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                   SHELDON L. GINSBERG RETIREMENT BENEFIT PLAN

                                       OF

                        LAZARE KAPLAN INTERNATIONAL INC.

                          EFFECTIVE AS OF JUNE 1, 1997






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                                TABLE OF CONTENTS
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                                                                                 Page

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PRELIMINARY STATEMENT...........................................................  1

ARTICLE I                DEFINITIONS............................................  1

         Section 1.1     Definitions............................................  1
         Section 1.2     Rules of Construction..................................  14

ARTICLE II               ORGANIZATIONAL MATTERS.................................  15

         Section 2.1     Nature of Plan.........................................  15
         Section 2.2     Name of Plan...........................................  15

ARTICLE III              THE POLICY.............................................  15

         Section 3.1     Purchase...............................................  15
         Section 3.2     Ownership..............................................  16
         Section 3.3     Payment of Premiums....................................  16
         Section 3.4     Payment of Tax-Related Bonuses.........................  16
         Section 3.5     Endorsement............................................  17
         Section 3.6     Collection of Death Proceeds...........................  17

ARTICLE IV               ALLOCATION OF DEATH BENEFIT............................  17

         Section 4.1     Death Prior to Cessation
                           of Employment........................................  17

         Section 4.2     Death Subsequent to Retirement.........................  18
         Section 4.3     Death Subsequent to Noncausal
                           Termination..........................................  18

         Section 4.4     Death Subsequent to Casual
                           Termination..........................................  19

         Section 4.5     Death Subsequent to Termination
                           on Account of Disability.............................  19

ARTICLE V                RETIREMENT BENEFITS....................................  20

         Section 5.1     Normal Retirement......................................  20
         Section 5.2     Noncausal Termination..................................  22
         Section 5.3     Cessation of Employment Within
                           Change in Control Period.............................  22
</TABLE>

                                       (i)





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<TABLE>
<S>                      <C>                                                     <C>
ARTICLE VI               DISABILITY BENEFITS....................................  23

         Section 6.1     Disability Benefit Payments............................  23
         Section 6.2     Disability on or after Normal
                           Retirement Date......................................  25

ARTICLE VII              INSURER INSOLVENCY.....................................  26

         Section 7.1     Retirement Benefits....................................  26
         Section 7.2     Disability Benefits....................................  27
         Section 7.3     Curative Adjustments...................................  28

ARTICLE VIII             AMENDMENT..............................................  28

ARTICLE IX               ADMINISTRATION.........................................  29

         Section 9.1     Administrative Committee...............................  29
         Section 9.2     Administration Costs...................................  29
         Section 9.3     Legal Limitation.......................................  29
         Section 9.4     Records................................................  29
         Section 9.5     Claims Procedure.......................................  30

ARTICLE X                MISCELLANEOUS..........................................  31

         Section 10.1    No Transfers...........................................  31
         Section 10.2    Nature of Plan; Remedies...............................  31
         Section 10.3    Headings and Captions..................................  31
         Section 10.4    Construction...........................................  32
         Section 10.5    Late Payments..........................................  32
         Section 10.6    Assignment.............................................  32
         Section 10.7    Severability...........................................  32
         Section 10.8    Applicable Law.........................................  32
         Section 10.9    Jurisdiction; Counsel Fees.............................  32
         Section 10.10   Notices; Etc...........................................  33
</TABLE>

ERISA RIGHTS.............................................  APPENDIX A

OTHER INFORMATION........................................  APPENDIX B

SPECIMEN POLICY..........................................  EXHIBIT A

SPLIT DOLLAR ENDORSEMENT................................   EXHIBIT B

PROCEDURE FOR DETERMINING PRIMARY
  BENEFIT TAX AMOUNT....................................   EXHIBIT C

PROCEDURE FOR DETERMINING PLAN TAX SAVINGS..............   EXHIBIT D

                                      (ii)






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                              PRELIMINARY STATEMENT

         In recognition of the contribution Mr. Sheldon L. Ginsberg has made
to its overall success and to encourage Mr. Ginsberg to remain in its employ,
Lazare Kaplan International Inc. wishes to provide Mr. Ginsberg with certain
benefits. To accomplish the foregoing, a retirement benefit plan has been
adopted that reads in its entirety as follows:

                                    ARTICLE I

                                   DEFINITIONS

         Section 1.1 Definitions. Whenever used in this instrument, the
following terms have the respective meanings set forth in this Section 1.1.

         "Administrative Committee" means the committee appointed pursuant to
Section 9.1 to manage and administer this Plan.

         "Affiliate" means any entity that, directly or indirectly through one
or more intermediaries, controls, is controlled by or is under common control
with the Company.

         "Aggregate Premium Amount" means the greater of (x) the aggregate
amount of Premiums paid by the Company on or before the Date of Death or due and
owing on such Date, or (y) the cash surrender value of the Policy on such the
Date.

         Assumed Cash Value" means, for any day of any Plan Year, the cash
surrender value the Policy would have on such day if (i) any dividend declared
on the Policy for any prior Plan Year was applied as a net single premium to
purchase paid-up whole life insurance or to fund a Permitted Payment; (ii) the
Policy has not lapsed on account of nonpayment of Premiums; (iii) the Policy has
not been surrendered in whole or in part (unless any amount obtained upon such
surrender has been applied to fund a Permitted Payment); (iv) no loan has been
taken from the Insurer with respect to the Policy (unless the proceeds from such
loan have been applied to fund a Permitted Payment); and (v) the Company funded
all Permitted Payments made on or before such day with amounts obtained from the
Insurer upon partial surrender of the Policy to the extent the amounts so
obtained could be excluded from its gross income for federal income tax purposes
pursuant to Section 72(e) of the Code, funded the balance of such Payments with
loans taken from the Insurer with respect to the Policy and paid any interest on
such loans when due.

                                       -1-






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         "Beneficiary" means the person or persons the Company has designated as
the beneficiary or beneficiaries under the Policy.

         "Board of Directors" means the board of directors of the Company.

         "Business Day" means any day on which banks within the State of New
York are required to be opened for business.

         "Causal Termination Month" means the month in which the Participant's
employment was terminated for Cause by action on the part of the Company.

         "Cause" means, with respect to the Participant, conduct that is
demonstrably and materially injurious to the Company that a majority of the
entire membership of the Board of Directors determines constituted (i) fraud,
misappropriation or embezzlement; (ii) a breach of fiduciary duty involving
personal profit; (iii) a willful failure (after written notice thereof and an
adequate opportunity to correct) to perform stated a task within the scope of
his duties, including a willful failure to comply with a lawful resolution of
the Board of Directors; or (iv) a willful violation of any law (other than a
misdemeanor) of which the Participant was aware.

         "Change in Control" means, with respect to the Company, (i) the
acquisition by one person or entity, or more than one person or entity acting as
a group, within any twelve- (12-) month period, of ownership of Voting Shares
possessing more than thirty percent (30%) of the total voting power for the
election of the Board of Directors (excluding, however, acquisitions by (A) the
Company or its Affiliates, (B) any employee benefit plan sponsored by the
Company or its Affiliates or (C) a Tempelsman Family Member or any entity
controlled by one or more such Members; (ii) the consummation of a consolidation
or merger of the Company with and into, or a transfer of all or substantially
all the assets of the Company to, another entity, other than an entity in which
those persons holding Voting Shares immediately prior to such transaction, have
substantially the same proportionate voting rights in respect of such entity,
immediately after such transaction, as they had in respect of the Company
immediately prior to such transaction; (iii) the approval by the shareholders of
the Company and/or the Board of Directors of a plan for the liquidation or
dissolution of the Company; or (iv) the appointment of any person to the Board
of Directors if, by such appointment, a majority of the members of such Board
ceases to consist of individuals who are Continuing Directors.

                                       -2-






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         "Change in Control Period" means, with respect to any day on which a
Change in Control occurs, the two- (2-) year period beginning with such day.

         "Code" means the Internal Revenue Code of 1986, as amended, or any
corresponding provisions of any subsequent federal revenue law.

         "Company" means Lazare Kaplan International Inc, a Delaware
corporation, its successors and assigns.

         "Continuing Director" means a member of the Board of Directors who
either (i) was a member of such Board on the Effective Date, or (ii) was
nominated or appointed (before his initial election) to serve as a member by a
majority of the members of such Board who were persons described in clause (i)
hereof at the time of such nomination or appointment.

         "Date of Death" means the date on which the Participant dies.

         "Date of Death Month" means the month that includes the Date of Death.

         "Death Benefit Date" means the date on which the death benefit payable
under the Policy is paid.

         "Death Benefit Payment" means a payment of an amount equal to the
amount by which (x) the sum of the death benefit paid to the Company under the
Policy, the amount of any Unanticipated Indebtedness existing on the Date of
Death and the amount of Unanticipated Withdrawals made prior to such Date,
exceeds (y) the aggregate amount of Premiums paid by the Company on or before
such Date (or due and owing on such Date).

         "Disability" means, with respect to the Participant, any medically
determinable physical or mental impairment that the Administrative Committee, on
the basis of competent medical evidence, reasonably expects to result in death,
or to be of long-continued and indefinite duration of not less than twelve
months, and considers to have rendered the Participant substantially unable to
perform his stated duties on a full-time basis.

