  who  are  not  also  employees  of  the  Company   ("Nonemployee
     Directors") shall be subject to the following terms and conditions:

     (i) If, during the period beginning on December 1, 1995 and ending with the
     2005 annual meeting of the stockholders of the Company ("Annual  Meeting"),
     a person is first  elected or  appointed as a  Nonemployee  Director of the
     Company, such person shall thereupon be granted a Nonqualified Stock Option
     to purchase 20,000 Shares (as adjusted pursuant to paragraph 20, below).

     (ii)  The  purchase  price  of  stock  subject  to  an  option  granted  to
     Nonemployee  Directors  under  this  paragraph  6(h)  shall be equal to 100
     percent  of the fair  market  value of such stock on the date the option is
     granted.

                     (iii) Except as  provided  in  paragraph  18,  each  option
                           granted to Nonemployee Directors under this paragraph
                           6(h) shall  become  exercisable  in  installments  as
                           follows: to the extent of 20 percent of the number of
                           Shares originally  covered by the option, at any time
                           after the commencement of the second year of the term
                           of the option,  and to the extent of an additional 20
                           percent of such  number of Shares,  at any time after
                           the commencement of each of the third,  fourth, fifth
                           and sixth years of the term of the option;  provided,
                           however, that the stock option agreements for options
                           granted under this Section 6(h) shall provide that if
                           the  tenure  of  such   Nonemployee   Director  shall
                           terminate by reason of Retirement at or after age 65,
                           such options shall be fully  exercisable with respect
                           to all Shares not previously purchased, commencing on
                           the  date  of   retirement   of  such   Director  and
                           continuing for a period of three months.

                      (iv) Unless otherwise provided in the Plan, all provisions
                           with  respect  to the  terms  of  Nonqualified  Stock
                           Options  hereunder  shall be  applicable  to  options
                           granted to Nonemployee Directors under this paragraph
                           6(h).

                       (v) The automatic grants described in this paragraph 6(h)
                           shall  constitute  the  only  awards  under  the Plan
                           permitted to be made to Nonemployee  Directors of the
                           Company.

7.       Stock Appreciation Rights.

         Stock  appreciation  rights  (SARs)  shall be  evidenced by written SAR
agreements in such form not  inconsistent  with the Plan as the Committee  shall
approve from time to time; provided that the maximum number of SARs which may be
granted to any one grantee during any twelve-month period is 75,000 (as adjusted
pursuant to paragraph 20, below).  Such SAR  agreements  shall contain the terms
and  conditions  applicable  to the SARs,  including in substance  the following
terms and conditions:

(a)  Award.   SARs  may  be  granted  in   connection   with  a  previously   or
     contemporaneously granted stock option, or independently of a stock option.
     SARs shall entitle the grantee, subject to such terms and conditions as may
     be determined by the Committee,  to receive upon exercise  thereof all or a
     portion of the excess of (i) the fair market value at the time of exercise,
     as  determined  by the  Committee,  of a  specified  number of Shares  with
     respect to which the SAR is  exercised,  over (ii) a specified  price which
     shall not be less than 100 percent of the fair  market  value of the Shares
     at the time the SAR is  granted,  or, if the SAR is granted  in  connection
     with a  previously  issued stock  option,  not less than 100 percent of the
     fair market value of the Shares at the time such option was  granted.  Upon
     exercise of a SAR, the number of Shares  reserved  for  issuance  hereunder
     shall be reduced by the number of Shares covered by the SAR. Shares covered
     by a SAR shall not be used more  than once to  calculate  the  amount to be
     received pursuant to the exercise of the SAR.

(b)  SARs Related to Stock  Options.  If a SAR is granted in relation to a stock
     option,  (i) the SAR shall be exercisable  only at such times,  and by such
     persons, as the related option is exercisable;  (ii) the grantee's right to
     exercise the related option shall be canceled if and to the extent that the
     Shares  subject  to the  option  are used to  calculate  the  amount  to be
     received upon the exercise of the related SAR; (iii) the grantee's right to
     exercise  the  related  SAR shall be canceled if and to the extent that the
     Shares  subject to the SAR are  purchased  upon the exercise of the related
     option; and (iv) the SAR shall not be transferable other than by will or by
     the laws of descent and distribution,  and shall be exercisable  during the
     lifetime of the grantee only by him.

