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                                                                   EXHIBIT 10.10


[Date]



Mr. __________________
Bush Boake Allen Inc.
7 Mercedes Drive
Montvale, NJ  07645

Dear ________________:

Bush Boake Allen Inc. (the "Company") considers it essential to the best
interests of its stockholders to foster the continuous employment of key
management personnel. In this connection, the Board of Directors of the Company
(the "Board") recognizes that, as is the case with many publicly held
corporations, the possibility of a change in control of the Company or its
majority stockholder, Union Camp Corporation ("Union Camp"), may exist and that
such possibility, and the uncertainty and questions which it may raise among
management, may result in the departure or distraction of management personnel
to the detriment of the Company and its stockholders.

The Board has determined that appropriate steps should be taken to reinforce and
encourage the continued attention and dedication of members of the Company's
management, including yourself, to their assigned duties without distraction in
the face of potentially disturbing circumstances arising from the possibility of
a change in control of the Company or Union Camp.

In order to induce you to remain in the employ of the Company, the Company
agrees that you shall receive the severance benefits set forth in this letter
agreement (the "Agreement") in the event your employment with the Company is
terminated under the circumstances described below subsequent to a "change in
control of the Company or Union Camp", as described in Section 2 below.

1 .      Term of Agreement. This Agreement shall commence on December 2, 1996,
         and shall continue in effect until the date specified in a written
         notice of termination of this Agreement given not less than 30 months
         prior to such date; provided that if a change in control of the
         Company and/or Union Camp occurs prior to the date of termination of
         this Agreement, but subsequent to such written notice of termination,
         this Agreement shall continue in effect for 30 months after the date
         such change in control occurs (or, in the event any other changes in
         control occur during such new 30 month period, then




 
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         for 30 months after the date(s) of such subsequent changes(s) in
         control), notwithstanding that notice of termination of this Agreement
         has previously been given. The foregoing notwithstanding, this
         Agreement is subject to earlier termination as provided in Subsection
         3(ii).

2.       Change in Control. No benefits shall be payable hereunder unless there
         shall have been a change in control of the Company or Union Camp, as
         set forth below. For purposes of this Agreement, a change in control of
         the Company or Union Camp shall include either a "change in control of
         the Company" or a "change in control of Union Camp" (as each is
         hereafter defined) or both.

   I.    For purposes of this Agreement, a "change in control of the Company"
         shall be deemed to have occurred upon the occurrence of one of the
         following events:

         (i)      "any person," as such term is used in Sections 13(d) and 14(d)
                  of the Securities Exchange Act of 1934, as amended (the
                  "Exchange Act") (other than the Company, any employee benefit
                  plan sponsored by the Company, any trustee or other fiduciary
                  holding securities under an employee benefit plan of the
                  Company, or any corporation owned, directly or indirectly, by
                  the stockholders of the Company in substantially the same
                  proportions as their ownership of stock of the Company, or
                  Union Camp or any subsidiary of Union Camp in which Union
                  Camp's ownership is greater than 50% of the combined voting
                  power of such subsidiary's then outstanding securities
                  eligible to vote for the election of its board of directors (a
                  "Union Camp Subsidiary")), is or becomes (other than pursuant
                  to a transaction which is deemed to be a "Non-Qualifying
                  Transaction" under Subsection 2.I.(iii)) the "beneficial
                  owner" (as defined in Rule 13d-3 under the Exchange Act),
                  directly or indirectly, of securities of the Company
                  representing 50% or more of the combined voting power of the
                  Company's then outstanding securities eligible to vote for the
                  election of the Board of Directors of the Company (the
                  "Company Voting Securities");

         (ii)     individuals who, on December 1, 1996, constitute the Board
                  (the "Incumbent Directors") cease for any reason to constitute
                  at least a majority of the Board, provided that any person
                  becoming a director subsequent to December 1, 1996, whose
                  election or nomination for election was approved by a vote of
                  at least two-thirds of the Incumbent Directors then on the
                  Board (either by a specific vote or by approval of the proxy
                  statement of the Company in which such person is named as a
                  nominee for director, without written objection to such
                  nomination) shall be an Incumbent Director; provided, however,
                  that no individual initially elected or nominated as a
                  director of the Company as a result of an actual or threatened
                  election contest with respect to directors (including without
                  limitation in order to settle any such contest) or any other



 
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                  actual or threatened solicitation of proxies by or on behalf
                  of any person other than the Board shall be an Incumbent
                  Director;