         "Disability Adjustment Payment" means, for any Disability Benefit
Carryover Year, a payment of an amount equal to the amount, if any, by which (x)
the sum of the Plan Tax Savings at the close of such Year and the aggregate
amount of Disability Adjustment Reimbursement Payments received by the Company
pri-

                                       -3-






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or to the close of such Year, exceeds (y) the sum of the aggregate amount of
Disability Primary Benefit Tax Payments paid prior to the close of such Year and
the aggregate amount of Disability Adjustment Payments paid prior to such time.

         "Disability Adjustment Reimbursement Payment " means, for any
Disability Benefit Carryover Year, the amount, if any, by which (x) the sum of
the aggregate amount of Disability Primary Benefit Tax Payments and Disability
Adjustment Reimbursement Payments paid prior to the close of such Year, exceeds
(y) the sum of the Plan Tax Savings at the close of such Year and the aggregate
amount of Disability Adjustment Reimbursement Payments paid prior to the close
of such Year.

         "Disability Benefit Carryover Year" means any Plan Year to which any
tax attribute that arose in a Disability Benefit Year can be carried for
purposes of determining the Company's Income Tax Liability for such Plan Year.

         "Disability Benefit Commencement Date" means the first day of the first
Plan Year beginning on or after the latest of (i) the Disability Termination
Date; (ii) the date on which the Participant attains the age of sixty (60); or
(iii) such later day to which the commencement of Disability Benefit Payments
has been postponed pursuant to Section 6.1.2.

         "Disability Benefit Payment" means any payment to which the Participant
is entitled pursuant to Section 6.1.

         "Disability Benefit Period" means the period commencing with the
Disability Benefit Commencement Date and ending with the Disability Benefit
Termination Date.

         "Disability Benefit Termination Date" means the last day of the
earliest of the Date of Death Month or the Disability Full Payout Month.

         "Disability Benefit Year" means any Plan Year within which a Disability
Benefit Payment becomes due.

         "Disability Dividend Payment" means, for any Disability Benefit Year, a
payment of an amount equal to the amount, if any, by which (x) the sum of the
Assumed Cash Value at the earlier of the Disability Benefit Termination Date or
the close of such Year (determined as if the amount declared as a dividend on
the Policy for such Year had been determined by reference to the Insurer's
actual investment, expense and mortality experience), exceeds (y) the Assumed
Cash Value at such time (determined as if no amount was declared as a divi-

                                       -4-






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dend on the Policy for such Year and there was no guaranteed interest rate with
respect to the Policy for such Year).

         "Disability First Stage Primary Benefit Amount" means, for any
Disability Benefit Year, an amount equal to ten percent (10%) of the amount by
which (x) the Assumed Cash Value on the Disability Benefit Commencement Date,
exceeds (y) the Disability Minimum Post-Payout Amount.

         "Disability First Stage Primary Benefit Payment" means, for any month
within a Disability Benefit Year, a payment of an amount sufficient to amortize
the Disability First Stage Primary Benefit Amount for such Year in twelve (12)
equal installments.

         "Disability Full Payout Date" means the date on which one hundred
twenty (120) consecutive Disability Primary Benefit Payments have become
payable.

         "Disability Full Payout Month" means the month that includes the
Disability Full Payout Date.

         "Disability Interim Valuation Date" means the opening of the first
Disability Benefit Year beginning on or after the Normal Retirement Date.

         "Disability Minimum Post-Payout Amount" means an amount equal to the
premium amount, determined pursuant to Section 6.1.4, to be necessary to
purchase a paid-up policy from the Insurer on the Disability Full Payout Date
equal in face amount to the aggregate amount of Premiums paid by the Company on
or before such Date or due and owing on such Date.

         "Disability Primary Benefit Payment" means a Disability First Stage
Primary Benefit Payment or a Disability Second Stage Primary Benefit Payment.

         "Disability Second Stage Primary Benefit Amount" means, for any
Disability Benefit Year, an amount equal to ten percent (10%) of the amount by
which (x) the Assumed Cash Value on the Disability Interim Valuation Date,
exceeds (y) the Disability Minimum Post-Payout Amount.

         "Disability Second Stage Primary Benefit Payment" means, for any month
within a Disability Benefit Year, a payment of an amount sufficient to amortize
the Disability Second Stage Primary Benefit Amount for such Year in twelve (12)
equal installments.

                                       -5-






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         "Disability Termination Date" means the date on which the Participant's
employment ceases on account of Disability.

     "Domestic Entity" means any business entity that formed under the laws of
the United States, one of the fifty states or the District of Columbia.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any corresponding provisions of any subsequent federal law relating
to the regulation of employee benefit plans.

         "Effective Date" means June 1, 1997.

         "Estimated Marginal Income Tax Rate" means, for any Plan Year, the rate
for such Year described in Section 5.1.5(i)

         "Event of Insolvency" means any failure by the Insurer, due to
financial incapacity or distress, to pay or lend the Company any amount to which
it may be entitled under the Policy.

         "Final Determination" means any decision or agreement of a kind
described in Section 1313(a) of the Code that effects the Income Tax Liability
for any Plan Year.

         "Foreign Entity" means any business entity that is not a Domestic
Entity.

         "Full Payout Date" means the date on which one hundred twenty (120)
consecutive Primary Benefit Payments have become payable.

         "Full Payout Month" means the month that includes the Full Payout Date.

         "Guaranteed Cash Value" means, for the first day of any Plan Year, the
cash surrender value the Policy would have on such day if (i) every dividend
declared on the Policy for any prior Plan Year had been applied as a net single
premium to purchase paid-up whole life insurance or to fund a Permitted Payment;
(ii) the Policy has not lapsed on account of nonpayment of Premiums; (iii) the
Policy has not been surrendered in whole or in part (unless any amount obtained
upon such surrender has not been applied to fund a Permitted Payment); (iv) no
loan has been taken from the Insurer with respect to the Policy (unless the
proceeds from such loan have been applied to fund a Permitted Payment); (v) the
Company funded all Permitted Payments made on or before such day with amounts
obtained

                                       -6-






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from the Insurer upon partial surrender of the Policy to the extent the amounts
so obtained could be excluded from its gross income for federal income tax
purposes pursuant to Section 72(e) of the Code, funded the balance of such
Payments with loans taken from the Insurer with respect to the Policy and paid
any interest on such loans when due; (vi) no dividends were payable for any
prior Plan Year; and (vii) such cash surrender value is calculated using a
guaranteed interest rate of four and five/tenths percent (4.5%).

         "Guaranteed Adjustment Reimbursement Payment" means, for the first
month beginning after the Tax Filing Date for any Plan Year, a payment of an
amount equal to the amount, if any, by which (x) the aggregate amount of
Insolvency Retirement Payments payable for months ending with or before the
close of such Year, exceeds (y) the sum of the Insolvency Retirement Benefit
Amount at the close of such Year and the aggregate amount of Guaranteed
Adjustment Reimbursement Payments payable for months ending with or before the
close of such Year.

         "Guaranteed Adjustment Disability Reimbursement Payment" means, for the
first month beginning after the Tax Filing Date for any Plan Year, a payment of
an amount equal to the amount, if any, by which (x) the aggregate amount of
Insolvency Disability Payments payable for months ending with or before the
close of such Year, exceeds (y) the sum of the Insolvency Disability Benefit
Amount at the close of such Year and the aggregate amount of Guaranteed
Adjustment Disability Reimbursement Payments payable for months ending with or
before the close of such Year.

         "Guaranteed Benefit Payment" means any Guaranteed Disability Primary
Benefit Payment and any Insolvency Retirement Benefit Payment.

         "Guaranteed Disability Benefit Payment" means any Guaranteed Primary
Benefit Payments and any Insolvency Disability Benefit Payment.

         "Guaranteed Disability Full Payout Date" means the date on which one
hundred twenty (120) Primary Disability Benefit Payments and/or Guaranteed
Primary Disability Benefit Payments have become payable.

         "Guaranteed Full Payout Date" means the first date by which one hundred
twenty (120) Primary Benefit Payments and/or Guaranteed Primary Retirement
Benefit Payments have become payable.

                                       -7-






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         "Guaranteed Permitted Payment" means a Guaranteed Primary Benefit
Payment or a Guaranteed Disability Primary Benefit Payment.

         "Guaranteed Disability Primary Benefit Amount" means, for any
Disability Benefit Plan Year, an amount equal to ten percent (10%) of the
Guaranteed Cash Value on the Disability Benefit Commencement Date.

         "Guaranteed Disability Primary Benefit Payment " means, for any
Disability Benefit Plan Year, a payment of an amount sufficient to amortize the
Guaranteed Primary Benefit Amount for such Year in twelve (12) equal
installments.

         "Guaranteed Primary Benefit Amount" means, for any Plan Year, an amount
equal to ten percent (10%) of the Guaranteed Cash Value at the opening of the
first Plan Year beginning after the Normal Retirement Date.

         "Guaranteed Primary Benefit Payment" means for any month within a
Guaranteed Primary Benefit Plan Year, a payment of an amount sufficient to
amortize the Guaranteed Primary Benefit Amount for such Year in twelve (12)
equal installments.