(c)  Term.  Each SAR agreement  shall state the period or periods of time within
     which the SAR may be exercised,  in whole or in part, as determined by
     the  Committee and subject to such terms and  conditions as are  prescribed
     for  such  purpose  by  the  Committee,  provided  that  no  SAR  shall  be
     exercisable  earlier  than six months after the date of grant or later than
     ten years after the date of grant.  The Committee  may, in its  discretion,
     provide  in the SAR  agreement  circumstances  under  which the SARs  shall
     become   immediately   exercisable,   in  whole   or  in  part,   and  may,
     notwithstanding the foregoing, accelerate the exercisability of any SAR, in
     whole or in part, at any time.

(d)  Termination.  SARs shall be exercisable only during the grantee's tenure as
     an employee or director of the Company,  except that, in the  discretion of
     the Committee,  a SAR may be made  exercisable for up to three months after
     the grantee is Terminated  for any reason other than  Retirement,  death or
     Disability,  and for up to one year after the grantee is Terminated because
     of Retirement, death or Disability.

(e)  Payment.  Upon exercise of a SAR,  payment shall be made in cash, in Shares
     at fair market value on the date of exercise,  or in a combination thereof,
     as the Committee may determine at the time of exercise.

(f)  Other  Terms.  SARs  shall be granted  in such  manner  and such form,  and
     subject to such additional  terms and  conditions,  as the Committee in its
     sole discretion deems necessary or desirable, including without limitation:
     (i) if granted in connection  with an Incentive  Stock Option,  in order to
     satisfy any  requirements set forth under Section 422 of the Code; or, (ii)
     in order to avoid any  insider-trading  liability in connection  with a SAR
     under Section 16(b) of the 1934 Act.

8.       Restricted Stock Awards.

         Restricted  stock awards under the Plan shall consist of Shares free of
any  purchase  price or for such  purchase  price as may be  established  by the
Committee  restricted  against transfer,  subject to forfeiture,  and subject to
such other terms and conditions (including attainment of performance objectives)
as may be  determined  by the  Committee;  provided  that the maximum  number of
Shares of  restricted  stock which may be awarded to any one grantee  during any
twelve-month  period is 75,000 (as adjusted  pursuant to paragraph  20,  below).
Restricted  stock shall be evidenced by written  restricted  stock agreements in
such form not  inconsistent  with the Plan as the  Committee  shall approve from
time to time, which agreement shall contain the terms and conditions  applicable
to such awards, including in substance the following terms and conditions:

(a)  Restriction  Period.  Restrictions  shall be  imposed  for such  period  or
     periods  as may be  determined  by the  Committee.  The  Committee,  in its
     discretion,  may  provide in the  agreement  circumstances  under which the
     restricted stock shall become immediately  transferable and nonforfeitable,
     or  under   which  the   restricted   stock   shall  be   forfeited,   and,
     notwithstanding  the  foregoing,  may  accelerate  the  expiration  of  the
     restriction period imposed on any Shares at any time. 

(b)  Restrictions  Upon  Transfer.  Restricted  stock and the right to vote such
     Shares  and to  receive  dividends  thereon,  may  not be  sold,  assigned,
     transferred,  exchanged,  pledged,  hypothecated,  or otherwise encumbered,
     except as herein provided, during the restriction period applicable to such
     Shares.  Notwithstanding the foregoing, and except as otherwise provided in
     the Plan,  the grantee shall have all of the other rights of a stockholder,
     including, but not limited to, the right to receive dividends and the right
     to vote such Shares.

(c)  Certificates.  A certificate  or  certificates  representing  the number of
     restricted  Shares  granted shall be registered in the name of the grantee.
     The Committee, in its sole discretion, shall determine when the certificate
     or certificates  shall be delivered to the grantee (or, in the event of the
     grantee's death, to his  Beneficiary),  may provide for the holding of such
     certificate or  certificates  in escrow or in custody by the Company or its
     designee  pending  their  delivery to the grantee or  Beneficiary,  and may
     provide  for any  appropriate  legend  to be  borne by the  certificate  or
     certificates.

(d)  Lapse of  Restrictions.  The restricted  stock  agreement shall specify the
     terms and  conditions  upon which any  restriction  upon  restricted  stock
     awarded under the Plan shall expire, lapse, or be removed, as determined by
     the Committee. Upon the expiration, lapse, or removal of such restrictions,
     Shares free of the restrictive legend shall be issued to the grantee of his
     legal representative. 9. Performance Units.