         (iii)    the consummation of a merger, consolidation, statutory share
                  exchange or similar form of corporate transaction involving
                  the Company or any of its subsidiaries that requires the
                  approval of the Company's stockholders, whether for such
                  transaction or the issuance of securities in the transaction
                  (a "Business Combination"), unless immediately following such
                  Business Combination: (A) more than 50% of the total voting
                  power of (x) the corporation resulting from such Business
                  Combination (the "Surviving Corporation"), or (y) if
                  applicable, the ultimate parent corporation that directly or
                  indirectly has beneficial ownership of 100% of the voting
                  securities eligible to elect directors of the Surviving
                  Corporation (the "Parent Corporation"), is represented by
                  Company Voting Securities that were outstanding immediately
                  prior to such Business Combination (or, if applicable, shares
                  into which such Company Voting Securities were converted
                  pursuant to such Business Combination), (B) no person (other
                  than Union Camp, any Union Camp Subsidiary, any employee
                  benefit plan sponsored or maintained by the Surviving
                  Corporation or the Parent Corporation) is or becomes the
                  beneficial owner, directly or indirectly, of 25 % or more of
                  the total voting power of the outstanding voting securities
                  eligible to elect directors of the Parent Corporation (or, if
                  there is no Parent Corporation, the Surviving Corporation) and
                  (C) at least a majority of the members of the board of
                  directors of the Parent Corporation (or, if there is no Parent
                  Corporation, the Surviving Corporation) following the
                  consummation of the Business Combination were Incumbent
                  Directors at the time of the Board's approval of the execution
                  of the initial agreement providing for such Business
                  Combination (any Business Combination which satisfies all of
                  the criteria specified in (A), (B) and (C) above shall be
                  deemed to be a "Non-Qualifying Transaction"); or

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

   II.   For purposes of this Agreement, a "change in control of Union Camp"
         shall be deemed to have occurred upon the occurrence of one of the
         following events when, immediately prior thereto, Union Camp is the
         beneficial owner, directly or indirectly, of securities of the Company
         representing 50% or more of the combined voting power of the Company
         Voting Securities:

         (i)      any person (other than Union Camp, any employee benefit plan
                  sponsored by Union Camp, any trustee or other fiduciary
                  holding securities under an employee benefit plan of Union
                  Camp, or any corporation owned, directly or



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                  indirectly, by the stockholders of Union Camp in substantially
                  the same proportions as their ownership of stock of Union
                  Camp), is or becomes (other than pursuant to a transaction
                  which is deemed to be a UC-Involved Non-Qualifying Transaction
                  under Subsection 2. II.(iii)) the beneficial owner, directly
                  or indirectly, of securities of Union Camp representing 50% or
                  more of the combined voting power of Union Camp's then
                  outstanding securities eligible to vote for the election of
                  the Board of Directors of Union Camp (the "UC Voting
                  Securities");

           (ii)   individuals who, on October 29, 1996, constitute the Board of
                  Directors of Union Camp (the "Incumbent UC Directors") cease
                  for any reason to constitute at least a majority of the Board
                  of Directors of Union Camp, provided that any person becoming
                  a director subsequent to October 29, 1996, whose election or
                  nomination for election was approved by a vote of at least
                  two-thirds of the Incumbent UC Directors then on the Board of
                  Directors of Union Camp (either by a specific vote or by
                  approval of the proxy statement of Union Camp in which such
                  person is named as a nominee for director, without written
                  objection to such nomination) shall be an Incumbent UC
                  Director; provided, however, that no individual initially
                  elected or nominated as a director of Union Camp as a result
                  of an actual or threatened election contest with respect to
                  directors (including without limitation in order to settle any
                  such contest) or any other actual or threatened solicitation
                  of proxies by or on behalf of any person other than the Board
                  of Directors of Union Camp shall be an incumbent UC Director;

         (iii)    the consummation of a merger, consolidation, statutory share
                  exchange or similar form of corporate transaction involving
                  Union Camp or any of its subsidiaries that requires the
                  approval of Union Camp's stockholders, whether for such
                  transaction or the issuance of securities in the transaction
                  (a "UC-Involved Business Combination"), unless immediately
                  following such UC-Involved Business Combination: (A) more than
                  50% of the total voting power of (x) the corporation resulting
                  from such UC-Involved Business Combination (the "UC-Involved
                  Surviving Corporation"), or (y) if applicable, the ultimate
                  parent corporation that directly or indirectly has beneficial
                  ownership of 100% of the voting securities eligible to elect
                  directors of the UC-Involved Surviving Corporation (the
                  "UC-Involved Parent Corporation"), is represented by UC Voting
                  Securities that were outstanding immediately prior to such
                  UC-Involved Business Combination (or, if applicable, shares
                  into which such UC Voting Securities were converted pursuant
                  to such UC-Involved Business Combination), (B) no person
                  (other than any employee benefit plan sponsored or maintained
                  by the UC-Involved Surviving Corporation or the UC-Involved
                  Parent Corporation) is or becomes the beneficial owner,
                  directly or indirectly, of 25% or more of the total voting
                  power of the outstanding voting securities




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                  eligible to elect directors of the UC-Involved Parent
                  Corporation (or, if there is no UC-Involved Parent
                  Corporation, the UC-Involved Surviving Corporation) and (C) at
                  least a majority of the members of the board of directors of
                  the UC-Involved Parent Corporation (or, if there is no
                  UC-Involved Parent Corporation, the UC-Involved Surviving
                  Corporation) following the consummation of the UC-Involved
                  Business Combination were Incumbent UC Directors at the time
                  of the Board of Directors of Union Camp's approval of the
                  execution of the initial agreement providing for such
                  UC-Involved Business Combination (any UC-Involved Business
                  Combination which satisfies all of the criteria specified in
                  (A), (B) and (C) above shall be deemed to be a "UC-Involved
                  Non-Qualifying Transaction"); or

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

Anything in this Agreement to the contrary notwithstanding, a change in control
of the Company or Union Camp shall be deemed not to have occurred with respect
to you if you participate as an investor in the acquiring entity (which shall
include the Parent Corporation or the UC-Involved Parent Corporation, when
applicable) in any such change in control transaction unless such acquiring
entity is a publicly-traded corporation and your interest in such acquiring
entity immediately prior to the acquisition constitutes less than one percent (1
%) of both (1) the combined voting power of such entity's outstanding securities
and (2) the aggregate fair market value of such entity's outstanding equity
securities. For this purpose your interest in any equity securities shall
include any such interest of which you are a beneficial owner.

