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                                                                   Exhibit 10.10

                             THE RAYMOND CORPORATION
                          1996 DEFERRED STOCK UNIT PLAN
                           FOR NON-EMPLOYEE DIRECTORS

         THE RAYMOND CORPORATION (the "Company") hereby establishes this
Deferred Stock Unit Plan for Non-Employee Directors (the "Plan") to provide
benefits for non-employee directors of the Company in order to serve as an
inducement for their continued service to the Company and to align such
directors' financial interests with those of the shareholders.

         Section 1. Eligibility. Each director of the Company (including current
directors) who is not a current or former employee of the Company (collectively,
the "Participants") shall participate in this Plan.

         Section 2. DSU Account. As of May 22, 1996, a Deferred Stock Unit
("DSU") account shall be established for each Participant. The initial balance
for each Participant shall be calculated by (i) multiplying a $12,000 annual
retainer times each year of the Participant's prior service ("Prior Board
Service") on the Company's Board of Directors (the "Board") as of May 22, 1996,
(ii) calculating the net present value of such product (assuming the Participant
will retire at age 70 and commence receiving at such time an annual amount equal
to such annual retainer, such payments to continue for the same number of years
as his or her Prior Board Service) using the Company retirement plan discount
rate on May 22, 1996 of 7.0% and (iii) converting such net present value into
equivalent DSUs by dividing it by the average of the high and low trading prices
of Company common stock on May 22, 1996 of $18 3/8 per share.

         Section 3. Additions to the DSU Account. On the fourth Wednesday of May
of each year subsequent to 1996, each Participant shall be credited with DSUs
equal to 100% of the annual retainer for such year, using the average of the
high and low trading prices of Company common stock on such date. Each
Participant shall also be credited with dividend equivalents in the form of
additional DSUs.

         Section 4. Vesting. The value of each Participant's DSU account shall
vest according to the following schedule:

         Years of Service for Participant                     Percentage Vesting
         --------------------------------                     ------------------
         10 or more                                           100%
         9                                                    90%
         8                                                    80%
         7                                                    70%
         6                                                    60%
         5                                                    50%
         Less than 5                                          0%
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                  Section 5. Payment. Upon termination from Board service, each
Participant shall receive the vested value of his or her DSU account in the form
of cash. Such value shall be determined by multiplying the number of DSUs in
such account by the average of the high and low trading prices of Company common
stock on the date of the Participant's termination. The benefits payable to each
Participant shall be paid in a lump sum no later than 30 days after the date on
which the Participant terminates from the Board.

         Section 6. Years of Service. For purposes of vesting, a Participant's
years of service shall be measured from the later of (i) the date on which he or
she is elected to the Board or (ii) the effective date of the Plan.

         Section 7. Death Benefit. If a Participant dies prior to receiving the
total amount of benefits which he or she would have otherwise received under
this Plan (regardless of whether the Participant had started to receive benefits
prior to his or her death), the unpaid portion of those benefits shall be paid
to the beneficiary last designated by the Participant in writing to the Board.
If no beneficiary is designated or if the designated beneficiary predeceases the
Participant, payments shall be made to the Participant's estate. In the event of
the death of a beneficiary to whom payments are being made, the remaining
payment shall be made to such beneficiary's estate. In the event payments are to
be made to a beneficiary or to the estate of a Participant or a beneficiary, the
Board may, in its sole discretion, provide for payment of any remaining amounts
in a lump sum.

         Section 8. Change in Control. In the event of a Change in Control (as
hereinafter defined), any benefits or rights accrued and unpaid to a Participant
(whether or not the Participant has terminated from the Board, and whether or
not such benefits or rights are vested under Section 4) shall be paid in a lump
sum to such Participant no later than 30 days after the date on which the Change
in Control occurs. As used in this Plan, "Change of Control" shall mean a change
of control of the Company of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the
Securities Exchange Act of 1934 as in effect on the date of this Agreement or,
if Item 6(e) is no longer in effect, any regulations issued by the Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934 which
serves similar purposes; provided that, without limitation, such a Change of
Control shall be deemed to have occurred if and when:

         (i) any "person" (as such term is used in Sections 13(d) and 14(d)(2)
         of the Securities Exchange Act of 1934) is or becomes a beneficial 
         owner, directly or indirectly, of securities of the Company 
         representing 25% or more of the combined voting power of the Company's 
         then outstanding securities; or

         (ii) individuals who on the effective date of this Plan constituted the
         Board (together with any new directors whose election by such Board, 
         or whose nomination for election by the shareholders of the Company, 
         was approved by a vote of a majority of the directors of the Company 
         then still in office who were either directors on the effective date of
         this Plan or whose election or nomination for election was previously 
         so approved) cease for any reason to constitute a majority of the Board
         then in office; or
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         (iii) the stockholders of the Company approve any transaction or series
         of transactions under which the Company is merged or consolidated with 
         any other company, other than a merger or consolidation which would 
         result in the voting securities of the Company outstanding immediately 
         prior thereto continuing to represent (either by remaining outstanding 
         or by being converted into voting securities of the surviving entity) 
         more than 75% of the combined voting power of the voting securities of 
         the Company or such surviving entity outstanding immediately after such
         merger or consolidation; or

         (iv) the stockholders of the Company approve a plan of complete
         liquidation of the Company or an agreement for the sale or disposition 
         by the Company of all or substantially all of the Company's assets.

With respect to any Participant who is not re-elected to the Board as the result
of an actual or threatened proxy contest, any benefits or rights accrued and
unpaid to such Participant (whether or not such benefits or rights are vested
under Section 4) shall be paid in a lump sum to such Participant no later than
30 days after the date on which such Participant is not re-elected to the Board.

         Section 9. Nature of Benefits. The Plan represents a contractual
obligation on the part of the Company. All benefits payable under the Plan shall
be paid out of the assets of the Company that are subject to the claims of
creditors of the Company. Although it is not intended that the Plan be funded,
the Company may in its sole discretion designate or segregate certain of its
assets to assist it in making the payment of benefits under the Plan.

         Section 10. Impact on Participant's Status. Nothing contained in the
Plan shall be construed as affecting a Participant's status as a director or his
or her length of term as a director of the Company.

         Section 11. Assignability. Neither the benefits payable under the Plan
nor the right to receive any payment of those benefits shall be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, charge, garnishment, attachment, execution or levy of any kind,
whether voluntary or involuntary, prior to actually being received by a
Participant, except as set forth in this Plan. Except as otherwise provided by
law, any attempt to anticipate, alienate, sell, transfer, assign, pledge,
encumber, charge, garnish, attach, execute or levy on any benefit under the Plan
shall be null and void.

         Section 12. Administration of the Plan. The Plan shall be administered
by the corporate secretary of the Company (the "Secretary"). The Secretary shall
have the authority to interpret, construe and implement the provision of the
Plan and to adopt rules and regulations for administering the Plan. All
decisions, actions or interpretations of the Secretary shall be final,
conclusive and binding on all parties.

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         Section 13. Amendment. The Plan may be amended, modified, suspended or
terminated by the Board at any time. No amendment, modification, suspension or
termination shall adversely affect the previously accrued rights and benefits of
a Participant under this Plan, however, unless the Participant expressly
consents thereto in writing.

         Section 14. Governing Law. The Plan shall be interpreted and enforced
in accordance with the laws of the State of New York, without reference to
principles of conflict of laws.

         Section 15. Benefits and Obligations. The Plan shall inure to the
benefit of, and be binding upon, the Company, its successors and assigns and the
Participants, their respective heirs, executors and administrators.

         Section 16. Effective Date. The Plan shall be effective as of May 22,
1996.