         Performance unit awards under the Plan shall entitle grantees to future
payments based upon the achievements of  pre-established  long-term  performance
objectives and shall be evidenced by written performance unit agreements in such
form not inconsistent with this Plan as the Committee shall approve from time to
time. Such agreements  shall contain the terms and conditions  applicable to the
performance  unit  awards,  including  in  substance  the  following  terms  and
conditions:

(a)  Performance Period. The Committee shall establish with respect to each unit
     award a performance period of not fewer than two years.

(b)  Unit Value.  The Committee  shall establish with respect to each unit award
     value for each unit which shall not  thereafter  change,  or which may vary
     thereafter pursuant to criteria specified by the Committee.

(c)  Performance  Targets.  The Committee  shall  establish with respect to each
     unit award maximum and minimum  performance  targets to be achieved  during
     the applicable  performance  period.  Achievement of maximum  targets shall
     entitle grantees to payment with respect to the full value of a unit award.
     Grantees  shall be entitled to payment  with respect to a portion of a unit
     award  according to the level of achievement of targets as specified by the
     Committee for performance  which achieves or exceeds the minimum target but
     fails to achieve the maximum target.

(e)  Adjustments.  At any  time  prior  to the  payment  of a  unit  award,  the
     Committee may adjust previously  established  performance  targets or other
     terms  and  conditions,  including  the  Company's  or other  corporations'
     financial performance for Plan purposes, to reflect major unforeseen events
     such as changes in laws,  regulations  or  accounting  practices,  mergers,
     acquisitions   or   divestitures   or  other   extraordinary   unusual   or
     non-recurring items or events.

(f)  Payment  of Unit  Awards.  Following  the  conclusion  of each  performance
     period, the Committee shall determine the extent to
     which  performance  targets  have been  attained  and any  other  terms and
     conditions  satisfied for such period.  The Committee shall determine what,
     if any,  payment is due on the unit award and whether such payment shall be
     made in cash, Shares, or a combination thereof.  Payment shall be made in a
     lump sum or  installments,  as determined by the  Committee,  commencing as
     promptly as practicable  following the end of the performance period unless
     deferred  subject to such terms and  conditions  and in such form as may be
     prescribed by the Committee.

(g)  Termination.  In the event that a grantee is  Terminated  as an employee or
     director  by the  Company  prior to the end of the  performance  period  by
     reason of death, Disability, or Retirement with the consent of the Company,
     any unit  award,  to the extent  earned  under the  applicable  performance
     targets, shall be payable at the end of the performance period according to
     the portion of the performance period during which the grantee was employed
     by or served as a director  of the  Company,  provided  that the  Committee
     shall have the power to provide  for an  appropriate  settlement  of a unit
     award before the end of the performance period. Upon any other Termination,
     participation  shall terminate  forthwith and all  outstanding  unit awards
     shall be canceled.

10.      Loans and Supplemental Cash.

         The  Committee,  in its sole  discretion  to further the purpose of the
Plan,  may provide for  supplemental  cash payments or loans to  individuals  in
connection  with all or any part of an award under the Plan.  Supplemental  cash
payments shall be subject to such terms and conditions as shall be prescribed by
the  Committee at the time of grant,  provided that in no event shall the amount
of payment exceed:

         (a)      In the case of an option,  the excess fair  market  value of a
                  Share on the date of exercise over the option price multiplied
                  by the number of Shares for which such option is exercised, or

         (b)      In the case of a SAR,  performance  unit, or restricted  stock
                  award, the value of the Shares and other consideration  issued
                  in payment of such award.

Any loan shall be evidenced by a written loan  agreement or other  instrument in
such  form  and  containing  such  terms  and  conditions  (including,   without
limitation, provisions for interest, payment schedules, collateral,  forgiveness
or acceleration) as the Committee may prescribe from time to time.