3.      Termination Following Change in Control.

        (i)       General. If any of the events described in Section 2
                  constituting a change in control of the Company or Union Camp
                  shall have occurred, you shall be entitled to the benefits
                  provided in Subsection 4(iii) upon the subsequent termination
                  of your employment during the term of this Agreement unless
                  such termination is (a) because of your death, (b) by the
                  Company for Cause, or (c) by you other than for Good Reason.
                  Except as set forth below, in the event your employment with
                  the Company is terminated for any reason and subsequently a
                  change in control of the Company or Union Camp shall have
                  occurred, you shall not be entitled to any benefits hereunder.
                  Notwithstanding anything in this Agreement to the contrary, if
                  (i) your employment terminates prior to a change in control of
                  the Company or Union Camp under circumstances that would have
                  entitled you to the benefits under Subsection 4 (iii) if they
                  had occurred following a change in control of the Company or
                  Union Camp; (ii) you reasonably demonstrate that such
                  termination of



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                  employment (or Good Reason event leading to your termination)
                  was at the request or suggestion of a third party who had
                  indicated an intention or taken steps reasonably calculated to
                  effect a change in control of the Company or Union Camp; and
                  (iii) a change in control of the Company or Union Camp
                  involving such third party (or a party competing with such
                  third party to effectuate a change in control) does occur,
                  then for purposes of this Agreement the date immediately prior
                  to the date of your termination of employment shall be deemed
                  to be the date of a change in control of the Company or Union
                  Camp. If a termination of your employment occurs pursuant to
                  the circumstances described in the immediately preceding
                  sentence, then for purposes of determining the timing of
                  payments and benefits to you under Section 4, the date of the
                  actual change in control of the Company or Union Camp shall be
                  treated as your Date of Termination under Subsection 3(vi).

         (ii)     Disability. Notwithstanding anything in this Agreement to the
                  contrary, if, as a result of your incapacity due to physical
                  or mental condition or illness, you shall have been absent
                  from the full-time performance of your duties with the Company
                  for six (6) consecutive months and such period of absence
                  commenced prior to a change in control of the Company or Union
                  Camp, the Company may give you at least thirty (30) days prior
                  written notice of termination of this Agreement and if you
                  shall not have returned to the full-time performance of your
                  duties by the date of termination specified in such notice,
                  this Agreement shall terminate on such date and no benefit
                  shall be payable hereunder.

         (iii)    Cause. Termination by the Company of your employment for
                  "Cause" shall mean termination (a) upon the willful and
                  continued failure by you to substantially perform your duties
                  with the Company (other than any such failure resulting from
                  your incapacity due to physical or mental condition or illness
                  or any such actual or anticipated failure after the issuance
                  of a Notice of Termination by you for Good Reason), after a
                  written demand for substantial performance is delivered to you
                  by the Board, which demand specifically identifies the manner
                  in which the Board believes that you have not substantially
                  performed your duties, or (b) the willful engaging by you in
                  conduct which is demonstrably and materially injurious to the
                  Company, monetarily or otherwise. For purposes of this
                  Subsection, no act, or failure to act, on your part shall be
                  deemed "willful" unless done, or omitted to be done, by you
                  not in good faith and without reasonable belief that your
                  action or omission was in the best interest of the Company.
                  Notwithstanding the foregoing, you shall not be deemed to have
                  been terminated for Cause unless and until there shall have
                  been delivered to you a copy of a resolution duly adopted by
                  the affirmative vote of not less than three-quarters (3/4) of
                  the entire membership of the Board at a meeting of the Board
                  (after reasonable



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                  notice to you and an opportunity for you, together with your
                  counsel, to be heard before the Board), finding that in the
                  good faith opinion of the Board you were guilty of conduct set
                  forth above in this Subsection and specifying the particulars
                  thereof in detail.


         (iv)     Good Reason. You shall be entitled to terminate your
                  employment for Good Reason. For purposes of this Agreement,
                  "Good Reason" shall mean, without your express written
                  consent, the occurrence after a change in control of the
                  Company or Union Camp (or as provided in Subsection 3(i),
                  prior to a change in control of the Company or Union Camp) of
                  any of the following circumstances unless, in the case of
                  paragraphs (a), (e), (f) or (g), such circumstances are fully
                  corrected prior to the Date of Termination specified in the
                  Notice of Termination given in respect thereof:

                  (a)   the assignment to you of any duties inconsistent with
                        the position in the Company that you held immediately
                        prior to the change in control of the Company or Union
                        Camp (other than in the nature of a promotion), or a
                        diminution in your duties, responsibilities, employment
                        status or authority as compared to your duties,
                        responsibilities, employment status or authority in
                        effect immediately prior to such change in control;

                  (b)   a reduction by the Company in your annual base salary as
                        in effect on the date hereof or as the same may be
                        increased from time to time except for across-the-board
                        salary reductions similarly affecting all management
                        personnel of the Company and all management personnel of
                        any person in control of the Company;

