The Robert Mondavi Corporation
Deferred Compensation Plan for Directors
Master Plan Document


                            Effective January 1, 1997




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The Robert Mondavi Corporation
Deferred Compensation Plan for Directors
Master Plan Document
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                                TABLE OF CONTENTS
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Purpose...........................................................................................................1

ARTICLE 1.........................................................................................................1

ARTICLE 2.........................................................................................................6
    2.1 Selection by Committee....................................................................................6
    2.2 Enrollment Requirements...................................................................................6
    2.3 Eligibility; Commencement of Participation................................................................6
    2.4 Termination of Participation and/or Deferrals.............................................................6

ARTICLE 3.........................................................................................................7
    3.1 Minimum Deferral..........................................................................................7
    3.2 Maximum Deferral..........................................................................................7
    3.3 Election to Defer; Effect of Election Form................................................................7
    3.4 Withholding of Deferral Amounts...........................................................................8
    3.5 Interest Crediting Prior to Distribution..................................................................8
    3.6 Interest Crediting for Installment Distributions..........................................................8
    3.7 Taxes.....................................................................................................8

ARTICLE 4.........................................................................................................9
    4.1 Short-Term Payout.........................................................................................9
    4.2 Other Benefits Take Precedence Over Short-Term Payout.....................................................9
    4.3 Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies.....................................9
    4.4 Withdrawal Election......................................................................................10

ARTICLE 5........................................................................................................10
    5.1 Termination Benefit......................................................................................10
    5.2 Payment of Termination Benefit...........................................................................10
    5.3 Death Prior to Completion of Termination Benefit.........................................................10

ARTICLE 6........................................................................................................11
    6.1 Pre-Termination Survivor Benefit.........................................................................11
    6.2 Payment of Pre-Termination Survivor Benefit..............................................................11

ARTICLE 7........................................................................................................12
    7.1 Beneficiary..............................................................................................12
    7.2 Beneficiary Designation; Change; Spousal Consent.........................................................12
    7.3 Acknowledgment...........................................................................................12
    7.4 No Beneficiary Designation...............................................................................12
    7.5 Doubt as to Beneficiary..................................................................................12
    7.6 Discharge of Obligations.................................................................................12
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Deferred Compensation Plan for Directors
Master Plan Document
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ARTICLE 8........................................................................................................13
    8.1 Termination..............................................................................................13
    8.2 Amendment................................................................................................13
    8.3 Plan Agreement...........................................................................................14
    8.4 Interest Rate in the Event of a Change in Control........................................................14
    8.5 Effect of Payment........................................................................................14

ARTICLE 9........................................................................................................14
    9.1 Committee Duties.........................................................................................14
    9.2 Agents...................................................................................................14
    9.3 Binding Effect of Decisions..............................................................................14
    9.4 Indemnity of Committee...................................................................................15
    9.5 Employer Information.....................................................................................15

ARTICLE 10.......................................................................................................15
    10.1 Coordination with Other Benefits........................................................................15

ARTICLE 11.......................................................................................................15
    11.1 Presentation of Claim...................................................................................15
    11.2 Notification of Decision................................................................................16
    11.3 Review of a Denied Claim................................................................................16
    11.4 Decision on Review......................................................................................17
    11.5 Legal Action............................................................................................17

ARTICLE 12.......................................................................................................17
    12.1 Establishment of the Trust..............................................................................17
    12.2 Interrelationship of the Plan and the Trust.............................................................17
    12.3 Distributions From the Trust............................................................................17

ARTICLE 13.......................................................................................................18
    13.1 Status of Plan..........................................................................................18
    13.2 Unsecured General Creditor..............................................................................18
    13.3 Employer's Liability....................................................................................18
    13.4 Nonassignability........................................................................................18
    13.5 Not a Contract of Employment............................................................................18
    13.6 Furnishing Information..................................................................................18
    13.7 Terms...................................................................................................19
    13.8 Captions................................................................................................19
    13.9 Governing Law...........................................................................................19
    13.10 Notice.................................................................................................19
    13.11 Successors.............................................................................................19
    13.12 Spouse's Interest......................................................................................19
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Deferred Compensation Plan for Directors
Master Plan Document
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    13.13 Validity...............................................................................................20
    13.14 Incompetent............................................................................................20
    13.15 Court Order............................................................................................20
    13.16 Distribution in the Event of Taxation..................................................................20
    13.17 Insurance..............................................................................................21
    13.18 Legal Fees To Enforce Rights After Change in Control...................................................21
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<PAGE>
The Robert Mondavi Corporation
Deferred Compensation Plan for Directors
Master Plan Document



                         THE ROBERT MONDAVI CORPORATION
                    DEFERRED COMPENSATION PLAN FOR DIRECTORS

                            Effective January 1, 1997


                                     Purpose


                  The purpose of this Plan is to provide specified benefits to
Directors who contribute materially to the continued growth, development and
future business success of The Robert Mondavi Corporation, a California
corporation, and its subsidiaries, if any, that sponsor this Plan. This Plan
shall be unfunded for tax purposes and for purposes of Title I of ERISA.



                                    ARTICLE 1
                                   Definitions


                  For purposes of this Plan, unless otherwise clearly apparent
from the context, the following phrases or terms shall have the following
indicated meanings:


1.1  "Account  Balance"  shall mean the Deferral  Account  balance.  The Account
     Balance shall be a bookkeeping entry only and shall be utilized solely as a
     device for the measurement and determination of the amounts to be paid to a
     Participant, or his or her designated Beneficiary, pursuant to this Plan.

1.2  "Annual  Deferral  Amount"  shall  mean  that  portion  of a  Participant's
     Directors  Fees that a  Participant  elects to have,  and is  deferred,  in
     accordance  with  Article  3,  for any one  Plan  Year.  In the  event of a
     Participant's  Termination of Directorship prior to the end of a Plan Year,
     such year's  Annual  Deferral  Amount shall be the actual  amount  withheld
     prior to such event.

1.3  "Beneficiary"  shall  mean one or more  persons,  trusts,  estates or other
     entities,  designated  in  accordance  with Article 7, that are entitled to
     receive benefits under this Plan upon the death of a Participant.

1.4  "Beneficiary Designation Form" shall mean the form established from time to
     time by the Committee  that a Participant  completes,  signs and returns to
     the Committee to designate one or more Beneficiaries.

1.5  "Board" shall mean the board of directors of the Company.