11.      General Restrictions.

         Each award under the Plan shall be subject to the  requirement  that if
at any time the Company shall  determine that (i) the listing,  registration  or
qualification  of the  Shares  subject or related  thereto  upon any  securities
exchange  or under any state or federal  law, or (ii) the consent or approval of
any  regulatory  body,  or (iii) an agreement by the  recipient of an award with
respect to the  disposition of Shares,  or (iv) the  satisfaction of withholding
tax or other withholding liabilities is necessary or desirable as a condition of
or in connection  with the granting of such award or the issuance or purchase of
Shares  thereunder,  such  award  shall not be  consummated  in whole or in part
unless such listing, registration,  qualification, consent, approval, agreement,
or  withholding  shall have been effected or obtained free of any conditions not
acceptable  to the Company.  Any such  restriction  affecting an award shall not
extend the time within which the award may be exercised; and neither the Company
nor its  directors or officers nor the  Committee  shall have any  obligation or
liability  to the grantee or to a  Beneficiary  with  respect to any Shares with
respect  to which an award  shall  lapse or with  respect  to which  the  grant,
issuance  or  purchase  of Shares  shall not be  effected,  because  of any such
restriction.

12.      Single or Multiple Agreements.

         Multiple awards,  multiple forms of awards, or combinations thereof may
be evidenced by a single agreement or multiple agreements,  as determined by the
Committee.

13.      Rights of the Shareholder.

         The  recipient  of any award under the Plan,  shall have no rights as a
shareholder  with respect thereto unless and until  certificates  for Shares are
issued to him, and the issuance of Shares shall confer no  retroactive  right to
dividends.

14.      Rights to Terminate.

         Nothing in the Plan or in any  agreement  entered into  pursuant to the
Plan shall confer upon any person the right to continue in the employment of the
Company or to serve as a  director,  or affect any right  which the  Company may
have to terminate the employment or directorship of such person.

15.      Withholding.

(a)  Prior to the issuance or transfer of Shares under the Plan,  the  recipient
     shall remit to the  Company an amount  sufficient  to satisfy any  federal,
     state or local withholding tax requirements.  The recipient may satisfy the
     withholding requirement in whole or in part by electing to have the Company
     withhold Shares having a value equal to the amount required to be withheld.
     The value of the Shares to be withheld  shall be the fair market value,  as
     determined  by the  Committee,  of the stock on the date that the amount of
     tax to be withheld is  determined  (the "Tax Date").  Such election must be
     made prior to the Tax Date, must comply with all applicable  securities law
     and other legal requirements,  as interpreted by the Committee, and may not
     be made unless approved by the Committee, in its discretion.

(b)  Whenever  payments to a grantee in respect of an award under the Plan to be
     made in cash, such payments shall be net of the amount necessary to satisfy
     any federal, state or local withholding tax requirements.

16.      Non-Assignability.

         No  award  under  the  Plan  shall  be  sold,  assigned,   transferred,
exchanged, pledged, hypothecated, or otherwise encumbered, other than by will or
by the laws of descent and distribution, or by such other means as the Committee
may  approve.  Except  as  otherwise  provided  herein,  during  the life of the
recipient,  such  award  shall be  exercisable  only by such  person  or by such
person's guardian or legal representative.

17.      Non-Uniform Determinations.

         The  Committee's  determinations  under  the  Plan  (including  without
limitation determinations of the persons to receive awards, the form, amount and
timing  of  such  awards,  the  terms  and  provisions  of such  awards  and the
agreements  evidencing  same, and the  establishment  of values and  performance
targets)  need not be uniform  and may be made  selectively  among  persons  who
receive, or are eligible to receive,  awards under the Plan, whether or not such
persons are similarly situated.

18.      Change In Control Provisions.

         (a) In the  event of (1) a Change  in  Control  (as  defined)  or (2) a
Potential  Change in  Control  (as  defined),  but only if and to the  extent so
determined by the Board of Directors at or after grant  (subject to any right of
approval  expressly  reserved  by the  Board  of  Directors  at the time of such
determination), the following acceleration and valuation provisions shall apply:

             (i)  Any SARs  outstanding  for at least six  months  and any stock
                  options awarded under the Plan not previously  exercisable and
                  vested shall become fully exercisable and vested.

            (ii)  Any  restrictions and deferral  limitations  applicable to any
                  restricted  stock,  performance  units  or  other  Stock-based
                  awards,  in each case to the extent not already  vested  under
                  the Plan,  shall lapse and such shares,  performance  units or
                  other stock-based awards shall be deemed fully vested.

