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                                                                   EXHIBIT 10.12

                                                                November 6, 1998



                              BUSH BOAKE ALLEN INC.
                RELOCATION RETIREMENT INCOME PLAN FOR EXECUTIVES



                            Effective October 1, 1998

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PREAMBLE........................................................1

ARTICLE 1 - DEFINITIONS.........................................2
1.1  Actuarial Equivalent.......................................2
1.2  Board of Directors.........................................2
1.3  Change in Control..........................................2
1.4  Code.......................................................3
1.5  Committee..................................................3
1.6  Company....................................................3
1.7  Effective Date.............................................3
1.8  ERISA......................................................3
1.9  Executive..................................................3
1.10 Good Reason................................................4
1.11 Normal Retirement Date.....................................5
1.12 Pension Plan...............................................5
1.13 Pension Plan Benefit.......................................5
1.14 Prior Service..............................................5
1.15 Prior Service Benefit......................................5
1.16 Plan.......................................................6
1.17 Plan Year..................................................6
1.18 Relocation Retirement Income Benefit.......................6
1.19 Retirement Board...........................................6
1.20 Supplemental Plan..........................................6
1.21 Supplemental Plan Pension Benefit..........................6
1.22 Target Benefit.............................................7
1.23 Total Actual Benefit.......................................7

ARTICLE 2 -RELOCATION RETIREMENT INCOME BENEFIT.................8
2.1  Relocation Retirement Income Benefit.......................8
2.2  Total Actual Benefit.......................................8

ARTICLE 3 - PAYMENT OF BENEFIT..................................9
3.1  Vesting....................................................9
3.2  Retirement.................................................9
3.3  Termination Prior to Retirement Eligibility under the
     Pension Plan...............................................9
3.4  Lump Sum Available Upon Change in Control..................9
3.5  Death Benefit.............................................10

ARTICLE 4 - ADMINISTRATION.....................................11
4.1  Retirement Board..........................................11
4.2  Decision of the Retirement Board..........................11
4.3  Bonding, Compensation, Indemnification....................11
4.4  Agents and Service Providers..............................11
4.5  Accounts and Records......................................11
4.6  Interpretation of Plan....................................11
4.7  Establishment of Rules....................................12
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<TABLE>
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ARTICLE 5 - PLAN FUNDING.......................................13
5.1  Nature of Obligation......................................13
5.2  Contract or Trust.........................................13

ARTICLE 6 - MISCELLANEOUS PROVISIONS...........................14
6.1  No Guarantee of Employment................................14
6.2  Non-Alienation of Benefits................................14
6.3  Payment to Representatives................................14
6.4  Timing of Payments........................................14
6.5  Governing Law.............................................14
6.6  Gender and Number.........................................15
6.7  Titles and Headings.......................................15
6.8  Separability..............................................15
6.9  Claims Procedure..........................................15
6.10 Competition With Company; Cause...........................15
6.11 Disputes..................................................16

ARTICLE 7 - AMENDMENT AND EFFECTIVE DATE.......................17
7.1  Amendment.................................................17
7.2  Effective Date............................................17

APPENDIX A.....................................................19
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PREAMBLE

The principal purpose of the Bush Boake Allen Inc. Relocation Retirement Income
Plan for Executives (the "Plan") is to ensure the payment of a competitive level
of retirement income to certain officers and executives of Bush Boake Allen Inc.
(the "Company") in order to attract, retain and motivate such officers and
executives. It provides benefits to such officers of the Company, identified by
the Compensation Committee of the Board of Directors (the "Committee"), who are
then officers or executives or who join or who have joined the Company in
mid-career and who otherwise would receive retirement benefits from the Company
which would not reflect their experience prior to employment with the Company or
would not be appropriate for the position of responsibility which they hold with
the Company.

The Plan is also designed to provide, at the discretion of the Committee,
benefits to certain officers and executives who relocated from the United
Kingdom to the United States in connection with the relocation of corporate
headquarters.

In 1966, Albright and Wilson (a UK company) formed Bush Boake Allen (the
"Company") as a merger of W. J. Bush Limited, A. Boake Roberts Limited, and
Stafford Allen Limited. In 1982, the Company was acquired by Union Camp
Corporation (a US company) from Albright and Wilson, then owned by Tenneco (a US
company). In May 1994, approximately 32% of the stock in the Company was sold to
investors in an initial public offering (the "IPO"). The Company's stock is
currently listed on the New York Stock Exchange, and approximately 68% of the
stock continues to be held by Union Camp Corporation.