                  (c)   the relocation of the Company's offices at which you are
                        principally employed immediately prior to the date of
                        the change in control of the Company or Union Camp to a
                        location more than twenty-five (25) miles from such
                        location, or the Company's requiring you to be based
                        anywhere other than the Company's offices at such
                        location except for required travel on the Company's
                        business to an extent substantially similar to your
                        business travel obligations immediately prior to the
                        change in control;

                  (d)   the failure by the Company to pay to you any portion of
                        your current compensation or to pay to you any portion
                        of an installment of deferred compensation under any
                        deferred compensation program of the Company within
                        seven (7) days of the date such compensation is due;




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                  (e)   the failure by the Company to continue to provide
                        substantially the same compensation plans in which you
                        participated immediately prior to the change in control
                        of the Company or Union Camp, including without
                        limitation as of the date hereof, a savings and
                        investment plan, a stock option and stock award plan,
                        and an annual incentive compensation plan, unless an
                        equitable arrangement (embodied in an ongoing substitute
                        or alternative plan) has been made with respect to each
                        such plan, or the failure by the Company to continue
                        your participation therein (or in any such substitute or
                        alternative plan) on a basis not materially less
                        favorable, both in terms of the amount of benefits
                        provided and the level of your participation relative to
                        other participants, than that which existed at the time
                        of the change in control of the Company or Union Camp;

                  (f)   the failure by the Company to continue to provide you
                        with benefits and coverage substantially similar to
                        those provided to you under any of the Company's
                        pension, life insurance, medical, accident, or
                        disability plans in which you were participating at the
                        time of the change in control of the Company or Union
                        Camp, the taking of any action by the Company which
                        would directly or indirectly materially reduce any of
                        such benefits or the failure by the Company to provide
                        you with the number of paid vacation days to which you
                        are entitled on the basis of years of service with the
                        Company in accordance with the Company's vacation policy
                        for salaried employees in effect at the time of the
                        change in control of the Company or Union Camp; or

                  (g)   any purported termination of your employment that is not
                        effected pursuant to a Notice of Termination satisfying
                        the requirements of Subsection (3)(v) (and, if
                        applicable, the requirements of Subsection (3)(iii)),
                        which purported termination shall not be effective for
                        purposes of this Agreement.

                  Your right to terminate your employment pursuant to this
                  Subsection 3(iv) shall not be affected by your incapacity due
                  to physical or mental condition or illness. Your continued
                  employment shall not constitute consent to, or a waiver of
                  rights with respect to, any circumstance constituting Good
                  Reason hereunder.

         (v)      Notice of Termination. Any purported termination of your
                  employment by the Company or by you after a change in control
                  of the Company or Union Camp shall be communicated by written
                  Notice of Termination to the other party hereto in accordance
                  with Section 6. "Notice of Termination" shall mean a notice
                  that shall indicate the specific termination provision in this
                  Agreement


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                  relied upon and shall set forth in reasonable detail the facts
                  and circumstances claimed to provide a basis for termination
                  of your employment under the provision so indicated.

         (vi)     Date of Termination, Etc, "Date of Termination" shall mean if
                  your employment is terminated pursuant to Subsections (3)(iii)
                  or (3)(iv) hereof or for any other reason, the date specified
                  in the Notice of Termination (which, in the case of a
                  termination for Cause shall not be less than thirty (30) days
                  from the date such Notice of Termination is given, and in the
                  case of a termination for Good Reason shall not be less than
                  fifteen (15) nor more than sixty (60) days from the date such
                  Notice of Termination is given (provided, that no advance
                  notice is required in the case of a termination of employment
                  for Good Reason as a result of events occurring prior to a
                  change in control of the Company or Union Camp)); provided,
                  however, that if prior to the Date of Termination (as
                  determined without regard to this provision), the party
                  receiving such Notice of Termination notifies the other party
                  that a dispute exists concerning the termination under the
                  terms of this Agreement, then the Date of Termination shall be
                  the date on which the dispute is finally resolved (provided,
                  that, notwithstanding when the dispute is finally resolved,
                  your Date of Termination shall be deemed to occur for purposes
                  of Section 4 during the term of this Agreement), either by
                  mutual written agreement of the parties, by a binding
                  arbitration award, or by a final judgment, order or decree of
                  a court of competent jurisdiction (which is not appealable or
                  with respect to which the time for appeal therefrom has
                  expired and no appeal has been perfected); and provided,
                  further, that the Date of Termination shall be extended by a
                  notice of dispute only if such notice is given in good faith
                  and the party giving such notice pursues the resolution of
                  such dispute with reasonable diligence. Any such notice of
                  dispute must be in writing and delivered or mailed to the
                  other party, and such notice shall set forth the specific
                  reasons for the dispute. You shall have the right to appeal to
                  the Board or its delegate in writing any notice of dispute
                  given by the Company within sixty (60) days of your receipt
                  thereof. Within sixty (60) days thereafter, you shall be given
                  a written decision of your appeal from the Board or its
                  delegate, which decision shall clearly set forth the specific
                  reasons for the decision, including specific references to
                  pertinent provisions of this Agreement. If you dispute the
                  decision, such dispute shall be resolved by arbitration as
                  provided in Section 10 hereof. Notwithstanding the pendency of
                  any such dispute, the Company will continue to pay you your
                  full compensation in effect immediately prior to when the
                  Notice of Termination giving rise to the dispute was given
                  (including, but not limited to, base salary) and continue you
                  as a participant in all compensation, benefit and insurance
                  plans in or by which you were participating or were covered
                  immediately prior to when the Notice of Termination giving
                  rise to the dispute was given, until







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                  the dispute is finally resolved in accordance with this
                  Subsection. Amounts paid under this Subsection are in
                  addition to all other amounts due under this Agreement, and
                  shall not be offset against or reduce any other amounts due
                  under this Agreement. No amount payable hereunder shall be
                  reduced by any compensation earned by you as the result of
                  employment by another employer. This Subsection 3(vi) shall
                  not apply to any termination of your employment prior to a
                  change in control of the Company or Union Camp as described in
                  Subsection 3(i).