1.6  "Change in Control"  shall mean the first to occur of any of the  following
     events:


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The Robert Mondavi Corporation
Deferred Compensation Plan for Directors
Master Plan Document


          (a)  Any  "person"  (as  that  term is used in  Section  13(d)(3)  and
               14(d)(2)  of the  Securities  Exchange  Act of  1934)  ("Exchange
               Act"),  other  than  Robert  G.  Mondavi,  the issue of Robert G.
               Mondavi and Majorie Mondavi, and any entity with respect to which
               Robert G. Mondavi or such issue have  investment  or  dispositive
               power or authority  ("Mondavi"),  after the Effective  Date,  has
               beneficial   ownership   (within   the   meaning  of  Rule  13d-3
               promulgated  under  the  Exchange  Act)  of  50% or  more  of the
               Company's  outstanding  Class A  Common  Stock  or 20% or more of
               either  (i) the  combined  voting  power of the then  outstanding
               shares of common stock of the Company (the  "Outstanding  Company
               Common  Stock")  or (ii) the  combined  voting  power of the then
               outstanding  voting  securities  of the Company  entitled to vote
               generally in the election of directors (the "Outstanding  Company
               Voting Securities");  provided, however that for purposes of this
               subsection (a), the following  acquisitions  of securities  shall
               not constitute a Change in Control: (1) any acquisitions directly
               from the Company;  (2) any acquisition by the Company,  including
               any   acquisition   which,  by  reducing  the  number  of  shares
               outstanding,  is the sole cause for  increasing the percentage of
               shares  beneficially  owned by any such  Person  to more than the
               applicable percentage set forth above; (3) any acquisition by any
               employee  benefit plan (or related trust) sponsored or maintained
               by the Company or by any  corporation  controlled by the Company;
               or  (4)  any  acquisition  by  any  corporation   pursuant  to  a
               transaction  which  complies  with clauses (i), (ii) and (iii) of
               Section 1.10(c); or

          (b)  Individuals  who, as of the Effective Date,  constitute the Board
               (the  "Incumbent  Board")  cease for any reason to  constitute at
               least a  majority  of the  Board;  provided,  however,  that  any
               individual  becoming a director  subsequent to the Effective Date
               whose  election,  or  nomination  for  election by the  Company's
               shareholders,  was approved by a vote of at least  three-quarters
               of the directors then  comprising the Incumbent  Board,  shall be
               considered as though such  individual  were a member of Incumbent
               Board, but excluding, for this purpose, any such individual whose
               initial  assumption  of office occurs as a result of an actual or
               threatened  election  contest  with  respect to the  election  or
               removal of directors or other actual or  threatened  solicitation
               of proxies or consents by or on behalf of a Person other than the
               Board; or

          (c)  Consummation  by  the  Company  of a  reorganization,  merger  or
               consolidation   or  sale   or   other   disposition   of  all  or
               substantially  all of the assets of the Company or acquisition of
               assets of another corporation (a "Business Combination"), in each
               case,  unless,  following such Business  Combination,  (i) all or
               substantially  all of the  individuals  and entitles who were the
               beneficial  owners,  respectively,  of  the  Outstanding  Company
               Common  Stock  and  the  Outstanding  Company  Voting  Securities
               immediately prior to such


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The Robert Mondavi Corporation
Deferred Compensation Plan for Directors
Master Plan Document

               Business Combination  beneficially  own,  directly or indirectly,
               more than 50% of, respectively,  the then outstanding shares
               of common  stock and the  combined  voting power of the then
               outstanding voting securities  entitled to vote generally in
               the  election  of  directors,  as the  case  may be,  of the
               corporation   resulting   from  such  Business   Combination
               (including,  without  limitation,  a corporation  which as a
               result  of  such  transaction  owns  the  Company  or all of
               substantially all of the Company's assets either directly or
               through one or more  subsidiaries) in substantially the same
               proportions as their  ownership,  immediately  prior to such
               Business  Combination,  of the  Outstanding  Company  Common
               Stock and the Outstanding Company Voting Securities,  as the
               case may be, (ii) no Person  (excluding any employee benefit
               plan (or related  trust) of the Company or such  corporation
               resulting from such Business Combination) beneficially owns,
               directly or indirectly,  20% or more of,  respectively,  the
               then  outstanding  shares of common stock of the corporation
               resulting  from such  Business  Combination  or the combined
               voting power of the then  outstanding  voting  securities of
               such  corporation  except to the extent that such  ownership
               existed prior to the Business Combination and (iii) at least
               a majority of the members of the board of  directors  of the
               corporation  resulting from such Business  Combination  were
               members of the Incumbent  Board at the time of the execution
               of the  initial  agreement,  or of the  action of the Board,
               providing for such Business Combination; or

          (d)  Approval  by  the  shareholders  of  the  Company  of a  complete
               liquidation or dissolution of the Company.

1.7  "Claimant" shall have the meaning set forth in Section 11.1.

1.8  "Code" shall mean the Internal  Revenue Code of 1986,  as it may be amended
     from time to time.



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The Robert Mondavi Corporation
Deferred Compensation Plan for Directors
Master Plan Document

1.9  "Committee" shall mean the committee described in Article 9.

1.10 "Company"  shall  mean  The  Robert  Mondavi   Corporation,   a  California
     corporation, and any successor to all or substantially all of the Company's
     assets or business.

1.11 "Crediting  Rate" shall mean, for each Plan Year, an interest rate,  stated
     as an annual rate,  determined  and announced by the  Committee  before the
     Plan  Year  for  which  it is to be  used  that  is  equal  to  120% of the
     applicable  "Moody's  Rate." The  Moody's  Rate for a Plan Year shall be an
     interest rate,  stated as an annual rate,  that (i) is published in Moody's
     Bond  Record   under  the  heading  of   "Moody's   Corporate   Bond  Yield
     Averages--Av.  Corp," and (ii) is equal to the average corporate bond yield
     calculated  for the month of September that  immediately  precedes the Plan
     Year for which the rate is to be used.

1.12 "Deferral Account" shall mean (i) the sum of all of a Participant's  Annual
     Deferral  Amounts,  plus (ii) interest  credited in accordance with all the
     applicable  interest  crediting  provisions of this Plan that relate to the
     Participant's  Deferral Account,  less (iii) all distributions  made to the
     Participant or his or her Beneficiary  pursuant to this Plan that relate to
     the  Participant's  Deferral  Account.  This account shall be a bookkeeping
     entry only and shall be utilized solely as a device for the measurement and
     determination of the amounts to be paid to the  Participant,  or his or her
     designated Beneficiary, pursuant to this Plan.

1.13 "Director" shall mean any member of the board of directors of any Employer.

1.14 "Directors Fees" shall mean the annual fees paid by any Employer, including
     retainer fees and meetings fees, as  compensation  for serving on the board
     of directors.

1.15 "Election  Form" shall mean the form  established  from time to time by the
     Committee that a Participant completes,  signs and returns to the Committee
     to make an election under the Plan.

1.16 "Employer(s)" shall mean the Company and/or any of its subsidiaries (now in
     existence or hereafter  formed or acquired)  that have been selected by the
     Board to participate in the Plan and have adopted the Plan as a sponsor.