Historically, headquarter employees of the Company have been located in the
United Kingdom. Employees located in the UK are generally covered under the Bush
Boake Allen Pension Scheme, while employees located in the US are covered by
qualified and nonqualified retirement plans based on similar plans sponsored by
Union Camp Corporation.

Following the May 1994 IPO, Company headquarters was moved to the US and a
number of employees of the Company relocated from the UK to the US. Generally,
these employees have substantial service with the Company prior to relocation,
and were at least 10 years from normal retirement under the qualified US pension
plan at the time of relocation. Due to the benefit accrual patterns in the UK
and US retirement programs, certain employees may earn substantially less in
retirement benefits under the two programs (reflecting separate entitlements for
service in the UK and for service in the US) than if they had either (i) spent
an entire career under the Bush Boake Allen Pension Scheme, or (ii) spent an
entire career under the US program.

In consideration for the agreement of employees to relocate from the UK to the
US, the management of Union Camp Corporation intended that no employee be
adversely affected with respect to pension entitlements and assured employees to
that effect. To that end, an affected employee would be able to receive
retirement benefits at least as great as if such employee spent his entire
career under the current US program. As stated above, one purpose of this
Relocation Retirement Income Plan for Executives is to provide benefit
calculated as the promised benefits, less any benefits actually payable to the
affected employee under the Bush Boake Allen Pension Scheme and the US program.

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                                    ARTICLE 1

                                   DEFINITIONS

1.1  "Actuarial Equivalent" means for any calculation made under the Plan where
     not otherwise specified, the appropriate calculation assuming:

     --  Interest: the applicable mortality table under section 417(e) of the
         Code for the calendar month prior to first day of the Plan Year for
         which the calculation is made.

     --  Mortality: the applicable mortality table under section 417(e) of the
         Code.

1.2  "Board" means the Board of Directors of Bush Boake Allen Inc.

1.3  "Change in Control" of the Company shall be deemed to have occurred if

     (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 trustees 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), after the Effective Date becomes 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;

     (ii)  during any period of no more than two consecutive years, individuals
           who at the beginning of such period constitute the Board (the
           "Incumbent Directors") cease for any reason to constitute at least a
           majority of the Board; provided, that, any new director whose
           election by the Board or nomination for election by the Company's
           stockholders was approved by a vote of at least two-thirds (2/3) of
           the Incumbent Directors who remain on the Board (including those
           directors whose election or nomination for election was previously so
           approved) shall also be deemed to be Incumbent Directors; provided,
           however, that no director who during such two year period is
           designated by a person who has entered into an agreement with the
           Company to effect a transaction of the type described in clause (i)
           or (iii) of this Section or is initially elected or nominated as a
           director of the Company as a result of an actual or threatened
           election contest with respect to directors or any other actual or
           threatened solicitation of proxies or consents by or on behalf of any
           person other than the Board shall be treated as an Incumbent Director
           for purposes of determining whether this clause (ii) has been
           triggered for such two year period;

     (iii) the consummation of a merger or consolidation of the Company or any
           such type of transaction involving the Company or any of its
           subsidiaries that requires the approval of the Company's stockholders
           (whether for the transaction or the issuance of securities in the
           transaction or otherwise) (a "Business Combination"), other than a
           Business Combination which would result in the

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           voting securities of the Company outstanding immediately prior
           thereto continuing to represent directly or indirectly (either by
           remaining outstanding or by being converted into voting securities of
           the surviving entity) more than 50% of the combined voting power of
           the voting securities of the Company or such surviving entity
           outstanding immediately after such Business Combination; or

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

     A Change in Control of the Company shall be deemed not to have occurred
     with respect to an Executive if the Executive participates as an investor
     in the acquiring entity in any such Change in Control transaction, unless
     such acquiring entity is a publicly-traded corporation and the Executive's
     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 securities. For this purpose the
     Executive's interest shall include any such interest of which the Executive
     is a "beneficial owner" as defined in Rule 13d-3 under the Exchange Act.

     Subject only to the provision in the immediately preceding paragraph, if
     the Executive's employment is terminated prior to a Change in Control
     (including pursuant to an event which would constitute Good Reason if it
     occurred prior to the Change in Control), and the Executive reasonably
     demonstrates that such termination was at the request or suggestion of a
     third party who has indicated an intention or taken steps reasonably
     calculated to effect a Change in Control (a "Third Party") then for all
     purposes of this Plan, the date of a Change in Control with respect to such
     Executive shall mean the date immediately prior to the date of such
     termination of employment.

1.4  "Code" means the Internal Revenue Code of 1986, as amended from time to
     time.