4.      Compensation Upon Termination or During Disability. Following a change
        in control of the Company or Union Camp, you shall be entitled to the
        following benefits during a period of disability, or upon termination of
        your employment, as the case may be, provided that such period commences
        or termination occurs during the term of this Agreement:

        (i)       During any period that you fail to perform your full-time
                  duties with the Company as a result of incapacity due to
                  physical or mental condition or illness, you shall receive all
                  compensation payable to you under the Company's disability
                  plan or program or other similar plan during such period. In
                  the event your employment is terminated by reason of your
                  death, your benefits shall be determined under the Company's
                  retirement, insurance and other compensation plans then in
                  effect in accordance with the terms of such plans.

         (ii)     Except as otherwise provided in Subsection 3(vi), if
                  applicable, if your employment shall be terminated by the
                  Company for Cause or by you other than for Good Reason, the
                  Company shall pay you your full base salary through the Date
                  of Termination at the rate in effect at the time Notice of
                  Termination is given, plus all other amounts to which you are
                  entitled under any compensation or benefit plan of the Company
                  at the time such payments are due, and the Company shall have
                  no further obligations to you under this Agreement.

         (iii)    If your employment by the Company is terminated by the Company
                  other than for Cause or if you terminate your employment for
                  Good Reason, you shall be entitled to the benefits provided
                  below:

                  (a)   the Company shall pay to you (i) your full base salary
                        through the Date of Termination at the rate in effect at
                        the time Notice of Termination is given and the value of
                        your accrued and "banked" vacation as of the Date of
                        Termination, no later than the fifth day following the
                        Date of Termination, (ii) any outstanding amounts due
                        and owing to you as of the Date of Termination under any
                        compensation or benefit plan or





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                        policy of the Company (or any successor, substitute or
                        additional plans), no later than the fifth day following
                        the Date of Termination (or, if later, such date by
                        which such amounts may reasonably be calculated), plus
                        all other amounts to which you are entitled under any
                        compensation or benefit plan or policy of the Company,
                        at the time such payments are due, and (iii) if such
                        termination of employment occurs during the remainder of
                        the calendar year in which the change in control of the
                        Company or Union Camp occurs, no later than the fifth
                        day following the Date of Termination, a pro rata annual
                        target award (payable in cash) under the BBA Incentive
                        Scheme (or any successor plans thereto), to the extent
                        you are a participant in such plans immediately prior to
                        the date of the change in control (and such pro rata
                        payment is not made thereunder). Such pro rata payments
                        shall be equal to the product(s) of (i) the quotient
                        resulting from dividing the number of days you were
                        employed during such year through the Date of
                        Termination by three hundred and sixty-five (365) and
                        (ii) your annual target incentive under the BBA
                        Incentive Scheme (or any successor plans thereto) for
                        such year;

                  (b)   in lieu of any further salary and bonus payments to you
                        for periods subsequent to the Date of Termination and in
                        lieu of other severance benefits, the Company shall pay
                        as severance pay to you, at the time specified in
                        Subsection 4(v), a lump sum severance payment, in cash,
                        equal to (i) 250% of the greater of (A) your annual rate
                        of base salary in effect immediately prior to the Date
                        of Termination and (B) your annual rate of base salary
                        in effect immediately prior to the change in control of
                        the Company or Union Camp, plus (ii) 250% of the greater
                        of (x) the amount of your annual target incentive in
                        effect immediately prior to the date on which the change
                        in control occurs and (y) your annual target incentive
                        with respect to the year in which the Date of
                        Termination occurs;

                  (c)   the Company shall pay to you all legal fees and expenses
                        incurred by you in connection with the interpretation or
                        enforcement of this Agreement (including all such fees
                        and expenses, if any, incurred in contesting or
                        disputing any termination hereunder or in seeking to
                        obtain or enforce any right or benefit provided by this
                        Agreement or in connection with any tax audit or
                        proceeding to the extent attributable to the application
                        of section 4999 of the Internal Revenue Code of 1986, as
                        amended (the "Code"), to any payment or benefit provided
                        hereunder);




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                  (d)   for a thirty (30) month period after such termination,
                        the Company shall arrange to provide you with life,
                        disability, accident and health insurance benefits
                        equivalent to those which you were receiving immediately
                        prior to the Notice of Termination (provided, that, any
                        reduction of benefits which constituted a basis for your
                        termination of employment for Good Reason pursuant to
                        Subsection 3(iv) shall not be taken into account for
                        purposes of determining your continued benefits under
                        this Subsection 4(iii)(d)). Notwithstanding the
                        foregoing, the Company shall not provide a benefit
                        otherwise receivable by you pursuant to this paragraph
                        (d) during any period in which an equivalent benefit is
                        actually provided to you during the thirty (30) month
                        period following your termination, and you must report
                        to the Company any such benefit actually received by
                        you; and