1.17 "ERISA" shall mean the Employee  Retirement Income Security Act of 1974, as
     it may be amended from time to time.

1.18 "Participant" shall mean any Director (i) who is selected to participate in
     the Plan,  (ii) who elects to  participate  in the Plan,  (iii) who signs a
     Plan Agreement,  an Election Form and a Beneficiary  Designation Form, (iv)
     whose signed Plan Agreement, Election Form and Beneficiary Designation Form
     are accepted by the Committee, (v) who commences participation in the Plan,
     and (vi) whose Plan Agreement has not terminated. A spouse or former spouse
     of a Participant  shall not be treated as a Participant in the Plan or have
     an account balance under the Plan, even if he or she has an interest in the
     Participant's  benefits


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The Robert Mondavi Corporation
Deferred Compensation Plan for Directors
Master Plan Document

     under the Plan as a result of applicable  law or property  settlements
     resulting from legal separation or divorce.


1.19 "Plan" shall mean the Company's  Deferred  Compensation Plan for Directors,
     which shall be evidenced by this instrument and by each Plan Agreement,  as
     they may be amended from time to time.

1.20 "Plan  Agreement"  shall mean a written  agreement,  as may be amended from
     time to time,  which is  entered  into by and  between  an  Employer  and a
     Participant.  Each  Plan  Agreement  executed  by  a  Participant  and  the
     Participant's  Employer  shall provide for the entire benefit to which such
     Participant is entitled to under the Plan,  and the Plan Agreement  bearing
     the  latest  date  of  acceptance  by  the  Committee   shall  govern  such
     entitlement.  The  terms of any Plan  Agreement  may be  different  for any
     Participant, and any Plan Agreement may provide additional benefits not set
     forth in the Plan or limit the benefits  otherwise provided under the Plan;
     provided, however, that any such additional benefits or benefit limitations
     must be agreed to by both the Employer and the Participant.

1.21 "Plan  Year"  shall  begin on January 1 of each year and  continue  through
     December 31.

1.22 "Pre-Termination  Survivor  Benefit"  shall mean the  benefit  set forth in
     Article 6.

1.23 "Short-Term Payout" shall mean the payout set forth in Section 4.1.

1.24 "Termination Benefit" shall mean the benefit set forth in Article 5.

1.25 "Termination  of  Directorship"  shall  mean the  severing  of service as a
     Director of all Employers, voluntarily or involuntarily, for any reason.

1.26 "Trust" shall mean the trust  established  pursuant to that certain  Master
     Trust  Agreement,  between the Company and the trustee  named  therein,  as
     amended from time to time.

1.27 "Unforeseeable  Financial Emergency" shall mean an unanticipated  emergency
     that is caused by an event beyond the control of the Participant that would
     result in severe financial hardship to the Participant resulting from (i) a
     sudden and unexpected illness or accident of the Participant or a dependent
     of the  Participant,  (ii) a loss  of  the  Participant's  property  due to
     casualty, or (iii) such other extraordinary and unforeseeable circumstances
     arising as a result of events beyond the control of the Participant, all as
     determined in the sole discretion of the Committee.



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                                    ARTICLE 2
                       Selection, Enrollment, Eligibility

2.1  Selection by Committee.  Participation  in the Plan shall be limited to the
     Directors of the Employers.

2.2  Enrollment  Requirements.  As a condition to  participation,  each selected
     Director  shall  complete,  execute  and  return  to the  Committee  a Plan
     Agreement,  an Election Form and a Beneficiary Designation Form, all within
     30  days  after  he or she is  selected  to  participate  in the  Plan.  In
     addition,  the  Committee  shall  establish  from time to time  such  other
     enrollment  requirements  as it  determines,  in its sole  discretion,  are
     necessary.

2.3  Eligibility; Commencement of Participation. Provided a Director selected to
     participate  in the Plan has met all enrollment  requirements  set forth in
     this Plan and required by the Committee,  including  returning all required
     documents to the Committee within the specified time period,  that Director
     shall  commence  participation  in the Plan on the  first  day of the month
     following  the  month  in  which  the  Director  completes  all  enrollment
     requirements.  If a Director fails to meet all such requirements within the
     required 30 day period,  that Director shall not be eligible to participate
     in the Plan until the first day of the Plan Year  following the delivery to
     and acceptance by the Committee of the required documents.

2.4  Termination of Participation and/or Deferrals.  If the Committee determines
     in good faith that a  Participant  no longer  qualifies as a Director,  the
     Committee  shall have the right, in its sole  discretion,  to (i) terminate
     any deferral  election the  Participant has made for the Plan Year in which
     the Participant's  membership status changes,  (ii) prevent the Participant
     from making future deferral  elections and/or (iii) immediately  distribute
     the  Participant's  then  Account  Balance  as a  Termination  Benefit  and
     terminate  the  Participant's  participation  in the Plan. If the Committee
     chooses to  terminate  the  Participant's  participation  in the Plan,  the
     Committee may, in its sole  discretion,  reinstate the  Participant to full
     Plan  participation  at such time in the  future as the  Participant  again
     becomes a Director.


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The Robert Mondavi Corporation
Deferred Compensation Plan for Directors
Master Plan Document


                                    ARTICLE 3
                  Deferral Commitments/Interest Crediting/Taxes

3.1  Minimum Deferral.  For each Plan Year, a Participant may elect to defer, as
     his or her  Annual  Deferral  Amount,  his or  her  Directors  Fees  in the
     following minimum amount for each deferral elected:

                                                           Minimum
                     Deferral                               Amount
                     --------                               ------
                Directors Fees                            $      0

               If no election is made, the amount deferred shall be zero.

3.2  Maximum Deferral.  For each Plan Year, a Participant may elect to defer, as
     his or her Annual  Deferral  Amount,  his or her  Directors  Fees up to the
     following maximum percentage:

                                                           Maximum
                     Deferral                           Percentage
                     --------                           ----------
                   Directors Fees                             100%

               Notwithstanding the foregoing, if a Participant first becomes a
               Participant after the first day of a Plan Year, or in the case of
               the first Plan Year of the Plan itself, the maximum Annual
               Deferral Amount shall be limited to the amount of Directors Fees
               not yet earned by the Participant as of the later of January 1,
               1997 or the date the Participant submits a Plan Agreement and
               Election Form to the Committee for acceptance.

3.3            Election to Defer; Effect of Election Form.

                      (a)       First Plan Year. In connection with a
                                Participant's commencement of participation in
                                the Plan, the Participant shall make an
                                irrevocable deferral election for the Plan Year
                                in which the Participant commences participation
                                in the Plan, along with such other elections as
                                the Committee deems necessary or desirable under
                                the Plan. For these elections to be valid, the
                                Election Form must be completed and signed by
                                the Participant, timely delivered to the
                                Committee (in accordance with Section 2.3 above)
                                and accepted by the Committee.