1.5  "Committee" means the Compensation Committee of the Board.

1.6  "Company" means Bush Boake Allen Inc., a Virginia corporation, and any
     successor or predecessor employer.

1.7 "Effective Date" means October 1, 1998.

1.8  "ERISA" means the Employee Retirement Income Security Act of 1974, as
     amended from time to time.

1.9  "Executive" means such officers and other executives as the Committee may
     from time to time designate as covered by the Plan if each such officer is
     (i) an executive officer of the Company and/or (ii) an executive of the
     Company who when first employed by the Company already had prior business
     or professional experience which was valuable to the Company and relevant
     to the position for which he was employed. Such Executives shall be listed
     in Appendix A to the Plan which shall be maintained by the Committee and
     revised from time to time. Participation shall be limited to a select group
     of management or highly compensated employees. This term shall also include
     the Executive's spouse in the event Benefit payments, as described
     hereinafter, to such spouse have commenced under the Plan.

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1.10 "Good Reason" means without the Executive's express written consent, the
     occurrence after a Change in Control of the Company of any of the following
     circumstances:

     (a)   the assignment to the Executive of any duties inconsistent with the
           position in the Company that he held immediately prior to a Change in
           Control of the Company (other than in nature of a promotion), or a
           significant adverse alteration in the nature or status of the
           Executive's responsibilities or the conditions of his employment from
           those in effect immediately prior to such Change in Control;

     (b)   a reduction by the Company in the Executive's annual base salary as
           in effect on the date of a Change in Control 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 the Executive is
           principally employed immediately prior to the date of the Change in
           Control of the Company to a location more than 25 miles from such
           location, or the Company's requiring the Executive 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 his business travel obligations immediately prior to a
           Change in Control;

     (d)   the failure by the Company to pay the Executive any portion of his
           current compensation or to pay to him 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;

     (e)   the failure by the Company to continue to provide substantially the
           same compensation plans in which the Executive participates
           immediately prior to a Change in Control of the Company, including
           without limitation, a savings and investment plan, a stock option and
           stock award plan, a restricted stock performance 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 the Executive's 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 his participation relative to other participants, than that
           which existed at the time of a Change in Control of the Company; or

     (f)   the failure by the Company to continue to provide the Executive with
           benefits and coverage substantially similar to those provided to him
           under any of the Company's pension, life insurance, medical,
           accident, or disability plans in which he was participating at the
           time of a Change in Control of the Company, 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 the
           Executive with the number of paid vacation days to which he is
           entitled on the basis of years of service with the Company in
           accordance with the Company's

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           vacation policy for salaried employees in effect at the time of a
           Change in Control of the Company.

1.11 "Normal Retirement Date" means the first day of the month coincident with
     or next following the date on which the Executive attains age 65.

1.12 "Pension Plan" means the Pension Plan for Eligible Employees of Bush Boake
     Allen Inc., effective May 1, 1994 and including any successor plan and
     amendments thereto.

1.13 "Pension Plan Benefit" means the annual benefit, calculated as payable in
     the annuity form elected by an Executive, that would be payable to such
     Executive under the Pension Plan as of a retirement date.

1.14 "Prior Service " means credit for periods of service prior to the
     Executive's commencement of service under the Pension Plan as granted by
     the Committee from time to time with respect to Executives and maintained
     in Appendix A to the Plan. The amount of Prior Service credited by the
     Committee cannot thereafter be reduced by the Committee except as
     explicitly provided herein.

1.15 "Prior Service Benefit" means retirement income payments provided under a
     plan or plans sponsored by a Previous Employer (including, at the
     Committee's discretion, unrelated corporations and affiliates of the
     Company for which service in the Pension Plan and the Supplemental Plan is
     not granted) and for which the Committee grants Prior Service under this
     Plan. To the extent determined by the Committee in its discretion and
     maintained in Appendix A to the Plan, retirement income payments under any
     plan or plans of such Previous Employer shall be an offset to an
     Executive's Relocation Retirement Income Benefit payable hereunder.

     An Executive's Prior Service Benefit shall be determined as of the date
     benefits commence under this Plan.

     The Prior Service Benefit will be calculated assuming an Executive elects
     payment of retirement income benefits from a Previous Employer's plan or
     plans commencing at the same time as the Executive elects payment under
     this Plan.

     If the Executive cannot elect payment of retirement income benefits from a
     Previous Employer's plan or plans as of the date benefits commence under
     this Plan, the Prior Service Benefit shall be calculated as the Actuarial
     Equivalent of the retirement income benefits payable under such plan or
     plans as of the earliest date when such retirement income benefits could be
     elected.