           (iii)  The value of all outstanding stock options,  SARs,  restricted
                  stock, performance units and other stock-based awards, in each
                  case to the extent vested,  shall, unless otherwise determined
                  by the Committee in its sole  discretion at or after grant but
                  prior to any Change in Control,  be cashed out on the basis of
                  the Change in Control  Price (as  defined) as of the date such
                  Change in  Control  or such  Potential  Change in  Control  is
                  determined  to  have  occurred  or  such  other  date  as  the
                  Committee may determine prior to the Change in Control.

     (b) As used herein, the term "Change in Control" means the happening of any
of the following:

(i)  Any person or entity, including a "group" as defined in Section 13(d)(3) of
     the 1934 Act, other than the Company,  a subsidiary of the Company,  or any
     employee  benefit  plan of the  Company or its  subsidiaries,  becomes  the
     beneficial owner of the Company's  securities  having 20 percent or more of
     the combined voting power of the then outstanding securities of the Company
     that may be cast for the election for directors of the Company  (other than
     as a result of an issuance of  securities  initiated  by the Company in the
     ordinary course of business), or

(ii) As the result of, or in connection with, any cash tender or exchange offer,
     merger or other business combination, sale of assets or contested election,
     or any combination of the foregoing  transactions,  less than a majority of
     the combined voting power of the then outstanding securities of the Company
     or any successor  corporation  or entity  entitled to vote generally in the
     election of  directors of the Company or such other  corporation  or entity
     after  such  transaction,  are  held in the  aggregate  by  holders  of the
     Company's  securities  entitled  to  vote  generally  in  the  election  of
     directors of the Company immediately prior to such transactions; or

(iii)During  any  period  of  two  consecutive  years,  individuals  who  at the
     beginning of any such period  constitute  the Board of Directors  cease for
     any reason to constitute at least a majority thereof,  unless the election,
     or the  nomination  for  election by the  Company's  stockholders,  of each
     director of the Company first elected  during such period was approved by a
     vote of at least  two-thirds  of the directors of the Company then still in
     office  who were  directors  of the  Company at the  beginning  of any such
     period.

     (c) As used  herein,  the term  "Potential  Change  in  Control"  means the
happening of any of the following:

(i)  The  approval  by  stockholders  of  an  agreement  by  the  Company,   the
     consummation  of which would  result in a Change in Control of the Company;
     or

(ii) The  acquisition of beneficial  ownership,  directly or indirectly,  by any
     entity, person or group (other than the Company, a wholly-owned  subsidiary
     thereof or any  employee  benefit  plan of the Company or its  subsidiaries
     (including  any trustee of such plan acting as such trustee)) of securities
     of the Company  representing 5 percent or more of the combined voting power
     of the Company's  outstanding  securities  and the adoption by the Board of
     Directors of a resolution to the effect that a Potential  Change in Control
     of the Company has occurred for purposes of this Plan.

(d)  As used herein,  the term "Change in Control Price" means the highest price
     per share paid in any transaction  reported on the National  Association of
     Securities  Dealers  Automated  Quotation  System  (or the New  York  Stock
     Exchange or other  national  securities  exchange,  as the case may be), or
     paid or offered in any  bonafide  transaction  related  to a  Potential  or
     actual  Change in  Control  of the  Company  at any time  during the 60 day
     period  immediately  preceding the occurrence of the Change in Control (or,
     where applicable, the occurrence of the Potential Change in Control event),
     in each  case  determined  by the  Committee  except  that,  in the case of
     Incentive Stock Options and SARs relating to Incentive Stock Options,  such
     price shall be based only on  transactions  reported  for the date on which
     the optionee exercises such SARs or, where applicable,  the date on which a
     cash out occurs under Section 18(a)(iii).

19.      Non-Competition Provision.

         Unless the award agreement relating to a stock option,  SAR, restricted
stock or  performance  unit  specifies  otherwise,  a grantee  shall forfeit all
unexercised,  unearned  and/or  unpaid  awards,  including,  but  not  by way of
limitation,  awards earned but not yet paid,  all unpaid  dividends and dividend
equivalents,  and all interest,  if any, accrued on the foregoing if, (i) in the
opinion  of the  Committee,  the  grantee  without  the  written  consent of the
Company,  engages directly or indirectly in any manner or capacity as principal,
agent, partner,  officer,  director,  employee or otherwise,  in any business or
activity  competitive  with the business  conducted by the Company or any of its
subsidiaries;  or (ii) the grantee  performs  any act or engages in any activity
which in the opinion of the Chief  Executive  Officer of the Company is inimical
to the best interests of the Company.