                      (b)       Subsequent Plan Years. For each succeeding Plan
                                Year, an irrevocable deferral election for that
                                Plan Year, and such other elections as the
                                Committee deems necessary or desirable under the
                                Plan, shall be made by timely delivering to the
                                Committee, in accordance with its rules and
                                procedures before the end of the Plan Year
                                preceding the Plan Year for which the election
                                is made, a new Election Form. If no Election
                                Form is timely

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Deferred Compensation Plan for Directors
Master Plan Document


                                delivered for a Plan Year, no Annual Deferral
                                Amount shall be withheld for that Plan Year.

3.4  Withholding of Deferral  Amounts.  For each Plan Year, the Annual  Deferral
     Amount  shall be withheld at the time the  Directors  Fees are or otherwise
     would be paid to the Participant.

3.5  Interest  Crediting  Prior to  Distribution.  Prior to any  distribution of
     benefits,   interest  shall  be  credited  and  compounded  annually  on  a
     Participant's  Deferral  Account as though the Annual  Deferral  Amount for
     that Plan Year was withheld at the beginning of the Plan Year.  However, if
     a Participant's commencement of participation in the Plan is other than the
     first day of the Plan Year, then interest crediting for the Annual Deferral
     Amount  shall  commence  as of the  date  that  the  Participant  commences
     participation  in the Plan. The rate of interest for crediting shall be the
     Crediting  Rate,  which  rate  shall be  treated  as the  nominal  rate for
     crediting  interest.  In the event of Termination of Directorship  prior to
     the end of a Plan Year, the basis for that year's  interest  crediting will
     be a  fraction  of the full  year's  interest,  based on the number of full
     months that the  Participant  was a Director  during the Plan Year prior to
     the occurrence of such event.  If a  distribution  is made under this Plan,
     for purposes of crediting interest up to the time of the distribution,  the
     Participant's  Account  Balance shall be reduced as of the first day of the
     month in which the distribution is made.

3.6  Interest  Crediting  for  Installment  Distributions.  If  a  Participant's
     benefits  under  this Plan are to be paid in  substantially  equal  monthly
     installments,   such  payments   shall  be  determined  by  amortizing  the
     Participant's  specified  benefit over the number of months elected,  using
     the  interest  rate  specified  below and  treating  the first  installment
     payment as all principal and each subsequent  installment payment, first as
     interest  accrued  for the  applicable  installment  period  on the  unpaid
     Account  Balance and second as a  reduction  in the  Account  Balance.  The
     interest rate to be used to calculate  installment payment amounts shall be
     a fixed  interest rate that is determined by averaging the Crediting  Rates
     for the Plan Year in which  installment  payments commence and the four (4)
     preceding  Plan Years.  This rate shall be treated as the nominal  rate for
     making such  calculations.  If a Participant  has completed fewer than five
     (5) Plan Years,  this average shall be determined  using the Base Rates for
     the Plan Years during which the Participant participated in the Plan.


3.7  Taxes. The Participant's  Employer(s),  or the trustee of the Trust,  shall
     withhold  from any  payments  made to a  Participant  under  this  Plan all
     federal,  state and local income and other taxes required to be withheld by
     the  Employer(s),  or the  trustee of the Trust,  in  connection  with such
     payments,  in  amounts  and  in a  manner  to be  determined  in  the  sole
     discretion of the Employer(s) and the trustee of the Trust.


                                       8
<PAGE>


                                    ARTICLE 4
   Short-Term Payout; Unforeseeable Financial Emergencies; Withdrawal Election

4.1  Short-Term  Payout.  In  connection  with each  election to defer an Annual
     Deferral  Amount,  a Participant may irrevocably  elect to receive a future
     "Short-Term  Payout"  from the Plan with  respect to that  Annual  Deferral
     Amount. Subject to the Deduction Limitation, the Short-Term Payout shall be
     a lump sum payment in an amount that is equal to the Annual Deferral Amount
     plus interest  credited in the manner provided in Section 3.5 above on that
     amount,  determined at the time that the Short-Term  Payout becomes payable
     (rather than the date of a  Termination  of  Directorship).  Subject to the
     other terms and  conditions of this Plan,  each  Short-Term  Payout elected
     shall be paid  within 60 days of the first day of any Plan Year  designated
     by the Participant  that is at least 3 years after the last day of the Plan
     Year in which the Annual Deferral Amount is actually deferred.

4.2  Other Benefits Take Precedence Over Short-Term Payout. Should a Termination
     of Directorship occur that triggers a benefit,  any Annual Deferral Amount,
     plus  interest  thereon,  that is subject to a Short-Term  Payout  election
     under  Section 4.1 shall not be paid in  accordance  with  Section 4.1, but
     shall be paid in accordance with the other applicable Article.

4.3  Withdrawal  Payout/Suspensions for Unforeseeable Financial Emergencies.  If
     the  Participant  experiences an  Unforeseeable  Financial  Emergency,  the
     Participant  may  petition  the  Committee  to (i)  suspend  any  deferrals
     required to be made by a Participant  and/or (ii) receive a partial or full
     payout  from the Plan.  The  payout  shall  not  exceed  the  lesser of the
     Participant's  Account  Balance,  calculated  as if such  Participant  were
     receiving a Termination Benefit, or the amount reasonably needed to satisfy
     the Unforeseeable  Financial Emergency.  If, subject to the sole discretion
     of the Committee,  the petition for a suspension and/or payout is approved,
     suspension shall take effect upon the date of approval and any payout shall
     be made within 60 days of the date of approval.


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4.4  Withdrawal  Election. A Participant may elect, at any time, to withdraw all
     of his or her  Account  Balance,  calculated  as if there  had  occurred  a
     Termination  of  Directorship  as of  the  day  of  the  election,  less  a
     withdrawal  penalty  equal to 10% of such amount  (the net amount  shall be
     referred to as the "Withdrawal  Amount").  This election can be made at any
     time before or after  Termination of  Directorship,  and whether or not the
     Participant (or Beneficiary) is in the process of being paid pursuant to an
     installment  payment  schedule.  No partial  withdrawals  of the Withdrawal
     Amount shall be allowed.  The Participant (or his or her Beneficiary) shall
     make this election by giving the Committee  advance  written  notice of the
     election  in a form  determined  from  time to time by the  Committee.  The
     Participant (or his or her Beneficiary) shall be paid the Withdrawal Amount
     within 60 days of his or her election.  Once the Withdrawal Amount is paid,
     the  Participant's  participation  in the  Plan  shall  terminate  and  the
     Participant shall not be eligible to participate in the Plan in the future.


                                    ARTICLE 5
                               Termination Benefit

5.1  Termination  Benefit.  Participant  who has a Termination  of  Directorship
     shall receive, as a Termination Benefit, his or her Account Balance.