         "Guaranteed Primary Benefit Plan Year" means any Plan Year beginning
after the Insolvency Year and before the earlier of the Causal Termination Date
or the Guaranteed Full Retirement Payout Date.

         "Income Tax" means, whether or not capitalized, any tax based on net
income or excess profits (or any tax in lieu of such a tax) imposed by any
foreign country or possession of the United states or by the United States, any
state or territory of the United States or any political subdivision thereof.

         "Income Tax Liability" means, with respect to any Plan Year, the total
amount of Income Taxes payable by the Company for such Year (determined as if
every Foreign Entity in which the Company owned a beneficial interest on any day
during such Year was taxable as a partnership for federal income tax purposes).

         "Insurer" means Security Mutual Life Insurance Company of New York.

         "Insolvency Date" means, the first date on which an Event of Insolvency
occurs.

                                       -8-






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         "Insolvency Disability Benefit Amount" means, for any Plan Year, the
amount, if any, by which (x) the sum of (A) the aggregate amount received in
respect of the Policy (whether from the Insurer; any successor to the Insurer;
or any receiver, liquidator, conservator, trustee, custodian, or other similar
official of the Insurer or of the whole or any substantial part of the
properties or assets of the Insurer; or from any fund or other arrangement
created for the purpose of guaranteeing, assuming or reinsuring, in whole or in
part, any or all of the policies issued by any insurance company or group of
insurance companies) after an Event of Insolvency, and (B) the Plan Tax Savings
at the close of such Year, exceeds (y) the sum of (A) the aggregate amount of
Guaranteed Permitted Payments which the Participant has received or is scheduled
to receive under the Plan for all Plan Years and the aggregate amount of
Premiums paid by the Company for all prior Plan Years, (B) the aggregate amount
assessed against the Company for all prior Plan Years with respect to the Policy
in connection with any rehabilitation, liquidation or similar proceeding
involving the Insurer, and (C) the aggregate amount of Insolvency Disability
Benefit Payments received in prior Years.

         "Insolvency Disability Benefit Payment" means, for the first month
beginning after the close of any Plan Year, a payment of a sum equal to the
Insolvency Disability Amount at the close of such Year.

         "Insolvency Retirement Benefit Amount" means, for any Plan Year, the
amount, if any, by which (x) the sum of (A) the aggregate amount received in
respect of the Policy (whether from the Insurer; any successor to the Insurer;
or any receiver, liquidator, conservator, trustee, custodian, or other similar
official of the Insurer or of the whole or any substantial part of the
properties or assets of the Insurer; or from any fund or other arrangement
created for the purpose of guaranteeing, assuming or reinsuring, in whole or in
part, any or all of the policies issued by any insurance company or group of
insurance companies) after an Event of Insolvency, and (B) the Plan Tax Savings
at the close of such Year, exceeds (y) the sum of (A) the aggregate amount of
Guaranteed Permitted Payments which the Participant has received or is scheduled
to receive under the Plan for all Plan Years and the aggregate amount of
Premiums paid by the Company for all prior Plan Years, (B) the aggregate amount
assessed against the Company for all prior Plan Years with respect to the Policy
in connection with any rehabilitation, liquidation or similar proceeding
involving the Insurer, and (C) the aggregate amount of

                                       -9-






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Insolvency Retirement Benefit Payments received in prior Years.

         "Insolvency Retirement Benefit Payment" means, for the first month
beginning after the close of any Plan Year, a payment of a sum equal to the
Insolvency Retirement Amount at the close of such Year.

         "Insolvency Year" means, the first Plan Year within which an Event of
Insolvency occurs.

         "Marginal Income Tax Rate" means, with respect to any Retirement
Benefit Year, the combined rate of federal state and local income tax to which
the last dollar earned by the Company for such Year will be subject (determined
taking into account any reduction in the applicable federal income rate on
account of any state or local income tax to which such last dollar is subject
that is allowed as a deduction for federal income tax purposes).

         "Maturity Payment" means a payment of an amount equal to the amount by
which (x) the sum of the amount payable to the Company under the Policy upon
maturity thereof, the amount of any Unanticipated Indebtedness existing on at
such time and the amount of Unanticipated Withdrawals made prior to such time,
exceeds (y) the aggregate amount of Premiums paid by the Company on or before
such time (or due and owing on at such time).

         "Minimum Post-Payout Amount" means an amount equal to the premium
amount necessary to purchase a paid-up policy from the Insurer on the Full
Payout Date equal in face amount to the aggregate amount of Premiums paid by the
Company on or before such Date or due and owing on such Date.

         "Normal Retirement Date" means the day on which the Participant attains
age sixty-five (65).

         "Normal Retirement Year" means the Plan Year within which the Normal
Retirement Date occurs.

         "Other SERPs" means, collectively, the Leon Tempelsman Benefit Plan of
Lazare Kaplan International Inc. and the Robert Speisman Benefit Plan of
Lazare Kaplan International Inc.

         "Participant" means Mr. Sheldon L. Ginsberg.

         "Participating Company" means the Company or any Affiliate thereof.

                                      -10-






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         "Permitted Payment" means any Primary Benefit Payment, Retirement
Dividend Payment, Disability Benefit Payment or Disability Dividend Payment.

         "Permitted Retirement Payment" means any Permitted Payment, other than
a Disability Benefit payment.

         "Person" means, whether or not capitalized, any individual or trust,
estate, partnership, limited liability company, corporation or other entity.

         "Plan" means the retirement benefit plan set forth herein, as amended
from time to time.

         "Plan Tax Savings" means, at the end of any Plan Year, the portion of
the SERP Tax Savings at the close of such Year that is attributable to items
associated with this Plan (as determined in accordance with the procedure set
forth on the schedule annexed hereto as Exhibit D).

         "Plan Year" means the annual period beginning June 1 and ending May 31.

         "Policy" means the life insurance contract insuring the life of the
Participant that will be issued by the Insurer as of June 1, 1997, having terms
identical to the specimen life insurance contract policy annexed hereto as
Exhibit A.

         "Premium" means any amount required to be paid as consi-
deration for the Policy.

         "Primary Benefit Amount" means, for any Retirement Benefit Year, an
amount equal to ten percent (10%) of the amount by which (x) the Assumed Cash
Value on the Retirement Benefit Commencement Date, exceeds (y) the Minimum
Post-Payout Amount.

         "Primary Benefit Payment" means, for any month within a Retirement
Benefit Year, a payment of an amount sufficient to amortize the Primary Benefit
Amount for such Year in twelve (12) equal installments.

         "Primary Benefit Tax Amount" means, for any Retirement Benefit Plan
Year, such amount, if any, as may be determined by the Administrative Committee
for such Year pursuant to Section 5.1.5(ii).

         "Primary Benefit Tax Payment" means, for any month within
a Retirement Benefit Plan Year, a payment to the Participant

                                      -11-






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in an amount sufficient to amortize the Primary Benefit Tax Amount for such Year
in twelve (12) equal installments.

         "Retirement Adjustment Payment" means, for any Retirement Benefit
Carryover Year, a payment of an amount equal to the excess, if any, of (x) the
sum of the Plan Tax Savings at the close of such Year and the aggregate amount
of Retirement Adjustment Reimbursement Payments payable to the Company for
months ending with or before the close of such Year, exceeds (y) the sum of the
aggregate amount of Primary Benefit Tax Payments and Retirement Adjustment
Payments payable for months ending with or before the close of such Year.

         "Retirement Adjustment Reimbursement Payment " means, for any
Retirement Benefit Carryover Year, a payment of an amount equal to the amount,
if any, by which (x) the sum of the aggregate amount of Primary Benefit Tax
Payments and Retirement Adjustment Payments payable for months ending with or
before the close of such Year, exceeds (y) the sum of the Plan Tax Savings at
the close of such Year and the aggregate amount of Retirement Adjustment
Reimbursement Payments payable for months ending with or before the close of
such Year.

         "Retirement Benefit Carryover Year" means any Plan Year to which any
tax attribute that arose in a Retirement Benefit Year can be carried for
purposes of determining the Company's Income Tax Liability for such Plan Year.

         "Retirement Benefit Commencement Date" means the first day of the first
Plan Year beginning after the Normal Retirement Date or such later day to which
the commencement of Retirement Benefit Payments has been postponed pursuant to
Section 5.1.2.

         "Retirement Benefit Payment" means any payment to which the Participant
is entitled pursuant to Section 5.1.

         "Retirement Benefit Period" means the period commencing with the
Retirement Benefit Commencement Date and ending with the Retirement Benefit
Termination Date.

         "Retirement Benefit Termination Date" means the last day of the
earliest of the Date of Death Month, the Causal Termination Month or the Full
Payout Month.

         "Retirement Benefit Year" means any Plan Year within which a Retirement
Benefit Payment becomes due.

                                      -12-






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         "Retirement Date" means the date as of which the Participant
voluntarily ceases his employment with the Company.