20.      Adjustments.

         In the  event of any  change  in the  outstanding  common  stock of the
Company,  by  reason  of a stock  dividend  or  distribution,  recapitalization,
merger, consolidation, reorganization, split-up, combination, exchange or Shares
or  the  like,  the  Board  of  Directors,   in  its   discretion,   may  adjust
proportionately  the number of Shares  which may be issued  under the Plan,  the
number of Shares subject to outstanding awards, and the option exercise price of
each outstanding option, and may make such other changes in outstanding options,
SARs,  performance  units and restricted stock awards,  as it deems equitable in
its absolute  discretion  to prevent  dilution or  enlargement  of the rights of
grantees,  provided that any fractional  Shares  resulting from such adjustments
shall be eliminated.

21.      Amendment.

         The Board of Directors may terminate, amend, modify or suspend the Plan
at any time,  except that the Board shall not, without the  authorization of the
holders of a majority  of  Company's  voting  securities,  increase  the maximum
number of  Shares  which may be issued  under  the Plan  (other  than  increases
pursuant to  paragraph  20 hereof),  extend the last date on which awards may be
granted under the Plan,  extend the date on which the Plan  expires,  change the
class of persons eligible to receive awards, or change the minimum option price.
In no event,  however,  shall the  provisions of paragraph  6(h) be amended more
often than once every six  months,  other  than to comport  with  changes in the
Code, the Employment  Retirement Income Security Act of 1974, as amended, or the
rules thereunder. No termination,  modification,  amendment or suspension of the
Plan shall  adversely  affect the rights of any grantee or Beneficiary  under an
award previously granted,  unless the grantee or Beneficiary shall consent;  but
it shall be conclusively  presumed that any adjustment  pursuant to paragraph 20
hereof does not adversely affect any such right.

22.      Effect on Other Plans.

         Participation in this Plan shall not affect a grantee's  eligibility to
participate  in any other benefit or incentive  plan of the Company.  Any awards
made  pursuant  to this  Plan  shall  not be used in  determining  the  benefits
provided  under any  other  plan of the  Company  unless  specifically  provided
therein.

23.      Effective Date and Duration of the Plan.

         The Plan shall become effective when adopted by the Board of Directors,
provided that the Plan is approved by the holders of a majority of the Company's
voting  securities  on the date of its adoption by the Board or before the first
anniversary  of that date.  Unless it is sooner  terminated in  accordance  with
paragraph 21 hereof,  the Plan shall remain in effect until all awards under the
Plan have been  satisfied  by the  issuance of Shares or payment of cash or have
expired or  otherwise  terminated,  but no award shall be granted  more than ten
years  after  the  earlier  of the  date  the Plan is  adopted  by the  Board of
Directors or is approved by the holders of the Company's voting securities.

24.      Unfunded Plan.

         The Plan shall be unfunded,  except to the extent otherwise provided in
accordance with Section 8 hereof. Neither the Company nor any affiliate shall be
required to segregate any assets that may be represented by stock options, SARs,
or performance  units, and neither the Company nor any affiliate shall be deemed
to be a  trustee  of any  amounts  to be paid  under any  stock  option,  SAR or
performance  unit.  Any  liability  of the Company or any  affiliate  to pay any
grantee or Beneficiary with respect to an option,  SAR or performance unit shall
be based  solely  upon  any  contractual  obligations  created  pursuant  to the
provisions  of the Plan; no such  obligations  will be deemed to be secured by a
pledge or encumbrance on any property of the Company or an affiliate.


<PAGE>



25.      Governing Law.

         The  Plan  shall  be  construed   and  its   provisions   enforced  and
administered in accordance  with the laws of the State of Mississippi  except to
the extent that such laws may be superseded by any federal law.


ADOPTED BY THE BOARD OF DIRECTORS OF DELTA AND PINE LAND COMPANY ON THE 17TH DAY
OF  OCTOBER,  1995 TO BE  EFFECTIVE  ON  DECEMBER 1, 1995 (AFTER THE STOCK SPLIT
EFFECTIVE FOR SHAREHOLDERS OF RECORD ON DECEMBER 1, 1995).

            By:
              Roger D. Malkin, Chief Executive Officer