                  (e)   notwithstanding any election you may have made under any
                        of the applicable plans, and any provisions to the
                        contrary in any such plans, the Company shall pay to
                        you, at the time specified in Subsection 4(v), a lump
                        sum amount, in cash, equal to the sum of (i) all amounts
                        credited to your book account described in Article V,
                        Section 3 of the Supplemental Retirement Plan of Bush
                        Boake Allen Inc. (the "ERISA Excess Plan"), and (ii) the
                        actuarial equivalent of the supplemental pension benefit
                        (determined as a straight life annuity commencing at the
                        greater of age sixty-two (62) or your age at the Date of
                        Termination) that you have accrued under Article IV,
                        Section 1 of the ERISA Excess Plan as of the Date of
                        Termination (for this purpose, "actuarial equivalent"
                        shall be determined using the same assumptions utilized
                        under the Pension Plan for Eligible Employees of Bush
                        Boake Allen Inc. immediately prior to the change in
                        control).

                  Notwithstanding anything in this Agreement to the contrary, if
                  you are over age sixty-two and one-half (62 1/2) years as of
                  your Date of Termination, (i) the 250% multiplier set forth in
                  paragraph (b) above to determine your severance benefit shall
                  be reduced by 8.33 % for each full month that your age is in
                  excess of sixty-two and one-half (62 1/2) years as of your
                  Date of Termination and (ii) your continued benefits pursuant
                  to paragraph (d) above shall cease at age sixty-five (65).

         (iv)     Notwithstanding anything in this Agreement to the contrary, in
                  the event it shall be determined that any payment, award,
                  benefit or distribution (or any acceleration of any payment,
                  award, benefit or distribution) by the Company (or any of its
                  affiliated entities) or any entity which effectuates a change
                  in control of the Company (or any of its affiliated entities)
                  to or for your benefit (whether pursuant to the terms of this
                  Agreement or otherwise, but excluding



                                      -12-



 
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                  any Gross-Up Payments (as defined below)) (the "Payments"),
                  would be subject to the excise tax imposed by section 4999 of
                  the Code (the "Excise Tax"), then the Company shall pay to you
                  an additional payment (a "Gross-Up Payment") in an amount such
                  that after payment by you of all taxes (including any Excise
                  Tax) imposed upon the Gross-Up Payment, you retain an amount
                  of the Gross-Up Payment equal to the Excise Tax imposed upon
                  the Payments. For purposes of determining the amount of the
                  Gross-Up Payment, you shall be deemed to (i) pay federal
                  income taxes at the highest marginal rates of federal income
                  taxation for the calendar year in which the Gross-Up Payment
                  is to be made and (ii) pay applicable state and local income
                  taxes at the highest marginal rate of taxation for the
                  calendar year in which the Gross-Up Payment is to be made, net
                  of the maximum reduction in federal income taxes could be
                  obtained from deduction of such state and local taxes. In the
                  event that the Excise Tax is subsequently determined (by a
                  final determination by a court or an Internal Revenue Service
                  proceeding which has been finally and conclusively resolved or
                  by mutual agreement of the parties hereto) to be less than the
                  amount taken into account hereunder at the time of termination
                  of your employment, you shall repay to the Company at the time
                  that the amount of such reduction in Excise Tax is finally
                  determined the portion of the Gross-Up Payment which would not
                  have been paid to you had the Gross-Up Payment calculation
                  been based upon such reduced Excise Tax, plus interest on the
                  amount of such repayment at the rate provided in section
                  1274(b)(2)(B) of the Code. In the event that the Excise Tax is
                  determined to exceed the amount taken into account hereunder
                  at the time of the termination of your employment (including
                  by reason of any payment the existence or amount of which
                  cannot be determined at the time of the Gross-Up Payment), the
                  Company shall make an additional Gross-Up Payment in respect
                  of such excess (plus interest payable at the rate provided in
                  section 1274(b)(2)(B) of the Code with respect to such excess)
                  at the time that the amount of such excess is finally
                  determined. Notwithstanding the foregoing provisions of this
                  Subsection 4(iv), if it shall be determined that you are
                  entitled to a Gross-Up Payment, but that the Payments would
                  not be subject to the Excise Tax if the Payments were reduced
                  by an amount that is less than 10% of the portion of the
                  Payments that would be treated as "parachute payments" under
                  Section 28OG of the Code, then the amounts payable to you
                  under this Agreement shall be reduced (but not below zero) to
                  the maximum amount that could be paid to you without giving
                  rise to the Excise Tax (the "Safe Harbor Cap"), and no
                  Gross-Up Payment shall be made to you. The reduction of the
                  amounts payable hereunder, if applicable, shall be made by
                  reducing first the payments under Section 4(iii)(b), unless an
                  alternative method of reduction is elected by you. For
                  purposes of reducing the Payments to the Safe Harbor Cap, only
                  amounts payable under this Agreement (and no other Payments)
                  shall be reduced. If the reduction of the amounts payable
                  hereunder would not result in



                                      -13-



 
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<PAGE>

                  a reduction of the Payments to the Safe Harbor Cap, no amounts
                  payable under this Agreement shall be reduced pursuant to this
                  provision.