         "Retirement Dividend Payment" means, for any Retirement Benefit Year, a
payment of an amount equal to the amount, if any, by which (x) the Assumed Cash
Value at the earlier of the Retirement Benefit Termination Date or the close of
such Year (determined as if the amount declared as a dividend on the Policy for
such Year had been determined by reference to the Insurer's actual investment,
expense and mortality experience), exceeds (y) the Assumed Cash Value at such
time (determined as if no amount was declared as a dividend on the Policy for
such Year and there was no guaranteed interest rate with respect to the Policy
for such Year).

         "SERP" means, this Plan, the Leon Tempelsman Benefit Plan of Lazare
Kaplan International Inc. and the Robert Speisman Benefit Plan of Lazare Kaplan
International Inc.

         "SERP Participant" means, the Participant, Mr. Leon Tempelsman or Mr.
Robert Speisman.

         "SERP Tax Savings" means, at the close of any Plan Year, the amount, if
any, by which (x) the aggregate Income Tax Liability the Company would have
incurred for all Plan Years beginning on or after the Effective Date and ending
on or before the last day of such Year (determined without taking into account
any Retirement Benefit Payment, Payment, Retirement Adjustment Reimbursement
Payment, Disability Benefit Payment, Disability Adjustment Reimbursement
Payment, Guaranteed Benefit Payment, Guaranteed Adjustment Reimbursement
Payment, Guaranteed Disability Benefit Payment or Guaranteed Disability
Adjustment Reimbursement Payment, paid or accrued on or before such day),
exceeds (y) the aggregate Income Tax Liability for such Plan Years (determined
taking into account any change in such aggregate Liability resulting from any
Final Determination made on or before such day).

         "Service" means the Internal Revenue Service.

         "Tax Filing Date" means, for any Plan Year, the day on which the
Company has filed the federal income tax return for such Year.

         "Tempelsman Family Member" means. (i) Mr. Maurice Tempelsman; (ii)
any descendant (whether biological or adopted) of Mr. Maurice Tempelsman; (iii)
the spouse of any person described in clause (i) or (ii) hereof; (iv) the
estate of any person described in clause (i), (ii), or (iii) hereof; or (v)

                                      -13-






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any trust created by or arising under the will of any person described in clause
(i), (ii), or (iii) hereof.

         "Termination Date" means the date on which the Participant's employment
is terminated by action on the part of the Company.

         "Unanticipated Indebtedness" means, at the Date of Death, the amount of
the indebtedness against the Policy existing at that time (including any
interest payable thereon but excluding the amount of any indebtedness against
the Policy the proceeds of which were used to make Permitted Payments).

         "Unanticipated Withdrawal" means, at the earlier of the Date of Death
or the date on which the Policy is scheduled to mature, the aggregate amounts
obtained by the Company prior to such date upon surrender of all or a portion of
the Policy (excluding any such amount which was used make a Permitted Payment).

         "Voting Share" means an outstanding security of the Company possessing
the right to vote for the election of directors of the Company.

         Section 1.2 Rules of Construction. Unless the context otherwise
requires, (i) a term shall have the meaning assigned to it in Section 1.1; (ii)
references to the Participant's "employment" shall be to his full-time
employment by one or more Participating Companies and reference to him as
"employed" shall be to his being employed full time by one or more such; (iii)
if the Participant's employment ceases on account of disability, such cessation
will be deemed to have resulted from action on the part of the Company on
account of Disability; (iv) an insurance term not otherwise defined herein shall
have the meaning assigned to it in the Policy; (v) the Policy will be deemed to
be perpetual (i.e., will be deemed never to mature) if the Date of Death occurs
prior to the date on which the Policy is scheduled to mature; (vi) "or" shall
not be exclusive; (vii) words in the singular shall include the plural, and vice
versa; (viii) all references to "Section" or "Article" shall be to sections and
articles of this instrument; and (viii) words in the masculine gender shall
include the feminine and neuter, and vice versa.

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                                   ARTICLE II

                             ORGANIZATIONAL MATTERS

         Section 2.1 Nature of Plan. The Plan, together with two other
retirement benefit plans adopted by the Company as of the Effective Date, is
intended to qualify as unfunded for tax purposes and to qualify, for purposes of
title I of ERISA, as an unfunded plan maintained primarily for the purpose of
providing deferred compensation for a select group of management or highly
compensated employees of the Company . Consequently, the Participant shall be an
unsecured general creditor of the Company with respect to benefits to which he
is entitled hereunder and the Plan shall constitute a mere promise by the
Company to pay such benefits in the future. The benefits provided to the
Participant by the Plan are not part of any salary reduction plan and are not
provided in lieu of a bonus or salary increase. The Plan is not intended to
confer any legal rights upon the Participant for a continuation of employment,
nor shall its existence limit the Company's right to discharge the Participant
or otherwise deal with the Participant without regard to the effect its action
might have upon the Participant under the Plan. Any provision hereof to the
contrary notwithstanding, if a court of competent jurisdiction determines that
the Plan does not satisfy the definitional requirements of Section 201(2) of
ERISA and such determination becomes final, (i) the Plan shall be terminated ab
initio and neither the Participant nor the Beneficiary shall have any right to
receive any benefit under the Plan or under the Policy; and (ii) the Company
shall be entitled to a payment from the Participant of a sum equal to the
aggregate amount paid to him under the Plan and to a payment from the
Beneficiary in an amount equal to the portion of the death benefit paid to it
under the Policy.

         Section 2.2 Name of Plan. The Plan shall be known as the "Sheldon L.
Ginsberg Benefit Plan of Lazare Kaplan International Inc."

                                   ARTICLE III

                                   THE POLICY

         Section 3.1 Purchase. Promptly following the Effective Date, the
Company shall purchase the Policy from the Insurer. The Company and the
Participant shall use their best efforts and shall otherwise take all necessary
action within their control to cause the Insurer to issue the Policy as of the

                                      -15-






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earliest possible day beginning after May 31, 1997, and shall take any further
action within their control which may be necessary to cause the Policy to
conform to the terms and conditions of the Plan.

         Section 3.2 Ownership. The Company shall be the sole and absolute owner
of the Policy, and except as otherwise provided by Section 3.5, shall have all
of the rights with respect thereto, including the right to (i) select the
settlement option under the Policy and the beneficiary or beneficiaries to
receive the portion of the Policy proceeds to which the Company is not entitled
under the Plan; (ii) assign or surrender the Policy; (iii) take or repay a
policy loan from the Insurer with respect to the Policy; (iv) pledge or assign
the policy for purposes of securing a loan from any person; (v) amend or modify
the Policy with the written consent of the Insurer, and (vi) exercise any right,
receive any benefit or enjoy any privilege provided by the Policy.
Notwithstanding the foregoing, once the Company has exercised its right to
designate the Beneficiary pursuant to clause (i) of the preceding sentence, it
shall not have the right to revoke or otherwise modify such designation.

         Section 3.3 Payment of Premiums. On or before the due date of any
Premium, or within the grace period provided in the Policy, the Company shall
pay the full amount of the Premium to the Insurer, and shall promptly furnish
the Participant evidence of timely payment of such Premium. The Company shall
use its best efforts to furnish the Participant, within ninety (90) days after
the close of each calendar year, with a statement of the amount includible in
gross income by him for federal, state and local income tax purposes as a result
of having cost-free insurance protection provided under the Policy during the
calendar year.

         Section 3.4 Payment of Tax-Related Bonuses. At the time it furnishes
the statement described in Section 3.3 for any calendar year beginning prior to
the Retirement Date, the Company shall pay the Participant, as compensation, an
amount equal to the aggregate amount of federal, state and local income taxes he
would be required to pay for the related calendar year if (i) the amount shown
on such statement constituted his entire gross income for such year; (ii) such
gross income was wholly allocable to New York City for state and local income
tax purposes; (iii) the state and local taxes payable on such gross income for
such calendar year were allowed as a deduction for such year in determining his
taxable income for federal income tax purposes; (iv) he was not allowed any
other deductions or any personal exemptions for such

                                      -16-






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<PAGE>


year in determining his taxable income for federal, state or local income tax
purposes; and (vi) he was subject to the highest marginal federal, New York
State and New York City income tax rates for such year applicable to individuals
having his marital and filing status. Notwithstanding the foregoing, (i) if the
Participant's employment is terminated by action on the part of the Company for
any reason other than Cause, the Company shall not be obligated to make any
payment pursuant to this Section 3.4 for any calendar year beginning after the
Normal Retirement Date; and (ii) if the Participant's employment is terminated
by action on the part of the Company for Cause, the Company shall not be
obligated to make any payment pursuant to this Section 3.4 for any calendar year
ending after the Termination Date.

         Section 3.5 Endorsement. Promptly following the Effective Date, the
Company shall execute an endorsement to the Policy substantially in the form
annexed hereto as Exhibit B in order to secure the Company's recovery of the
greater of the cash value of the Policy or the aggregate amount of Premiums paid
by the Company. Such endorsement shall not be terminated or modified by the
Company without the express written consent of the Participant.

         Section 3.6 Collection of Death Proceeds. Upon the death of the
Participant, the Company shall cooperate with the Beneficiary to take whatever
action is necessary to collect the death benefit payable under the Policy.

