DELTA AND PINE LAND COMPANY

                                 RETIREMENT PLAN



                             as amended and restated
                             as of January 1, 1997



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TABLE OF CONTENTS
<TABLE>
<S>                                                                                                             <C>
                                                                                                               Page

ARTICLE  I.       PURPOSE.........................................................................................1
ARTICLE  II.      DEFINITIONS AND CONSTRUCTION
         2.1      Definitions.....................................................................................2
                  (a)      Accrued Benefit........................................................................2
                  (b)      Actuarial (or Actuarially) Equivalent..................................................4
                  (c)      Actuary................................................................................4
                  (d)      Affiliated Employer....................................................................5
                  (e)      Authorized Leave of Absence............................................................5
                  (f)      Average Plan Compensation..............................................................5
                  (g)      Break in Service.......................................................................6
                  (h)      Code...................................................................................6
                  (i)      Committee/Retirement Committee.........................................................6
                  (j)      Compensation...........................................................................6
                  (k)      Covered Compensation...................................................................8
                  (l)      Disability.............................................................................9
                  (m)      Effective Date.........................................................................9
                  (n)      Employee...............................................................................9
                  (o)      Employer...............................................................................9
                  (p)      ERISA.................................................................................10
                  (q)      Fiduciaries...........................................................................10
                  (r)      Hours of Service......................................................................10
                  (s)      Leased Employee.......................................................................12
                  (t)      Normal Retirement Age.................................................................12
                  (v)      Participant...........................................................................13
                  (w)      PBGC..................................................................................13
                  (x)      Pension...............................................................................13
                  (y)      Plan..................................................................................13
                  (z)      Plan Year.............................................................................13
                  (aa)     Present Value of Accrued Benefit......................................................13
                  (bb)     Qualifying Employer Real Property.....................................................15
                  (cc)     Qualifying Employer Securities........................................................15
                  (dd)     Retirement............................................................................15
                  (ee)     Service...............................................................................16
                  (ff)     Spouse (Surviving Spouse).............................................................16
                  (gg)     Trust (or Trust Fund).................................................................16
                  (hh)     Trustee...............................................................................16
                  (ii)     Year of Credited Service..............................................................17
                  (jj)     Year of Eligibility Service...........................................................18
                  (kk)     Year of Vesting Service...............................................................18
                  (ll)     415 Compensation......................................................................18
                  (mm)     Highly Compensated Employee...........................................................20
         2.2      Construction...................................................................................21
ARTICLE  III.  PARTICIPATION AND SERVICE
         3.1      Participation..................................................................................21
         3.2      Proof of Age...................................................................................23
         3.3      Election for Participation.....................................................................23
ARTICLE  IV.  REQUIREMENTS FOR RETIREMENT BENEFITS
         4.1      Normal Retirement..............................................................................24
         4.2      Disability Retirement..........................................................................24
         4.3      Deferred Vested Pension........................................................................25
ARTICLE  V.  AMOUNT OF BENEFIT
         5.1      Normal Retirement Pension......................................................................26
         5.2      Pension for Late Retirement....................................................................27
         5.3      Disability Retirement Pension..................................................................28
         5.4      Deferred Vested Pension........................................................................28
         5.5      Limitation on Benefits.........................................................................28
         5.6      Top-Heavy Provisions...........................................................................37
         5.7      Death Benefit..................................................................................45
         5.8      Veterans Reemployment Rights...................................................................45
ARTICLE  VI.  MANNER OF PAYMENT AND OPTIONAL BENEFITS
         6.1      Definitions....................................................................................46
                  (a)      Annuity Starting Date.................................................................46
                  (b)      Earliest Retirement Age...............................................................46
                  (c)      Qualified Election....................................................................46
                  (d)      Qualified Joint and Survivor Annuity..................................................47
                  (e)      Vested Accrued Benefit................................................................47
         6.2      Payment of Pension.............................................................................48
         6.3      Optional Forms of Benefit Payments.............................................................51
         6.4      Transitional Rules.............................................................................52
         6.5      Employment After Normal Retirement Date........................................................55
         6.6      Distribution Requirements......................................................................55
         6.7      Death Distribution Provisions..................................................................62
         6.8      Transitional Rule..............................................................................64
         6.9      Location of Participant or Beneficiary Unknown.................................................66
         6.10     Direct Rollover................................................................................67
         6.11     Early Retirement Benefits Window...............................................................68
ARTICLE  VII.  PLAN FINANCING
         7.1      Contributions..................................................................................71
         7.2      Trust Fund.....................................................................................72
ARTICLE  VIII.  GENERAL DUTIES OF TRUSTEE
         8.1      Receipt of Contribution........................................................................72
         8.2      Duties.........................................................................................72
         8.3      Powers.........................................................................................74
         8.4      Prohibited Transactions........................................................................74
         8.5      Fiduciary Standard.............................................................................77
         8.6      Acts on Direction..............................................................................78
         8.7      Reliance on Committee Documents................................................................78
         8.8      Immunity from Liability........................................................................79
         8.9      Claims.........................................................................................79
         8.10     Limitation on Duties...........................................................................79
         8.11     Investment Manager.............................................................................80
         8.12     Rollover Contributions/Transfers...............................................................82
ARTICLE  IX.  REMOVAL AND RESIGNATION OF TRUSTEE
         9.1      Resignation and Removal........................................................................82
         9.2      Successor Trustee..............................................................................82
ARTICLE  X.  COMMITTEE ENFORCEMENT OF TRUSTEE'S DUTIES
         10.1     Accounting to Committee........................................................................83
         10.2     Employee Rights................................................................................84
ARTICLE  XI.  ADMINISTRATION
         11.1     Allocation of Responsibility Among Fiduciaries for Plan and
                  Trust Administration...........................................................................84
         11.2     Appointment of Committee.......................................................................85
         11.3     Claims Procedure...............................................................................85
         11.4     Records and Reports............................................................................86
         11.5     Other Committee Powers and Duties..............................................................86
         11.6     Rules and Decisions............................................................................87
         11.7     Committee Procedures...........................................................................88
         11.8     Authorization of Benefit Payments..............................................................88
         11.9     Application and Forms for Pension..............................................................88
         11.10    Facility of Payment............................................................................89
         11.11    Indemnification................................................................................89
         11.12    Beneficiary Designations.......................................................................89
ARTICLE  XII.  MISCELLANEOUS
         12.1     Nonguarantee of Employment.....................................................................90
         12.2     Rights to Trust Assets.........................................................................90
         12.3     Nonalienation of Benefits......................................................................90
ARTICLE  XIII.  AMENDMENTS AND ACTION BY EMPLOYER
         13.1     Amendments.....................................................................................91
         13.2     Action By Employer.............................................................................91
ARTICLE XIV. SUCCESSOR EMPLOYER AND MERGER OR CONSOLIDATION OF PLANS
         14.1     Successor Employer.............................................................................92
         14.2     Plan Assets....................................................................................93
         14.3     Continuance....................................................................................93
ARTICLE  XV.  RESTRICTIONS ON BENEFITS PAYABLE TO HIGHLY COMPENSATED PARTICIPANTS
         15.1     General Restrictions on Benefits...............................................................94
         15.2     Restrictions on Benefits Upon Plan Termination ................................................96
ARTICLE  XVI.  PLAN TERMINATION
         16.1     Right to Terminate.............................................................................97
         16.2     Partial Termination............................................................................98
         16.3     Liquidation of Trust Fund......................................................................98
         16.4     Manner of Distribution.........................................................................99
         16.5     Residual Amounts...............................................................................99
         16.6     Authority upon Termination.....................................................................99
ARTICLE  XVII.  EXPENSES OF ADMINISTRATION
         17.1      Expenses.....................................................................................100
ARTICLE  XVIII.  CONSTRUCTION OF TRUST AGREEMENT
         18.1     Governing Law.................................................................................100
         18.2     Construction..................................................................................100
EXECUTION                  .................                                                                    101

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                           DELTA AND PINE LAND COMPANY
                                 RETIREMENT PLAN

THIS  AMENDMENT  is made and  entered  into by and  between  DELTA AND PINE LAND
COMPANY  (hereinafter  referred to as the "Employer") and W. T.  JAGODINSKI,  F.
MURRAY ROBINSON, and RICKY D. GREENE (hereinafter referred to as the "Trustee").

                              W I T N E S S E T H:

The Employer does hereby amend and restate the following Retirement Plan and the
Trustee does hereby accept the Trust, it being mutually agreed as follows:

                                   Article I.
                                     PURPOSE

The  Employer  has  maintained  a  retirement  plan for the  benefit of eligible
employees since January 1, 1975.

Effective as of December 23, 1986,  the  Employer  adopted and  established  the
Delta  and Pine  Land  Retirement  Plan and  Trust  Agreement  as an  amendment,
restatement  and  continuation of the Southwide,  Inc.  Employee Stock Ownership
Plan (the "Prior Plan") to provide retirement benefits for its employees.


<PAGE>



The Plan and  Trust  was  subsequently  amended  and is now  being  amended  and
restated to comply  with the  Uniformed  Services  Employment  and  Reemployment
Rights Act of 1994,  the Uruguay Round  Agreements  Act, the Small Business Jobs
Protection Act of 1996, the Tax Reform Act of 1997, the Internal Revenue Service
Restructuring  and Reform Act of 1998, and the Community  Renewal Tax Relief Act
of 2000.  The Plan and Trust are intended to meet the  requirements  of Sections
401(a) and 501(a) of the Internal Revenue Code of 1986.

The  provisions  of this Plan as restated  shall be  effective  January 1, 1997,
unless otherwise indicated herein, and all questions relating to Plan operations
prior to January 1, 1997, or such otherwise indicated date, shall be governed by
the Plan as then in effect.

                                  Article II.
                          DEFINITIONS AND CONSTRUCTION

2.1 Definitions. The following words and phrases, when used herein, unless their
context  clearly  indicates  otherwise,  shall  have  the  following  respective
meanings (see Sections 5,1, 5.4(a), 5.6(d), 6.1, 6.6(d), and 6.10 for additional
definitions):

(a)  Accrued Benefit. The amount determined by multiplying (1) by (2) where
     ---------------

(1)  equals the benefit  calculated  in  accordance  with the Normal  Retirement
     benefit formula  contained in Section 5.1 using the  Participant's  Average
     Plan  Compensation at termination date as his Average Plan  Compensation at
     Normal  Retirement  Date and using the number of Years of Credited  Service
     the Participant would have had at Normal Retirement Date had he stayed with
     the Employer to Normal Retirement Date, and


(2)  equals a fraction,  not to exceed one (1),  the  numerator  of which is the
     number of Years of Credited  Service the  Participant has accumulated as of
     his date of termination  of employment and the  denominator of which is the
     total number of Years of Credited Service the Participant would have had he
     remained with the Employer until his Normal Retirement Date.

The Accrued  Benefit of a  Participant  who continues to be employed past Normal
Retirement Date shall be the benefit calculated pursuant to Section 5.2.

Notwithstanding the foregoing,  the Accrued Benefit of any Participant as of the
Effective Date of this  amendment and  restatement of the Plan shall not be less
than the Accrued Benefit the Participant had under the provisions of the Plan in
effect  immediately  prior to such Effective Date and the Accrued Benefit of any
Participant who is not a Highly Compensated  Employee shall not be less than the
Accrued  Benefit  he would  have had had the  provisions  of the Plan in  effect
immediately prior to such Effective Date continued through January 1, 1991.

Effective  January 1, 1994 and unless  otherwise  provided under the Plan,  each
Section  401(a)(17)  Participant's  Accrued  Benefit under this Plan will be the
greater of the Accrued Benefit  determined for the Participant under (i) or (ii)
below.

(i)  The  Participant's  Accrued Benefit  determined with respect to the Benefit
     Formula  applicable for the Plan Year beginning on or after January 1, 1994
     as applied to the  Participant's  total Years of Service taken into account
     under the Plan for the purposes of Benefit Accruals; or i)

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(ii) The sum of:

(A)  the Participant's  Accrued Benefit as of the last day of the last Plan Year
     beginning  before  January  1,  1994,  frozen in  accordance  with  Section
     1.401(a)(4)-13 of the Regulations; and

(B)  the  Participant's  Accrued  Retirement Income determined under the Benefit
     Formula  applicable for the Plan Year beginning on or after January 1, 1994
     as  applied  to  the  Participant's   Years  of  Service  credited  to  the
     Participant  for Plan Years  beginning  on or after  January  1, 1994,  for
     purposes of Benefit Accruals.

A "Section  401(a)(17)  Participant"  means a Participant  whose current Accrued
Benefit as of a date on or after the first day of the first Plan Year  beginning
on or after January 1, 1994 is based on compensation  for a year beginning prior
to January 1, 1994 that exceeded $150,000.

(b) Actuarial (or  Actuarially)  Equivalent.  Equality in value of the aggregate
amounts  expected to be received under different forms of payment,  based on the
following actuarial assumptions for both males and females:

         1971 Group Annuity Mortality Table for Males with interest at 8%.

(c)  Actuary.  The  individual  actuary  or firm of  actuaries  selected  by the
Employer to provide actuarial  services in connection with the administration of
the Plan.

(d) Affiliated Employer. The Employer and any corporation which is a member of a
controlled  group of  corporations  (as  defined in Section  414(b) of the Code)
which includes the Employer; any trade or business (whether or not incorporated)
which is under  common  control (as defined in Section  414(c) of the Code) with
the Employer;  any organization  (whether or not incorporated) which is a member
of an affiliated  service group (as defined in Section 414(m) of the Code) which
includes the Employer;  and any other entity  required to be aggregated with the
Employer pursuant to regulations under Section 414(o) of the Code.

(e)  Authorized  Leave of Absence.  Any absence (not in excess of two (2) years)
authorized by the Employer under the Employer's  standard  personnel  practices,
provided that all persons under similar  circumstances  are treated alike in the
granting of such  Authorized  Leaves of Absence,  and provided  further that the
Participant returns within the period of authorized absence. Authorized Leave of
Absence  will also  include  absence  for jury duty;  absence for service in the
Armed  Forces of the  United  States if the  Participant  returns  to the active
employ of the  Employer by the end of (1) a 90-day  period  commencing  with the
date upon which the  Participant is first eligible to be discharged or separated
from  active  service in the Armed  Forces or (2) such no longer  period  during
which the  Participant's  employment  rights are  protected  by law; and absence
because of illness or injury if the Participant  returns to the active employ of
the  Employer  upon  the  determination  of the  Employer  that he is no  longer
disabled.  Any person  considered to be on Authorized  Leave of Absence shall be
considered an Employee.

(f) Average Plan Compensation. The result obtained by dividing by five the total
Compensation  of a Participant  during the five  consecutive  calendar  years in
which  his  Compensation  was  highest.  If a  Participant  has less  than  five
consecutive  calendar years of employment,  Average Plan  Compensation  shall be
determined  using the actual number of complete  consecutive  calendar  years of
employment.  If a Participant  has five or more  consecutive  calendar  years of
employment,  Average  Plan  Compensation  shall  be  determined  using  the five
consecutive  calendar years  (whether  complete or not) that produce the highest
average.

(g) Break in Service.  Each Plan Year during which an Employee  completes 500 or
less Hours of Service with the Employer.

(h) Code. The Internal Revenue Code of 1986, as amended.

(i)  Committee/Retirement  Committee. The persons appointed under the provisions
of Article XI to administer the Plan.

(j) Compensation.  The basic  compensation and overtime paid to a Participant by
the Employer for a Plan Year.

Notwithstanding  the above,  Compensation for the 1989 and 1990 Plan Years shall
include income imputed to the  participant  due to the personal use of a company
car, and Compensation  for Plan Years prior to 1989 shall be total  compensation
as reported on Internal Revenue Service Form W-2.

Compensation  shall  include any amount  which is  contributed  by the  Employer
pursuant to a salary  reduction  agreement  and which is not  includable  in the
gross  income  of  the  Employee  under  Sections  125,  132(f)(4),   402(e)(3),
402(h)(1)(B), 403(b), or 457 of the Code.

For Plan Years  beginning  on or after  January 1, 1989,  and before  January 1,
1994,  the  annual  Compensation  of each  Participant  taken into  account  for
determining  all  benefits  provided  under the Plan for any Plan Year shall not
exceed $200,000.  This limitation shall be adjusted by the Secretary at the same
time and in the same  manner as under  section  415(d) of the  Internal  Revenue
Code,  except that the dollar  increase  in effect on January 1 of any  calendar
year is effective  for Plan Years  beginning in such calendar year and the first
adjustment to the $200,000 limitation is effective on January 1, 1990.

For Plan Years  beginning on or after January 1, 1994,  the annual  Compensation
limit of each  Participant  taken into  account  for  determining  all  benefits
provided under the Plan for any determination  period shall not exceed $150,000,
as adjusted for the  cost-of-living in accordance with section  401(a)(17)(B) of
the  Internal  Revenue  Code.  The  cost-of-living  adjustment  in effect  for a
calendar  year applies to any  determination  period  beginning in such calendar
year.

If a  determination  period  consists  of  fewer  than  12  months,  the  annual
Compensation  limit  is an  amount  equal  to the  otherwise  applicable  annual
Compensation  limit  multiplied  by a fraction,  the  numerator  of which is the
number of months in the short determination period, and the denominator of which
is 12.

If  Compensation  for any prior  determination  period is taken into  account in
determining a Participant's benefits for the current Plan Year, the Compensation
for  such  prior  determination  period  is  subject  to the  applicable  annual
Compensation  limit in  effect  for that  prior  period.  For this  purpose,  in
determining  benefits in Plan Years  beginning on or after January 1, 1989,  the
annual  Compensation limit in effect for determination  periods beginning before
that date is  $200,000.  In  addition,  in  determining  benefits  in Plan Years
beginning on or after January 1, 1994, the annual  compensation  limit in effect
for determination periods beginning before that date is $150,000.

(k)  Covered  Compensation.  Effective  January 1, 1996,  the  average  (without
indexing) of the taxable wage bases in effect for each  calendar year during the
thirty-five  (35) year period  ending with the last day of the calendar  year in
which the Participant  attains (or will attain) Social  Security  Retirement Age
(see Section 5.5(a)),  rounded to the nearest whole twelve dollars.  No increase
in Covered  Compensation shall decrease the Accrued Benefit of a Participant who
is  receiving   benefits  under  the  Plan  or  of  a  Participant   who  has  a
nonforfeitable  right to  benefits,  if such  increase  takes  effect  after the
earlier of the date of first  receipt of such benefits or the date of separation
from Service.  Taxable wage base shall mean the maximum amount of earnings which
may be considered wages for such year under section 3121(x)(1) of the Code.

In determining a Participant's Covered Compensation for a Plan Year, the taxable
wage base in effect for the current Plan Year and any subsequent  Plan Year will
be assumed to be the same as the taxable wage base in effect as of the beginning
of the Plan Year for which the determination is being made.

A Participant's Covered Compensation for a Plan Year ending before the beginning
of the 35-year period ending with the last day of the calendar year in which the
Participant  attains social security  retirement age is the taxable wage base in
effect  as  of  the  beginning  of  the  Plan  Year.  A  Participant's   Covered
Compensation  for a Plan Year  beginning  after such 35-year  period ends is the
Participant's   Covered   Compensation  for  the  Plan  Year  during  which  the
Participant attained social security retirement age.

(l)  Disability.  A physical or mental  condition  which totally and  presumably
permanently  prevents a Participant  from  performing  his normal duties for the
Employer.  Disability shall be established by one or more physicians selected by
the Committee.

(m) Effective  Date.  January 1, 1997,  the date on which the provisions of this
amended and restated Plan became effective,  except as otherwise indicated.  The
original Effective Date was January 1, 1975.

(n)  Employee.  Any person who, on or after the  Effective  Date,  is  receiving
remuneration (or would be receiving such  remuneration  except for an Authorized
Leave of Absence) for personal services rendered to the Employer or to any other
Affiliated  Employer,  and shall  include any Leased  Employees  deemed to be an
Employee of the Employer or any such other entity as provided in Sections 414(n)
or (o) of the Code or the regulations thereunder.  However, only those Employees
of the Employer as defined in Section 2.1(o) shall be eligible to participate in
the Plan.

(o) Employer.  Delta and Pine Land Company and any  predecessor  organization or
any  successor  business  organization  to the  Employer  as a result of merger,
consolidation,  purchase  of assets or any other form of  reorganization  of the
business of the Employer,  provided such successor  business  organization shall
assume the  obligations  of this Plan and Trust with  respect to its  Employees.
Such assumption  shall be in writing and shall be signed by the Employer and the
organization assuming such obligations.

The following  organizations shall be considered as Adopting Employers under the
Plan effective as of the dates indicated:

            Adopting Employers                          Effective Date
            ------------------                          --------------
           Greenfield Seed Company                     December 23, 1986
           Paymaster Technology Corp.                  February 2, 1996
           Arizona Process, Inc.                       January 1, 1997
           Ellis Brothers Seed, Inc,                   January 1, 1997
           Mississippi Seed, Inc.                      January 1, 1997
           Sure Grow Seed, Inc.                        January 1, 1997

Adopting  Employers  shall be treated as  Employers  under the Plan  except that
Adopting Employers do not have authority to amend the Plan or take other actions
reserved  for the  Employer.  Participation  in the Plan by the Employer and the
Adopting  Employers  shall  constitute a single plan,  within the meaning of the
regulations under Section 414(l) of the Code.

(p) ERISA. Public Law No. 93-406, the Employee Retirement Income Security Act of
1974, as amended from time to time.