5.2  Payment of Termination  Benefit.  A Participant,  in connection with his or
     her  commencement of  participation in the Plan, shall elect on an Election
     Form to receive the Termination  Benefit in a lump sum or in  substantially
     equal monthly  payments (the latter  determined in accordance  with Section
     3.6 above)  over a period of 60, 120 or 180  months.  The  Participant  may
     annually  change his or her  election to an  allowable  alternative  payout
     period by  submitting a new Election Form to the  Committee,  provided that
     any  such  Election  Form  is  submitted  at  least 2  years  prior  to the
     Participant's  Termination of Directorship and is accepted by the Committee
     in its sole  discretion.  The Election Form most  recently  accepted by the
     Committee  shall  govern  the  payout  of  the  Termination  Benefit.  If a
     Participant  does not make any election  with respect to the payment of the
     Termination Benefit,  then such benefit shall be payable in a lump sum. The
     lump sum payment shall be made, or installment payments shall commence,  no
     later than 60 days after the date of the Participant Termination.

5.3  Death Prior to Completion of  Termination  Benefit.  If a Participant  dies
     after  Termination of Directorship  but before the  Termination  Benefit is
     paid in full, the Participant's  unpaid Termination  Benefit payments shall
     continue and shall be paid to the Participant's


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Master Plan Document


     Beneficiary (a) over the remaining number of months and in the same amounts
     as that  benefit  would have been paid to the  Participant  had the
     Participant survived,  or (b) in a lump sum, if requested by the
     Beneficiary and allowed in the sole discretion of the Committee,  that is
     equal to the Participant's unpaid remaining Account Balance.

                                    ARTICLE 6
                        Pre-Termination Survivor Benefit

6.1  Pre-Termination  Survivor  Benefit.  The  Participant's  Beneficiary  shall
     receive  a  Pre-Termination  Survivor  Benefit  equal to the  Participant's
     Account  Balance,  if the  Participant  dies before he or she experiences a
     Termination of Directorship.

6.2  Payment of Pre-Termination  Survivor Benefit. A Participant,  in connection
     with his or her  commencement of  participation in the Plan, shall elect on
     an Election  Form whether the  Pre-Termination  Survivor  Benefit  shall be
     received by his or her Beneficiary in a lump sum or in substantially  equal
     monthly  payments (the latter  determined  in  accordance  with Section 3.6
     above) over a period of 60, 120 or 180 months. The Participant may annually
     change  this  election  to  an  allowable   alternative  payout  period  by
     submitting  a new  Election  Form  to the  Committee,  which  form  must be
     accepted by the  Committee in its sole  discretion.  The Election Form most
     recently accepted by the Committee prior to the  Participant's  death shall
     govern the payout of the Participant's Pre-Termination Survivor Benefit. If
     a Participant does not make any election with respect to the payment of the
     Pre-Termination Survivor Benefit, then such benefit shall be paid in a lump
     sum.  Despite the foregoing,  if the  Participant's  Account Balance at the
     time  of  his  or  her  death  is  less  than   $25,000,   payment  of  the
     Pre-Termination Survivor Benefit may be made, in the sole discretion of the
     Committee,  in a lump sum or in monthly  installment  payments  that do not
     exceed  five years in  duration.  The lump sum  payment  shall be made,  or
     installment  payments shall commence,  no later than 60 days after the date
     the Committee is provided with proof that is  satisfactory to the Committee
     of the  Participant's  death.  Any  payment  made  shall be  subject to the
     Deduction Limitation.



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                                    ARTICLE 7
                             Beneficiary Designation

7.1  Beneficiary.  Each  Participant  shall  have the  right,  at any  time,  to
     designate his or her Beneficiary(ies)  (both primary as well as contingent)
     to receive any benefits  payable under the Plan to a  beneficiary  upon the
     death of a Participant.  The Beneficiary  designated under this Plan may be
     the same as or different from the Beneficiary  designation  under any other
     plan of an Employer in which the Participant participates.

7.2  Beneficiary  Designation;  Change;  Spousal  Consent.  A Participant  shall
     designate his or her  Beneficiary by completing and signing the Beneficiary
     Designation  Form,  and  returning it to the  Committee  or its  designated
     agent.  A  Participant  shall  have the  right to change a  Beneficiary  by
     completing,   signing  and  otherwise  complying  with  the  terms  of  the
     Beneficiary  Designation Form and the Committee's rules and procedures,  as
     in effect from time to time.  If the  Participant  names someone other than
     his  or her  spouse  as a  Beneficiary,  a  spousal  consent,  in the  form
     designated by the Committee,  must be signed by that  Participant's  spouse
     and returned to the  Committee.  Upon the  acceptance by the Committee of a
     new Beneficiary  Designation Form, all Beneficiary  designations previously
     filed shall be  canceled.  The  Committee  shall be entitled to rely on the
     last Beneficiary  Designation Form filed by the Participant and accepted by
     the Committee prior to his or her death.

7.3  Acknowledgment.  No  designation  or change in designation of a Beneficiary
     shall be effective until received,  accepted and acknowledged in writing by
     the Committee or its designated agent.

7.4  No  Beneficiary  Designation.   If  a  Participant  fails  to  designate  a
     Beneficiary  as  provided  in  Sections  7.1,  7.2 and 7.3 above or, if all
     designated  Beneficiaries  predecease  the  Participant  or  die  prior  to
     complete distribution of the Participant's benefits, then the Participant's
     designated  Beneficiary  shall be deemed to be his or her surviving spouse.
     If the Participant has no surviving  spouse,  the benefits  remaining under
     the Plan to be paid to a  Beneficiary  shall be payable to the  executor or
     personal representative of the Participant's estate.

7.5  Doubt as to  Beneficiary.  If the  Committee has any doubt as to the proper
     Beneficiary to receive payments  pursuant to this Plan, the Committee shall
     have the right,  exercisable in its discretion,  to cause the Participant's
     Employer to  withhold  such  payments  until this matter is resolved to the
     Committee's satisfaction.

7.6  Discharge  of  Obligations.  The  payment of  benefits  under the Plan to a
     Beneficiary shall fully and completely discharge all Employers


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Master Plan Document

     and the Committee from all further obligations under this Plan with
     respect to the Participant, and that Participant's Plan Agreement shall
     terminate upon such full payment of benefits.