                                   ARTICLE IV

                           ALLOCATION OF DEATH BENEFIT

         Section 4.1 Death Prior to Cessation of Employment. If the Participant
is employed at the time of his death and has not yet attained the age of
seventy-five (75), the Company shall have the unqualified right to receive a
portion of the death benefit payable under the Policy equal to the Aggregate
Premium Amount, and the balance of such death benefit, if any, shall be paid
directly to the Beneficiary in the manner and in the amount or amounts provided
in the beneficiary designation provision of the Policy. In no event shall the
amount payable to the Company under this Section 4.1 exceed the amount of the
death benefit payable under the Policy. No amount shall be paid to the
Beneficiary from such death benefit until the amount due the Company under this
Section 4.1 has been paid in full. Notwithstanding the foregoing, if the
Participant has attained the age of seventy-five (75), the Company shall have

                                      -17-






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<PAGE>



the unqualified right to receive the entire death benefit then payable under the
Policy and no portion of such death benefit shall be paid to the Beneficiary.

         Section 4.2 Death Subsequent to Retirement. If the Participant's
death occurs after Retirement, any death benefit payable under the Policy shall
be allocated as follows:

                  (i) If the Participant has attained age sixty-five (65) by the
         Retirement Date and has not attained the age of seventy-five (75) by
         the Date of Death, the Company shall have the unqualified right to
         receive a portion of the death benefit payable under the Policy equal
         to the Aggregate Premium Amount, and the balance of such death benefit,
         if any, shall be paid directly to the Beneficiary in the manner and in
         the amount or amounts provided in the beneficiary designation provision
         of the Policy. In no event shall the amount payable to the Company
         under this Section 4.2(i) exceed the amount of the death benefit
         payable under the Policy. No amount shall be paid to the Beneficiary
         from such death benefit until the amount due the Company under this
         Section 4.2(i) has been paid in full.

                  (ii) If the Participant has attained the age of sixty-five
         (65) by the Retirement Date and has attained the age of seventy-five
         (75) by the Date of Death, the Company shall have the unqualified right
         to receive the death benefit payable under the Policy and no portion of
         such death benefit shall be paid to the Beneficiary.

                  (iii) If the Participant has not attained the age of
         sixty-five (65) by the Retirement Date, the Company shall have the
         unqualified right to receive the death benefit payable under the Policy
         and no portion of such death benefit shall be paid to the Beneficiary.

         Section 4.3 Death Subsequent to Noncausal Termination. If the
Participant's employment is terminated by action on the part of the Company for
any reason other than Cause or Disability, any death benefit payable under the
Policy shall be allocated as follows:

                  (i) If the Participant has not attained the age of
         seventy-five (75) by the Date of Death, the Company shall have the
         unqualified right to receive

                                      -18-






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<PAGE>



         a portion of the death benefit payable under the Policy equal to the
         Aggregate Premium Amount prior to the Date of Death, and the balance of
         such death benefit, if any, shall be paid directly to the Beneficiary
         in the manner and in the amount or amounts provided in the beneficiary
         designation provision of the Policy. In no event shall the amount
         payable to the Company under this Section 4.3(i) exceed the amount of
         the death benefit payable under the Policy. No amount shall be paid to
         the Beneficiary from such death benefit until the amount due the
         Company under this Section 4.3(i) has been paid in full.

                  (ii) If the Participant has attained the age of seventy-five
         (75) by the Date of Death, the Company shall have the unqualified right
         to receive the death benefit payable under the Policy and no portion of
         such death benefit shall be paid to the Beneficiary.

         Section 4.4. Death Subsequent to Causal Termination. If the
Participant's employment is terminated by action on the part of the Company for
Cause, the Company shall have the unqualified right to receive the death benefit
payable under the Policy and no portion of the death benefit payable under the
Policy shall be paid to the Beneficiary.

         Section 4.5. Death Subsequent to Termination on Account of Disability.
If the Participant's employment is terminated by action on the part of the
Company on account of Disability and he has not attained the age of seventy-five
(75) by the Date of Death, the Company shall have the unqualified right to
receive a portion of the death benefit payable under the Policy equal to the
Aggregate Premium Amount, and the balance of such death benefit, if any, shall
be paid directly to the Beneficiary in the manner and in the amount or amounts
provided in the beneficiary designation provision of the Policy. In no event
shall the amount payable to the Company under this Section 4.5 exceed the amount
of the death benefit payable under the Policy. No amount shall be paid to the
Beneficiary from such death benefit until the amount due the Company under this
Section 4.5 has been paid in full. If the Participant's employment terminates on
account of Disability and he has attained the age of seventy-five (75) by the
Date of Death, the Company shall have the unqualified right to receive the
entire death benefit payable under the Policy and no portion of such death
benefit shall be paid to the Beneficiary.

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                                    ARTICLE V

                               RETIREMENT BENEFITS

         Section 5.1  Normal Retirement.

                  Section 5.1.1 Payment of Retirement Benefits. If the
Participant has attained the age of sixty-five (65) and has been employed at all
times between the Effective Date and the Normal Retirement Date, he shall be
entitled to (i) a Primary Benefit Payment and a Primary Benefit Tax Payment for
each month within the Retirement Benefit Period; (ii) a Retirement Dividend
Payment for the first month beginning after the close of each Retirement Benefit
Year; (iii) a Death Benefit Payment for the earlier of the sixth month beginning
after the Date of Death or the first month beginning after the Death Benefit
Date; (iv) a Maturity Payment for the third month beginning after the date on
which the Policy is scheduled to mature; and (v) a Retirement Adjustment Payment
for the first month beginning after the Tax Filing Date for each Retirement
Benefit Carryover Year. Any payment to which the Participant shall be entitled
under this Section 5.1.1 for any month shall be made on or before the fifth
Business Day of such month.

                  Section 5.1.2 Postponement of Retirement Benefit Commencement
Date. The Administrative Committee, upon application by the Participant, shall
grant him one or more successive one- (1-) year postponements of the date on
which payment of Retirement Benefit Payments will commence. To satisfy the
requirements of this Section 5.1.2, (i) an application to the Administrative
Committee for any one- (1-) year postponement must be submitted (on a form
provided by the Committee) not more than three hundred (300) days and not less
than one hundred eighty (180) days before the date prescribed for the payment of
Retirement Benefit Payments to commence (as such date may have previously been
extended pursuant to this Section 5.- 1.2); (ii) no such Payments shall have
previously become due and payable. Regardless of whether any postponement
granted under this Section 5.1.2 is then in effect, the payment of Retirement
Benefit Payments shall in all events commence with the first month of the first
Plan Year beginning after the Retirement Date.

                  Section 5.1.3 Certain Reimbursement Payments. The Company
shall be entitled to a Retirement Adjustment Reimbursement Payment from the
Participant for the first month beginning after the Tax Filing Date for any
Retirement Benefit

                                      -20-






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Carryover Year. Any payment to which the Company shall be entitled under this
Section 5.1.3 for any month shall be made on or before the fifth Business Day of
such month; provided, however, that the Company shall have the right to set off
amounts due and owing to it pursuant to this Section 5.1.3 against amounts
payable to the Participant under this Plan as such amounts become due.

                  Section 5.1.4 Determination of the Minimum Post-Payout
Amount. On or before the first Business Day of the first Retirement Benefit
Year, the Administrative Committee, after due consultation with the Insurer's In
Force Reprojection Unit, shall make a good faith determination of the amount,
if any, of the Minimum Post-Payout Amount.

                  Section 5.1.5 Determination of Primary Benefit Tax Amount. On
or before the fifth Business Day of each Retirement Benefit Year, the
Administrative Committee shall (i) make a good faith estimation of what the
Marginal Income Tax Rate for such Year would be if every Foreign Entity in which
the Company owned a beneficial interest on any day during such Year were taxable
as a partnership for federal income tax purposes; and (ii) shall determine (in
accordance with the procedure set forth on the schedule annexed hereto as
Exhibit C) what the Primary Benefit Tax Amount for such year would be if (A) the
Marginal Income Tax Rate for such year were equal to the Estimated Marginal
Income Tax Rate for such Year, and (B) the only Retirement Benefit Payments paid
or accrued in such Year were the Primary Benefit Payments and the Primary
Benefit Tax Payments that are scheduled to be paid for such Year.

                  Section 5.1.6 Determination of Retirement Adjustment Amounts.
On or before the fifth Business Day following the Tax Filing Date for any
Retirement Benefit Carryover Year, the Administrative Committee, after due
consultation with the Company's accountants, shall make a good faith
determination of the amount, if any, of the Retirement Adjustment Payment or the
Retirement Adjustment Reimbursement Payment that is payable for the first month
beginning after such Date.

                  Section 5.1.7 Determination of Death Benefit Payment. On or
before the fifth Business Day of following the Death Benefit Date, the
Administrative Committee, after due consultation with the Company's accountants,
shall make a good faith determination of the Death Benefit Payment that is
payable for the first month beginning after such Date.

                  Section 5.1.8 Determination of Maturity Payment. On or before
the fifth Business Day of the second month beginning

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after the date on which the Policy is scheduled to mature, the Administrative
Committee, after due consultation with the Company's accountants, shall make a
good faith determination of the Maturity Payment that is payable for the first
month beginning after such Date.