(q) Fiduciaries.  The Employer,  the Committee,  the Investment Manager (if any)
and the Trustee, but only with respect to the specific  responsibilities of each
for Plan and Trust administration, all as described in Section 11.1.

(r) Hours of Service. Hour of Service means:

(1) Each hour for which an  Employee is paid,  or  entitled to payment,  for the
performance  of duties for the  Employer.  These  hours shall be credited to the
Employee for the computation period in which the duties are performed; and

(2) Each hour for which an  Employee is paid,  or  entitled  to payment,  by the
Employer  on account of a period of time  during  which no duties are  performed
(irrespective  of whether the employment  relationship  has  terminated)  due to
vacation,  holiday,  illness,  incapacity (including  disability) , layoff, jury
duty, military duty or leave of absence. No more than 501 Hours of Service shall
be credited under this paragraph for any single  continuous  period  (whether or
not such  period  occurs  in a single  computation  period).  Hours  under  this
paragraph  shall be calculated and credited  pursuant to Section  2530.200b-2 of
the Department of Labor Regulations  which is incorporated  herein by reference;
and

(3) Each hour for which back pay,  irrespective  of  mitigation  of damages,  is
either awarded or agreed to by the Employer. The same Hours of Service shall not
be credited both under  paragraph (1) or paragraph  (2), as the case may be, and
under this  paragraph (3). These hours shall be credited to the Employee for the
computation  period or periods to which the award or agreement  pertains  rather
than the computation period in which the award, agreement or payment is made.

Solely for  purposes  of  determining  whether a Break in Service (as defined in
Section  2.1(g))  for  participation  and  vesting  purposes  has  occurred in a
computation  period,  an  individual  who is absent from work for  maternity  or
paternity  reasons  shall  receive  credit for the Hours of Service  which would
otherwise have been credited to such individual but for such absence,  or in any
case in which such hours  cannot be  determined,  8 Hours of Service  per day of
such  absence.  For  purposes  of this  paragraph,  an  absence  from  work f or
maternity or paternity  reasons  means an absence (1) by reason of the pregnancy
of the individual, (2) by reason of a birth of a child of the individual, (3) by
reason of the placement of a child with the  individual  in connection  with the
adoption  of such child by such  individual,  or (4) for  purposes of caring for
such child for a period beginning immediately following such birth or placement.
The Hours of Service  credited under this paragraph shall be credited (1) in the
computation  period in which the absence begins if the crediting is necessary to
prevent a Break in  Service in the  period,  or (2) in all other  cases,  in the
following  computation  period.  The provisions of this paragraph  shall also be
applicable  to a leave of absence  pursuant to the Family and Medical  Leave Act
due to a serious health  condition  affecting the Employee or a family member as
defined by said Act.

(s) Leased  Employee.  Any person (other than an employee of the  recipient) who
pursuant to an agreement  between the recipient  and any other person  ("leasing
organization")  has  performed  services for the recipient (or for the recipient
and related  persons  determined in  accordance  with Section 414 (n) (6) of the
Code) on a substantially  full-time basis for a period of at least one year, and
such services are performed under primary direction or control by the recipient.
Contributions or benefits provided a Leased Employee by the leasing organization
which are attributable to services performed for the recipient employer shall be
treated as provided by the recipient employer.

A Leased  Employee  shall not be considered an employee of the recipient if: (1)
such  employee is covered by a money  purchase  pension  plan  providing:  (A) a
nonintegrated  employer  contribution  rate of at  least  ten  (10)  percent  of
compensation, as defined in Section 415(c)(3) of the Code, but including amounts
contributed  pursuant to a salary reduction  agreement which are excludable from
the  employee's  gross income  under  Section 125,  Section  402(e)(3),  Section
402(h)(1)(B) or Section 403(b) of the Code, (B) immediate participation, and (C)
full and immediate vesting; and (2) Leased Employees do not constitute more than
20 percent of the recipient's nonhighly compensated workforce.

(t) Normal Retirement Age. Age 65.

(u) Normal  Retirement  Date.  Effective  January 1, 1988,  the first day of the
calendar  month  coinciding  with or  immediately  following  the  Participant's
sixty-fifth (65th) birthday.

(v)  Participant.  An Employee  participating in the Plan in accordance with the
provisions of Section 3.1.

(w) PBGC.  Pension Benefit  Guaranty  Corporation,  a body corporate  within the
Department of Labor established under the provisions of Title IV of ERISA.

(x) Pension.  A series of monthly  amounts  which are payable to a person who is
entitled to receive benefits under the Plan.

(y) Plan.  Delta  and Pine  Land  Company  Retirement  Plan,  the Plan set forth
herein, as amended from time-to-time.

(z) Plan Year.  The  12-consecutive  month  period  commencing  on January 1 and
ending on December 31.

(aa) Present Value of Accrued Benefit.

(i) Effective  January 1, 1994,  the lump sum value of a  Participant's  Accrued
Benefit at date of valuation  calculated  based on the mortality rates specified
in Section  2.1(b),  and either the interest rate specified in Section 2.1(b) or
the Section 417 Interest Rate(s),  whichever  produces the greater benefit.  The
Section 417 Interest Rate(s) shall be:

(I) the applicable interest rate if the present value of the benefit (using such
rate(s)) is not in excess of twenty-five thousand dollars ($25,000); or

(II) one hundred twenty  percent  (120%) of the applicable  interest rate if the
present value of the benefit exceeds twenty-five  thousand dollars ($25,000) (as
determined  under  clause  (a)  above).  In no event  shall  the  present  value
determined  under this  clause  (b) be less than  twenty-five  thousand  dollars
($25,000).

The  "applicable  interest rate" is the interest  rate(s) which would be used by
the PBGC (as of the first day of the Plan Year in which the distribution occurs)
for a trusteed  single-employer  plan to value a benefit upon  termination of an
insufficient trusteed single-employer plan.

The Section 417 Interest Rate  limitations  shall apply to distributions in Plan
Years  beginning  after December 31, 1984.  Notwithstanding  the foregoing,  the
Section  417  Interest  Rate  limitations  shall not apply to any  distributions
commencing in Plan Years beginning before January 1, 1987, if such distributions
were  determined  in  accordance  with  the  interest  rate(s)  as  required  by
regulations section 1.417(e)-1T(e) (including the PBGC immediate interest rate).

Notwithstanding  the above,  if a benefit is  distributed in a form other than a
non-decreasing  annuity  payable  for a  period  not  less  than  the  life of a
Participant (or in the case of a qualified  preretirement  survivor annuity, the
life of the  surviving  Spouse),  the  interest  rate  used in  determining  the
actuarial  equivalence  of the  portion of the excess  benefit  percentage  that
exceeds the base benefit  percentage  (in an excess plan),  or the offset (in an
offset plan), shall be the Section 417 Interest Rate(s).

(ii) Effective  August 13, 1996, the lump sum value of a  Participant's  Accrued
Benefit at date of valuation, calculated based on the following assumptions:

               Mortality Table:          the GATT Mortality Table
               Interest Rate:            the Section 417 Interest Rate

The  GATT  mortality  table is the  table  specified  in  Revenue  Ruling  95-6,
implementing  Section  417(e)(3)  of the Code as  amended by the  Uruguay  Round
Agreements Act of 1994. However, the GATT mortality table shall automatically be
the table  specified in any future Revenue Rulings or federal  regulations  that
amend or supercede  Revenue Ruling 95-6 by specifying a new mortality  table for
purposes of Section 417(e)(3) of the Code, as amended.

The Section 417 Interest Rate is the annual rate of interest on 30-year Treasury
securities  in effect for the month  immediately  preceding the beginning of the
Plan Year in which the single sum payment is made.

(bb) Qualifying Employer Real Property. Property defined in Section 407(d)(4) of
ERISA.

(cc) Qualifying Employer Securities.  Securities defined in Section 407(d)(5) of
ERISA, including Employer securities which are stocks or marketable obligations.

(dd)  Retirement.  Termination of employment for reason other than death after-a
Participant has fulfilled all requirements for a Normal or Disability Retirement
Pension.  Retirement  shall be considered  as commencing on the day  immediately
following  a  Participant's  last  day of  employment  (or  Authorized  Leave of
Absence, if later).

(ee) Service. The period of a Participant's  employment  considered for purposes
of the Plan.  Service  with an entity prior to its  acquisition  by the Employer
shall be recognized  for purposes of Years of  Eligibility  Service and Years of
Vesting  Service,  but not for  purposes  of Years of Credited  Service,  unless
otherwise  specified  herein.  Service with Greenfield Seed Company prior to its
acquisition  by the Employer  shall be  recognized  for all purposes  under this
Plan.

Effective  October 15, 1997,  for  Participants  who are not and have never been
highly  compensated  employees,  employment in the Scott,  Mississippi Clinic of
George W. Green, M.D. shall be considered as Service for all purposes under this
Plan.

(ff) Spouse (Surviving Spouse). The spouse or surviving spouse of a Participant,
provided that a former spouse will be treated as the Spouse or Surviving  Spouse
and a current  spouse will not be treated as the spouse or  surviving  spouse to
the extent provided under a qualified  domestic  relations order as described in
Section 414(p) of the Code.

(gg) Trust (or Trust  Fund).  The fund known as the Delta and Pine Land  Company
Retirement  Trust,  maintained  in  accordance  with  the  terms  of this  trust
agreement,  as from  time-to-time  amended.

(hh) Trustee. The corporation or individuals appointed by the Board of Directors
of the Employer to administer the Trust.

Effective  April  1,  1999,  the  Trustees  shall  be  Roger  D.  Malkin,  W. T.
Jagodinski, and Steven M. Hawkins.

Effective  September 30, 2000,  the Trustees shall be F. Murry  Robinson,  W. T.
Jagodinski, and Steven M. Hawkins.

Effedtive  September 30, 2001, the Trustees shall be F. Murray  Robinson,  W. T.
Jagodinski and Ricky D. Greene.

(ii) Year of Credited  Service.  A Plan Year in which an Employee  completes not
less than one thousand (1,000) Hours of Service.  However, for an individual who
was a Participant  on December 31, 1988,  Years of Credited  Service for periods
prior to 1989 shall be measured using the elapsed time method of computation. An
Employee shall receive credit for Years of

Credited Service for all Service except the following:

(1) Service which is excluded under Section 6.2 (e);

(2)  Service  before  a  Break  in  Service  if  the  Employee  did  not  have a
nonforfeitable  right  to his  Accrued  Benefit  at the time of  termination  of
Service,  and if the number of  consecutive  Breaks in Service equals or exceeds
the  greater  of (A) five (5) (or for  determinations  made  prior to January 1,
1985,  one (1)),  or (B) the eligible  Employee's  aggregate  number of Years of
Credited Service prior to the Breaks in Service.  Such aggregate number of Years
of Credited Service shall not include any Years of Credited Service  disregarded
under the preceding sentence by reason of prior Breaks in Service;

(3) Service with an Affiliated Employer other than the Employer;

(4) Service prior to January 1, 1970;

(5) Effective  October 15, 1997,  Service while  employed as a member of a class
which is not eligible for participation under Section 3.1.

(jj) Year of Eligibility  Service. A period of twelve (12) consecutive  calendar
months during which an Employee has completed not less than one thousand (1,000)
Hours of Service.

The initial eligibility  computation period shall be the twelve (12) consecutive
month  period  beginning  on the date the  Employee  first  performs  an Hour of
Service for the Employer.  The succeeding  twelve (12) consecutive month periods
shall  commence  with the first  Plan year  which  commences  prior to the first
anniversary of the Employee's initial eligibility  computation period regardless
of whether the  Employee is entitled to be credited  with one  thousand  (1,000)
Hours of Service during the initial eligibility period.

(kk) Year of Vesting Service. A Plan Year during which an Employee has completed
not less than one thousand  (1,000) Hours of Service.  Service before a Break in
Service shall not be counted if the  Participant  did not have a  nonforfeitable
right to his Accrued  Benefit at the time of termination of Service,  and if the
number of  consecutive  Breaks in service  equals or exceeds  the greater of (A)
five (5) (or for determinations  made prior to January 1, 1985, one (1)), or (B)
the Employee's  aggregate number of Years of Vesting Service prior to the Breaks
in Service.  Such aggregate number of Years of Vesting Service shall not include
any Years of Vesting Service  disregarded under the preceding sentence by reason
of prior Breaks in Service.

(ll) 415 Compensation.  Wages,  salaries, and fees for professional services and
other amounts  received  (without  regard to whether or not an amount is paid in
cash) for personal  services  actually rendered in the course of employment with
the employer  maintaining the plan to the extent that the amounts are includable
in gross  income  (including,  but not limited to,  commissions  paid  salesmen,
compensation  for services on the basis of a percentage of profits,  commissions
on insurance  premiums,  tips, bonuses,  fringe benefits,  and reimbursements or
other expense  allowances under a non-accountable  plan (as described in Section
1.62-2(c)), and excluding the following:

(1)  employer  contributions  to a plan of deferred  compensation  which are not
includable  in the  Employee's  gross  income  for the  taxable  year  in  which
contributed,  or employer contributions under a simplified employee pension plan
to  the  extent  such  contributions  are  deductible  by the  Employee,  or any
distributions from a plan of deferred compensation;

(2) amounts realized from the exercise of a nonqualified  stock option,  or when
restricted  stock (or  property)  held by the  Employee  either  becomes  freely
transferable or is no longer subject to a substantial risk of forfeiture;

(3)  amounts  realized  from the sale,  exchange or other  disposition  of stock
acquired under a qualified stock option; and

(4) other amounts which received special tax benefits,  or contributions made by
the employer  (whether or not under a salary  reduction  agreement)  towards the
purchase of an annuity contract described in Section 403(b) of the Code (whether
or not the  contributions  are actually  excludable from the gross income of the
Employee).

415 Compensation for a self-employed individual shall mean his earned income.

For Limitation Years beginning after December 31, 1991, for purposes of applying
the  limitations of Section 5.5, 415  Compensation  for a Limitation Year is the
415 Compensation actually paid or made available during such Limitation Year.

For Limitation Years beginning after December 31, 1997, for purposes of applying
the limitations of Section 5.5,  Compensation paid or made available during such
Limitation  Year shall  include any  elective  deferral  (as defined in Code ss.
402(g)(3)),  and any amount which is  contributed or deferred by the Employer at
the election of the Employee and which is not  includable in the gross income of
the Employee by reason of Sections 125, 132(f)(4) or 457.

For purposes of this Section, employer means the Employer that adopts this Plan,
and all members of a  controlled  group of  corporations  (as defined in Section
414(b) of the Code as  modified  by Section  415(h)),  all  commonly  controlled
trades or  businesses  (as  defined in  Section  414(c) as  modified  by Section
415(h)) or affiliated service groups (as defined in Section 414(m)) of which the
Employer is a part,  and any other  entity  required to be  aggregated  with the
Employer  pursuant to regulations  under Section 414(o) of the Code.

(mm) Highly Compensated  Employee.  Effective for years beginning after December
31,  1996,  an  Employee  who (i) was a five  percent  owner (as defined in Code
Section  416(i)(1)) at any time during the year or the  preceding  year, or (ii)
for the  preceding  year  received  compensation  from the Employer in excess of
$80,000.  The $80,000 amount is adjusted at the same time and in the same manner
as under  section  415(d),  except that the base period is the calendar  quarter
ending September 30, 1996.

For this purpose,  the applicable year of the Plan for which a determination  is
being made is called a determination  year and the preceding  12-month period is
called  a  look-back  year.  Furthermore,  compensation  for  purposes  of  this
definition shall mean 415 Compensation (as defined in Section 2.1(ll).

A  highly  compensated  former  employee  is based on the  rules  applicable  to
determining   Highly   Compensated   Employee  status  as  in  effect  for  that
determination year, in accordance with Section 1.414(q)-IT, A-4 of the temporary
Income Tax Regulations and Notice 97-75.

In determining  whether an Employee is a Highly  Compensated  Employee for years
beginning in 1997,  the amendments to Section 414(q) stated above are treated as
having been in effect for years  beginning in 1996.

2.2 Construction.  The masculine gender,  where appearing in the Plan, shall be
deemed to include the feminine gender,  and the singular may include the plural,
unless  the  context  clearly  indicates  to the  contrary.  The words  "hereof,
"herein,"  "hereunder" and other similar compounds of the word "here" shall mean
and refer to the entire Plan, not to any particular provision or section.

                                  Article III.

                            PARTICIPATION AND SERVICE

3.1  Participation.  An Employee of the  Employer as defined in Section  2.1(o)
shall become a Participant in this Plan as follows:

(a) Any  Employee  included  under  the prior  provisions  of the Plan as of the
Effective Date shall  continue to participate in accordance  with the provisions
of this amended and restated Plan;

(b)  The  participation  of  any  Employee  eligible   thereafter  to  become  a
Participant shall commence as of the earliest January 1 or July 1 as of which he
has both attained age 21 and completed one (1) Year of Eligibility  Service, but
not before  January 1, 1989.  However,  no Employee  shall become a  Participant
prior to the effective date of adoption of the Plan by his Employer.

Effective  October 15, 1997, no Employee who is a member of a class of employees
who received  special early  retirement  window  benefits as provided by Section
6.11 shall be eligible to participate if re-employed.

Subject  to the Break in  Service  provisions,  if the  Employee  has a Break in
Service due to  termination of employment  before he becomes a Participant,  his
date of reemployment shall be the day he first performs an Hour of Service after
being  rehired  and shall be  deemed  his date of  employment  for  purposes  of
determining his eligibility to participate in the Plan.

A former Employee entitled to receive a Pension under the Plan shall continue as
a  Participant  until  the date of his  death  unless  his  benefits  have  been
otherwise provided for.

In the case of any Participant who has a Break in Service,  Years of Eligibility
Service  before such Break in Service will not be taken into  account  until the
Employee  has  completed  a Year  of  Eligibility  Service  after  returning  to
employment.

Such Year of Eligibility  Service will be measured by the 12  consecutive  month
period  beginning  on the  Employee's  reemployment  commencement  date and,  if
necessary,  Plan Years  beginning  with the Plan Year which  includes  the first
anniversary of the reemployment commencement date.

The  reemployment  commencement  date is the first day on which the  Employee is
credited with an Hour of Service for the  performance  of duties after the first
eligibility computation period in which the Employee incurs a Break in service.

If a Participant completes a Year of Eligibility Service in accordance with this
provision,  his or her  participation  will be reinstated as of the reemployment
commencement date.

3.2 Proof of Age. Each  Employee  shall be required to furnish to the Employer a
birth certificate  issued by the proper public  authority,  or other evidence of
age satisfactory to the Employer.

3.3 Election for Participation. An eligible Employee or Participant may with the
consent of the  Committee  elect to exclude  himself from  participation  in the
Plan, such election to be filed on forms  prescribed by the Committee  within 30
days of either the date he would first become a Participant  or the first day of
any Plan Year, as  applicable.  Such election must be effective as of such date.
During the period in which an Employee  elects not to  participate,  he shall be
deemed to have  fewer than 1000 Hours of service  for  purposes  of  determining
Years of Credited Service. All elections under this Section must be irrevocable.
However,  any  irrevocable  election  made (or any future  elections to be made)
under  this  Section  shall be deemed  revocable  at such time and in the manner
permitted by law without  creating a cash or deferred  election  with respect to
the Employee or Participant.


<PAGE>


                                  Article IV.

                      REQUIREMENTS FOR RETIREMENT BENEFITS

4.1 Normal  Retirement.  A Participant shall be eligible for a Normal Retirement
Pension  if his  employment  is  terminated  on or after he  reaches  his Normal
Retirement Date. Payment of a Normal Retirement Pension shall commence as of the
first day of the month coinciding with or next following the date of Retirement.

Notwithstanding the vesting schedule contained in this Plan, a Participant shall
have a  nonforfeitable  right to his  entire  Accrued  Benefit  from the time he
reaches Normal Retirement Age.

4.2  Disability  Retirement.  A  Participant  shall be eligible for a Disability
Retirement Pension if his employment is terminated by reason of Disability after
he has  completed 12 or more Years of Vesting  Service.  Payment of a Disability
Retirement  Pension shall  commence as of the first day of the month  coinciding
with or next following the  Participant's  Normal  Retirement  Date and shall be
equal  to  the  Participant's  Accrued  Benefit  determined  as of the  date  of
Disability.

Except,  however,  any  Participant  who is not covered by the Employer's  group
long-term  disability program may elect, with his Spouse's written approval,  to
receive payment of a Disability  Retirement  Pension  commencing as of the first
day of any month coinciding with or next following  termination of employment by
reason of Disability. Such Pension shall be equal to the Actuarial Equivalent of
the Participant's Accrued Benefit determined as of the date of Disability.

Disability  shall be  considered to have ended and  entitlement  to a Disability
Retirement  Pension  shall cease if, prior to his Normal  Retirement  Date,  the
Participant (a) is reemployed by the Employer,  (b) engages in any substantially
gainful activity,  except for such employment as is found by the Committee to be
for the primary purpose of  rehabilitation or not incompatible with a finding of
Disability,  or (c) has sufficiently  recovered, in the opinion of the Committee
based  on a  medical  examination  by one or more  physicians,  selected  by the
Committee,  to be able to engage in regular  employment  with the  Employer  and
refuses an offer of employment  of the  Employer,  or (d) refuses to undergo any
medical  examination  requested  by  the  Committee,  provided  that  a  medical
examination  shall not be required  more  frequently  than twice in any calendar
year. If  entitlement  to a Disability  Retirement  Pension ceases in accordance
with the provisions of this paragraph, such a Participant shall not be prevented
from  qualifying  for a  Pension  under  another  provision  of the Plan and the
Pension  subsequently  payable to such Participant shall be reduced by an amount
which is the Actuarial Equivalent of the benefits the Participant has previously
received.