                                    ARTICLE 8
                     Termination, Amendment or Modification

8.1  Termination.  Although the Employers anticipate that they will continue the
     Plan for an  indefinite  period  of time,  there is no  guarantee  that any
     Employer  will continue the Plan or will not terminate the Plan at any time
     in the future. Accordingly, each Employer reserves the right to discontinue
     its sponsorship of the Plan and/or to terminate the Plan, at any time, with
     respect  to its  participating  Directors  by the  actions  of its board of
     directors.  Upon the  termination of the Plan with respect to any Employer,
     the Plan Agreements of the affected  Participants who are in the service of
     that Employer as Directors  shall  terminate  and their  Account  Balances,
     determined as if they had  experienced  a Termination  of Employment on the
     date of Plan termination or, if Plan termination occurs after the date upon
     which a  Participant  was  eligible  to Retire,  then with  respect to that
     Participant  as if he or she had  Retired on the date of Plan  termination,
     shall be paid to the Participants as follows: Prior to a Change in Control,
     an  Employer   shall  have  the  right,   in  its  sole   discretion,   and
     notwithstanding any elections made by the Participant, to pay such benefits
     in a lump sum or in monthly  installments for up to 15 years, with interest
     credited during the installment  period as provided in Section 3.6. After a
     Change in Control, the Employer shall be required to pay such benefits in a
     lump sum.  The  termination  of the Plan  shall not  adversely  affect  any
     Participant  or Beneficiary  who has become  entitled to the payment of any
     benefits under the Plan as of the date of  termination;  provided  however,
     that the Employer shall have the right to accelerate  installment  payments
     by  paying  the  present  value  equivalent  of such  payments,  using  the
     Crediting  Rate for the Plan  Year in which the  termination  occurs as the
     discount  rate, in a lump sum or pursuant to a different  payment  schedule
     (provided  that,  the  present  value of all  payments  that will have been
     received by a  Participant  at any given point in time under the  different
     payment  schedule  shall equal or exceed the present  value of all payments
     that would  have been  received  at that  point in time under the  original
     payment schedule).

8.2  Amendment.  The Company may, at any time, amend or modify the Plan in whole
     or in part with  respect  to any or all  Employers  by the  actions  of the
     Company's  board of  directors;  provided,  however,  that no  amendment or
     modification  shall be  effective  to decrease  or restrict  the value of a
     Participant's  Account  Balance in existence  at the time the  amendment or
     modification  is made,  calculated as if the  Participant had experienced a
     Termination  of  Employment  as of the  effective  date of the amendment or
     modification,  or, if the amendment or  modification  occurs after the date
     upon which the  Participant  was eligible to Retire,  as if the Participant
     had Retired as of the effective date of the amendment or modification.  The
     amendment or  modification  of the Plan shall not affect any Participant or
     Beneficiary  who has become  entitled to the payment of benefits  under the
     Plan as of the date of


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Master Plan Document


     the amendment or modification;  provided,  however, that the Employer shall
     have the right to  accelerate  installment  payments by paying the present
     value equivalent of such  payments,  using the Crediting Rate for the Plan
     Year of the amendment or  modification  as the discount rate, in a lump sum
     or pursuant to a different  payment  schedule  (provided  that, the present
     value of all payments that will have been received by a  Participant  at
     any given point in time under the different  payment  schedule  shall equal
     or exceed the present value of all payments  that would have been received
     at that point in time under the original payment schedule).

8.3  Plan Agreement.  Despite the provisions of Sections 8.1 and 8.2 above, if a
     Participant's  Plan Agreement contains benefits or limitations that are not
     in this Plan  document,  the  Employer  may only  amend or  terminate  such
     provisions with the consent of the Participant.

8.4  Interest  Rate in the Event of a Change in Control.  If a Change in Control
     occurs,  the  applicable   interest  rate  to  be  used  in  determining  a
     Participant's  benefit in  connection  with a Termination  of  Directorship
     after  the  Change  in  Control,  or  a  Plan  termination,   amendment  or
     modification under Sections 8.1 and 8.2, shall be the Crediting Rate.

8.5  Effect of Payment. The full payment of the applicable benefit under Section
     4 or 5  of  the  Plan  shall  completely  discharge  all  obligations  to a
     Participant and his or her designated Beneficiaries under this Plan and the
     Participant's Plan Agreement shall terminate.


                                    ARTICLE 9
                                 Administration

9.1  Committee  Duties.  This Plan shall be  administered  by a Committee  which
     shall consist of the Board,  or such  committee as the Board shall appoint.
     Members of the Committee may be Participants under this Plan. The Committee
     shall also have the discretion and authority to (i) make, amend, interpret,
     and enforce all appropriate rules and regulations for the administration of
     this  Plan and (ii)  decide  or  resolve  any and all  questions  including
     interpretations of this Plan, as may arise in connection with the Plan. Any
     individual  serving on the Committee who is a Participant shall not vote or
     act on any matter  relating  solely to himself or  herself.  When  making a
     determination  or  calculation,  the Committee shall be entitled to rely on
     information furnished by a Participant or the Company.

9.2  Agents. In the administration of this Plan, the Committee may, from time to
     time, employ agents and delegate to them such  administrative  duties as it
     sees fit (including acting through a duly appointed representative) and may
     from time to time consult with counsel who may be counsel to any Employer.


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9.3  Binding  Effect of Decisions.  The decision or action of the Committee with
     respect  to  any  question  arising  out  of  or  in  connection  with  the
     administration,  interpretation  and  application of the Plan and the rules
     and  regulations  promulgated  hereunder  shall be final and conclusive and
     binding upon all persons having any interest in the Plan.

9.4  Indemnity of Committee. All Employers shall indemnify and hold harmless the
     members of the Committee,  and any Employee to whom duties of the Committee
     may be delegated,  against any and all claims, losses, damages, expenses or
     liabilities  arising from any action or failure to act with respect to this
     Plan,  except in the case of willful  misconduct by the Committee or any of
     its members or any such Employee.

9.5  Employer  Information.  To enable the  Committee to perform its  functions,
     each Employer shall supply full and timely  information to the Committee on
     all matters relating to the compensation of its Participants,  the date and
     circumstances of the Termination of Directorship of its  Participants,  and
     such other pertinent information as the Committee may reasonably require.


                                   ARTICLE 10
                          Other Benefits and Agreements

10.1 Coordination  with Other Benefits.  The benefits provided for a Participant
     and  Participant's  Beneficiary under the Plan are in addition to any other
     benefits  available to such Participant under any other plan or program for
     Employees  or  Directors  of the  Participant's  Employer.  The Plan  shall
     supplement and shall not supersede,  modify or amend any other such plan or
     program except as may otherwise be expressly provided.


                                   ARTICLE 11
                                Claims Procedures

11.1 Presentation  of  Claim.  Any  Participant  or  Beneficiary  of a  deceased
     Participant  (such  Participant or Beneficiary being referred to below as a
     "Claimant")   may  deliver  to  the   Committee  a  written   claim  for  a
     determination  with respect to the amounts  distributable  to such Claimant
     from the Plan. If such a claim relates to the contents of a notice received
     by the  Claimant,  the claim must be made  within 60 days after such notice
     was received by the Claimant.  The claim must state with  particularity the
     determination desired by the Claimant. All other claims must be made within
     180 days of the date on which  the  event  that  caused


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Master Plan Document


     the claim to arise occurred. The claim must state with particularity the
     determination desired by the Claimant.