         (v)      The payments provided for in Subsections 4(iii)(b), 4(iii)(e)
                  and 4(iv) hereof shall be made not later than the thirtieth
                  day following the Date of Termination; provided, however, that
                  if the amounts of such payments cannot be finally determined
                  on or before such day, the Company shall pay to you on such
                  day an estimate, as determined in good faith by the Company,
                  of the minimum amount of such payments and shall pay the
                  remainder of such payments (together with interest at the rate
                  provided in section 1274(b)(2)(B) of the Code) as soon as the
                  amount thereof can be determined. In the event that the amount
                  of the estimated payments exceeds the amount subsequently
                  determined to have been due, such excess shall constitute a
                  loan by the Company to you, payable on the fifth day after
                  demand by the Company (together with interest at the rate
                  provided in section 1274(b)(2)(B) of the Code). All
                  determinations required to be made under Subsection 4(iv),
                  including whether and when a Gross-Up Payment is required, the
                  amount of such Gross-Up Payment, the reduction of the Payments
                  to the Safe Harbor Cap and the assumptions to be utilized in
                  arriving at such determinations, shall be made by the public
                  accounting firm that is retained by the Company as of the date
                  immediately prior to the change in control of the Company or
                  Union Camp (the "Accounting Firm") which shall provide for
                  review detailed supporting calculations both to the Company
                  and you within fifteen (15) business days following the
                  receipt of notice from the Company or you that a Notice of
                  Termination has been provided under this Agreement, or such
                  earlier time as is requested by the Company (collectively, the
                  "Determination"). In the event that the Accounting Firm is
                  serving as accountant or auditor for the individual, entity or
                  group effecting the change in control (or does not undertake
                  to provide the Determination), the Company shall appoint
                  another "big six" public accounting firm to make the
                  Determinations required hereunder (which accounting firm shall
                  then be referred to as the Accounting Firm hereunder). All
                  fees and expenses of the Accounting Firm incurred with respect
                  to the Determination shall be borne solely by the Company and
                  the Company shall enter into any agreement requested by the
                  Accounting Firm in connection with the performance of the
                  services hereunder.

         (vi)     Except as provided in Subsection 4(iii)(d), you shall not be
                  required to mitigate the amount of any payment provided for in
                  this Section 4 by seeking other employment or otherwise, nor
                  shall the amount of any payment or benefit provided for in
                  this Section 4 be reduced by any compensation earned by you as
                  the result of employment by another employer, by retirement
                  benefits, by offset against any amount claimed to be owned by
                  you to the Company, or otherwise.





                                      -14-




 
<PAGE>

<PAGE>

5.      Successors; Binding Agreement.

        (i)       The Company will require any successor (whether direct or
                  indirect, by purchase, merger, consolidation or otherwise) to
                  all or substantially all of the business and/or assets of the
                  Company to expressly assume and agree to perform this
                  Agreement in the same manner and to the same extent that the
                  Company would be required to perform it if no such succession
                  had taken place. Failure of the Company to obtain such
                  assumption and agreement prior to the effectiveness of any
                  such succession which constitutes a change in control of the
                  Company shall be a breach of this Agreement and shall entitle
                  you to compensation and benefits from the Company in the same
                  amount and on the same terms to which you would be entitled
                  hereunder if you terminate your employment for Good Reason
                  following a change in control of the Company, except that for
                  purposes of implementing the foregoing, the date on which any
                  such succession becomes effective shall be deemed the Date of
                  Termination. As used in this Agreement, "Company" and "Union
                  Camp" shall mean the Company and Union Camp, respectively, as
                  each is hereinbefore defined, and any successors to their
                  respective businesses and/or assets as aforesaid, or
                  otherwise.

         (ii)     This Agreement is personal to you and shall not be assigned by
                  you (other than as a result of your death), except that any
                  rights that shall have accrued prior to your death shall inure
                  to the benefit of and be enforceable by you and your personal
                  or legal representatives, executors, administrators,
                  successors, heirs, distributees, devisees and legatees, to the
                  extent any such persons succeed to your interests hereunder
                  from time to time. If you should die while any amount would
                  still be payable to you hereunder had you continued to live,
                  all such amounts, unless otherwise provided herein, shall be
                  paid in accordance with the terms of this Agreement to such
                  person or persons appointed in writing by you (provided you
                  have delivered a copy of such appointment to the Company) or,
                  if no such person is appointed, to your estate.

6.      Notice. For purposes of this Agreement, notices and all other
        communications provided for in this Agreement shall be in writing and
        shall be deemed to have been duly given when delivered or mailed by
        United States certified or registered mail, return receipt requested or
        by reputable overnight courier, postage prepaid, addressed to the
        respective addresses set forth on the first page of this Agreement,
        provided that



                                      -15-




 
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<PAGE>



        all notice to the Company shall be directed to the attention of the
        Board with a copy to the Secretary of the Company, or to such other
        address as either party may have furnished to the other in writing in
        accordance herewith, except that notice of change of address shall be
        effective only upon receipt. Notwithstanding the foregoing, any notice
        actually received by the other party shall be deemed to have been duly
        given.