4.3 Deferred  Vested  Pension.  A  Participant  shall be eligible for a Deferred
Vested  Pension  in  accordance  with  the  provisions  of  Section  5.4  if his
employment  is terminated  before death or  Retirement  in  accordance  with the
following vesting schedule:

     Number of Years of Vesting Service                  Vested Interest
     ----------------------------------                  ---------------
            Less than 5                                        0%
             5 or more                                       100%

Notwithstanding  the above, a Participant's  vested percentage shall not be less
than his vested  percentage  determined  as of December 31,  1990,  based on the
provisions of the Plan immediately prior to this amendment and restatement.

If the Plan's vesting schedule is amended or the Plan is amended in any way that
directly or indirectly affects the computation of a participant's nonforfeitable
percentage, or if the Plan is deemed amended by an automatic change to or from a
top-heavy  vesting  schedule,  each Participant with at least 3 Years of Vesting
Service  with the  Employer  may  elect  within a  reasonable  period  after the
adoption  of the  amendment  or change,  to have his  nonforfeitable  percentage
computed  under  the plan  without  regard  to such  amendment  or  change.  For
Participants  who do not have at  least  one Hour of  Service  in any Plan  Year
beginning  after December 31, 1988,  the preceding  sentence shall be applied by
substituting  "5 Years of Service" for "3 Years of Service"  where such language
appears.

The period  during which the election may be made shall  commence  with the date
the amendment is adopted or deemed to be made and shall end on the latest of:

(1) 60 days after the amendment is adopted;

(2) 60 days after the amendment becomes effective; or

(3) 60 days after the  Participant  is issued written notice of the amendment by
the Employer or Committee.

                                   Article V.

                               AMOUNT OF BENEFIT

5.1 Normal  Retirement  Pension.  Subject to the  provisions of Section 5.5, the
annual amount of the Normal  Retirement  Pension on the basis of a straight life
annuity shall be calculated using the following formula:

22.75% of Average Plan Compensation, reduced by 1/25th for each Year of Credited
Service less than 25 at Normal Retirement Date plus

22.75% of Average Plan Compensation in excess of the Integration Level,  reduced
by 1/35th for each Year of Credited  Service  less than 35 at Normal  Retirement
Date

The Integration Level shall be the greater of (a) or (b) where:

(a) equals one-half (1/2) of Covered  Compensation for an individual who attains
his Social Security Retirement Age during the Plan Year and

(b) equals $10,000.

Notwithstanding  the above, the annual amount of the Normal  Retirement  Pension
shall not be less than the following:

If the Participant's date of entry into the Plan was January 1, 1990 or earlier,
the minimum annual Normal Retirement Pension shall be $3,000,  regardless of the
Participant's Years of Credited service. If the Participant's date of entry into
the Plan was after January 1, 1990, the minimum annual Normal Retirement Pension
shall be $3,000,  reduced by 1/25th for each Year of Credited  Service less than
25 at Normal Retirement Date.

5.2 Pension for Late  Retirement.  Effective  January 1, 1988,  credit  shall be
given for Service and Compensation after a Participant's Normal Retirement Date.
At the Participant's termination of employment after his Normal Retirement Date,
he shall  thereupon be entitled to receive an annual  Pension which shall be the
amount  calculated  using the formula  contained in Section 5.1 based on Service
and Compensation through his termination of employment.

Effective January 1, 1996,  notwithstanding  the foregoing,  the Participant may
elect in writing to have his Pension  commence on the first day of any  calendar
month  after his Normal  Retirement  Date and before his actual  termination  of
employment.  In such case,  the amount of his Pension shall be calculated  using
the formula  contained in Section 5.1 based on Service and Compensation  through
the  elected  benefit   commencement   date.  Upon  subsequent   termination  of
employment,  the Participant's benefit will be adjusted to take into account any
Service completed and Compensation earned after his initial benefit commencement
date if recognition of such additional  Service and Compensation would result in
an increase in the Participant's benefit.

5.3 Disability Retirement Pension. Subject to the provisions of Section 5.5, the
annual Disability Retirement Pension shall be equal to the Participant's Accrued
Benefit  based  upon  Years of  Credited  Service  and  Compensation  to date of
Disability.  Payment  shall be made as provided in Section 4.2. The payment of a
Disability  Retirement Pension shall be in lieu of any other Pension for which a
Participant  might  otherwise  qualify  hereunder  and  once a  Participant  has
qualified and is receiving a Pension under another provision hereof, he shall be
ineligible to receive a Disability Retirement Pension.

5.4 Deferred  Vested  Pension.  The amount of a  Participant's  Deferred  Vested
Pension  on the basis of a straight  life  annuity  commencing  as of his Normal
Retirement  Date  shall  be equal  to his  Accrued  Benefit  at  termination  of
employment.

5.5 Limitation on Benefits. Anything to the contrary notwithstanding,  a Pension
computed under this Article V shall be subject to the following:

(a) Maximum Benefit.  The maximum benefit,  when expressed as a monthly Pension,
shall not  exceed the lesser of (1)  $7,500,  as  adjusted  in  accordance  with
section  5.5(b) (the "Defined  Benefit Dollar  Limitation"),  or (2) 100% of the
Participant's average monthly compensation during the three consecutive calendar
years when the 415 Compensation  paid to him was the highest (the  "Compensation
Limitation"), subject to the following:

(A) The maximum shall apply to the Pension payable to the Participant  either as
a Joint and Survivor Annuity described in Sections 6.1 and 6.2 or pursuant to an
option  described  in  Section  6.3  where  the  contingent   annuitant  is  the
Participant's  spouse;  but if the  Pension  is payable in a form other than the
foregoing and other than the straight  life annuity,  the maximum shall apply to
the straight life annuity which is the Actuarial Equivalent of such Pension. For
Limitation Years beginning  before January 1, 1995, such actuarially  equivalent
straight  life annuity is equal to the greater of the annuity  benefit  computed
using the interest rate specified in Section 2.1(b) or 5 percent. For Limitation
Years  beginning after December 31, 1994, the  actuarially  equivalent  straight
life annuity is equal to the greater of the annuity  benefit  computed using the
interest rate and mortality table (or other tabular factor) specified in Section
2.1(b),  and the  annuity  benefit  computed  using a 5  percent  interest  rate
assumption and the GATT Mortality Table (as defined in Section 2.1(aa)(ii)). The
annual  benefit  does  not  include  any  benefits   attributable   to  Employee
contributions  or  rollover  contributions,  or the  assets  transferred  from a
qualified plan that was not maintained by the Employer.

If the  Participant  has less than 10 years of  participation  in the Plan,  the
Defined  Benefit  Dollar  Limitation  is reduced by  one-tenth  for each year of
participation  (or part  thereof)  less  than ten.  To the  extent  provided  in
regulations or in other guidance  issued by the Internal  Revenue  Service,  the
preceding  sentence shall be applied  separately  with respect to each change in
the benefit structure of the plan. If the Participant has less than ten Years of
Service with the employer,  the Compensation  Limitation is reduced by one-tenth
for each Year of Service (or part  thereof)  less than ten. The  adjustments  of
this  subsection (A) shall be applied in the  denominator of the defined benefit
fraction  based upon Years of Service.  For  purposes of  computing  the defined
benefit fraction only for Limitation  Years beginning  January 1, 2000, Years of
Service  shall  include  future  years of service (or part  thereof)  commencing
before the Participant's Normal Retirement Date. Such future years shall include
the year which contains the date the Participant reaches Normal Retirement Date,
only if it can be reasonably  anticipated  that the  Participant  will receive a
Year of Service for such year, or the year in which the  Participant  terminates
employment, if earlier.

The  Participant  shall be credited  with a year of  participation  (computed to
fractional  parts of a year) for each accrual  computation  period for which the
following  conditions are met: (i) The Participant is credited with at least the
number of Hours of Service  for benefit  accrual  purposes,  required  under the
terms of the Plan in order to  accrue  a  benefit  for the  accrual  computation
period,  and (ii)  the  Participant  is  included  as a  Participant  under  the
eligibility  provisions  of  the  Plan  for at  least  one  day  of the  accrual
computation  period.  If these two  conditions are met, the portion of a year of
participation  credited  to the  Participant  shall  equal the amount of benefit
accrual service credited to the Participant for such accrual computation period.
A Participant  who is  permanently  and totally  disabled  within the meaning of
Section  415(c)(3)(C)(i)  of the Code for an accrual  computation  period  shall
receive a year of participation with respect to that period. In addition,  for a
Participant to receive a year of participation  (or part thereof) for an accrual
computation  period,  the Plan must be established no later than the last day of
such  accrual  computation  period.  In no  event  will  more  than  one year of
participation be credited for any 12-month period.

(B) If the annual benefit of the Participant  commences before the Participant's
Social  Security  Retirement  Age,  but on or after age 62, the Defined  Benefit
Dollar  Limitation  as reduced  above,  if  necessary,  shall be  determined  as
follows:


(i)  If a  Participant's  Social  Security  Retirement  Age is  65,  the  dollar
limitation for benefits  commencing on or after age 62 is determined by reducing
the Defined  Benefit  Dollar  Limitation by 5/9 of one percent for each month by
which benefits  commence before the month in which the  Participant  attains age
65.

(ii) If a Participant's  Social Security  Retirement Age is greater than 65, the
dollar  limitation  for benefits  commencing on or after age 62 is determined by
reducing the Defined Benefit Dollar Limitation by 5/9 of one percent for each of
the first 36 months and 5/12 of one  percent for each of the  additional  months
(up  to  24  months)  by  which  benefits  commence  before  the  month  of  the
Participant's Social Security Retirement Age.

(iii)  Social  Security  Retirement  Age:  Age 65 in the  case of a  Participant
attaining age 62 before January 1, 2000 (i.e., born before January 1, 1938), age
66 for a  Participant  attaining  age 62 after  December  31,  1999,  and before
January 1, 2017 (i.e.,  born after  December  31,  1937,  but before  January 1,
1955),  and age 67 for a Participant  attaining  age 62 after  December 31, 2016
(i.e., born after December 31, 1954).

(C) If the  annual  benefit  of a  Participant  commences  prior to age 62,  the
Defined  Benefit  Dollar  Limitation  shall  be an  annual  benefit  that is the
actuarial  equivalent of the Deferred  Benefit Dollar  Limitation for age 62, as
determined  above,  reduced for each month by which benefits commence before the
month in which the Participant  attains age 62.  Effective  August 13, 1996, the
annual  benefit  beginning  prior to age 62 shall be determined as the lesser of
the  equivalent  annual  benefit  computed using the interest rate and mortality
table  specified in Section  2.1(b) and the equivalent  annual benefit  computed
using a 5 percent  interest  rate and the GATT  Mortality  Table (as  defined in
Section  2.1(aa)(ii)).  Any decrease in the defined  benefit  dollar  limitation
determined  in  accordance  with  this  subsection  (C) shall  not  reflect  the
mortality  decrement to the extent that benefits will not be forfeited  upon the
death of the Participant.

(D) If the annual  benefit of a Participant  commences  after the  Participant's
Social Security Retirement Age, the Defined Benefit Dollar Limitation as reduced
in (A)  above,  if  necessary,  shall be  adjusted  so that it is the  actuarial
equivalent  of an annual  benefit of such  Dollar  Limitation  beginning  at the
Participant's   Social   Security   Retirement   Age.  To  determine   actuarial
equivalence,  the  interest  rate  assumption  used is the  lesser  of the  rate
specified in section 2.1(b) of the Plan or 5 percent. Effective August 13, 1996,
the equivalent annual benefit beginning after the Participant's  social security
retirement  age  shall be  determined  as the  lesser of the  equivalent  annual
benefit  computed  using the  interest  rate and  mortality  table  specified in
Section  2.1(b),  and the equivalent  annual benefit  computed using a 5 percent
interest rate  assumption  and the GATT  Mortality  Table (as defined in Section
2.1(aa)(ii)).

(E) Notwithstanding  anything else in this Section to the contrary,  the benefit
otherwise  accrued or payable to a  Participant  under this Plan shall be deemed
not to exceed the Defined Benefit Dollar Limitation if:

(i) the  retirement  benefits  payable for a Plan Year under any form of benefit
with  respect to such  Participant  under this Plan and under all other  defined
benefit plans (regardless of whether terminated) ever maintained by the Employer
do not exceed $1,000 multiplied by the Participant's  number of Years of Service
or parts thereof (not to exceed 10) with the Employer; and

(ii) the Employer has not at any time maintained a defined  contribution plan, a
welfare benefit plan, or an individual  medical account in which the Participant
participated.

(F)  In  the  case  of  a  Participant  who  has  separated  from  service,  the
Participant's   compensation   for  purposes  of  calculating  the  Compensation
Limitation will be automatically  adjusted by multiplying  such  compensation by
the cost of living adjustment factor prescribed by the Secretary of the Treasury
under ss.  415(d) of the Code in such manner as the Secretary  shall  prescribe.
The adjusted  compensation  amount will apply to Limitation  Years ending within
the calendar year of the date of the adjustment.

(b) For all purposes of this Plan,  the Defined  Benefit  Dollar  Limitation  of
$7,500 shall be automatically  adjusted by multiplying such limit by the cost of
living  adjustment  factor  prescribed  by the  Secretary of the Treasury  under
Section 415(d) of the Code in such manner as the Secretary shall prescribe. As a
result of such an adjustment, a Pension which had been limited by the provisions
of this Section in a previous Plan Year may be increased  with respect to future
payments to the lesser of the adjusted Defined Benefit Dollar  Limitation amount
or the amount of Pension  which would have been payable  under this Plan without
regard to the provisions of this Section 5.5.

(c) Notwithstanding the foregoing, the otherwise permissible annual benefits for
any Participant  under this Plan may be further reduced to the extent necessary,
as determined by the Committee,  to prevent  disqualification  of the Plan under
Section 415 of the Code, which imposes the following  additional  limitations on
the benefits  payable to Participants  who also may be  participating in another
tax  qualified  pension,  profit  sharing,  savings  or stock  bonus plan of the
Employer:

Effective  for  Limitation  Years  beginning  before  January  1,  2000,  if  an
individual is a Participant at any time in both a defined benefit plan and a (1)
defined  contribution  plan;  (2) welfare  benefit  fund,  as defined in Section
419(e) of the Code,  maintained  by the Employer;  or (3) an individual  medical
account,  as defined in Section 415(l) (2) of the Code, which provides an annual
addition,  maintained  by the  Employer,  the sum of the  defined  benefit  plan
fraction and the defined  contribution  plan  fraction for any Plan Year may not
exceed 1.0. The defined  benefit plan  fraction for any Plan Year is a fraction,
the numerator of which is the  Participant's  projected annual benefit under the
Plan  (determined at the close of the Plan Year) and the denominator of which is
the lesser of (a) 1.25  multiplied by the larger of the Defined  Benefit  Dollar
Limitation,  as adjusted, or (b) 1.4 multiplied by the Compensation  Limitation.
The defined  contribution  plan  fraction  for any Plan Year is a fraction,  the
numerator  of  which is the sum of the  annual  additions  to the  Participant's
accounts in such Plan Year and for all prior Plan Years and the  denominator  of
which is the sum of the applicable  maximum  accounts of annual  additions which
could have been made under Section 415(c) of the Code for such Plan Year and for
all prior years of such  Participant's  employment  (assuming  for this purpose,
that said  Section  415(c) had been in effect  during  such  prior  years) . The
applicable maximum amount for any Plan Year shall be equal to the lesser of 1.25
multiplied  by the dollar  limitation in effect for such Plan Year under Section
415 (c) (1) (A) of the Code after  adjustment  under Section 415(d) of the Code,
or 35% of the Participant's 415 Compensation for such Plan Year.

For purposes of the above limitation, all defined benefit plans of the Employer,
whether or not terminated, are to be treated as one defined benefit plan and all
defined contribution plans of the Employer whether or not terminated,  are to be
treated as one defined contribution plan. In addition, all defined benefit plans
of  Affiliated  Employers  and all  defined  contribution  plans  of  Affiliated
Employers  shall be aggregated for this purpose.  For purposes of this paragraph
only, an Affiliated  Employer shall be determined under Sections 414 (b) and (c)
of the Code by application  of a 50% control  standard in lieu of an 80% control
standard.  The  extent to which the  benefit  payable  under  this Plan shall be
reduced as compared with the extent to which the annual  benefit under any other
defined benefit plans or defined contribution plans shall be reduced in order to
achieve  compliance  with the  limitations  of Section  415 of the Code shall be
determined  by the  Committee in such a manner so as to maximize  the  aggregate
benefits payable to such Participant.  If such reduction is under this Plan, the
Committee  shall advise affected  Participants  of any additional  limitation on
their annual benefits required by this paragraph.

The above  limitations are intended to comply with the provisions of Section 415
of the Code, as amended,  so that the maximum benefits  provided by plans of the
Employer shall be exactly equal to the maximum amounts allowed under Section 415
of the Code and regulations thereunder.  If there is any discrepancy between the
provisions of this Section 5.5 and the provisions of Section 415 of the Code and
regulations  thereunder,  such discrepancy shall be resolved in such a way as to
give full effect to the provisions of Section 415 of the Code.

5.6 Top-Heavy Provisions. The following provisions shall become effective in any
Plan  Year in  which  the Plan is  determined  to be a  Top-Heavy  Plan and will
supersede any conflicting provisions in the Plan.

(a) Minimum Accrued Benefit.  Notwithstanding  any other provisions in this Plan
except in the paragraph  immediately below, for any Plan Year in which this Plan
is Top-Heavy, each Participant who is not a Key Employee and has completed 1,000
Hours of  Service  will  accrue a benefit  (to be  provided  solely by  Employer
contributions  and expressed as an annual  straight  life annuity  commencing at
Normal  Retirement  Age) of not less  than  two  percent  of his or her  highest
average  compensation for the five  consecutive  years for which the Participant
had the highest  compensation.  The aggregate  compensation for the years during
such  five-year  period in which the  Participant  was  credited  with a Year of
Service  will be  divided  by the  number  of such  years in order to  determine
average annual compensation. The minimum accrual is determined without regard to
any Social Security contribution.  The minimum accrual applies even though under
other Plan provisions the Participant would not otherwise be entitled to receive
an accrual, or would have received a lesser accrual for the year because (1) the
Participant  fails  to  make  mandatory  contributions  to  the  Plan,  (2)  the
Participant's  compensation is less than a stated amount, (3) the Participant is
not employed on the last day of the accrual  computation period, or (4) the plan
is integrated with Social Security.

No additional benefit accruals shall be provided pursuant to the above paragraph
to the extent that the total accruals on behalf of the Participant  attributable
to Employer  contributions  will provide a benefit  expressed as a straight life
annuity commencing at Normal Retirement Age that equals or exceeds 20 percent of
the  Participant's  highest average  Compensation for the five consecutive years
for which the Participant had the highest compensation. All accruals of Employer
derived  benefit,  whether  or not  attributable  to years for which the Plan is
Top-Heavy, may be used in computing whether the minimum accrual requirements are
satisfied.  The  provisions  in the  paragraph  above  shall  not  apply  to any
Participant  to the extent that the  Participant is covered under any other plan
or plans of the  Employer  and the  Employer has provided in the other plan that
the minimum allocation or benefit requirement  applicable to this Top-Heavy Plan
will be met in the other plan or plans.

For purposes of computing the minimum accrued benefit,  compensation  shall mean
415 Compensation.

If the form of benefit is other than a straight life annuity,  the Employee must
receive an amount that is the Actuarial  Equivalent of the minimum straight life
annuity. If the benefit commences at a date other than at Normal Retirement Age,
the Employee must receive at least an amount that is the Actuarial Equivalent of
the minimum straight life annuity benefit commencing at Normal Retirement Age.

The  minimum   Accrued   Benefit   required  (to  the  extent   required  to  be
nonforfeitable  under  Section  416(b))  may  not be  forfeited  under  Sections
411(a)(3)(B) or 411(a)(3)(D) of the Code.

(b) Minimum Vesting.  Notwithstanding  the provisions of Sections 4.3 and 5.4, a
Participant  shall be eligible for a Deferred Vested Pension,  if while the Plan
is a Top-Heavy  Plan,  his  employment is terminated  before death or Retirement
after he has  completed at least 2 Years of Service.  The amount of his Deferred
Vested  Pension on the basis of a straight  life  annuity,  commencing as of his
Normal  Retirement  Date shall be equal to his vested  percentage of his Accrued
Benefit, determined in accordance with the following table:

          Years of Service                      Vested Percentage
          ----------------                      -----------------
            less than 3                                  0%
             3 or more                                 100%

The  minimum  vesting  schedule  applies to all  benefits  within the meaning of
Section  411(a)  (7)  of  the  Code  except  those   attributable   to  Employee
contributions,  including  benefits accrued before the effective date of Section
416 of the Code and benefits accrued before the Plan became Top-Heavy.  Further,
no decrease in a Participant's  nonforfeitable percentage may occur in the event
the  Plan's  status  as  Top-Heavy  changes  for any Plan  Year.  However,  this
subsection does not apply to the Accrued Benefit of any Participant who does not
have an Hour of Service after the Plan has initially  become  Top-Heavy and such
Participant's  Accrued Benefit  attributable to Employer  contributions  will be
determined without regard to this subsection.