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11.2 Notification of Decision.  The Committee shall consider a Claimant's  claim
     within a reasonable time, and shall notify the Claimant in writing:

               (a)  that the Claimant's  requested  determination has been made,
                    and that the claim has been allowed in full; or

               (b)  that the  Committee  has reached a conclusion  contrary,  in
                    whole or in part, to the Claimant's requested determination,
                    and such notice must set forth in a manner  calculated to be
                    understood by the Claimant:

                    (i)  the specific  reason(s) for the denial of the claim, or
                         any part of it;

                    (ii) specific  reference(s)  to pertinent  provisions of the
                         Plan upon which such denial was based;

                    (iii) a  description   of   any   additional   material   or
                         information  necessary  for the Claimant to perfect the
                         claim,  and an  explanation  of why  such  material  or
                         information is necessary; and

                    (iv) an explanation of the claim review  procedure set forth
                         in Section 14.3 below.

11.3 Review of a Denied Claim.  Within 60 days after receiving a notice from the
     Committee that a claim has been denied, in whole or in part, a Claimant (or
     the Claimant's duly authorized  representative) may file with the Committee
     a written request for a review of the denial of the claim. Thereafter,  but
     not later than 30 days after the review  procedure  began, the Claimant (or
     the Claimant's duly authorized representative):

                    (a)  may review pertinent documents;

                    (b)  may submit written comments or other documents; and

                    (c)  may request a hearing, which the Committee, in its sole
                         discretion, may grant.


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11.4 Decision  on Review.  The  Committee  shall  render its  decision on review
     promptly,  and not later than 60 days after the filing of a written request
     for  review  of the  denial,  unless a  hearing  is held or  other  special
     circumstances  require  additional  time,  in which  case  the  Committee's
     decision  must be rendered  within 120 days after such date.  Such decision
     must be written in a manner  calculated  to be  understood by the Claimant,
     and it must contain:

                    (a)  specific reasons for the decision;

                    (b)  specific  reference(s) to the pertinent Plan provisions
                         upon which the decision was based; and

                    (c)  such other matters as the Committee deems relevant.

11.5 Legal Action. A Claimant's compliance with the foregoing provisions of this
     Article 11 is a mandatory  prerequisite  to a Claimant's  right to commence
     any legal action with respect to any claim for benefits under this Plan.


                                   ARTICLE 12
                                      Trust

12.1 Establishment  of the Trust. The Company shall establish the Trust, and the
     Employers shall annually  transfer,  within 60 days after the start of each
     Plan Year,  to the Trust such assets as the Employers  determine,  in their
     sole  discretion,  are necessary to provide,  on a present value basis, for
     their  respective  future  liabilities  created  with respect to the Annual
     Deferral Amounts and interest credits for those amounts for that year.

12.2 Interrelationship of the Plan and the Trust. The provisions of the Plan and
     the Plan  Agreement  shall  govern the rights of a  Participant  to receive
     distributions  pursuant  to the Plan.  The  provisions  of the Trust  shall
     govern the rights of the Employers,  Participants  and the creditors of the
     Employers to the assets  transferred  to the Trust.  Each Employer shall at
     all times remain liable to carry out its obligations under the Plan.

12.3 Distributions  From the Trust.  Each Employer's  obligations under the Plan
     may be satisfied with Trust assets distributed pursuant to the terms of the
     Trust, and any such  distribution  shall reduce the Employer's  obligations
     under this Agreement.


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Master Plan Document



                                   ARTICLE 13
                                  Miscellaneous

13.1 Status of Plan.  The Plan is  intended  to be a plan that is not  qualified
     within the  meaning of Code  Section  401(a) and that "is  unfunded  and is
     maintained by an employer  primarily for the purpose of providing  deferred
     compensation  for a  select  group  of  management  or  highly  compensated
     employees"  within the  meaning of ERISA  Sections  201(2),  301(a)(3)  and
     401(a)(1).  The Plan shall be  administered  and  interpreted to the extent
     possible in a manner consistent with that intent.

13.2 Unsecured General Creditor.  Participants and their  Beneficiaries,  heirs,
     successors and assigns shall have no legal or equitable  rights,  interests
     or claims in any  property or assets of an  Employer.  For  purposes of the
     payment of benefits  under this Plan,  any and all of an Employer's  assets
     shall be, and remain,  the general,  unpledged  unrestricted  assets of the
     Employer.  An Employer's  obligation under the Plan shall be merely that of
     an unfunded and unsecured promise to pay money in the future.

13.3 Employer's  Liability.  An Employer's liability for the payment of benefits
     shall be defined only by the Plan and the Plan  Agreement,  as entered into
     between  the  Employer  and  a  Participant.  An  Employer  shall  have  no
     obligation to a Participant under the Plan except as expressly  provided in
     the Plan and his or her Plan Agreement.

13.4 Nonassignability. Neither a Participant nor any other person shall have any
     right to commute, sell, assign, transfer, pledge,  anticipate,  mortgage or
     otherwise encumber, transfer, hypothecate, alienate or convey in advance of
     actual  receipt,  the  amounts,  if any,  payable  hereunder,  or any  part
     thereof,  which are, and all rights to which are expressly  declared to be,
     unassignable  and  non-transferable.  No part of the amounts payable shall,
     prior to actual payment, be subject to seizure, attachment,  garnishment or
     sequestration for the payment of any debts, judgments,  alimony or separate
     maintenance  owed by a Participant or any other person,  be transferable by
     operation  of law in the event of a  Participant's  or any  other  person's
     bankruptcy or insolvency.

13.5 Not a Contract of  Employment.  The terms and conditions of this Plan shall
     not be deemed to constitute a contract of  employment  between any Employer
     and the  Participant.  Any such employment is hereby  acknowledged to be an
     "at will"  employment  relationship  that can be terminated at any time for
     any  reason,  or no  reason,  with or  without  cause,  and with or without
     notice,  except as otherwise  provided in a written  employment  agreement.
     Nothing in this Plan shall be deemed to give a Participant  the right to be
     retained  in the  service  of any  Employer,  either  as an  Employee  or a
     Director,  or to interfere  with the right of any Employer to discipline or
     discharge the Participant at any time.


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13.6 Furnishing  Information.  A  Participant  or his or  her  Beneficiary  will
     cooperate  with  the  Committee  by  furnishing  any  and  all  information
     requested by the  Committee and take such other actions as may be requested
     in order to facilitate the  administration  of the Plan and the payments of
     benefits  hereunder,  including  but not  limited to taking  such  physical
     examinations as the Committee may deem necessary.