         Section 5.2 Noncausal Termination.

                  Section 5.2.1 Noncausal Termination Prior to the Normal
Retirement Date. If at any time prior to the Normal Retirement Date, the
Participant's employment is terminated by action on the part of the Company for
any reason other than Cause or Disability and he has been employed at all times
between the Effective Date and the Termination Date, then upon attaining the age
of sixty-five (65) he shall be deemed, for purposes of Section 5.1 to have been
employed at all times between the Effective Date and the Normal Retirement Date
and to have voluntarily ceased his employment on such latter Date.

                  Section 5.2.2 Noncausal Termination on or after the Normal
Retirement Date. If at any time on or after the Normal Retirement Date, the
Participant's employment is terminated by action on the part of the Company for
any reason other than Cause or Disability and he has been employed at all times
since the Effective Date, then he shall be deemed, for purposes of Section 5.1,
to have voluntarily ceased his employment on the Termination Date.

                  Section 5.3 Cessation of Employment Within Change in Control
Period.

                  Section 5.3.1 Retirement. If the Participant voluntarily
ceases his employment at any time within the Change in Control Period he shall
be entitled to a payment for the first month of the first Plan Year beginning
after the Retirement Date in an amount equal to the Assumed Cash Value of the
Policy at the opening of such month. The payment to which the Participant shall
be entitled under this Section 5.3.1 shall be made on or before the fifth
Business Day of such first month and shall be in lieu of any benefit to which he
may otherwise be entitled pursuant to this Agreement.

                  Section 5.3.2 Noncausal Termination. If at any time within the
Change in Control Period the Participant's employment is terminated by action on
the part of the Company for any reason other than Cause or Disability, he shall
be entitled to a payment for the first month of the first Plan Year beginning
after the Termination Date in an amount equal to the Assumed Cash Value of the
Policy at the opening of such month.

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The payment to which the Participant shall be entitled under this Section 5.3.2
shall be made on or before the fifth Business Day of such first month and shall
be in lieu of any benefit to which he may otherwise be entitled pursuant to this
Agreement.

                  Section 5.3.3 Noncausal Election. The Administrative
Committee, upon application by the Participant, shall grant him the right, in
lieu of any rights to which he would otherwise be entitled pursuant to Section
5.3.2, to be deemed, for purposes of Section 5.1, to have been employed at all
times between the Effective Date and the Normal Retirement Date and to have
voluntarily ceased his employment on such latter Date. To satisfy the
requirements of this Section 5.3.3, an application to the Administrative
Committee must be submitted (on a form provided by the Committee) on or before
the first anniversary of the day on which the related Change in Control occurs.
The Participant shall not be entitled to any amount pursuant to Section 5.1 on
account of an election made pursuant to this Section 5.3.3 unless the
Participant in fact attains the age of sixty-five (65).

                                   ARTICLE VI

                               DISABILITY BENEFITS

         Section 6.1. Disability Prior to Normal Retirement Date.

                  Section 6.1.1 Disability Benefit Payments. If the
Participant's employment ceases on account of Disability and he has been
employed at all times between the Effective Date and the Disability Termination
Date, he shall be entitled to (i) a Disability First Stage Primary Benefit
Payment and a Disability Primary Tax Payment for each month beginning on or
after the Disability Benefit Commencement Date and before the Disability Interim
Valuation Date; (ii) a Disability Second Stage Primary Benefit Payment and a
Disability Primary Tax Payment for each month beginning on or after the
Disability Interim Valuation Date and before the Disability Benefit Ter-
mination Date; (iii) a Disability Dividend Payment for the first month beginning
after the close of each Disability Benefit Year; (iv) a Death Benefit Payment
for the earlier of the sixth month beginning after the Date of Death or the
first month beginning after the Death Benefit Date; (v) a Maturity Payment for
the third month beginning after the date on which the Policy is scheduled to
mature; and (vi) a Disability Adjustment Payment for the first month beginning
after the Tax Filing Date for each Disability Benefit Carryover Year. Any

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payment to which the Participant shall be entitled under this Section 6.1 for
any month shall be made on or before the fifth Business Day of such month.

                  Section 6.1.2 Postponement of Disability Benefit Commencement
Date. The Administrative Committee, upon application by the Participant, shall
grant him one or more successive one- (1-) year postponements of the date on
which payment of Disability Benefit Payments will commence. To satisfy the
requirements of this Section 6.1.2, (i) an application to the Administrative
Committee for any one- (1-) year postponement must be submitted (on a form
provided by the Committee) not more than two hundred seventy (270) days and not
less than one hundred eighty (180) days before the date prescribed for the
payment of Disability Benefit Payments to commence (as such date may have
previously been extended pursuant to this Section 6.1.2); (ii) no such Payments
shall have previously become due and payable. Regardless of whether any
postponement granted under this Section 6.1.2 is then in effect, the payment of
Disability Benefit Payments shall in all events commence with the first month of
the first Plan Year beginning after the date on which the Participant attains
the age of sixty-five (65).

                  Section 6.1.3 Certain Reimbursement Payments. The Company
shall be entitled to a Disability Adjustment Reimbursement Payment from the
Participant for the first month beginning after the Tax Filing Date for any
Disability Benefit Carryover Year. Any payment to which the Company shall be
entitled under this Section 6.1.3 for any month shall be made on or before the
fifth Business Day of such month; provided, however, that the Company shall have
the right to set off amounts due and owing to it pursuant to this Section 6.1.3
against amounts payable to the Participant under this Plan as such amounts
become due.

                  Section 6.1.4 Determination of Disability Minimum Post-Payout
Amount. On or before the first Business Day of the first Disability Benefit Year
and on or before the Disability Interim Valuation Date, the Administrative
Committee, after due consultation with the Insurer's In Force Reprojection
Unit, shall make a good faith determination of the amount of the Disability
Minimum Post-Payout Amount

                  Section 6.1.5 Determination of Disability Primary Benefit Tax
Amount. On or before the fifth Business Day of each Disability Benefit Year, the
Administrative Committee shall (i) make a good faith estimation of the Marginal
Income Tax Rate for such Year; and (ii) shall determine (in accor-

                                      -24-






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dance with the procedure analogous to those set forth on the schedule annexed
hereto as Exhibit C) what the Disability Primary Benefit Tax Amount for such
Year would be if (i) the Marginal Income Tax Rate for such Year were equal to
the Estimated Marginal Income Tax Rate for such Year, and (ii) the only
Disability Benefit Payments paid or accrued in such Year were the Disability
Primary Benefit Payments and the Disability Primary Benefit Tax Payments that
are scheduled to be paid for such Year.

                  Section 6.1.6 Determination of Disability Adjustment Amounts.
On or before the fifth Business Day following the Tax Filing Date for any
Disability Benefit Carryover Year, the Administrative Committee, after due
consultation with the Company's accountants, shall make a good faith
determination of the amount, if any, of the Disability Adjustment Payment or the
Disability Adjustment Reimbursement Payment that is payable for the first month
beginning after such Date.

                  Section 6.1.7 Determination of Death Benefit Payment. On or
before the fifth Business Day following the Death Benefit Date, the
Administrative Committee, after due consultation with the Company's accountants,
shall make a good faith determination of the Death Benefit Payment that is
payable for the first month beginning after such Date.

                  Section 6.1.8 Determination of Maturity Payment. On or before
the fifth Business Day of the second month beginning after the date on which the
Policy is scheduled to mature, the Administrative Committee, after due
consultation with the Company's accountants, shall make a good faith
determination of the Maturity that is payable for the first month beginning
after such Date.

         Section 6.2. Disability on or after Normal Retirement Date. If at any
time on or after the Normal Retirement Date, the Participant's employment ceases
on account of Disability and he has been employed at all times since the
Effective Date, then he shall be deemed, for purposes of Section 5.1, to have
voluntarily ceased his employment on the Disability Termination Date.

                                      -25-






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                                   ARTICLE VII

                               INSURER INSOLVENCY

         Section 7.1 Retirement Benefits.

                  Section 7.1.1 Insolvency Prior to the Retirement Benefit
Commencement Date. If an Event of Insolvency occurs on or before the Retirement
Benefit Commencement Date and the Participant would be entitled, except that he
has filed or has the right to file an application pursuant to Section 5.1.2, to
commence receiving Retirement Benefit Payments for the first month of the first
Plan Year beginning after the later of the Normal Retirement Date or the
Insolvency Date; then in lieu of any Retirement Benefit Payments, the
Participant shall be entitled to (i) a Guaranteed Primary Benefit Payment for
each month beginning after the close of the later of the Normal Retirement Year
or the Insolvency Year and beginning on or before the earlier of the Causal
Termination Date or the Guaranteed Full Payout Date; and (ii) an Insolvency
Retirement Benefit Payment for the first month beginning after the close of each
Plan Year. Any payment to which the Participant shall be entitled under this
Section 7.1.1 for any month shall be made on or before the fifth Business Day of
such month.