If the vesting  schedule  under the Plan shifts in and out of the above schedule
for any Plan Year  because  of the  Plan's  Top-Heavy  status,  such shift is an
amendment  of the vesting  schedule  and the election in Section 4.3 of the Plan
applies.

(c)  Impact  on  Maximum  Benefits.  For any Plan  Year in  which  the Plan is a
Top-Heavy Plan,  Section 5.5 shall be read by substituting the number "1.00" for
the number "1.25" wherever it appears therein,  except such  substitution  shall
not have the effect of reducing any benefit accrued under a defined benefit plan
prior to the first day of the year in which this provision becomes applicable.

(d) Top-Heavy Definitions.

(1) Key  Employee.  A Key Employee is any Employee or former  Employee  (and the
beneficiaries  of such Employee) who at any time during the Plan Year containing
the Determination  Date, or the four preceding Plan Years, was (1) an officer of
the Employer having annual compensation for such Plan Year which is in excess of
50 percent of the dollar  limit in effect  under  Section  415(b) (1) (A) of the
Code; (2) an owner (or considered an owner under Section 318 of the Code) of one
of the ten largest  interests  in the Employer  and having  annual  compensation
greater than the dollar limit in effect under Section  415(c)(1)(A) of the Code;
(3) a  five-percent  owner of the  Employer;  or (4) a one percent  owner of the
Employer who has annual compensation of more than $150,000.  Annual compensation
means 415  Compensation,  but  including  amounts  contributed  by the  Employer
pursuant  to  a  salary  reduction  agreement  which  are  excludable  from  the
Employee's gross income under Section 125, Section 402(a)(8),  Section 402(h) or
Section 403(b) of the Code. The  determination  of who is a Key Employee will be
made in  accordance  with  Section  416(i)(1)  of the Code  and the  regulations
thereunder.

(2)  Non-Key  Employee.  A Non-Key  Employee  is any  Employee  who is not a Key
Employee. Non-Key Employees include Employees who are former Key Employees.

(3) Top-Heavy Plan. For any Plan Year beginning  December 31, 1983, this Plan is
Top-Heavy if any of the following conditions exists:

(A) If the Top-Heavy Ratio for this Plan exceeds 60 percent and this Plan is not
part of any Required Aggregation Group or Permissive Aggregation Group of plans.

(B) If this Plan is a part of a Required Aggregation Group of plans but not part
of a Permissive Aggregation Group and the Top-Heavy Ratio for the group of plans
exceeds 60 percent.

(C) If  this  Plan is a part  of a  Required  Aggregation  Group  and  part of a
Permissive Aggregation Group of plans and the Top-Heavy Ratio for the Permissive
Aggregation Group exceeds 60 percent.

(4) Top-Heavy Ratio.

(A) If the Employer maintains one or more defined benefit plans and the Employer
has not  maintained  any defined  contribution  plan  (including  any Simplified
Employee  Pension  Plan),  which  during  the  five-year  period  ending  on the
Determination Date(s) had or has had account balances,  the Top-Heavy Ratio for,
this  Plan  alone  or for  the  Required  or  Permissive  Aggregation  Group  as
appropriate  is a  fraction,  the  numerator  of which is the sum of the Present
Value of accrued benefits of all Key Employees as of the  Determination  Date(s)
(including any part of any accrued benefit  distributed in the five-year  period
ending on the  Determination  Date(s)) , and the denominator of which is the sum
of the Present Value of all accrued benefits  (including any part of any accrued
benefit distributed in the five-year period ending on the Determination  Date(s)
determined  in  accordance  with  Section  416 of the Code  and the  regulations
thereunder.

(B) If the Employer maintains one or more defined benefit plans and the Employer
maintains or has maintained one or more defined  contribution  plans  (including
any Simplified  Employee  Pension Plan) which during the five-year period ending
on the Determination Date(s) has or has had any account balances,  the Top-Heavy
Ratio for any  Required or  Permissive  Aggregation  Group as  appropriate  is a
fraction,  the  numerator  of which is the sum of the  Present  Value of accrued
benefits  under  the  aggregated  defined  benefit  plan  or  plans  for all Key
Employees,  determined  in  accordance  with (A)  above,  and the sum of account
balances under the  aggregated  defined  contribution  plan or plans for all Key
Employees as of the Determination  Date(s),  and the denominator of which is the
sum of the  Present  Value of  accrued  benefits  under the  aggregated  defined
benefit plan or plans,  determined in accordance with (A) above, and the account
balances  under  the  aggregated  defined  contribution  plan or  plans  for all
Participants  as of the  Determination  Date (s) , all  determined in accordance
with  Section  416 of the  Code  and the  regulations  thereunder.  The  account
balances under a defined contribution plan in both the numerator and denominator
of the Top-Heavy Ratio are increased for any  distribution of an account balance
made in the five-year period ending on the Determination Date.

(C) For  purposes  of (A) and (B) above the value of  account  balances  and the
Present  Value of accrued  benefits  will be  determined  as of the most  recent
Valuation Date that falls within or ends with the 12-month  period ending on the
Determination  Date,  except  as  provided  in  Section  416 of the Code and the
regulations  thereunder for the first and second plan years of a defined benefit
plan. The account  balances and accrued benefits of a Participant (i) who is not
a Key Employee  but who was a Key Employee in a prior year,  or (ii) who has not
been  credited  with at least one Hour of service with any employer  maintaining
the Plan at any time during the  five-year  period  ending on the  Determination
Date will be disregarded. The calculation of the Top-Heavy Ratio, and the extent
to which distributions,  rollovers, and transfers are taken into account will be
made in accordance with Section 416 of the Code and the regulations  thereunder.
Deductible employee contributions will not be taken into account for purposes of
computing  the  Top-Heavy  Ratio.  When  aggregating  plans the value of account
balances  and  accrued  benefits  will  be  calculated  with  reference  to  the

Determination Dates that fall within the same calendar year.

The  accrued  benefit  of a  Participant  other  than a Key  Employee  shall  be
determined  under (i) the method,  if any,  that  uniformly  applies for accrual
purposes under all defined benefit plans maintained by the Employer,  or (ii) if
there is no such method,  as if such  benefit  accrued not more rapidly than the
slowest accrual rate permitted under the fractional rule of Section 411(b)(1)(C)
of the Code.

(5) Permissive  Aggregation Group. The Required  Aggregation Group of plans plus
any other plan or plans of the Employer  which,  when considered as a group with
the Required  Aggregation  Group,  would continue to satisfy the requirements of
Sections 401(a)(4) and 410 of the Code.

(6) Required Aggregation Group. (A) Each qualified plan of the Employer in which
at least one Key Employee  participates  or  participated at any time during the
Determination  Period  (regardless of whether the plan has terminated) , and (B)
any other  qualified  plan of the Employer which enables a plan described in (A)
to meet the requirements of Sections 401(a)(4) or 410 of the Code.

(7) Determination Date. For any Plan Year subsequent to the first Plan Year, the
last day of the preceding  Plan Year.  For the first Plan Year of the plan,  the
last day of that Plan Year.

(8) Valuation Date. The first day of each Plan Year.

(9)  Present  Value.  Present  Value  shall be based  only on the  interest  and
mortality rates specified in Section 2.1(b).

5.7 Death Benefit.

(a) Surviving  Spouse.  If a Participant shall die while in the active employ of
the Employer,  the Participant's  Surviving Spouse shall be paid a death benefit
in the form of a  straight  life  annuity  in an amount  equal to the  Actuarial
Equivalent of the Participant's  Accrued Benefit at his date of death commencing
as of the first day of the month  conceding with or next following the date that
would have been the Participant's Normal Retirement Date. Benefits payable under
this section  shall be in lieu of any other  benefits  payable  pursuant to this
Plan.

(b) Unmarried  Participant.  If an unmarried  Participant shall die while in the
active employ of the Employer,  the  Participant's  beneficiary  shall be paid a
death  benefit  in  an  amount  equal  to  the   Actuarial   Equivalent  of  the
Participant's  account balance, if any, under the Prior Plan as of September 10,
1986.

(c) Lump Sum Cash-Out. In the event that the Present Value of Accrued Benefit of
the  death  benefit  payable  pursuant  to (a) or (b)  above is not in excess of
$3,500 ($5,000 in Plan Years  beginning  after August 5, 1997),  payment of such
death benefit shall be made in one lump sum payment.

5.8 Veterans Remployment Rights.  Notwithstanding any provision of this
Plan to the contrary,  contributions,  benefits, and service credit with respect
to qualified  military service will be provided in accordance with ss. 414(u) of
the Code, effective December 12, 1994.

                                  Article VI.

                    MANNER OF PAYMENT AND OPTIONAL BENEFITS

The  provisions  of this  Article  shall take  precedence  over any  conflicting
provision in this Plan and shall apply to any  Participant  who is credited with
at least one Hour of Service with the Employer on or after August 23, 1984,  and
such other  Participants  as  provided  in Section  6.4.  Any  annuity  contract
distributed here from must be nontransferable.

6.1 Definitions.

(a) Annuity Starting Date. The first day of the first period for which an amount
is paid as an annuity or in any other form.

(b) Earliest  Retirement  Age. The earliest date on which,  under the Plan,  the
Participant could elect to receive retirement benefits.

(c) Qualified Election.  A waiver of a Qualified Joint and Survivor Annuity. Any
waiver of a Qualified Joint and Survivor Annuity shall not be effective  unless:
(1) the  Participant's  Spouse  consents  in  writing to the  election;  (2) the
election  designates a specific  alternate  beneficiary,  including any class of
beneficiaries or any contingent beneficiaries,  which may not be changed without
spousal consent (or the spouse expressly permits designations by the Participant
without any further spousal consent;  (3) the Spouse's consent  acknowledges the
effect  of the  election;  (4)  the  Spouse's  consent  is  witnessed  by a Plan
representative  or notary  public;  and (5) the  election  designates  a form of
benefit  payment which may not be changed without spousal consent (or the Spouse
expressly  permits  designations by the Participant  without any further spousal
consent). If it is established to the satisfaction of a Plan representative that
such  written  consent  may not be  obtained  because  there is no Spouse or the
Spouse cannot be located, a waiver will be deemed a Qualified Election.

Any consent by a Spouse obtained under this provision (or establishment that the
consent of a Spouse may not be obtained) shall be effective only with respect to
such Spouse. A consent that permits  designations by the Participant without any
requirement of further consent by such Spouse must  acknowledge  that the Spouse
has the right to limit consent to a specific beneficiary, and a specific form of
benefit where applicable,  and that the Spouse  voluntarily elects to relinquish
either or both of such rights.  A revocation  of a prior waiver may be made by a
Participant  without  the  consent  of the  Spouse  at  any  time  prior  to the
commencement  of benefits.  The number of revocations  shall not be limited.  No
consent  obtained under this provision shall be valid unless the Participant has
received notice as provided in Section 6.2(c) below.

(d) Qualified Joint and Survivor  Annuity.  An immediate annuity for the life of
the Participant  with a survivor  annuity for the life of the Spouse which is 50
percent of the amount of the annuity which is payable  during the joint lives of
the  Participant  and the Spouse and which is the  Actuarial  Equivalent  of the
normal form of benefit (the Pension determined under Article V), or, if greater,
any optional form of benefit.

(e)  Vested  Accrued  Benefit.  The value of the  Participant's  vested  Accrued
Benefit derived from Employer and Employee contributions  (including rollovers).
The provisions of this Article VI shall apply to a Participant  who is vested in
amounts attributable to Employer contributions, Employee contributions (or both)
at the time of death or distribution.

Section 6.02  Payment of Pension.  All  Pensions  payable  pursuant to Article V
shall be paid by the Trustee,  acting under the instructions of the Committee in
monthly  installments of one twelfth (1/12) of the annual amount payable,  which
monthly  installments  shall be computed to the nearest whole cent. Such monthly
installments  shall be  payable on the first of each  month  coinciding  with or
following the Normal Retirement Date or date of termination, if later.

(a) Qualified Joint and Survivor Annuity.  Unless an optional form of benefit is
selected pursuant to a Qualified Election within the 90-day period ending on the
Annuity Starting Date, a married  Participant's  Vested Accrued Benefit shall be
paid in the form of a Qualified  Joint and  Survivor  Annuity  and an  unmarried
Participant's  vested  Accrued  Benefit  shall be paid in the normal  form of an
immediate straight life annuity.

(b) Qualified  Preretirement  Survivor  Annuity.  If a  Participant  dies in the
active employ of the Employer, the Participant's  Surviving Spouse, if any, will
receive the benefit described in Section 5.7(a).

(c) Notice  Requirements.  In the case of a Qualified Joint and Survivor Annuity
as described in Section 6.2(a),  the Committee shall provide each Participant no
less than 30 days and no more than 90 days prior to the Annuity  Starting Date a
written  explanation  of: (1) the terms and conditions of a Qualified  Joint and
Survivor  Annuity;  (2) the  Participant's  right to make and the  effect  of an
election to waive the Qualified Joint and Survivor Annuity form of benefit;  (3)
the rights of a Participant's  Spouse; (4) the right to make, and the effect of,
a revocation of a previous  election to waive the  Qualified  Joint and Survivor
Annuity;  and (5) the relative  values of the various  optional forms of benefit
under the Plan.  Notwithstanding the foregoing,  the 30 day notice period may be
reduced to 7 days if the following requirements are satisfied:

(i) the  Participant  receives the notice  referred to above (the "QJSA Notice")
before electing a form of distribution;

(ii)  the  Participant   affirmatively  elects,  and  the  Spouse  consents  (if
necessary) to the form of distribution;

(iii) the Plan  Administrator  clearly  informs the  Participant  that he has at
least 30 days to  consider  whether to waive the  Qualified  Joint and  Survivor
Annuity and elect an alternate form of benefit;

(iv) the  Participant is allowed to revoke any  distribution  election under the
later of the commencement date or any time before the expiration of 7 days after
the date of the QJSA Notice is provided to the Participant;

(v) the  commencement  date is a date after the QJSA  Notice is  provided to the
Participant (even if such date is after the Annuity Starting Date); and

(vi) the distribution  begins no earlier than the expiration of 7 days after the
date the QJSA Notice was provided to the Participant.

(d) Time of Payment. Unless a Participant elects otherwise, in writing,  payment
of his  benefits  under this Plan shall be made or  commence  not later than the
sixtieth  day  after  the  latest  of the close of the Plan Year in which (1) he
attains age 65; (2) he terminates  service with the Employer;  or (3) occurs the
10th anniversary of the year in which the Participant commenced participation in
the Plan.

If a Participant who is receiving Normal Retirement  Pension payments returns to
the employ of the Employer,  his Pension shall be continued during his period of
employment.  Upon the Participant's  subsequent  termination of employment,  his
Pension shall be increased,  if applicable,  to reflect additional  Compensation
and Years of Credited Service.

(e) Lump Sum Cash-Out.  Notwithstanding  the other  requirements of this Section
6.2, in the event that a  Participant's  vested Present Value of Accrued Benefit
at the time of his  termination of employment is not in excess of $3,500 ($5,000
in Plan Years  beginning  after August 5, 1997),  payment of such vested portion
shall be made in one lump sum payment and the nonvested portion shall be treated
as a forfeiture.  However,  no such  distribution  may be made after the Annuity
Starting  Date  unless  elected  by the  Participant,  pursuant  to a  Qualified
Election.  For  purposes  of this  Section,  if the  vested  present  value of a
Participant's  Accrued Benefit is zero, the Participant  shall be deemed to have
received a distribution of such vested Accrued Benefit.

If an Employee receives a distribution pursuant to this section and the Employee
resumes covered employment under the Plan, he shall not receive credit for Years
of Credited Service upon which the previously distributed benefit was based. The
Employee shall have the right to restore such Years of Credited  Service and his
or her  employer-derived  Accrued  Benefit  (including  all  optional  forms  of
benefits and subsidies  relating to such benefits) to the extent  forfeited upon
the repayment to the Plan of the full amount of the distribution  plus interest,
compounded  annually from the date of  distribution  at the rate  determined for
purposes of Section 411(c)(2)(C) of the Code. Such repayment must be made before
the  earlier of five  years  after the first  date on which the  Participant  is
subsequently  reemployed  by the Employer or the date the  Participant  incurs 5
consecutive Breaks in Service following the date of distribution.

If an Employee is deemed to receive a distribution pursuant to this section, and
the  Employee  resumes  employment  covered  under the Plan  before the date the
Participant incurs 5 consecutive Breaks in Service upon the reemployment of such
Employee,  the  Employer-derived  Accrued Benefit and Years of Credited  Service
will be  restored  to the amount of such  Accrued  Benefit and Years of Credited
Service on the date of the deemed distribution.

6.3 Optional Forms of Benefit Payments.  In lieu of a Normal Retirement Pension,
a  Participant  may elect to receive a Pension  payable under one of the options
described below.

An option  shall be  elected in writing  on a form  approved  by the  Committee,
pursuant to a Qualified  Election as defined in Section 6.1(c) and shall be made
either:

(i) within the Election Period, or

(ii) within the 90-day period ending on the date benefit payments commence.  The
optional  form of  benefit  payment  shall be the  Actuarial  Equivalent  of the
straight life annuity computed for the Participant under Article V.

(a) Straight Life Annuity Option.  A Participant may elect to receive an annuity
payable for the life of the Participant  only with no further payments after the
Participant's death.

(b)  Period-Certain  and Life Option. A Participant may elect to receive a fixed
annuity with payments  guaranteed for the life of the Participant  with a period
certain.

(c) Contingent  Annuitant  Option. A Participant may elect to receive an annuity
payable during the joint lives of the  Participant and a person not more than 30
years  younger  than  the  Participant  as his  contingent  annuitant;  so that,
following  the death of the  Participant,  payment  of the  annuity  in the same
amount or in an amount equal to a percentage  of the  Participant's  annuity (as
elected by the  Participant)  shall  continue to the  contingent  annuitant,  if
surviving,  with the last payment to be made as of the first day of the month in
which the death of the contingent annuitant occurs.

6.4 Transitional Rules.

(a) Any living  Participant not receiving benefits on August 23, 1984, who would
otherwise not receive the benefits  prescribed by the previous  Sections of this
Article  must be given the  opportunity  to elect to have the prior  Sections of
this Article  apply if such  Participant  is credited  with at least one Hour of
Service  under this Plan or a  predecessor  plan in a Plan Year  beginning on or
after  January 1, 1976,  and such  Participant  had at least 10 years of vesting
service when he or she separated from Service.

(b) Any living  Participant  not receiving  benefits on August 23, 1984, who was
credited with at least one Hour of service under this Plan or a predecessor plan
on or after  September  2,  1974,  and who is not  otherwise  credited  with any
Service in a Plan Year beginning on or after January 1, 1976,  must be given the
opportunity to have his or her benefits paid in accordance with subparagraph (d)
of this  Section.

(c) The respective opportunities to elect (as described in subparagraphs (a) and
(b) above) must be afforded to the  appropriate  Participants  during the period
commencing on August 23, 1984, and ending on the date benefits  would  otherwise
commence to said Participants.

(d) Any Participant who has elected pursuant to subparagraph (b) of this Section
and any Participant who does not elect under subparagraph (a) above or who meets
the  requirements of (a) above,  except that such  Participant  does not have at
least 10 years of vesting  service when he or she separates from Service,  shall
have his or her benefits  distributed  in  accordance  with all of the following
requirements  if benefits would have been payable in the form of a straight life
annuity:

(1) Automatic  Joint and Survivor  Annuity if benefits in the form of a straight
life annuity become payable to a married Participant who:

(A) begins to receive payments under the Plan on or after Normal Retirement Age;
or

(B) dies on or after Normal Retirement Age while still working for the Employer;
or

(C) begins to receive  payments on or after the Qualified Early  Retirement Age;
or

(D) separates from Service an or after attaining  Normal  Retirement Age (or the
Qualified   Early   Retirement   Age)  and  after   satisfying  the  eligibility
requirements  for the payment of  benefits  under the Plan and  thereafter  dies
before  beginning to receive such benefits;  then such benefits will be received
under this Plan in the form of a Qualified  Joint and Survivor  Annuity,  unless
the Participant has elected  otherwise during the Election Period.  The Election
Period must begin at least 6 months  before the  Participant  attains  Qualified
Early  Retirement Age and end not more than 90 days before the  commencement  of
benefits.  Any election  hereunder shall be in writing and may be changed by the
Participant at any time prior to the date payments commence.

(2) Election of Early  Survivor  Annuity.  A Participant  who is employed  after
attaining the Qualified  Early  Retirement Age will be given the  opportunity to
elect,  during the Election Period, to have a survivor annuity payable on death.
If the Participant elects the survivor annuity, payments under such annuity must
not be less than the payments which would have been made to the Spouse under the
Qualified  Joint and Survivor  Annuity if the Participant had retired on the day
before his or her death.  Any election under this provision  shall be in writing
and may be changed by the Participant at any time. The election period begins on
the later of (A) the 90th day before the Participant attains the Qualified Early
Retirement Age, or (B) the date on which  participation  begins, and ends on the
date the Participant terminates employment

(3) For purposes of this Subparagraph (d):

(A) Qualified Early Retirement Age is the latest of:

(i) the earliest  date,  under the Plan, on which the  Participant  may elect to
receive retirement benefits,

(ii) the first day of the 120th month beginning  before the Participant  reaches
Normal Retirement Age, or

(iii) the date the Participant begins participation.

(iv)  Qualified  Joint and  Survivor  Annuity is an annuity  for the life of the
Participant  with a survivor  annuity for the life of the Spouse as described in
Section 6.1(d) of this Article.