7.      Miscellaneous. No provision of this Agreement may be modified, waived or
        discharged unless such waiver, modification or discharge is agreed to in
        writing and signed by you and a duly authorized officer of the Company.
        No waiver by either party hereto at any time of any breach by the other
        party hereto of any condition or provision of this Agreement to be
        performed by such other party shall be deemed a waiver of similar or
        dissimilar provisions or conditions at the same or at any prior or
        subsequent time. Similarly, no such waiver of compliance with any
        condition or provision of this Agreement shall be deemed a waiver of
        similar or dissimilar provisions or conditions at the same or at any
        prior or subsequent time. No agreements or representations, oral or
        otherwise, express or implied, with respect to the subject matter hereof
        have been made by either party which are not expressly set forth in this
        Agreement. The validity, interpretation, construction and performance of
        this Agreement shall be governed by the laws of the State of New Jersey
        without regard to its conflicts of law principles. All references to
        sections of the Exchange Act, the Code or the ERISA Excess Plan shall be
        deemed also to refer to any successor provisions to such sections. Any
        payments provided for hereunder shall be paid net of any applicable
        withholding required under foreign, federal, state or local law. The
        obligations of the Company under Subsection 3(vi) and Sections 4 and 5
        shall survive the expiration of the term of this Agreement, with respect
        to Subsection 3(vi) and Section 4, to the extent benefits become due and
        owing under such provisions and, with respect to Section 5, to the
        extent the Company continues to have obligations under this Agreement.

8.      Validity. The invalidity or unenforceability of any provision of this
        Agreement shall not affect the validity or enforceability of any other
        provision of this Agreement, which shall remain in full force and
        effect.

9.      Counterparts. This Agreement may be executed in several counterparts,
        each of which shall be deemed to be an original but all of which
        together will constitute one and the same instrument.

10.     Arbitration. Any dispute or controversy arising under or in connection
        with this Agreement shall be settled exclusively by arbitration in
        Montvale, New Jersey or such





                                      -16-





 
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<PAGE>



        other location as the parties agree, in accordance with the commercial
        rules of the American Arbitration Association then in effect. The
        Company shall bear all costs and expenses arising in connection with any
        arbitration proceeding pursuant to this Section 10. Judgment may be
        entered on the arbitrator's award in any court having jurisdiction;
        provided, however, that you shall be entitled to seek specific
        performance of your right to be paid pursuant to Subsection 3(vi) until
        the Date of Termination during the pendency of any dispute or
        controversy arising under or in connection with this Agreement.

11.     Entire Agreement. This Agreement sets forth the entire agreement of the
        parties hereto with respect to severance benefits payable to you after a
        change in control of the Company or Union Camp, and during the term of
        the Agreement supersedes the provisions of all prior agreements,
        promises, covenants, arrangements, communications, representations or
        warranties, whether oral or written, by any officer, employee or
        representative of any party hereto with respect to such subject matter.

If this letter sets forth our agreement on the subject matter hereof, kindly
sign and return to the Company the enclosed copy of this letter, which will then
constitute our agreement on this subject.

Sincerely,

BUSH BOAKE ALLEN INC.




By
  ________________________________
        Julian W. Boyden
        President and
        Chief Executive Officer

Agreed to as of the date set forth above.



  ________________________________
        [Typed Name]



                                      -17-





 
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                             INDEX OF DEFINED TERMS

          Defined Term                            Where Defined
          ------------                            -------------

          Accounting Firm                         'SS' 4(v)
          actuarial equivalent                    'SS' 4(iii)(e)
          Agreement                               Introduction
          banked                                  'SS' 4(iii)(a)
          beneficial owner                        'SS' 2.I.(i)
          Board                                   Introduction
          Business Combination                    'SS' 2.I.(iii)
          Cause                                   'SS' 3(iii)
          change in control of the Company or
             Union Camp                           'SS' 2
          Code                                    'SS' 4(iii)(c)
          Company                                 Introduction, 5(i)
          Company Voting Securities               'SS' 2.I.(i)
          Date of Termination                     'SS' 3(vi)
          Determination                           'SS' 4(v)
          ERISA Excess Plan                       'SS' 4(iii)(e)
          Exchange Act                            'SS' 2.I.(i)
          Excise Tax                              'SS' 4(iv)
          Good Reason                             'SS' 3(iv)
          Incumbent Directors                     'SS' 2.I.(ii)
          Non-Qualifying Transaction              'SS' 2.I.(iii)
          Notice of Termination                   'SS' 3(v)
          parachute payments                      'SS' 4(iv)
          Parent Corporation                      'SS' 2.I.(iii)
          Payments                                'SS' 4(iv)
          any person                              'SS' 2.I.(i)
          Safe Harbor Cap                         'SS' 4(iv)
          Surviving Corporation                   'SS' 2.I.(iii)
          Union Camp                              Introduction
          Union Camp Subsidiary                   'SS' 2.I.(i)
          UC Voting Securities                    'SS' 2.II.(i)
          Incumbent UC Director                   'SS' 2.II.(ii)
          UC-Involved Business Combination        'SS' 2.II.(iii)
          UC-Involved Surviving Corporation       'SS' 2.II.(iii)
          UC-Involved Parent Corporation          'SS' 2.II.(iii)
          UC-Involved Non-Qualified Transaction   'SS' 2.II.(iii)
          willful                                 'SS' 3(iii)


                                      -18-



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