13.7 Terms.  Whenever any words are used herein in the masculine,  they shall be
     construed as though they were in the feminine in all cases where they would
     so apply;  and whenever any words are used herein in the singular or in the
     plural,  they shall be  construed as though they were used in the plural or
     the singular, as the case may be, in all cases where they would so apply.

13.8 Captions.  The captions of the  articles,  sections and  paragraphs of this
     Plan are for  convenience  only and shall not control or affect the meaning
     or construction of any of its provisions.

13.9 Governing  Law.  Subject  to ERISA,  the  provisions  of this Plan shall be
     construed  and  interpreted  according to the internal laws of the State of
     California without regard to its conflicts of laws principles.

13.10 Notice. Any  notice or filing  required  or  permitted  to be given to the
     Committee  under this Plan shall be  sufficient  if delivered in writing to
     the address below:

                                Mr. Michael Beyer
                                The Robert Mondavi Corporation
                                841 Latour Court
                                Napa, California  94558

               Such notice shall be deemed given as of the date of delivery or,
               if delivery is made by mail, as of the date shown on the postmark
               on the receipt for registration or certification.

               Any notice or filing required or permitted to be given to a
               Participant under this Plan shall be sufficient if in writing and
               hand-delivered, or sent by mail, to the last known address of the
               Participant.

13.11 Successors. The  provisions  of this  Plan  shall  bind  and  inure to the
     benefit of the  Participant's  Employer and its  successors and assigns and
     the Participant and the Participant's designated Beneficiaries.

13.12          Spouse's Interest. The interest in the benefits hereunder of a
               spouse of a Participant who has predeceased the Participant shall
               automatically pass to the Participant and shall not be
               transferable by such spouse in any manner, including but not

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Master Plan Document

               limited to such spouse's will, nor shall such interest pass under
               the laws of intestate succession.

13.13 Validity. In case any  provision  of this Plan shall be illegal or invalid
     for any  reason,  said  illegality  or  invalidity  shall  not  affect  the
     remaining parts hereof, but this Plan shall be construed and enforced as if
     such illegal or invalid provision had never been inserted herein.

13.14 Incompetent. If the Committee  determines in its discretion that a benefit
     under this Plan is to be paid to a minor, a person declared  incompetent or
     to a  person  incapable  of  handling  the  disposition  of  that  person's
     property, the Committee may direct payment of such benefit to the guardian,
     legal  representative  or person having the care and custody of such minor,
     incompetent  or  incapable  person.  The  Committee  may  require  proof of
     minority,  incompetency,   incapacity  or  guardianship,  as  it  may  deem
     appropriate prior to distribution of the benefit.  Any payment of a benefit
     shall be a payment for the account of the Participant and the Participant's
     Beneficiary,  as the case may be, and shall be a complete  discharge of any
     liability under the Plan for such payment amount.

13.15 Court Order. The Committee is authorized to make any payments  directed by
     court order in any action in which the Plan or the Committee has been named
     as a party.  In  addition,  if a court  determines  that a spouse or former
     spouse of a Participant has an interest in the Participant's benefits under
     the  Plan in  connection  with a  property  settlement  or  otherwise,  the
     Committee,  in its sole discretion,  shall have the right,  notwithstanding
     any election made by a Participant,  to immediately distribute the spouse's
     or former spouse's interest to that spouse or former spouse.

13.16 Distribution in the Event of Taxation.

          (a)  General.   If,  for  any   reason,   all  or  any  portion  of  a
               Participant's  benefit  under  this Plan  becomes  taxable to the
               Participant  prior to receipt,  a  Participant  may  petition the
               Committee before a Change in Control, or the trustee of the Trust
               after a Change in Control,  for a distribution of that portion of
               his or her  benefit  that has become  taxable.  Upon the grant of
               such a petition,  which grant shall not be unreasonably withheld,
               a  Participant's  Employer  shall  distribute to the  Participant
               immediately  available  funds in an amount  equal to the  taxable
               portion of his or her benefit  (which  amount  shall not exceed a
               Participant's  unpaid  Account  Balance  under the Plan).  If the
               petition is granted, the tax liability distribution shall be made
               within 90 days of the date  when the  Participant's  petition  is
               granted. Such a distribution shall affect and reduce the benefits
               to be paid under this Plan.


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Deferred Compensation Plan for Directors
Master Plan Document

          (b)  Trust. If the Trust  terminates in accordance with its terms, and
               benefits  are  distributed  from the  Trust to a  Participant  in
               accordance therewith,  the Participant's benefits under this Plan
               shall be reduced to the extent of such distributions.

13.17          Insurance. The Employers, on their own behalf or on behalf of the
               trustee of the Trust, and, in their sole discretion, may apply
               for and procure insurance on the life of the Participant, in such
               amounts and in such forms as the Trust may choose. The Employers
               or the trustee of the Trust, as the case may be, shall be the
               sole owner and beneficiary of any such insurance. The Participant
               shall have no interest whatsoever in any such policy or policies,
               and at the request of the Employers shall submit to medical
               examinations and supply such information and execute such
               documents as may be required by the insurance company or
               companies to whom the Employers have applied for insurance.

13.18          Legal Fees To Enforce Rights After Change in Control. The Company
               and each Employer is aware that upon the occurrence of a Change
               in Control, the Board or the board of directors of the
               Participant's Employer (which might then be composed of new
               members) or a shareholder of the Company or the Participant's
               Employer, or of any successor corporation might then cause or
               attempt to cause the Company or the Participant's Employer or
               such successor to refuse to comply with its obligations under the
               Plan and might cause or attempt to cause the Company or the
               Participant's Employer to institute, or may institute, litigation
               seeking to deny Participants the benefits intended under the
               Plan. In these circumstances, the purpose of the Plan could be
               frustrated. Accordingly, if, following a Change in Control, it
               should appear to any Participant that the Company, the
               Participant's Employer or any successor corporation has failed to
               comply with any of its obligations under the Plan or any
               agreement thereunder or, if the Company, such Employer or any
               other person takes any action to declare the Plan void or
               unenforceable or institutes any litigation or other legal action
               designed to deny, diminish or to recover from any Participant the
               benefits intended to be provided, then the Company and the
               Participant's Employer irrevocably authorize such Participant to
               retain counsel of his or her choice at the expense of the Company
               and the Employer (who shall be jointly and severally liable) to
               represent such Participant in connection with the initiation or
               defense of any litigation or other legal action, whether by or
               against the Company, the Participant's Employer or any director,
               officer, shareholder or other person affiliated with the Company,
               the Participant's Employer or any successor thereto in any
               jurisdiction.

IN WITNESS WHEREOF, the Company has signed this Plan document as of _____, 199_.

                                                      "Company"

                                                     --------------------------
                                                     a ________ corporation


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The Robert Mondavi Corporation
Deferred Compensation Plan for Directors
Master Plan Document


                                       By: __________________________________


                                       Title: ________________________________



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