6.5 Employment  After Normal  Retirement Date.  Effective  January 1, 1996, if a
Participant continues in the Employer's employ after his Normal Retirement Date,
no Pension  payments  shall be made during the period of  continued  employment,
except as elected by the  Participant  pursuant  to Section  5.2 or as  required
pursuant to Section 6.6(a).

6.6 Distribution Requirements.  Except as otherwise provided in Sections 6.1 and
6.2, the  requirements  of this  Section  shall apply to any  distribution  of a
Participant's interest and will take precedence over any inconsistent provisions
of this Plan.  Unless  otherwise  specified,  the provisions of this Section 6.6
apply to calendar years beginning after December 31, 1984.

All  distributions  required  under this Section shall be determined and made in
accordance with the proposed  regulations  under Section  401(a)(9) of the Code,
including the minimum  distribution  incidental  benefit  requirement of Section
1.401(a)(9)-2 of the proposed regulations.

(a)  Required  Beginning  Date.  The entire  interest of a  Participant  must be
distributed or begin to be distributed no later than the Participant's  Required
Beginning Date.

(b) Limits on Distribution  Periods. As of the first Distribution Calendar Year,
distributions,  if not made in a  single-sum,  may only be made  over one of the
following periods (or a combination thereof):

(1) the life of the Participant,

(2) the life of the Participant and a Designated Beneficiary, (1)

(3)  a  period  certain  not  extending   beyond  the  Life  Expectancy  of  the
Participant, or

(4) a period certain not extending beyond the joint and last survivor expectancy
of the Participant and a Designated Beneficiary.

(c) Determination of amount to be distributed each year.

(1)  If  the  Participant's  interest  is to be  paid  in the  form  of  annuity
distributions  under the Plan,  payments  under the  annuity  shall  satisfy the
following requirements:

(A)  the  annuity  distributions  must  be paid  in  periodic  payments  made at
intervals not longer than one year;

(B) the  distribution  period  must be over a life (or  lives)  or over a period
certain  not longer  than a Life  Expectancy  (or joint  life and last  survivor
expectancy) described in Section  401(a)(9)(A)(ii) or Section  401(a)(9)(B)(iii)
of the Code, whichever is applicable;

(C) the  Life  Expectancy  (or  joint  life and last  survivor  expectancy)  for
purposes  of  determining  the  period  certain  shall  be  determined   without
recalculation of Life Expectancy;

(D) once payments have begun over a period  certain,  the period certain may not
be lengthened even if the period certain is shorter than the maximum permitted;

(E) payments must either be nonincreasing or increase only as follows:

(i) with  any  percentage  increase  in a  specified  and  generally  recognized
cost-of-living index;

(ii) to the extent of the reduction to the amount of the Participant's  payments
to provide for a survivor benefit upon death, but only if the beneficiary  whose
life was being used to determine the distribution period described in Subsection
(b) above dies and the  payments  continue  otherwise  in  accordance  with that
Section over the life of the Participant;

(iii) to provide cash refunds of Employee  contributions  upon the Participant's
death; or

(iv) because of an increase in benefits under the Plan.

(F) If the annuity is a life annuity (or a life  annuity  with a period  certain
not exceeding 20 years),  the amount which must be  distributed on or before the
Participant's  Required  Beginning Date (or, in the case of distributions  after
the death of the  Participant,  the date  distributions  are  required  to begin
pursuant to Section 6.7 below)  shall be the payment  which is required  for one
payment interval.  The second payment need not be made until the end of the next
payment  interval even if that payment  interval ends in the next calendar year.
Payment  intervals  are the  periods  for which  payments  are  received,  e.g.,
bimonthly, monthly, semi-annually, or annually.

If the annuity is a period certain annuity  without a life  contingency (or is a
life annuity with a period  certain  exceeding 20 years)  periodic  payments for
each  distribution  calendar  year shall be  combined  and  treated as an annual
amount.  The amount  which must be  distributed  by the  Participant's  Required
Beginning  Date  (or,  in the  case of  distributions  after  the  death  of the
Participant,  the date  distributions  are required to begin pursuant to Section
6.7 below) is the annual amount for the first  Distribution  Calendar  Year. The
annual amount for other Distribution Calendar Years, including the annual amount
for the calendar year in which the Participant's Required Beginning Date (or the
date  distributions are required to begin pursuant to Section 6.7 below) occurs,
must be distributed on or before  December 31 of the calendar year for which the
distribution is required.

(2) Annuities  purchased  after  December 31, 1988, are subject to the following
additional conditions:

(A)  Unless  the  Participant's  Spouse is the  Designated  Beneficiary,  if the
Participant's  interest  is being  distributed  in the form of a period  certain
annuity  without a life  contingency,  the period certain as of the beginning of
the first  Distribution  Calendar  Year may not  exceed  the  applicable  period
determined using the table set forth in Q&A A-5 of Section  1.401(a)(9)-2 of the
proposed regulations.

(B) If the  Participant's  interest is being  distributed in the form of a joint
and  survivor  annuity  for the joint lives of the  Participant  and a nonspouse
beneficiary,  annuity  payments  to be  made  on or  after  . the  Participant's
Required  Beginning Date to the Designated  Beneficiary  after the Participant's
death  must not at any time  exceed the  applicable  percentage  of the  annuity
payment for such period that would have been  payable to the  Participant  using
the  table  set  forth  in  Q&A A6 of  Section  1.401(a)(9)-2  of  the  proposed
regulations.

(3)  Transitional  rule.  If  payments  under an  annuity  which  complies  with
Subsection   (c)  (1)  above  begin  prior  to  January  1,  1989,  the  minimum
distribution  requirements  in  effect  as of July  27,  1987,  shall  apply  to
distributions from this Plan,  regardless of whether the annuity form of payment
is  irrevocable.  This  transitional  rule  also  applies  to  deferred  annuity
contracts  distributed  to or owned by the  Employee  prior to  January 1, 1989,
unless  additional  contributions  are made under the Plan by the Employer  with
respect to such contract.

(4) If the form of  distribution  is an  annuity  made in  accordance  with this
Subsection (c), any additional benefits accruing to the Participant after his or
her Required  Beginning Date shall be distributed as a separate and identifiable
component of the annuity beginning with the first payment interval ending in the
calendar  year  immediately  following  the  calendar  year in which such amount
accrues.

(5) Any part of the Participant's interest which is in the form of an individual
account shall be distributed in a manner  satisfying the requirements of Section
401(a)(9) of the Code and the proposed regulations thereunder.

(d) Definitions.

(1) Designated Beneficiary.  The individual who is designated as the beneficiary
under the Plan in accordance with Section 401(a)(9) of the Code and the proposed
regulations thereunder.

(2) Distribution Calendar Year. A calendar year for which a minimum distribution
is required.  For distributions  beginning before the  Participant's  death, the
first Distribution  Calendar Year is the calendar year immediately preceding the
calendar year which  contains the  Participant's  Required  Beginning  Date. For
distributions  beginning after the Participant's  death, the first  Distribution
Calendar Year is the calendar year in which  distributions are required to begin
pursuant to Section 6.7 below.

(3) Life Expectancy. The life expectancy (or joint and last survivor expectancy)
calculated using the attained age of the Participant (or Designated Beneficiary)
as of the Participant's (or Designated Beneficiary's) birthday in the applicable
calendar  year.  The  applicable  calendar year shall be the first  Distribution
Calendar Year. If annuity payments commence before the Required  Beginning Date,
the applicable calendar year is the year such payments commence. Life expectancy
and joint and last  survivor  expectancy  are  computed  by use of the  expected
return  multiples  in  Tables  V and VI of  Section  1.72-9  of the  Income  Tax
Regulations. The life expectancy of the Participant and the Participant's spouse
may not be recalculated.

(4) Required Beginning Date. The Required Beginning Date of a Participant is the
later of the April 1 of the calendar  year  following the calendar year in which
the  Participant  attains age 70 1/2 or retires except that  distributions  to a
5-percent  Owner must commence by the April 1 of the calendar year following the
calendar year in which the Participant attains age 70 1/2.

(A) Any Participant  attaining age 70 1/2 after 1995 may elect by April 1 of the
calendar year  following the year in which the  Participant  attained age 70 1/2
(or by December 31, 1997 in the case of a  Participant  attaining  age 70 1/2 in
1996) to defer distributions until the calendar year following the calendar year
in which the Participant  retires.  If no such election is made, the Participant
will begin receiving distributions by the April 1 of the calendar year following
the year in which the  Participant  attained age 70 1/2 (or by December 31, 1997
in the case of a Participant attaining age 70 1/2 in 1996).

(B) Any  Participant  attaining  age 70 1/2  prior  to 1997  may  elect  to stop
distributions  and  recommence by the April 1 of the calendar year following the
year in which the  Participant  retires.  If such an election is made there is a
new Annuity Starting Date upon recommencement.

(C) 5-percent  owner. A Participant is treated as a 5-percent owner for purposes
of this Section if such  Participant is a 5-percent  owner as defined in Section
416(i) of the-Code (determined in accordance with Section 416 but without regard
to whether the Plan is  Top-Heavy)  at any time during the Plan Year ending with
or within  the  calendar  year in which  such  owner  attains  age 70 1/2 or any
subsequent Plan Year.

(D) Once distributions have begun to a 5-percent owner under this Section,  they
must  continue  to be  distributed,  even  if  the  Participant  ceases  to be a
5-percent owner in a subsequent year.

6.7 Death Distribution Provisions.

(a)  Distribution   beginning  before  death.  If  the  Participant  dies  after
distribution of his or her interest has commenced, the remaining portion of such
interest  shall  continue  to be  distributed  at least as  rapidly as under the
method of distribution being used prior to the Participant's death.

(b)  Distribution   beginning  after  death.  If  the  Participant  dies  before
distribution of his or her interest commences, distribution of the Participant's
entire  interest  shall  be  completed  by  December  31 of  the  calendar  year
containing the fifth anniversary of the Participant's death except to the extent
that an election is made to receive  distributions in accordance with (1) or (2)
below:

(1) If any  portion of the  Participant's  interest  is payable to a  Designated
Beneficiary,  distributions  may be made over the life or over a period  certain
not greater than the Life Expectancy of the Designated Beneficiary commencing on
or before  December 31 of the calendar year  immediately  following the calendar
year in which the Participant died;

(2) If the Designated  Beneficiary is the Participant's  Surviving  spouse,  the
date  distributions are required to begin in accordance with (1) above shall not
be earlier than the later of (A) December 31 of the  calendar  year  immediately
following the calendar year in which the Participant died and (B) December 31 of
the calendar year in which the Participant would have attained age 70 1/2.

If the Participant  has not made an election  pursuant to this Subsection (b) by
the time of his or her death,  the  Participant's  Designated  Beneficiary  must
elect the method of distribution no later than the earlier of (A) December 31 of
the calendar year in which  distributions  would be required to begin under this
section,  or (B)  December  31 of the  calendar  year which  contains  the fifth
anniversary of the date of death of the  Participant.  If the Participant has no
Designated Beneficiary, or if the Designated Beneficiary does not elect a method
of  distribution,  distribution  of the  Participant's  entire  interest must be
completed by December 31 of the calendar year  containing the fifth  anniversary
of the Participant's death.

(c) For  purposes  of  Subsection  (b), if the  Surviving  Spouse dies after the
Participant,  but before  payments  to such  Spouse  begin,  the  provisions  of
Subsection (b), with the exception of paragraph (2) therein, shall be applied as
if the Surviving Spouse were the Participant.

(d) For the  purposes  of this  Section  6.7,  distribution  of a  Participant's
interest is considered to begin on the  Participant's  Required  Beginning  Date
(or, if Subsection (c) above is applicable, the date distribution is required to
begin to the surviving Spouse pursuant to Subsection (b) above). If distribution
in the  form  of an  annuity  described  in  Section  6.6(c)  above  irrevocably
commences  to the  Participant  before the  Required  Beginning  Date,  the date
distribution is considered to begin is the date distribution actually commences.

(e)  For  purposes  of this  Section  6.7,  any  amount  paid to a child  of the
Participant  will be treated as if it had been paid to the  Surviving  Spouse if
the amount  becomes  payable to the Surviving  Spouse when the child reaches the
age of majority.

6.8 Transitional Rule. Notwithstanding the above requirements and
subject to the provisions of Sections 6.1 and 6.2, distribution on behalf of any
Employee, including a 5-percent owner, may be made in accordance with all of the
following requirements (regardless of when such distribution commences):

(a) The distribution by the trust is one which would not have  disqualified such
trust under  Section  401(a) (9) of the Code as in effect  prior to amendment by
the Deficit Reduction Act of 1984;

(b) The  distribution is in accordance with a method of distribution  designated
by the  Employee  whose  interest in the trust is being  distributed  or, if the
Employee is deceased, by a beneficiary of such Employee;

(c)  Such  designation  was  in  writing,  was  signed  by the  Employee  or the
beneficiary, and was made before January 1, 1984;

(d) The Employee had accrued a benefit under the Plan as of December 31, 1983;

(e) The method of  distribution  designated  by the Employee or the  beneficiary
specifies the time at which  distribution  will commence,  the period over which
distributions  will be  made,  and in the  case  of any  distribution  upon  the
Employee's death, the Beneficiaries of the Employee listed in order of priority.

A distribution  upon death will not be covered by this  transitional rule unless
the information in the designation contains the required  information  described
above  with  respect  to the  distributions  to be made  upon  the  death of the
Employee.

For any distribution which commences before January 1, 1984, but continues after
December 31, 1983, the Employee or the beneficiary to whom such  distribution is
being made, will be presumed to have designated the method of distribution under
which the distribution is being made if the method of distribution was specified
in writing and the  distribution  satisfies the  requirements in subsections (a)
and (e) above.

If a  designation  is revoked,  any  subsequent  distribution  must  satisfy the
requirements  of  Section  401(a)(9)  of the Code and the  proposed  regulations
thereunder. If a designation is revoked subsequent to the date distributions are
required to begin,  the trust must  distribute  by the end of the calendar  year
following the calendar year in which the revocation  occurs the total amount not
yet  distributed  which  would have been  required to have been  distributed  to
satisfy Section 401(a)(9) of the Code and the proposed  regulations  thereunder,
but for the Section  242(b)(2)  election.  For calendar  years  beginning  after
December  31,  1988,  such  distributions  must  meet the  minimum  distribution
incidental  benefit  requirements  in  Section  1.401(a)(9)-2  of  the  proposed
regulations.  Any  changes  in  the  designation  will  be  considered  to  be a
revocation of the  designation.  However,  the mere  substitution or addition of
another  beneficiary  (one not named in the  designation)  under the designation
will not be considered to be a revocation  of the  designation,  so long as such
substitution or addition does not alter the period over which  distributions are
to be made under the  designation,  directly  or  indirectly  (for  example,  by
altering  the  relevant  measuring  life).  In the case in which  an  amount  is
transferred  or rolled over from one plan to another plan,  the rules in Q&A J-2
and Q&A J-3 of Section 1.401(a)(9)-l of the proposed regulations shall apply.

6.9 Location of Participant or Beneficiary  Unknown.  Each  Participant and each
beneficiary of a deceased Participant shall file with the Committee from time to
time in writing, the Participant's or beneficiary's post office address and each
change of post office address. Any communication,  statement or notice addressed
to a Participant  or  beneficiary at the last known post office address shall be
binding on the Participant or beneficiary for all purposes of the Plan.  Neither
the Committee nor the Trustee shall be obligated to search for, or ascertain the
whereabouts of, any  Participant or beneficiary.  If the Employer or the Trustee
shall mail by registered or certified mail,  postage prepaid,  to the last known
address of a Participant or beneficiary, a notification that he is entitled to a
distribution  hereunder,  and (a) if said  notification  is returned by the Post
office as being  undeliverable  because the  addressee  cannot be located at the
address  indicated,  and if neither the Committee nor the Trustee shall have any
knowledge of such Participant's or beneficiary's  whereabouts within three years
from the date said notification was mailed or (b) if within three years from the
date said notification was mailed to such Participant or beneficiary no response
is received by the Committee or the Trustee  indicating  the  whereabouts of the
Participant  or  beneficiary,  then the  Committee  shall  direct  that the then
undistributed  share of the fund of such  Participant  or  beneficiary  shall be
forfeited  and utilized as a forfeiture  and utilized as a forfeiture  under the
provisions of this Plan as of the last day of the Plan Year next  succeeding the
third  anniversary of the mailing of said  notification.  However,  in the event
that a claim for benefit is ever made by the  Participant  or  beneficiary,  the
benefit  shall be  reinstated  by the  Employer  in the  exact  amount  that was
forfeited and paid to the  Participant  or  beneficiary  under the terms of this
Trust.

6.10 Direct  Rollover.  This section applies to  distributions  made on or after
January 1, 1993.  Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a distributee's election under this Section, a distributee
may elect,  at the time and in the manner  prescribed by the Committee,  to have
any portion of an eligible rollover  distribution that is equal to at least $500
paid directly to an eligible  retirement  plan specified by the distributee in a
direct rollover.

(a) Definitions.

(1) Eligible rollover  distribution.  An eligible  rollover  distribution is any
distribution  of  all or  any  portion  of the  balance  to  the  credit  of the
distributee, except that an eligible rollover distribution does not include: any
distribution  that is one of a series of substantially  equal periodic  payments
(not less  frequently  than annually) made for the life (or life  expectancy) of
the  distributee  or the joint  lives (or the joint  life  expectancies)  of the
distributee and the  distributee's  designated  beneficiary,  or for a specified
period of ten years or more; any distribution to the extent such distribution is
required  under  Section   401(a)(9)  of  the  Code;  and  the  portion  of  any
distribution that is not includable in gross income  (determined  without regard
to the  exclusion  for net  unrealized  appreciation  with  respect to  Employer
securities).

(2) Eligible  retirement  plan.  An eligible  retirement  plan is an  individual
retirement  account  described  in  Section  408(a) of the Code,  an  individual
retirement  annuity  described  in Section  408(b) of the Code,  an annuity plan
described  in Section  403(a) of the Code,  or a qualified  trust  described  in
Section 401(a) of the Code,  that accepts the  distributee's  eligible  rollover
distribution.  However, in the case of an eligible rollover  distribution to the
Surviving  Spouse,  an  eligible  retirement  plan is an  individual  retirement
account or individual retirement annuity.

(3)  Distributee.  A  distributee  include an  Employee or former  Employee.  In
addition,   the  Employee's  or  former  Employee's  Surviving  Spouse  and  the
Employee's  or former  Employee's  Spouse or former  Spouse who is the alternate
payee under a qualified  domestic  relations order, as defined in Section 414(p)
of the Code,  are  distributees  with  regard to the  interest  of the Spouse or
former Spouse.

(4) Direct rollover.  A direct rollover is a payment by the plan to the eligible
retirement plan specified by the distributee.

6.11 Early  Retirement  Benefits  Window.  Participants  who meet the  following
qualification shall be eligible as hereinafter provided to receive special early
retirement window benefits.

(a) Eligibility for the Window  Benefit.  Except for the officers  excluded from
eligibility as hereinafter provided,  any active Participant who has met both of
the  following  conditions  as of June 1,  1997  shall  be  eligible  to elect a
retirement  benefit  under the Plan in  accordance  with the  provisions of this
Amendment:

(1) Age 52 or above as of June 1, 1997;

(2) sum of age and Years of  Vesting  Service  as of June 1,  1997  equals 67 or
above.

For  purposes  of this  Section  6.11(a),  Years of Vesting  Service  shall mean
service with Delta and Pine Land Company and  Greenfield  Seed Company but shall
not include  service with any other entity prior to the date of its  affiliation
with Delta and Pine Land Company, provided however that Years of Vesting Service
shall include all Service with Arizona  Processing,  Inc.,  Ellis Brothers Seed,
Inc., Mississippi Seed, Inc. and Sure Grow Seed, Inc.

Notwithstanding  the  above,  the  following  officers  of the  Company  are not
eligible for the window program:

(3) the Chairman and Chief Executive Officer;

(4) the President and Chief Operating Officer.

(b) Election of the Window  Benefit.  Any eligible  Participant  who  terminates
employment with the Employer at any time from and after October 15, 1997 through
December  31,  1997,  inclusive,  who  executes a general  release  agreement if
requested to do so by the  Employer,  and who does not later revoke such release
agreement,  shall, by reason of such termination and release,  be deemed to have
made an  election  to have his or her Plan  benefits  calculated  based upon the
provisions of the Plan as modified by this Amendment.

(c) Retirement  Benefits.  Each eligible  Participant  who makes the election as
provided in  Subsection  b of this  Section  6.11 shall have his or her benefits
under the Plan based upon the following enhancements:

(1) Vesting. The Participant will be deemed to be fully vested.

(2) Additional  Benefit.  The  Participant's  deferred  Accrued Benefit shall be
increased  by the  following  amount:

0.75%  of  the  Participant's  Average  Plan  Compensation   multiplied  by  the
Participant's Bonus Years.

For a Participant who is not currently  receiving  retirement benefits as of his
or her retirement  date during the window period,  Bonus Years will equal his or
her Years of Credited  Service.  For a Participant  who is receiving  retirement
benefits as of his or her retirement date during the window period,  Bonus Years
will equal his or her Years of Credited  Service earned since the date that such
retirement  benefits began.  Notwithstanding the above, Bonus Years shall not be
less than 5 years.