                  Section 7.1.2 Insolvency Subsequent to the Retirement Benefit
Commencement Date. If an Event of Insolvency occurs after the Retirement Benefit
Commencement Date, then in lieu of any Retirement Benefit Payments due on, or
payable after such Date, the Participant shall be entitled to (i) a Guaranteed
Primary Benefit Payment for each month beginning on or after such Date and
beginning on or before the earlier of the Causal Termination Date or the
Guaranteed Full Payout Date; and (ii) an Insolvency Retirement Benefit Payment
for the first month beginning after the close of each Plan Year. Any payment to
which the Participant shall be entitled under this Section 7.1.2 for any month
shall be made on or before the fifth Business Day of such month.

                  Section 7.1.3 Certain Reimbursement Payments. The Company
shall be entitled to a Guaranteed Adjustment Reimbursement Payment from the
Participant for the first month beginning after the Tax Filing Date for any Plan
Year. Any payment to which the Company shall be entitled under this Section
7.1.3 for any month shall be made on or before the fifth Business Day of such
month; provided, however, that the Company shall have the right to set off
amounts due and owing to it

                                      -26-






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pursuant to this Section 7.1.3 against amounts payable to the Participant under
this Plan as such amounts become due.

                  Section 7.1.4 Determination of Guaranteed Adjustment
Reimbursement Amounts. On or before the fifth Business Day following the Tax
Filing Date for any Plan Year, the Administrative Committee, after due
consultation with the Company's accountants, shall make a good faith
determination of the amount, if any, of the Guaranteed Adjustment Reimbursement
Payment that is payable for the first month beginning after such Date.

         Section 7.2 Disability Benefits.

                  Section 7.2.1 Insolvency Prior to the Disability Benefit
Commencement Date. If an Event of Insolvency occurs on or before the Disability
Benefit Commencement Date, and the Participant would be entitled, except that he
has filed or has the right to file an application pursuant to Section 6.1.2, to
commence receiving Disability Benefit Payments for the first month of the first
Plan Year beginning after the latest of the Disability Termination Date, the
date on which the Participant attains the age of sixty (60) or the Insolvency
Date, then in lieu of any Disability Benefit Payment, the Participant shall be
entitled to (i) a Guaranteed Disability Primary Benefit Payment for each month
beginning after the close of the latest of the Plan Year in which the Disability
Termination Date occurs, the Plan Year in which the Participant attains the age
of sixty (60) or the Insolvency Year and beginning on or before the earlier of
the Causal Termination Date or the Guaranteed Full Disability Payout Date; and
(ii) an Insolvency Disability Benefit Payment for the first month beginning
after the close of each Plan Year. Any payment to which the Participant shall be
entitled under this Section 7.2.1 for any month shall be made on or before the
fifth Business Day of such month.

                  Section 7.2.2 Insolvency After the Disability Benefit
Commencement Date. If at the time an Event of Insolvency occurs a Primary
Disability Benefit Payment has become payable, then in lieu of any future
Disability Benefit Payments, the Participant shall be entitled to (i) a
Guaranteed Primary Disability Benefit Payment for each month beginning on or
after the Insolvency Date and beginning on or before the earlier of the Causal
Termination Date or the Guaranteed Full Disability Payout Date; and (ii) an
Insolvency Disability Benefit Payment for the first month beginning after the
close of each Plan Year. Any payment to which the Participant shall be

                                      -27-






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<PAGE>



entitled under this Section 7.2.2 for any month shall be made on or before the
fifth Business Day of such month.

                  Section 7.2.3 Certain Reimbursement Payments. The Company
shall be entitled to a Guaranteed Disability Adjustment Reimbursement Payment
from the Participant for the first month beginning after the Tax Filing Date for
any Plan Year. Any payment to which the Company shall be entitled under this
Section 7.2.3 for any month shall be made on or before the fifth Business Day of
such month; provided, however, that the Company shall have the right to set off
amounts due and owing to it pursuant to this Section 7.1.3 against amounts
payable to the Participant under this Plan as such amounts become due.

                  Section 7.2.4 Determination of Guaranteed Disability
Adjustment Reimbursement Amounts. On or before the fifth Business Day following
the Tax Filing Date for any Plan Year, the Administrative Committee, after due
consultation with the Company's accountants, shall make a good faith
determination of the amount, if any, of the Guaranteed Adjustment Reimbursement
Payment that is payable for the first month beginning after such Date.

         Section 7.3 Curative Adjustments. If at any time following the
occurrence of an Event of Insolvency the Policy has been restored to its full
cash value, the death benefit payable under the Policy has either been
unaffected by such Event or has been fully reinstated and all other rights and
benefits that the Company or the Beneficiary possessed under the Policy prior to
such Event and that were adversely affected by such Event have been fully
reinstated; the Administrative Committee shall, to the extent possible, make one
or more payments to the Participant so that, immediately following the last such
payment, the net amount paid to the Participant under the Plan equals the net
amount that would have been payable to him if such Event had not occurred.

                                  ARTICLE VIII

                                    AMENDMENT

         This Plan may be amended by action of the Board of Directors; provided,
however, that it may not be amended so as to adversely affect the rights of the
Participant or the Beneficiary unless the affected party consents to such
amendment in writing. Notwithstanding the foregoing, this Plan may be amended,
without the consent of the Participant or the Benefi-

                                      -28-






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<PAGE>


ciary, so as to (i) change the meaning of the term "Plan Year" whenever the
Company changes its taxable year for federal income tax purposes so that each
Plan Year is coterminous with the taxable year of the Company with which it
commenced; and (ii) provide that once the Primary Benefit Amount or the
Disability Primary Benefit Amount for any Plan Year has been determined, the
Primary Benefit Amount or Disability Primary Benefit Amount for any subsequent
Plan Year will not be affected by any intervening change in the meaning of the
term "Plan Year."

                                   ARTICLE IX

                                 ADMINISTRATION

         Section 9.1 Administrative Committee. This Plan shall be administered
by an Administrative Committee appointed by the Board of Directors. In addition
to such powers as may be delegated to it by the Board of Directors, the
Administrative Committee shall have the power to (i) interpret this Plan, (ii)
establish such rules (not inconsistent with the terms of this Plan) as it may
deem necessary for the administration of this Plan, (iii) make such
determinations as are necessary for the administration of this Plan, (iv) employ
agents, attorneys, actuaries, auditors, and accountants to furnish services in
connection with this Plan, and (v) calculate benefits due under this Plan. The
Administrative Committee shall have authority to delegate responsibility for
performance of ministerial functions necessary for administration of this Plan
to such officers of the Participating Companies, including Participants, as it
shall, in its sole discretion, deem appropriate.

                  Section 9.2 Administration Costs. All expenses incurred in
connection with the administration of this Plan shall be borne by the Company.

         Section 9.3 Legal Limitation. No member of the Administrative Committee
shall be required to authorize or engage in any transaction which he determines,
in his sole discretion, to be unlawful or might subject him, any Participating
Company, the Participant or any Beneficiary to liability (other than liability
for taxes) under federal, state or local law.

         Section 9.4 Records. The records of the Administrative Committee with
respect to this Plan shall, absent manifest error, be conclusive and binding on
all concerned parties.

                                      -29-






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<PAGE>


         Section 9.5 Claims Procedure.

                  Section 9.5.1 Filing of Claims. Any person who believes that
he or she is being denied a benefit to which he or she is entitled under this
Plan may file a written request for such benefit with the Administrative
Committee setting forth his or her claim. The request must be addressed to the
Administrative Committee at the Company's then principal place of business.

                  Section 9.5.2 Claim Decision. Upon receipt of a claim, the
Administrative Committee shall advise the claimant that a reply will be
forthcoming within ninety (90) days and shall, in fact, deliver such reply
within such period. The Administrative Committee may, however, extend the reply
period for an additional ninety (90) days for reasonable cause. To deny a claim
in whole or in part, the Administrative Committee shall render a written
opinion, using language calculated to be understood by the claimant, setting
forth (i) the specific reason or reasons for such denial; (ii) the specific
reference to pertinent provisions of this Plan on which such denial is based;
(iii) a description of any additional material or information necessary for the
claimant to perfect the claim and an explanation why such material or such
information is necessary; and (iv) appropriate information as to the steps to be
taken if the claimant wishes to submit the claim for review. If such a written
opinion is not furnished to the claimant within the reply period (as it may be
extended for reasonable cause by the Administrative Committee), the claim shall
be deemed to have been denied.

                  Section 9.5.3 Request for Review. Within sixty (60) days after
the receipt by the claimant of a written or a deemed denial, the claimant may
request in writing that the Administrative Committee review the determination.
Such request must be addressed to Administrative Committee, at its the Company's
then principal place of business. The claimant or his or her duly authorized
representative may, but need not, review the pertinent documents and submit
issues and comments in writing for consideration by the Administrative
Committee. If the claimant does not request a review of the determination by the
Administrative Committee within such sixty- (60-) day period, he or she shall be
barred and estopped from challenging the determination.