(3) Early  Payment.  Such  Participants  who retire under the window program may
elect to have their  retirement  payments  (both their regular  benefits and the
additional  window benefits) begin early.  Such  Participants may choose to have
their  payments  begin on the  first  day of any month  following  their  actual
retirement date. If such early payments are elected,  the amount of the payments
will be reduced to recognize the fact that payments will begin early and will be
payable over a longer period of time. Such retirement  payment's will be reduced
by 1/15th  for each of the first  five  years,  1/30th for each of the next five
years and on an Actuarial  Equivalent  basis  thereafter  for the period of time
that the payment start date precedes the  Participant's  Normal  Retirement Date
(with proration for partial years).

(4) Social Security Bridge Payments.  Such Participants who have not yet reached
age 62 as of his or her  retirement  date shall be  eligible  to receive  Social
Security Bridge Payments.  Such payments shall be made monthly  beginning on the
first  day  of  the  calendar  month  coincident  with  or  next  following  the
Participant's  retirement  date and  continuing  through  the  first  day of the
calendar month coincident with or next preceding the earlier of:

o the date on which the Participant reaches age 62, and

o the date on which the Participant dies.

The amount of the Social Security Bridge Payments shall equal an estimate of the
Participant's  age 62 Social  Security  benefit,  as  determined  by the  Plan's
Actuary.

                                  Article VII.

                                 PLAN FINANCING

7.1  Contributions.  No  contributions  shall be required or permitted under the
Plan from any Participant. The Employer shall make contributions in such amounts
and at such times as determined  by the Board of Directors in accordance  with a
funding  method  and  policy  to be  established  by said  Board  which  will be
consistent with Plan objectives.  Forfeitures arising under this Plan because of
severance of employment before a Participant  becomes eligible for a Pension, or
for any other  reason,  shall be applied to reduce the cost of the Plan,  not to
increase the benefits otherwise payable to Participants.

Any contribution made by the Employer is contingent upon its deductibility under
Section 404 of the Code. The amount of any contribution  disallowed  (reduced by
any  losses)  shall  be  returned  to  the  Employer  within  one  year  of  the
disallowance of such contribution.

Any  contribution  made by the  Employer  because  of a mistake  of fact must be
returned to the Employer within one year of the contribution.

7.2 Trust Fund. All contributions  made by the Employer under this Plan shall be
paid to the  Trustee  and  deposited  in the Trust  Fund.  Except  as  otherwise
provided  in this  Section  and  Section  16.5,  all  assets of the Trust  Fund,
including  investment  income,  shall be retained for the  exclusive  benefit of
Participants  and their  beneficiaries,  shall be used to pay  benefits  to such
persons  or to  pay  administrative  expenses  to the  extent  not  paid  by the
Employer, and shall not revert to or inure to the benefit of the Employer.

                                 Article VIII.

                           GENERAL DUTIES OF TRUSTEE

8.1 Receipt of  Contribution.  The Trustee  shall  receive from the Employer the
contributions made by it under the Plan, which sums when received by the Trustee
shall  constitute  and are  hereinafter  called the Trust Fund,  but the Trustee
shall have no duty to compute any amount due from the Employer or to collect the
same.

8.2 Duties.  Unless otherwise  directed in writing by the Committee the Trustee,
subject to the provisions of Sections 8.4 and 8.5 hereof, shall:

(a) invest or  reinvest  the  principal  and income of the Trust Fund in real or
personal properties, tangible or intangible,  including securities, or any other
investments  which are legal  investments  for trust funds under the laws of the
State of  Mississippi  so long as (1) the cost does not exceed  the fair  market
value  at  the  time  of  purchase,  (2) a fair  return  commensurate  with  the
prevailing  rate is  provided,  (3)  there is  sufficient  liquidity  to  permit
distributions  in accordance with the Plan, and (4) the safeguards and diversity
that a prudent  investor  would adhere to are present;  but no interest shall be
paid by the Trustee on uninvested cash;

(b) pool into a common fund cash and investments  (other than insurance  company
contracts) and the income received on such investments;

(c) sell, redeem, or otherwise realize the value of any such investments;

(d)  make  transfers,  payments,  and  deliveries  to  or  for  the  account  of
Participants and their Beneficiaries as instructed by the Committee;

(e) borrow money and pledge any Trust property for the payment of any such loan;

(f) retain in cash and keep unproductive of income such amount of the Trust Fund
as may be deemed  advisable,  having  regard  for the cash  requirements  of the
Trust;

(g)  vote  upon  any  corporate  shares,  bonds,  or  other  securities  of  any
corporation or other issuer at any time held in trust, and otherwise  consent to
or request any action on the part of such  corporation  or other issuer and give
general  or  special  proxies or powers of  attorney  with or  without  power of
substitution;

(h)  become a party  to the  reorganization,  consolidation,  or  merger  of any
corporation,  and for such  purpose  execute  any  agreements  or  consents,  or
participate  in or take any steps to  effectuate  the same,  whether  or not any
specific  plans  have been  formulated  therefor,  and in  connection  therewith
deposit any such securities with creditors' or shareholders' committees, bodies,
or other  protective  groups,  and surrender or exchange any such securities for
such  debentures,  certificates,  receipts,  agreements,  or  proceeds as may be
issued  or  paid  by  such  committees,   bodies,  or  groups,  or  reorganized,
consolidated, or merged corporations,  and generally exercise all the rights and
powers  (whether  herein  enumerated  or not) as may be  lawfully  exercised  by
persons holding similar property in their own right;

(i) make,  execute,  and deliver,  as Trustee,  with provision for no individual
liability,  all instruments in writing  necessary for the exercise of any of the
foregoing duties;

(j) render all statutory reports to state or federal agencies;

(k) accept a direct  transfer  from  another  qualified  trust  pursuant  to the
provisions of Section 8.12.

8.3 Powers. The Trustee shall have all of the powers afforded to trustees in and
by the terms and provisions of the Mississippi  Uniform  Trustees' Powers Law as
now or hereafter amended.

8.4  Prohibited  Transactions.  Except as  elsewhere  provided  in the  Employee
Retirement Income Security Act of 1974:

(a) A Fiduciary  shall not cause the Plan to engage in a transaction if it knows
or should know that such transaction constitutes a direct or indirect:

(1) Sale or exchange,  or leasing,  of any property between the Plan and a party
in interest;

(2) Lending of money or other  extension of credit  between the Plan and a party
in interest;

(3) Furnishing of goods, services, or facilities between the Plan and a party in
interest;

(4) Transfer  to, or use by or for the benefit of, a party in  interest,  of any
assets of the Plan; or

(5)  Acquisition,  on behalf of the Plan,  of any Employer  security or Employer
real property in violation of Section 407(a) of ERISA.

(b) A Fiduciary  who has authority or discretion to control or manage the assets
of a plan shall not permit the Plan to hold any  Employer  security  or Employer
real  property  if it knows or should  know that  holding-such-security  or real
property violates Section 407(a) of ERISA.

(c) The Trustee shall not:

(1) Deal with the assets of the Plan in its own interest or for its own account;

(2) In its individual or any other capacity act in any transaction involving the
Plan on behalf of a party (or represent a party) whose  interests are adverse to
the interests of the Plan or the interests of its Participants or beneficiaries;
or

(3)  Receive  any  consideration  for its own  personal  account  from any party
dealing with such Plan in connection with a transaction  involving the assets of
the Plan.

(d) A transfer  of real or  personal  property  by a party in interest to a plan
shall be treated as a sale or exchange if the  property is subject to a mortgage
or  similar  lien which the Plan  assumes  or if it is subject to a mortgage  or
similar  lien  which a party in  interest  placed  on the  property  within  the
ten-year period ending on the date of the transfer.

(e) Except as  otherwise  provided  in ERISA:

(1) The Plan shall not acquire or hold:

(A) Any Employer security which is not a Qualifying Employer security, or

(B) Any Employer real property which is not Qualifying Employer Real Property.

(2) The Plan shall not acquire any  Qualifying  Employer  Security or Qualifying
Employer Real Property, if immediately after such acquisition the aggregate fair
market value of Employer  securities and Employer real property held by the Plan
exceeds 10% of the fair market value of the assets of the Plan.

(f) After  December 31, 1984,  the Plan shall not hold any  Qualifying  Employer
securities or Qualifying Employer Real Property (or both) to the extent that the
aggregate  fair market  value of such  securities  and  property  determined  on
December 31, 1984, shall exceed 10% of the greater of:

(1) The fair market value of the assets of the Plan,  determined on December 31,
1984, or

(2) The fair  market  value of the assets of the Plan  determined  on January 1,
1975.

(g)  Subparagraph (f) of this paragraph shall not apply if the Plan, on any date
after  December  31, 1974,  and before  January 1, 1985,  did not hold  Employer
securities or Employer  real property (or both) the aggregate  fair market value
of which determined on such date exceeded 10% of the greater of:

(1) The fair market value of the assets of the Plan, determined on such date, or

(2) The fair  market  value of the assets of the Plan  determined  on January 1,
1975.

(h) After December 31, 1979, the Plan shall not hold any Employer  securities or
Employer  real  property in excess of the amount  specified in such  regulations
which may  require  that the Plan  divest  itself of the  holdings  of  Employer
securities and Employer real property  which the Plan would  otherwise have been
required to divest before January 1, 1985.

8.5 Fiduciary Standard.

(a) A Fiduciary  shall  discharge its duties with respect to the Plan and to the
Trust solely in the interests of the Participants and Beneficiaries, and for the
exclusive purpose of:

(1) Providing benefits to Participants and their beneficiaries; and

(2) Defraying reasonable expenses of administering the Plan.

(b) The Trustee shall act:

(1) With the care, skill,  prudence,  and diligence under the circumstances then
prevailing  that a prudent man acting in a like  capacity and familiar with such
matters would use in the conduct of an  enterprise of a like  character and with
like aims;

(2) By  diversifying  the  investments of the Plan so as to minimize the risk of
large losses, unless under the circumstances it is clearly prudent not to do so;
and

(3) In accordance with the documents and instruments  governing the Plan insofar
as such documents and instruments are consistent with the provisions of ERISA.

8.6 Acts on Direction.  In segregating the interests and  transactions in behalf
of respective Participants under the Plan, the Trustee shall act entirely on the
written  directions of the Committee.  The Committee shall keep full records for
all such purposes,  and the Trustee shall have no dealings with  Participants or
beneficiaries  under the Plan except upon the direction of the Committee to make
payments to them.

8.7  Reliance on  Committee  Documents.  The Trustee and any  insurance  company
dealing  with it shall be  absolutely  protected  in relying  and acting  upon a
certificate of the Employer signed by any one of its following officers, namely,
the  President,  a  Vice  President,  the  Secretary,  or the  Treasurer,  which
certificate  shall set forth who are the members of the Committee and the agents
of the Committee who are authorized to sign directions,  certificates,  or other
papers on the  Committee's  behalf,  and to what address  communications  to the
Committee  are to be  sent;  and the  Trustee  and  any  insurance  company  may
conclusively  assume  that all the  persons  named in any such  certificate  are
continuing to act as members or agents of the Committee and that such address is
correct  until it has  received  a  certificate  signed by the  Employer  to the
contrary.  The  Trustee  and any  insurance  company  dealing  with it  shall be
absolutely  protected in accepting any written  direction or  certificate of the
Committee as conclusive  evidence of any facts therein stated or covered without
being obliged to obtain any further evidence.  It shall be conclusively  assumed
by the  Trustee  and any  insurance  company  dealing  with it that any  written
direction of the Committee is authorized and proper within the provisions of the
Plan;  and neither the Trustee nor any such  insurance  company  shall incur any
liability  whatever for acting or refraining to act in accordance  with any such
direction and shall not have any obligation for any  misapplication or to see to
the application of any moneys or property  transferred or delivered by it or for
anything  else done or omitted by it pursuant to any  written  direction  of the
Committee.

8.8 Immunity from  Liability.  The Trustee and every  insurance  company dealing
with it shall be protected  against all claims and demands  whatsoever if in the
case of any acts  already  done or  omitted  by the  Trustee  or such  insurance
company, the Committee shall by its written directions or certificate approve of
such act having been so done or omitted,  and if in the case of any act intended
to be  done  or  omitted  the  Committee  shall  by its  written  directions  or
certificate approve of such intended act or omission.

8.9 Claims.  The Trustee shall not be required to  participate in any litigation
either for the  collection of moneys or other property due the Trust Fund, or in
the defense of any claim  against  the Trust Fund unless the Trustee  shall have
been indemnified to its satisfaction  against all expense and liability to which
the  Trustee  might  become  subject;  but upon the  written  directions  of the
Committee, the Trustee may compromise, settle or adjust claims.

8.10 Limitation on Duties.  The Trustee's duties and  responsibilities  shall be
only  those  which  are  expressly  imposed  upon it by the  provisions  of this
Agreement, and it shall not be liable for the making,  retention, or sale of any
investment or  reinvestment  made by it as provided herein or for any loss to or
diminution of the Trust Fund,  nor shall it be liable  hereunder  except for its
own negligence or willful misconduct.

8.11  Investment  Manager.  Notwithstanding  anything  to  the  contrary  herein
contained,  the Employer may direct,  by written notice,  the segregation of any
portion  or  portions  of the Trust  Fund in a  separate  investment  account or
investment  accounts  and in such event,  may appoint an  Investment  Manager to
direct the investment and  reinvestment of any such investment  account pursuant
to Section 8.3 hereof. The following provisions shall be applicable:

(a) Any such Investment  Manager shall either be (1) registered as an investment
adviser  under the  Investment  Advisers Act of 1940;  (2) a bank, as defined in
that Act; or (3) an insurance company qualified to perform investment management
services under the laws of,--more than one state. If the investment of the Trust
Fund  is to be  directed  in  whole  or in part by an  Investment  Manager,  the
Employer shall deliver to the Trustee a copy of the  instruments  appointing the
Investment  Manager and evidencing the Investment  Manager's  acceptance of such
appointment,  an acknowledgment by the Investment Manager that it is a Fiduciary
of the Plan,  and a certificate  evidencing  the  Investment  Manager's  current
registration  under said Act.  The Trustee  shall be fully  protected in relying
upon such instruments and certificate until otherwise notified in writing by the
Employer.

(b) The Trustee shall follow the directions of the Investment  Manager regarding
the investment and  reinvestment  of the Trust Fund, or such portion  thereof as
shall be under  management  by the  investment  Manager and shall  exercise  the
duties  and  powers  set  forth  in  Sections  8.2  and 8.3 as  directed  by the
Investment  Manager.  The Trustee shall be under no duty or obligation to review
any investment to be acquired,  held or disposed of pursuant to such  directions
nor to make any  recommendations  with respect to the  disposition  or continued
retention of any such  investment or the exercise or  non-exercise of the duties
and powers in Sections 8.2 and 8.3 of this Article VIII.  The Trustee shall have
no liability  or  responsibility  for action  pursuant to the  direction  of, or
failing to act in the absence of any direction  from,  the  Investment  Manager,
unless the Trustee knows that by such action or failure to act the Trustee would
be committing or  participating  in a breach of fiduciary duty by the Investment
Manager.

(c) The  Investment  Manager at any time and from time to time may issue  orders
for the  purchase or sale of  securities  directly to a broker;  and in order to
facilitate such transactions, the Trustee upon request shall execute and deliver
appropriate trading authorizations. Written notification of the issuance of each
such order shall be given promptly to the Trustee by the Investment Manager, and
the  execution of each such order shall be  confirmed  by written  advice to the
Trustee by the broker.  Such notification  shall be authority for the Trustee to
pay for securities purchased against payment therefor, as the case may be.

(d) In the  event  that an  Investment  Manager  resigns  or is  removed  by the
Employer,  the Trustee shall manage the investment of the Trust Fund pursuant to
this Article unless and until it shall be notified of the appointment of another
Investment Manager with respect thereto as provided in this Section.

(e)  The  accounts,   books  and  records  of  the  Trustee  shall  reflect  the
segregation,  pursuant  to the  provisions  of this  Section,  of any portion or
portions of the Trust Fund in separate investment account or accounts.

8.12  Rollover  Contributions/Transfers.  The Trustee may not accept a qualified
rollover  contribution  or  rollover  amount  from  another  qualified  trust as
permitted  under the Code.  The Trustee  may not accept  lump sum  distributions
received by a  Participant  from  another  qualified  plan.  The Trustee may not
accept amounts transferred from an individual  retirement account to this Trust.
The Trustee may, however, accept a direct transfer of assets from the Trustee of
another plan  qualified  under Section  401(a) of the Code that results from the
merger of such other plan into this Plan.

                                  Article IX.
                       REMOVAL AND RESIGNATION OF TRUSTEE

9.1  Resignation  and  Removal.  The Employer may at any time remove any Trustee
acting  hereunder or appoint a corporation or an individual or individuals to be
successor  Trustee  hereunder in the place of any removed or resigning  Trustee.
Any  Trustee  acting  hereunder  may at any time  resign  by  mailing  a written
resignation by registered mail to the Committee,  which  resignation  shall take
effect on the date  therein  specified  and which shall not be less than 30 days
from the date of its  mailing  unless the  Committee  shall  agree to an earlier
date.

9.2 Successor  Trustee.  After  receiving  notice of removal or of the effective
date of resignation,  the removed or resigning  Trustee's  sole-duty shall be to
transfer,  pay over, and deliver the Trust Fund to the successor Trustee,  or if
no successor  Trustee is appointed within 30 days from the Trustee's  receipt of
notice of removal  or within 30 days from the  effective  date of the  Trustee's
resignation,  as the case may be, the removed or resigning  Trustee shall,  upon
the expiration of any such last mentioned 30-day period, transfer, pay over, and
deliver the Trust Fund to the  Committee,  without any  responsibility  upon the
removed or  resigning  Trustee for any  misapplication  or to see to the further
application  or  disposition  of the Trust Fund by any successor  Trustee or the
Committee,  as the case may be. Notwithstanding any such transfer,  payment, and
delivery of the Trust Fund to any successor Trustee or to the Committee,  as the
case may be,  the  removed or  resigning  Trustee  may have its  entire  account
judicially settled and it shall be entitled to the payment out of the Trust Fund
of any  compensation  due to it up to the time of removal or resignation  and of
any expenses or other disbursements,  whether theretofore or thereafter arising,
for which the removed or resigning  Trustee  would be entitled to  reimbursement
from the Trust  Fund if the Trust Fund had not been so  transferred,  paid over,
and delivered.

                                   Article X.

                   COMMITTEE ENFORCEMENT OF TRUSTEE'S DUTIES

10.1  Accounting  to Committee.  The Trustee shall submit to the Committee  upon
request,  but not more frequently than annually,  accounts  showing its acts and
proceedings as such Trustee in such detail as may be reasonably  requested.  The
approval of any account of the Trustee by written  direction or  certificate  of
the Committee shall be conclusive upon all Participants under the Plan and shall
constitute a complete  discharge and  acquittance to the Trustee with respect to
all matters  covered by such  account and the Trustee  shall not  thereafter  be
accountable to anyone with respect to any matters covered by such account. If an
Investment  Manager or Managers have been appointed  then,  notwithstanding  the
provisions  of ERISA,  the Trustee shall not be liable for the acts or omissions
of such Investment  Manager or Managers,  or be under an obligation to invest or
otherwise  manage any asset of the Plan which is  subject to the  management  of
such Investment Manager or Managers.  However,  nothing in this subsection shall
relieve  any  Trustee  of any  liability  under  this  part  for any act of such
Trustee.

10.2  Employee  Rights.  All  rights  of every  Participant  under the Plan with
relation  to the Trust Fund or which may arise  against  or affect  the  Trustee
shall be  enforced  exclusively  by the  Committee,  which is  hereby  given the
express power and authority to enforce all such rights as the  representative of
every  Participant under the Plan, and in any action or proceeding with relation
to the Trust Fund or brought by or against the Trustee,  the Committee  shall be
deemed to represent every Participant.

                                  Article XI.

                                 ADMINISTRATION

11.1  Allocation  of  Responsibility   Among  Fiduciaries  for  Plan  and  Trust
Administration.  The Fiduciaries shall have only those specific powers,  duties,
responsibilities  and obligations as are specifically given them under this Plan
and Trust. In general the Employer shall have the sole responsibility for making
the  contributions  necessary to provide benefits under the Plan as specified in
Article  VII,  and shall  have the sole  authority  to  appoint  and  remove the
Trustee,  members  of the  Committee  and any  Investment  Manager  which may be
provided for under the Trust,  and to amend or  terminate,  in whole or in part,
this Plan and Trust.  The Committee shall have the sole  responsibility  for the
administration of this Plan, which  responsibility is specifically  described in
this Plan and Trust.  The  Trustee  shall have the sole  responsibility  for the
administration  of the Trust and the  management  of the  assets  held under the
Trust, all as specifically  provided in the Trust. Each Fiduciary  warrants that
any directions given,  information furnished,  or action taken by it shall be in
accordance  with the  provisions  of the,  Plan and  Trust,  as the case may be,
authorizing or providing for such direction, information or action. Furthermore,
each  Fiduciary.  may rely  upon any such  direction,  information  or action of
another Fiduciary as being proper under this Plan and Trust, and is not required
under this Plan and Trust to inquire into the  propriety of any such  direction,
information  or  action.  It is  intended  under  this Plan and Trust  that each
Fiduciary  shall be  responsible  for the  proper  exercise  of its own  powers,
duties, responsibilities and obligations under this Plan and Trust and shall not
be responsible for any act or failure to act of another Fiduciary.  No Fiduciary
guarantees the Trust Fund in any manner against  investment loss or depreciation
in asset value.

11.2  Appointment of Committee.  The Plan shall be  administered by a Retirement
Committee  consisting  of at least three  persons who shall be  appointed by and
serve at the pleasure of the Board of Directors of the  Employer.  All usual and
reasonable  expenses  of the  Committee  may be paid in  whole or in part by the
Employer, and any expenses not paid by the Employer shall be paid by the Trustee
out of the  principal or income of the Trust Fund.  Any members of the Committee
who are Employees shall not receive  Compensation with respect to their services
for the Committee.

11.3 Claims  Procedure.  The Committee shall make all  determinations  as to the
right of any person to a benefit.  Any denial by the  Committee of the claim for
benefits  under  the Plan by a  Participant  or  beneficiary  shall be stated in
writing  by  the  Committee  and  delivered  or  mailed  to the  Participant  or
beneficiary;  and such  notice  shall  set forth the  specific  reasons  for the
denial,  written to the best of the Committee's  ability in a manner that may be
understood without legal or actuarial counsel.

In  addition,  the  Committee  shall  afford  a  reasonable  opportunity  to any
Participant or beneficiary whose claim for benefits has been denied for a review
of the decision denying the claim.

If a benefit is  forfeited  because the  Participant  or  beneficiary  cannot be
found,  such benefit will be reinstated if a claim is made by the Participant or
beneficiary.

11.4 Records and Reports.  The  Committee  shall  exercise  such  authority  and
responsibility  as it deems  appropriate  in  order to  comply  with  ERISA  and
governmental  regulations issued thereunder relating to records of Participants'
Service,  Accrued  Benefits  and the  percentage  of  such  Benefits  which  are
nonforfeitable   under  the  Plan;   notifications   to   Participants;   annual
registration with the Internal Revenue Service; annual reports to the Department
of Labor; and reports to the PBGC.

11.5 Other Committee Powers and Duties. The Committee shall have such duties and
powers as may be necessary to discharge its duties hereunder, including, but not
by way of limitation, the following:

(a) to  construe,  interpret,  and apply the Plan;  to resolve any  ambiguities,
inconsistencies  and omissions;  to resolve all factual disputes;  and to decide
all questions about the rights of  Participants  and  beneficiaries,  including,
without  limitation,   eligibility  to  participate,  vesting,  eligibility  for
benefits, and the amount of any benefits hereunder;

(b) to prescribe  procedures  to be followed by  Participants  or  beneficiaries
filing applications for benefits;

(c) to prepare and distribute,  in such manner as the Committee determines to be
appropriate, information explaining the Plan;

(d) to sign all forms, reports, letters or other documents that may be required;

(e) to receive from the Employer and from Participants such information as shall
be necessary for the proper administration of the Plan;

(f) to furnish the Employer,  upon request,  such annual reports with respect to
the administration of the Plan as are reasonable and appropriate;

(g) to  receive  and  review  the  periodic  valuation  of the Plan  made by the
Actuary;

(h) to  receive,  review  and keep on f ile (as it deems  convenient  or proper)
reports of the financial  condition,  and of the receipts and disbursements,  of
the Trust Fund f rom the Trustee;

(i) to appoint or employ individuals to assist in the administration of the Plan
and any other agents it deems advisable, including legal and actuarial counsel.

The Committee  shall have no power to change or add to any benefits  provided by
the Plan or to waive or fail to apply  any  requirements  of  eligibility  for a
Pension under the Plan.

The   Committee   shall  have   absolute   discretion   in   carrying   out  its
responsibilities.  Any decision by the Committee made in good faith with respect
to the  rights of  Participants  and  Beneficiaries  shall be final and bind all
parties (subject to the claims  procedure) except to the extent such decision is
determined by a court of competent jurisdiction to be arbitrary or capricious.

11.6 Rules and  Decisions.  The  Committee  may adopt  such rules and  actuarial
tables as it deems necessary, desirable, or appropriate. All rules and decisions
of the Committee shall be uniformly and consistently applied to all Participants
in similar  circumstances.  When  making a  determination  or  calculation,  the
Committee shall be entitled to rely upon information  furnished by a Participant
or beneficiary, the Employer, the legal counsel of the Employer, the Actuary, or
the Trustee.

11.7  Committee  Procedures.  The  Committee  may act at a meeting or in writing
without a meeting.  The  Committee  shall elect one of its members as  chairman,
appoint a  secretary,  who may or may not be a  Committee  member and advise the
Trustee of such  actions in writing.  The  secretary  shall keep a record of all
meetings and forward all necessary  communications to the Employer,  the Trustee
or the Actuary.  The Committee may adopt such bylaws and regulations as it deems
desirable for the conduct of its affairs.  All decisions of the Committee  shall
be made by the vote of the majority including actions in writing taken without a
meeting.  A dissenting  Committee  member who, within a reasonable time after he
has  knowledge of any action or failure to act by the  majority,  registers  his
dissent in writing  delivered to the other Committee  members,  the Employer and
the Trustee shall not be responsible for any such action or failure to act.

11.8 Authorization of Benefit Payments.  The Committee shall issue directions to
the Trustee  concerning  all  benefits  which are to be paid from the Trust Fund
pursuant to the  provisions of the Plan,  and warrants that all such  directions
are in accordance with this Plan.

11.9 Application and Forms for Pension.  The Committee may require a Participant
to complete and file with the Committee an application for Pension and all other
forms  approved  by the  Committee,  and to furnish  all  pertinent  information
requested by the Committee.  The Committee may rely upon all such information so
furnished it, including the Participant's current mailing address.

11.10  Facility of  Payment.  Whenever,  in the  Committee's  opinion,  a person
entitled to receive any payment of a benefit or installment thereof hereunder is
under a legal  disability or is  incapacitated  in any way so as to be unable to
manage his  financial  affairs,  the  Committee  may direct the  Trustee to make
payments  to such  person or to his legal  representative  or to a  relative  or
friend of such  person or for his  benefit,  or the  Committee  may  direct  the
Trustee to apply the  payment  for the  benefit of such person in such manner as
the  Committee  considers  advisable.  Any  payment of a benefit or  installment
thereof in  accordance  with the  provisions of this Section shall be a complete
discharge of any liability  for the making of such payment under the  provisions
of the Plan.

11.11  Indemnification.  The Employer  shall  indemnify  the  Committee  for any
liability,  assessment,  loss, expense or other cost, of any kind or description
whatsoever,  including legal fees and expenses, actually incurred by a member on
account of any action or  proceeding,  actual or  threatened  which  arises as a
result of being the Committee, provided such action or allegation does not arise
as a result of the  Committee's own  negligence,  willful  misconduct or lack of
good faith.

11.12  Beneficiary  Designations.  Subject  to  the  provisions  of a  Qualified
Election  as defined in  Section  6.1(c),  each  Participant  who has  elected a
Period-Certain  and Life Option and each  Participant who would be entitled to a
death  benefit  pursuant  to-Section  5.7(b) shall have the right at any time to
designate,  and rescind or change any designation of, a primary and a contingent
beneficiary or beneficiaries to receive such benefits in the event of his death.
If there is no designated  beneficiary  alive when,  such death benefit  becomes
payable,  the  benefit  shall be paid,  to the  estate of the last to die of the
Participant  and his designated  beneficiaries.  If a primary  beneficiary  dies
before receiving all death benefits to which he is entitled, the balance of such
payments shall be paid to the contingent beneficiary.  If there is no contingent
beneficiary,  or if the contingent  beneficiary  dies before receiving all death
benefit payments to which he is entitled,  the balance of such payments shall be
paid to the following  and in the order named:  (1) the spouse,  if living;  (2)
living issue, per stirpes; and (3) the estate of the former Participant. Neither
the  Employer  nor the  Trustee  (in its  capacity  as  such)  shall be named as
beneficiary.  A designation or change of beneficiary shall be made in writing on
such form or forms as the Committee may require.

                                  Article XII.
                                 MISCELLANEOUS

12.1  Nonguarantee  of  Employment.  Nothing  contained  in this  Plan  shall be
construed as a contract of employment between the Employer and any Employee,  or
as a right of any Employee to be continued in the employment of the Employer, or
as a limitation of the right of the Employer to discharge any of its  Employees,
with or without cause.

12.2 Rights to Trust  Assets.  No Employee  shall have any right to, or interest
in,  any  assets  of the  Trust  Fund  upon  termination  of his  employment  or
otherwise, except as provided from time to time under this Plan and then only to
the extent of the benefits  payable  under the Plan to such  Employee out of the
assets of the Trust Fund.  Except as otherwise may be provided under Title IV of
ERISA,  all  payments of  benefits  as  provided  for in this Plan shall be made
solely out of the assets of the Trust Fund and none of the Fiduciaries  shall be
liable therefor in any manner.

12.3 Nonalienation of Benefits. No benefit or interest available under this Plan
shall be subject  in any manner to  anticipation,  alienation,  sale,  transfer,
assignment, pledge, encumbrance,  charge, garnishment,  execution or levy of any
kind, either voluntary or involuntary, including any such liability which is for
alimony or other payments for the support of a spouse or former  spouse,  or for
any other  relative of the  Employee,  prior to actually  being  received by the
person  entitled to the benefit under the terms of the Plan;  and any attempt to
anticipate,  alienate,  sell,  transfer,  assign,  pledge,  encumber,  charge or
otherwise dispose of any right to benefits payable hereunder, shall be void. The
Trust  Fund  shall not in any manner be liable  for,  or subject  to, the debts,
contracts, liabilities,  engagements or torts of any person entitled to benefits
hereunder.

The  preceding  paragraph  shall  also  apply to the  creation,  assignment,  or
recognition  of a right to any benefit  payable  with  respect to a  Participant
pursuant to a domestic relations order,  unless such order is determined to be a
Qualified  Domestic Relations order, as defined in Section 414(p) of the Code. A
domestic  relations  order entered before January 1, 1985,  will be treated as a
Qualified  Domestic Relations Order if payment of benefits pursuant to the order
has  commenced  as of such  date,  or may be  treated  as a  Qualified  Domestic
Relations  Order if payment of benefits has not commenced as of such date,  even
though the order does not satisfy the requirements of Section 414(p).

                                 Article XIII.
                       AMENDMENTS AND ACTION BY EMPLOYER

13.1 Amendments.  The Employer  reserves the right to make from time to time any
amendment  or  amendments  to this Plan which do not cause any part of the Trust
Fund to be used for,  or  diverted  to, any  purpose  other  than the  exclusive
benefit of  Participants or their  beneficiaries;  provided,  however,  that the
Employer may make any  amendment it  determines  necessary or desirable  with or
without retroactive effect, to comply with ERISA.

No  amendment  to the  Plan  (including  a change  in the  actuarial  basis  for
determining  optional or early  retirement  benefits)  shall be effective to the
extent that it has the effect of  decreasing a  Participant's  Accrued  Benefit.
Notwithstanding the preceding sentence,  a Participant's  Accrued Benefit may be
reduced  to the  extent  permitted  under  Section  412(c)(8)  of the Code.  For
purposes  of this  paragraph,  a Plan  amendment  which  has the  effect  of (1)
eliminating  or  reducing  an early  -retirement  benefit  or a  retirement-type
subsidy,  or (2)  eliminating  an  optional  form of  benefit,  with  respect to
benefits  attributable  to  service  before  the  amendment  shall be treated as
reducing  Accrued  Benefits.  In the  case  of a  retirement-type  subsidy,  the
preceding  sentence shall apply only with respect to a Participant who satisfies
(either  before or after the  amendment)  the  preamendment  conditions  for the
subsidy. In general, a retirement-type subsidy is a subsidy that continues after
retirement,  but does not  include a  qualified  disability  benefit,  a medical
benefit,  a social  security  supplement,  or a death  benefit  (including  life
insurance).

13.2 Action By Employer.  Any action by the  Employer  under this Plan may be by
resolution  of  its  Board  of  Directors,  or by any  person  or  persons  duly
authorized by resolution of said Board to take such action.

                                  Article XIV.
                        SUCCESSOR EMPLOYER AND MERGER OR
                             CONSOLIDATION OF PLANS


14.1 Successor Employer. In the event of the dissolution,  merger, consolidation
or reorganization  of the Employer,  provision may be made by which the Plan and
Trust will be continued by the  successor;  and, in that event,  such  successor
shall be substituted  for the Employer under the Plan. The  substitution  of the
successor  shall  constitute an assumption of Plan  liabilities by the successor
and the successor shall have all of the powers,  duties and  responsibilities of
the Employer under the Plan.

14.2 Plan Assets.  In the event of any merger or consolidation of the Plan with,
or transfer in whole or in part of the assets and  liabilities of the Trust Fund
to  another  Trust  Fund  held  under any other  plan of  deferred  compensation
maintained  or to be  established  for  the  benefit  of  all  or  some  of  the
Participants  of this  Plan,  the assets of the Trust  Fund  applicable  to such
Participants shall be transferred to the other Trust Fund only if:

(a)  each  Participant  would  (if  either  this  Plan or the  other  plan  then
terminated)  receive a benefit  immediately  after the merger,  consolidation or
transfer  which is equal to or  greater  than the  benefit  he would  have  been
entitled to receive immediately before the merger, consolidation or transfer (if
this Plan had then terminated);

(b)  resolutions of the Boards of Directors of the Employer under this Plan, and
of any new or successor employer of the affected  Participants,  shall authorize
such  transfer of assets;  and, in the case of the new or successor  employer of
the affected  Participants,  its  resolutions  shall  include an  assumption  of
liabilities with respect to such  Participants'  inclusion in the new employer's
plan; and

(c) such other plan and trust are qualified  under Sections 401(a) and 501(a) of
the Code.

14.3  Continuance.  The Trust  shall  continue  until  the  Trust  Fund has been
entirely  transferred,  paid over, and distributed pursuant to the directions of
the  Committee.  If,  pursuant to the  provisions  of the Plan,  the  Employer's
liability is assumed by any other  corporation  or business  organization,  such
other  corporation  or business  organization  shall be deemed to succeed to the
position of the Employer under this Trust.

                                  Article XV.
                      RESTRICTIONS ON BENEFITS PAYABLE TO
                        HIGHLY COMPENSATED PARTICIPANTS

15.1 (a) For Plan Years beginning before January 1, 1992, Employer contributions
on  behalf  of any of the 25  highest  paid  Employees  at the  time the Plan is
established  and  whose  anticipated  annual  benefit  exceeds  $1,500  will  be
restricted as provided in Section  15.1(b) upon the  occurrence of the following
conditions:

(1) The Plan is terminated within 10 years after its establishment,

(2) The benefits of such highest paid Employee  become  payable  within 10 years
after the establishment of the Plan, or

(3) If Section 412 of the Code (without regard to Section 412 (h) (2) ) does not
apply to this Plan, the benefits of such Employee  become payable after the Plan
has been in effect for 10 years,  and the full current costs of the Plan for the
first 10 years have not been funded.

(b)  Employer  contributions  which may be used for the  benefit of an  Employee
described in Section 15.1(a) shall not exceed the greater of $20,000,  or 20% of
the first  $50,000 of the  Employee's  compensation  multiplied by the number of
years between the date of the establishment of the Plan and:

(1) If 15.1(a)(1) applies, the date of the termination of the Plan,

(2) If 15. 1 (a) (2) applies, the date the benefits become payable, or

(3) If 15.1 (a) (3)  applies,  the date of the failure to meet the full  current
costs.

(c) If the Plan is amended so as to  increase  the benefit  actually  payable in
event  of  the   subsequent   termination   of  the  Plan,  or  the   subsequent
discontinuance  of  contributions  thereunder,  then the provisions of the above
paragraphs  shall be  applied to the Plan as so changed as if it were a new plan
established  on the date of the change.  The original  group of 25 Employees (as
described in 15.1(a)  above) will  continue to have the  limitations  in 15.1(b)
apply as if the Plan had not been  changed.  The  restrictions  relating  to the
change of plan should apply to benefits or funds for each of the 25 highest paid
Employees on the effective date of the change except that such restrictions need
not apply with respect to any Employee in this group for whom the normal  annual
pension or annuity  provided  by Employer  contributions  prior to that date and
during the ensuing ten years,  based on his rate of  Compensation  on that date,
could not exceed $1,500.

The Employer contributions which may be used for the benefit of the new group of
25 Employees will be limited to the greater of:

(1) The Employer  contributions (or funds attributable thereto) which would have
been applied to provide the  benefits for the Employee if the previous  plan had
been continued without change;

(2) $20,000; or

(3) The sum of (A) the Employer  contributions (or funds  attributable  thereto)
which would have been applied to provide  benefits  for the  Employee  under the
previous plan if it had been  terminated  the day before the  effective  date of
change,  and (B) an amount computed by multiplying the number of years for which
the  current  costs of the Plan after that date are met by (i) 20 percent of his
annual Compensation, or (ii) $10,000, whichever is smaller.

(d) Notwithstanding the above limitations,  the following limitations will apply
if they would result in a greater  amount of Employer  contributions  to be used
for the benefit of the restricted Employee:

(1) In the case of a  substantial  owner (as defined in Section  4022 (b) (5) of
ERISA)  , a  dollar  amount  which  equals  the  present  value  of the  benefit
guaranteed for such Employee under Section 4022 of ERISA, or if the Plan has not
terminated,  the present  value of the benefit that would be  guaranteed  if the
Plan terminated on the date the benefit commences, determined in accordance with
regulations of the PBGC; and

(2) In the case of the other restricted Employees,  a dollar amount which equals
the present value of the maximum benefit  described in Section  4022(b)(3)(B) of
ERISA  (determined  on the earlier of the date the Plan  terminates  or the date
benefits  commence,  and  determined in  accordance  with  regulations  of PBGC)
without regard to any other limitations in Section 4022 of ERISA.

15.2 In the event of plan  termination,  the  benefit of any highly  compensated
active or former  employee  is  limited to a benefit  that is  nondiscriminatory
under Section 401(a)(4) of the Code.

For Plan Years  beginning on or after January 1, 1992,  benefits  distributed to
any of the 25 most  highly  compensated  active  and former  Highly  Compensated
Employees are  restricted  such that the annual  payments are no greater than an
amount equal to the payment that would be made on behalf of the Employee under a
straight  life  annuity  that  is the  actuarial  equivalent  of the  sum of the
Employee's Accrued Benefit and the Employee's other benefits under the Plan.

The preceding  paragraph shall not apply if: (a) after payment of the benefit to
an  Employee  described  in the  preceding  paragraph,  the value of Plan assets
equals or  exceeds  110% of the value of  current  liabilities,  as  defined  in
Section  412(l)(7) of the Code, or (b) the value of the benefits for an Employee
described above is less than 1% of the value of current liabilities.

For purposes of this section, benefit includes loans in excess of the amount set
forth in Section 72 (p) (2) (A) of the Code, any periodic income, any withdrawal
values payable to a living Employee,  and any death benefits not provided for by
insurance on the Employee's life.

                                  Article XVI.
                                PLAN TERMINATION

16.1 Right to Terminate.  In accordance  with the  procedures  set forth in this
Article,  the Employer may  terminate  the Plan at any time. In the event of the
dissolution,  merger,  consolidation or reorganization of the Employer, the Plan
shall  terminate  and the Trust  Fund  shall be  liquidated  unless  the Plan is
continued  by a successor  to the  Employer in  accordance  with  Section  14.1.
However,  any  termination  (other than a partial  termination or an involuntary
termination pursuant to Section 4042 of ERISA) must satisfy the requirements and
follow the  procedures in Section 4041 of ERISA for a Standard  Termination or a
Distress Termination.

16.2 Partial  Termination.  Upon termination of the Plan with respect to a group
of Participants which constitutes a partial termination of the Plan, the Trustee
shall separately account for the benefit of the Participants then or theretofore
employed by the Employer with respect to which the Plan is being  terminated the
proportionate   interest  of  such   Participants   in  the  Trust  Fund.   Such
proportionate  interest  shall be determined  by the Actuary.  The Actuary shall
make this  determination on the basis of the contributions made by the Employer,
the  provisions of this Article,  and such other  considerations  as the Actuary
deems appropriate, including interpretations of Plan provisions by the Committee
and other  Fiduciaries.  Each such  proportionate  interest of all  Participants
affected thereby shall become fully vested and nonforfeitable.

The  funds so  separately  accounted  for  shall be used by the  Trustee  to pay
benefits to or on behalf of Participants in accordance with Section 16.3.

16.3  Liquidation  of  Trust  Fund.  Upon  termination  of  the  Plan,  or  upon
termination  of employment  of a group of  Participants  constituting  a partial
termination of the Plan, each such Participant's  Accrued Benefit as of the date
of  termination  shall  become  fully  vested and  nonforfeitable  to the extent
funded.  The  assets  of the  Trust  Fund,  or the  portion  thereof  separately
accounted  for in  accordance  with Section  16.2,  shall be  liquidated  (after
provision is made for the expenses of  liquidation)  by the payment or provision
for the payment of benefits.  No  liquidation  of assets and payment of benefits
(or provision  therefor) shall actually be made by the Trustee until after it is
advised by the  Employer in writing  that  applicable  requirements,  if any, of
ERISA  governing  termination of "Employee  Pension Benefit Plans" have been, or
are being, complied with or that appropriate authorizations, waivers, exemptions
or variances have been, or are being, obtained.

16.4 Manner of Distribution. Subject to the foregoing provisions of this Article
XVI, any distribution  after-termination of the Plan may be made, in whole or in
part,  to  the  extent  that  no  discrimination  in  value  results,  in  cash,
in-securities or other assets in kind, or in nontransferable  annuity contracts.
All  noncash  distributions  shall be  valued  at fair  market  value at date of
distribution.  The terms of any annuity  contracts  purchased and distributed by
the Plan to a Participant or Spouse shall comply with the  requirements  of this
Plan.