                  Section 9.5.4 Review of Decision. Within sixty (60) days after
the Administrative Committee's receipt of a request for review, it shall review
its determination. After considering all materials presented by the claimant,
the Administra-

                                      -30-






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<PAGE>


tive Committee shall render a written opinion, written in a manner calculated to
be understood by the claimant, setting forth the specific reasons for the
decision and containing specific references to the pertinent provisions of this
Plan on which the decision is based. If special circumstances require that the
sixty- (60-) day time period be extended, the Administrative Committee will so
notify the claimant and will render the decision as soon as possible, but no
later than one hundred twenty (120) days after receipt of the request for
review. If the Administrative Committee's decision on review is not furnished to
the claimant within the time limitations described above, the claim will be
deemed denied on review.

                  Section 9.5.5 Binding Effect. All claim decisions made by the
Administrative Committee pursuant to this Section 9.6 shall, in the absence of a
showing of bad faith, be deemed final and non-appealable to the extent they
pertain to prior determinations made by the Administrative Committee under
Section 5.1 or Section 6.1.

                                    ARTICLE X

                                  MISCELLANEOUS

         Section 10.1 No Transfers. The Participant shall not have, during his
lifetime, any right to assign or alienate in any other manner any rights he may
have under the Plan, nor shall any such rights be subject to garnishment or any
similar procedure.

         Section 10.2 Nature of Plan; Remedies. This Plan is in the nature of a
contract between the Company and the Participant. If the Company shall commit or
threaten to commit a breach of any of its obligations hereunder, any person
adversely affected thereby shall be entitled, in addition to any other remedy to
which he may be entitled at law or in equity, to an injunction or injunctions to
prevent breaches of the provisions of this Plan and to have the right to have
the provisions of this instrument specifically enforced, it being acknowledged
and agreed that any such breach would cause irreparable damage to such person
for which money damages could not provide an adequate remedy.

         Section 10.3 Headings and Captions. The headings and captions contained
in this Plan are inserted for convenience only and shall not in any way affect
the meaning or interpretation hereof.

                                      -31-






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<PAGE>


                  Section 10.4 Construction. No strict rule of construction
shall be applied against the Company.

         Section 10.5 Late Payments. If all or any portion of any amount payable
to the Participant or the Company pursuant to this agreement is made more than
ten (10) days after such payment is due, such past due payment shall bear simple
interest (on the basis of a 360-day year) from the due date thereof at a rate
equal to four percentage points over the rate of interest publicly announced by
Citibank, N.A. as its prime rate in effect at its principal office in New York
City, as such rate may fluctuate from time to time.

         Section 10.6 Assignment. No amount distributable or to become
distributable to any person under this Plan shall be transferable, assignable or
subject to interference or control by any creditors of such person, or subject
to any claim for alimony or for the support of a spouse pursuant to a decree of
divorce or legal separation, or to being taken or reached by any legal or
equitable process in satisfaction of any debt or obligation of such person prior
to his receipt of such amount.

         Section 10.7 Severability. If any particular provision of this Plan
shall be found to be illegal, invalid or unenforceable in any situation or
jurisdiction, such provision shall not affect the validity or enforceability of
the remaining provisions hereof or the validity or enforceability of the
offending provision in any other situation or jurisdiction. If the final
judgment of a court of competent jurisdiction declares any provision of this
Plan illegal, invalid or unenforceable, such court shall have the power to
reduce the scope, duration or area of such provision, to delete specific words
or phrases, or to replace any illegal, invalid or unenforceable provision with
a provision that is legal, valid and enforceable and that comes closest to
expressing the intention of the offending provision

         Section 10.8 Applicable Law. This Plan shall be governed by and
construed in accordance with the internal laws (and not the law of conflicts) of
the State of New York.

         Section 10.9 Jurisdiction; Counsel Fees. Any legal proceedings arising
under or relating to this Plan shall be brought in any federal or state court of
general jurisdiction that is situated within the county and state of New York.
The reasonable attorneys' fees, court costs, expert witness fees and other
expenses of the prevailing party or parties in any such proceeding shall be paid
by the other party or parties to such proceeding, in such proportions as the
court shall deter-

                                      -32-






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<PAGE>

mine, unless the court determines, on the basis of all the facts and
circumstances, that the position of such other party or parties was
substantially justified or that other circumstances made an award of litigation
expenses unjust. For purposes of this Section 10.9, a party shall be deemed to
have prevailed in a legal proceeding if he substantially prevailed with respect
to the amount in controversy or the most significant issue or set of issues
actually litigated and decided.

         Section 10.10 Notices. All notices, requests, demands, claims, and
other communications hereunder will be in writing. Any notice, request, demand,
claim, or other communication hereunder shall be deemed duly given if (and then
two Business Days after) it is sent by registered or certified mail, return
receipt requested, postage prepaid, and addressed to the intended recipient as
set forth below:

         If to the Participant:        Mr. Sheldon L. Ginsberg
                                       969 East Broadway
                                       Woodmere, New York 11598

         With a copy to:               Mr. Steven Ginsberg
                                       162 Candlewick Lane
                                       Bridgewater, New Jersey 08807

         If to the Company:            Lazare Kaplan International Inc.
                                       529 Fifth Avenue
                                       New York, New York 10022
                                       Attn:  Administrative Committee

                                              of the Board of Directors

         With a copy to:               Warshaw Burstein Cohen
                                         Schlesinger & Kuh, LLP

                                       555 Fifth Avenue
                                       New York, New York 10017

                                       Attn:  Frederick R. Cummings, Esq.

         Executed as of the 1st day of June, 1997.

                                       LAZARE KAPLAN INTERNATIONAL INC.

                                       By:___________________________

                                      -33-






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                                                                      APPENDIX A

                                  ERISA RIGHTS

         The Regulations of the Department of Labor require that the following
information with respect to your rights under ERISA be annexed to this
instrument.

         As the sole participant in the Sheldon L. Ginsberg Retirement Benefit
Plan of Lazare Kaplan International Inc., you are entitled to certain rights and
protections under the Employee Retirement Income Security Act of 1974 ("ERISA").
ERISA provides that you shall be entitled to:

                  (i) Examine, without charge, at the Plan administrator's
         office and at other specified locations, all Plan documents, including
         any insurance contracts, and copies of all documents filed by the Plan
         with the U.S. Department of Labor, such as detailed annual reports and
         Plan descriptions.

                  (ii) Obtain copies of all Plan documents and other Plan
         information upon written request to the Plan administrator. The Plan
         administrator may make a reasonable charge for the copies.

                  (iii) Receive a summary of the Plan's annual financial report.
         The plan administrator is required by law to furnish you with a copy of
         this summary annual report.

                  (iv) Obtain a statement telling you whether you have a right
         to receive a retirement benefit at your normal retirement age (age 65)
         and, if so, what your benefits would be at normal retirement age if you
         stop working under the Plan now. If you do not have a right to a
         retirement benefit, the statement will tell you how many more years you
         have to work to get a right to a retirement benefit. This statement
         must be requested in writing and is not required to be given more than
         once a year. The Plan must provide the statement free of charge.

                  (v) File suit in a federal court, if any materials requested
         are not received within 30 days of your request, unless the materials
         were not sent






<PAGE>
<PAGE>



         because of matters upon the control of the administrator. The court may
         require the Plan administrator to pay up to $100 for each day's delay
         until the materials are received.

         In addition to creating rights for you, ERISA imposes obligations upon
the people who are responsible for the operation of the Plan.

         The people who operate your Plan, called "fiduciaries;" of the Plan,
have a duty to act prudently and in the interest of you and your beneficiaries.

         No one, including your employer or any other person, may fire you or
otherwise discriminate against you in any way to prevent you from obtaining a
retirement benefit or exercising your rights under ERISA.

         If your claim for a retirement benefit is denied in whole or in part,
you must receive a written explanation of the reason for the denial. You have
the right to have the Plan review and reconsider your claim.

         If you have a claim for benefits which is denied or ignored, in whole
or in part, you may file suit in a state or federal court. If it should happen
that Plan fiduciaries misuse the Plan's money, or if you are discriminated
against for asserting your rights, you may seek assistance from the U.S.
Department of Labor, or you may file suit in a federal court. The court will
decide who should pay court costs and legal fees.

         If you are successful, the court may order the person you have sued to
pay these costs and fees. If you lose, the court may order you to pay these
costs and fees, for example, if it finds your claim is frivolous.

         If you have any questions about your Plan, you should contract the Plan
administrator.

         If you have any questions about this statement or about your rights
under ERISA, you should contact the nearest area office of the United States
Labor - Management Services Administration, Department of Labor.






<PAGE>
<PAGE>


                                                                      APPENDIX B

                                OTHER INFORMATION

PLAN NAME:                         Sheldon L. Ginsberg Retirement
                                   Benefit Plan of Lazare Kaplan
                                   International Inc.

PLAN SPONSOR:                      Lazare Kaplan International Inc.
                                   529 Fifth Avenue
                                   New York, New York 10022

EMPLOYER IDENTIFICATION
 NUMBER:

TYPE OF PLAN:                      Pension Plan

PLAN IDENTIFICATION
 NUMBER:

PLAN ADMINISTRATOR:                The Plan is administered by the
                                   Administrative Committee of the
                                   Board of Directors which maintains
                                   an office at:

                                   Lazare Kaplan International Inc.
                                   529 Fifth Avenue
                                   New York, NY 10022

AGENT FOR SERVICE
 OF LEGAL PROCESS:








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