16.5 Residual  Amounts.  In no event shall the Employer receive any amounts from
the Trust Fund upon  termination of the Plan,  except that, and  notwithstanding
any other  provision of the Plan,  the Employer  shall receive such amounts,  if
any, as may remain after the  satisfaction  of all  liabilities  of the Plan and
arising out of any variations between actual requirements and expected actuarial
requirements.

16.6 Authority upon  Termination.  If pursuant to the provisions of the Plan the
Employer's  liability  for  further  contributions  is  terminated  without  any
assumption by any other corporation or business organization, the members of the
last governing body of the Employer shall  nevertheless  thereafter have all the
rights and powers  exercisable by the Employer  hereunder,  and any certificate,
instrument,  or  direction  signed by such persons or person shall have the same
effect as if signed by the Employer.

                                 Article XVII.
                           EXPENSES OF ADMINISTRATION

17.1  Expenses.  The  Trustee  shall  pay all  reasonable  expenses  necessarily
incurred  by the  Trustee in the  administration  of the Plan and Trust from the
Trust Fund unless such expenses are paid by the Employer. The Employer shall pay
the Trustee such compensation as shall be arranged therefor between the Employer
-and  the  Trustee  by  separate   instrument.   The  amount  of  the  Trustee's
compensation and its administration expenses to be paid by the Employer shall be
a lien upon the Trust Fund until paid by the Employer;  provided,  however, that
in the  event the  Trustee's  compensation  is to be paid  from the  Trust  Fund
pursuant to this Section, any individual serving as Trustee who already receives
full-time pay from the Employer  shall not receive any  additional  compensation
for serving as Trustee.  After the discontinuance of the Plan or the termination
of this Trust, the expenses of the Committee and of the Trustee shall be charged
upon and paid from the Trust Fund in the hands of the Trustee.

                                 Article XVIII.
                        CONSTRUCTION OF TRUST AGREEMENT

18.1  Governing Law. This  Agreement and the Trust hereby  established  shall be
governed,  construed,  and regulated in all respects by the laws of the State of
Mississippi to the extent that such laws are not preempted by federal law.

18.2 Construction. The headings and subheadings in this Plan and Trust have been
inserted for convenience of reference only and are to be ignored in construction
of the provisions  hereof. In the construction  hereof, the neuter shall include
masculine  and  feminine  and the  singular  the plural in all cases  where such
meanings would be appropriate.

IN WITNESS  WHEREOF the parties have executed this Amendment and  Restatement on
the dates specified below each's signature.

DELTA AND PINE LAND COMPANY

By:     /s/ W.T. Jagodinski
        --------------------

Title:  SVP/CFO


Date:   February 19, 2003

EMPLOYER



/s/ W.T. Jagodinski
----------------------
W. T. JAGODINSKI

Date:  February 19, 2002

/s/ Murray Robinson
----------------------
F. MURRAY ROBINSON

Date:  February 19, 2002


/s/ R.D. Greene
----------------------
RICKY D. GREENE


Date:  February 19, 2002

TRUSTEE

<PAGE>



                             FIRST AMENDMENT TO THE
                           DELTA AND PINE LAND COMPANY
                                 RETIREMENT PLAN
                 (as amended and restated as of January 1, 1997)



THIS  AMENDMENT  is made and  entered  into by and  between  DELTA AND PINE LAND
COMPANY (the "Employer") and W. T. JAGODINSKI,  F. MURRAY ROBINSON, and RICKY D.
GREENE (the "Trustees").

                              W I T N E S S E T H:


WHEREAS,  the  Employer  has  maintained  a  retirement  plan for the benefit of
eligible employees since January 1, 1975; and

WHEREAS, effective as of December 23, 1986, the Employer adopted and established
the Delta and Pine Land  Retirement  Plan and Trust (the  "Plan") an  amendment,
restatement  and  continuation of the Southwide,  Inc.  Employee Stock Ownership
Plan to provide retirement benefits for its employees; and

WHEREAS,  the Employer amended and restated the Plan effective  January 1, 1997;
and

WHEREAS,  the  Employer  has the right  under the terms of the Plan to amend the
Plan; and

WHEREAS,  the  Internal  Revenue  Service has issued a  favorable  determination
letter  that the Plan is  qualified  under the  Internal  Revenue  Code of 1986,
provided however, such determination was expressly conditioned upon the Employer
adopting this Amendment;

NOW,  THEREFORE,  in consideration  of the premises,  the Plan is amended in the
following respect, effective January 1, 1997:

                                       1.

The phrase  "Section  402(e)(3)"  shall be substituted  for the phrase  "Section
402(a)(8)" in the thirteenth line of Section 5.6(d)(1).

                                       2.

Except for this Amendment, the provisions of the Plan shall remain unchanged.

IN WITNESS  WHEREOF,  the parties have executed this First Amendment on this the
23rd day of October, 2002.

DELTA AND PINE LAND COMPANY


By: /s/ W.T. Jagodinski
    -------------------

Title: President and CEO

EMPLOYER

/s/ W.T. Jagodinski
---------------------

W. T. JAGODINSKI

/s/ Murray Robinson
----------------------
F. MURRAY ROBINSON

/s/ Ricky D. Greene
----------------------
RICKY D. GREENE

TRUSTEE


<PAGE>



                                SECOND AMENDMENT
                                     TO THE
                             DELTA PINE LAND COMPANY
                                 RETIREMENT PLAN
                 (as amended and restated as of January 1, 1997)

Adoption and Effective  Date of Amendment.  This Amendment of the Delta and Pine
Land  Company  Retirement  Plan (the "Plan") by DELTA AND PINE LAND COMPANY (the
"Employer") is adopted to reflect certain  provisions of the Economic Growth and
Tax Relief Reconciliation Act of 2001 ("EGTRRA").  This Amendment is intended as
good faith  compliance with the requirements of EGTRRA and is to be construed in
accordance  with EGTRRA and  guidance  issued  thereunder.  Except as  otherwise
provided,  this  Amendment  shall be  effective as of the first day of the first
Plan Year beginning after December 31, 2001.

Supersession  of  Inconsistent  Provisions.  This Amendment  shall supersede the
provisions of the Plan to the extent those provisions are inconsistent  with the
provisions of this Amendment.

                                       1.

                            LIMITATIONS ON BENEFITS

A.  Effective  Date.  This Section 1 shall be  effective  for  Limitation  Years
beginning after December 31, 2001.

B. Effect on Participants.  Benefit increases resulting from the increase in the
limitations  of Section  415(b) of the Code will be  provided  to the  following
Participants:

                   all current and former Participants (with benefits limited by
          -----    Section 415(b)) who have an accrued benefit under the Plan
                   immediately prior to the effective date of this Section 1
                   (other than an accrued benefit resulting from a benefit
                   increase solely as a result of the increases in limitations
                   under Section 415(b)).

          X        all Employees participating in the Plan who have one Hour of
          -----    Service on or after the first day of the first Limitation
                   Year ending after December 31, 2001.

C.  Disaggregation.  This Plan may not be aggregated with a  multiemployer  plan
(within the meaning of Code  Section  414(f)) for  purposes of applying  Section
415(b)(1)(B) with respect to this Plan.

D. Definitions.

(1) Defined benefit dollar  limitation.  The "defined benefit dollar limitation"
is $160,000, as adjusted, effective January 1 of each year, under Section 415(d)
of the Code in such manner as the Secretary shall prescribe,  and payable in the
form of a straight life annuity.  A limitation as adjusted  under Section 415(d)
will apply to limitation years ending with or within the calendar year for which
the adjustment applies.

(2) Maximum permissible benefit. The "maximum permissible benefit" is the lesser
of the Defined  Benefit Dollar  Limitation or the defined  benefit  compensation
limitation (both adjusted where required, as provided in (a) and, if applicable,
in (b) or (c) below).

(a) If the participant has fewer than 10 years of participation in the Plan, the
Defined  Benefit Dollar  Limitation  shall be multiplied by a fraction,  (i) the
numerator of which is the number of years (or part thereof) of  participation in
the Plan and (ii) the  denominator  of which is 10. In the case of a Participant
who has fewer than 10 years of service with the  Employer,  the defined  benefit
compensation  limitation shall be multiplied by a fraction, (i) the numerator of
which is the number of years (or part  thereof) of service with the Employer and
(ii) the denominator of which is 10.

(b) If the benefit of a Participant  begins prior to age 62, the Defined Benefit
Dollar Limitation applicable to the Participant at such earlier age is an annual
benefit payable in the form of a straight life annuity  beginning at the earlier
age that is the actuarial  equivalent of the Defined  Benefit Dollar  Limitation
applicable to the Participant at age 62 (adjusted under (a) above, if required).
The Defined  Benefit Dollar  Limitation  applicable at an age prior to age 62 is
determined  as the lesser of (i) the actuarial  equivalent  (at such age) of the
Defined Benefit Dollar Limitation computed using the interest rate and mortality
table (or other tabular factor) specified in Section 2.1(b) of the Plan and (ii)
the actuarial  equivalent (at such age) of the Defined Benefit Dollar Limitation
computed using a 5 percent  interest rate and the applicable  mortality table as
defined in Section  2.1(aa)(ii) of the Plan. Any decrease in the Defined Benefit
Dollar  Limitation  determined in accordance  with this  paragraph (b) shall not
reflect a mortality  decrement if benefits are not  forfeited  upon the death of
the  Participant.  If any benefits are forfeited upon death,  the full mortality
decrement  is taken into  account.

(c) If the benefit of a Participant begins after the Participant attains age 65,
the Defined Benefit Dollar Limitation applicable to the Participant at the later
age is the  annual  benefit  payable  in the  form of a  straight  life  annuity
beginning at the later age that is actuarially equivalent to the Defined Benefit
Dollar  Limitation  applicable to the  Participant at age 65 (adjusted under (a)
above,  if required).  The actuarial  equivalent of the Defined  Benefit  Dollar
Limitation  applicable at an age after age 65 is determined as (i) the lesser of
the actuarial  equivalent (at such age) of the Defined Benefit Dollar Limitation
computed using the interest rate and mortality  table (or other tabular  factor)
specified in Section  2.1(b) of the Plan and (ii) the actuarial  equivalent  (at
such age) of the Defined  Benefit Dollar  Limitation  computed using a 5 percent
interest  rate  assumption  and the  applicable  mortality  table as  defined in
Section  2.1(aa)(ii) of the Plan. For these purposes,  mortality  between age 65
and the age at which benefits commence shall be ignored.

                                       2.

                         INCREASE IN COMPENSATION LIMIT

A. Increase in Limit.  The annual  compensation of each  Participant  taken into
account  in  determining  benefit  accruals  in any Plan  Year  beginning  after
December  31,  2001  shall  not  exceed  $200,000.   Annual  compensation  means
compensation during the plan year or such other consecutive 12-month period over
which  compensation is otherwise  determined  under the Plan (the  determination
period).  For purposes of determining  benefit accruals in a Plan year beginning
after December 31, 2001,  compensation for any prior determination  period shall
be limited to:

            X      $200,000
          -----

                   $150,000 for any determination period beginning in 1996 or
          -----    earlier; $160,000 for any determination period beginning in
                   1997, 1998 or 1999; and $170,000 for any determination period
                   beginning in 2000 or 2001.

B.  Cost-of-Living  Adjustment.  The $200,000  limit on annual  compensation  in
Section 2A shall be adjusted for  cost-of-living  increases in  accordance  with
Section 401(a)(17)(B) of the Code. The cost-of-living adjustment in effect for a
calendar year applies to annual  compensation of the  determination  period that
begins with or within such calendar year.

                                       3.

                        MODIFICATION OF TOP-HEAVY RULES

A.  Effective  Date.  This  Section 3 shall apply for  purposes  of  determining
whether the Plan is a top-heavy  plan under Section  416(g) of the Code for Plan
Years  beginning  after  December 31, 2001,  and whether the Plan  satisfies the
minimum benefits requirements of Section 416(c) of the Code for such years. This
Section 3 amends Section 5.6 of the Plan.

B. Determination of Top-Heavy Status.

(1) Key Employee.  Key Employee means any Employee or former Employee (including
any deceased  employee)  who at any time during the plan Year that  includes the
determination  date was an officer of the Employer  having  annual  compensation
greater than $130,000 (as adjusted under Section  416(i)(1) of the Code for Plan
Years beginning after December 31, 2002), a 5-percent owner of the Employer,  or
a  1-percent  owner of the  Employer  having  annual  compensation  of more than
$150,000.  For this purpose,  annual  compensation means compensation within the
meaning of Section  415(c)(3)  of the Code.  The  determination  of who is a key
employee will be made in accordance  with Section  416(i)(1) of the Code and the
applicable  regulations  and other  guidance  of  general  applicability  issued
thereunder.

(2) Determination of Present Values and Amounts. This Section 4B shall apply for
purposes of determining  the present values of accrued  benefits and the amounts
of account balances of Employees as of the determination date.

(3)  Distributions  During Year Ending on the  Determination  Date.  The present
values of accrued benefits and the amounts of account balances of an Employee as
of the  determination  date shall be  increased by the  distributions  made with
respect to the  employee  under the Plan and any plan  aggregated  with the Plan
under  Section  416(g)(2)  of the Code  during the 1-year  period  ending on the
determination  date. The preceding  sentence  shall also apply to  distributions
under a  terminated  plan  which,  had it not been  terminated,  would have been
aggregated with the Plan under Section  416(g)(2)(A)(i) of the Code. In the case
of a distribution  made for a reason other than separation from service,  death,
or disability,  this provision shall be applied by substituting  "5-year period"
for "1-year period".

(4) Employees not Performing  Services  During Year Ending on the  Determination
Date. The accrued  benefits and accounts of any individual who has not performed
services for the Employer  during the 1-year period ending on the  determination
date shall not be taken into account.

C. Minimum Benefits. For purposes of satisfying the minimum benefit requirements
of Section  416(c)(1) of the Code and the Plan, in determining  years of service
with the Employer,  any service with the Employer  shall be  disregarded  to the
extent  that such  service  occurs  during a Plan  Year  when the Plan  benefits
(within the meaning of Section 410(b) of the Code) no Key Employee or former Key
Employee.

D. Minimum  Benefits for Employees Also Covered Under Another Plan. The Employee
must describe below the extent,  if any, to which the top-heavy  minimum benefit
requirement  of Section  416(c) of the Code and Section 5.6 of the Plan shall be
met in another plan. This should include the name of the other plan, the minimum
benefit that will be provided  under such other plan, and the Employees who will
receive  the  minimum  benefit  under such other  plan:  The Delta and Pine Land
Company  Savings Plan; the minimum  benefit and the persons  entitled to receive
such benefit shall be determined in accordance with the terms of such plan.

                                       4.

                        DIRECT ROLLOVERS TO OTHER PLANS

A.  Effective  Date.  This  Section 4 shall  apply to  distributions  made after
December 31, 2001.

B.  Modification of Definition of Eligible  Retirement Plan. For purposes of the
direct rollover  provisions in Section 6.10 of the Plan, an eligible  retirement
plan shall also mean an annuity contract described in Section 403(b) of the Code
and an eligible plan under  Section  457(b) of the Code which is maintained by a
state,  political  subdivision of a state, or any agency or instrumentality of a
state of political subdivision of a state and which agrees to separately account
for  amounts  transferred  into  such plan from this  plan.  The  definition  of
eligible  retirement  plan shall also apply in the case of a  distribution  to a
surviving  spouse,  or to a spouse or former spouse who is the  alternate  payee
under a qualified  domestic  relation order, as defined in Section 414(p) of the
Code.

                                       5.

                           ROLLOVERS FROM OTHER PLANS

If elected by the  Employer  below,  the Plan will accept  Participant  rollover
contributions  and/or direct rollovers of distributions  made after December 31,
2001  from  the  types  of plans  specified  below,  after  the  effective  date
indicated.

Direct Rollovers:

The Plan will accept a direct rollover of an eligible rollover distribution from
(select one or more):


   X      not applicable - the Plan will not accept direct rollovers.
-----

-----     a  qualified  plan  described  in  Section  401(a)  or 403(a) of the
          Code, excluding after-tax employee contributions.
-----     an annuity contract described in Section 403(b) of the Code, excluding
          after-tax employee contributions.
-----     an eligible plan under Section 457(b) of the Code which is maintained
          by a state,  political  subdivision
          of a state, or an agency or instrumentality of a state or political
          subdivision of a state.

          Participant Rollover Contributions from Other Plans:

The  Plan  will  accept  a  Participant  contribution  of an  eligible  rollover
distribution from (select one or more):

  X       not applicable - the Plan will not accept a Participant contribution
 -----    of an eligible rollover distribution.

 -----    a qualified plan described in Section 401(a) or 403(a) of the Code.

 -----    an annuity contract described in Section 403(b) of the Code.

 -----    an eligible plan under Section 457(b) of the Code which is
          maintained by a state, political subdivision of a state, or any agency
          or instrumentality of a state or political subdivision of a state.

Participant Rollover Contributions from IRAs:

The Plan

         will
-----
   X     will not
-----

accept a Participant rollover contribution of the portion of a distribution from
an  individual  retirement  account or annuity  described  in Section  408(a) or
408(b) of the Code that is  eligible to be rolled  over and would  otherwise  be
includable in gross income.

Effective  Date  of  Direct  Rollover  and  Participant  Rollover   Contribution
Provisions:

This  Section 5 shall be  effective  January 1, 2002  (cannot  be  earlier  than
January 1, 2002).



                                    EXECUTION

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed by its
duly authorized representative on this the 20th day of December, 2002.


DELTA AND PINE LAND COMPANY


By:/s/ W.T. Jagodinski
   ---------------------

Title: President & CEO

EMPLOYER

Amendment approved by Trustees:


/s/ W.T Jagodinski
------------------------
W. T. JAGODINSKI

/s/ Murray Robinson
------------------------
F. MURRAY ROBINSON

/s/ R.D. Greene
------------------------
RICKY D. GREENE

                                   TRUSTEES


<PAGE>



                                 THIRD AMENDMENT
                                     TO THE
                           DELTA AND PINE LAND COMPANY
                                 RETIREMENT PLAN
                 (as amended and restated as of January 1, 1997)



THIS  AMENDMENT  is made and  entered  into by and  between  DELTA AND PINE LAND
COMPANY (the "Employer") and W. T. JAGODINSKI,  F. MURRAY ROBINSON, and RICKY D.
GREENE (the "Trustees").

                              W I T N E S S E T H:


WHEREAS,  the  Employer  has  maintained  a  retirement  plan for the benefit of
eligible employees since January 1, 1975; and

WHEREAS, effective as of December 23, 1986, the Employer adopted and established
the Delta and Pine Land  Retirement  Plan and Trust (the  "Plan") an  amendment,
restatement  and  continuation of the Southwide,  Inc.  Employee Stock Ownership
Plan to provide retirement benefits for its employees; and

WHEREAS,  the Employer amended and restated the Plan effective  January 1, 1997;
and

WHEREAS,  the  Employer  has the right  under the terms of the Plan to amend the
Plan; and

WHEREAS,  the  Employer  has amended  the Plan as  required  as a  condition  of
issuance  of the  favorable  determination  letter for  changes in the law since
1994; and

WHEREAS,  the Employer  desires to further amend the Plan to adopt the mortality
table  prescribed by Revenue  Procedure  2001-62 and to clarify the  integration
level utilized under the terms of the Plan;

NOW,  THEREFORE,  in consideration  of the premises,  the Plan is amended in the
following  respects:

1.

Effective December 31, 2002, Section 2.1

(aa) is amended to read as follows: (aa) Present Value of Accrued Benefit.

The lump sum value of a  Participant's  Accrued  Benefit  at date of  valuation,
calculated based on the following assumptions:

                  Mortality Table:  the GATT Mortality Table

                  Interest Rate:  the Section 417 Interest Rate

The GATT Mortality  Table is the Table  specified in Revenue Ruling 2001-62 (the
1994 Group Annuity  Reserving  Table) for use in calculating the minimum present
value of lump sum benefits  under Section  417(e)(3) of the Code.  However,  the
GATT Mortality  Table shall  automatically  be the table specified in any future
Revenue  Ruling or federal  regulations  that amend or supercede  Revenue Ruling
2001-62 by specifying a new mortality table for purposes of Section 417(e)(3) of
the Code,  as  amended.  The  Section  417  Interest  Rate is the annual rate of
interest  on 30-year  Treasury  securities  in effect for the month  immediately
preceding  the  beginning  of the Plan Year in which the single  sum  payment is
made.

2.

Effective  January 1, 2003,  the second  paragraph  of Section 5.1 is amended to
read as follows: The Integration Level shall be greater of (a) or (b) where:

(a) equals one-half (1/2) of Covered  Compensation for an individual who attains
his Social  Security  Retirement  Age during  the Plan Year (or,  for 2003,  who
attains age 66 during the Plan Year) and

(b) equals $10,000.

3.

Except for this Amendment, the provisions of the Plan shall remain unchanged.

IN WITNESS  WHEREOF,  the parties have executed this Third Amendment on this the
20th day December, 2002.

DELTA AND PINE LAND COMPANY


By: /s/ W.T.Jagodinski
    ----------------------

Title: President and CEO

EMPLOYER

/s/ W.T. Jagodinski
--------------------------
W. T. JAGODINSKI

/s/ Murray Robinson
--------------------------
F. MURRAY ROBINSON

/s/ R.D. Greene
--------------------------
RICKY D. GREENE


TRUSTEES