     The Prior Service Benefit will be calculated assuming the Executive elects
     payment of retirement income benefits from a Previous Employer's plan or
     plans in the same form of benefit as the Executive elects under this Plan.

     If the Executive cannot elect such form under the Previous Employer's plan
     or plans, the Prior Service Benefit shall be calculated as the Actuarial
     Equivalent of the retirement income benefit payable under the Previous
     Employer's plan or plans that is most

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     comparable to the benefit elected by the Executive for the payment of
     benefits under this Plan.

     An Executive's Prior Service Benefit shall not be adjusted for cost of
     living increases granted by the Plan under which such Prior Service Benefit
     is paid subsequent to the benefit commencement date under this Plan.

     If an Executive's Prior Service Benefit is denominated in a currency other
     than US dollars, the rate used for converting such Prior Service Benefit to
     US dollars shall be the noon buying rate in the City of New York for cable
     transfers in foreign currencies announced by the Federal Reserve Board of
     New York for customs purposes on the last day of the month for which such
     rate is published prior to the retirement date.

1.16 "Plan" means the Bush Boake Allen Inc. Relocation Retirement Income Plan
     for Executives, and, subject to Article 7, any amendments thereto.

1.17 "Plan Year" means the period from October 1, 1998 to December 31, 1998 and
     the calendar year beginning on January 1, 1999 and each January 1
     thereafter.

1.18 "Relocation Retirement Income Benefit" means a monthly benefit, payable in
     the same annuity form as the Executive's Pension Plan benefit, as
     calculated under section 2.1 of the Plan.

1.19 "Retirement Board" means the management committee appointed by the Board to
     administer and manage the operations of the Pension Plan as provided in the
     Pension Plan.

1.20 "Supplemental Plan" means the Supplemental Retirement Plan of Bush Boake
     Allen Inc., effective May 1, 1994 and including any successor plan and
     amendments thereto. The Supplemental Plan shall not include any portion of
     the Supplemental Retirement Plan of Bush Boake Allen Inc. which
     provides for savings type benefits.

1.21 "Supplemental Plan Pension Benefit" means the annual pension benefit,
     calculated as payable in the same annuity form as the Executive's Pension
     Plan benefit, payable under the Supplemental Plan as of a retirement date.
     An Executive's Supplemental Plan Pension Benefit shall not include any
     benefits provided under the Supplemental Plan characterized as savings
     benefits.

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1.22 "Target Benefit" means the annual benefit, calculated as payable in the
     same annuity form as the Executive's Pension Plan Benefit, that would be
     payable to an Executive under the Pension Plan and Supplemental Plan, as of
     a retirement date if the Executive was credited with Prior Service, as set
     forth in Appendix A, under those plans for all plan purposes. The Target
     Benefit calculation is subject to all of the same calculation conventions
     as apply to the benefit under the Pension Plan.

     An Executive's Target Benefit shall not include any benefits under the
     Supplemental Plan characterized as savings benefits.

     In calculating an Executive's Target Benefit, if a five year earnings
     history with the Company in the US is not available, final average earnings
     for purposes of calculating an Executive's Target Benefit shall be such
     Executive's actual earnings over the period of employment with the Company
     in the US, divided by such Executive's service period with the Company in
     the US.

1.23 "Total Actual Benefit" means an annual benefit as calculated under section
     2.2 of the Plan, and used as one of the inputs in an Executive's Relocation
     Retirement Income Benefit.

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                                    ARTICLE 2

                      RELOCATION RETIREMENT INCOME BENEFIT

2.1  Relocation Retirement Income Benefit - An Executive's Relocation Retirement
     Income Benefit shall be a monthly benefit, beginning on the same day an
     Executive's benefits commence under the Pension Plan in an amount equal to
     one-twelfth of such Executive's Target Benefit less one-twelfth of such
     Executive's Total Actual Benefit. An Executive's Relocation Retirement
     Income Benefit shall never be less than $0. An Executive's Relocation
     Retirement Income Benefit shall be paid in the same annuity form as the
     Executive's benefit under the Pension Plan.

2.2  Total Actual Benefit - An Executive's Total Actual Benefit shall be an
     annual benefit, calculated as the sum of:

     (a)  such Executive's Pension Plan Benefit;

     (b) such Executive's Supplemental Plan Pension Benefit; and

     (c) such Executive's Prior Service Benefit.

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                                    ARTICLE 3

                               PAYMENT OF BENEFIT

3.1  Vesting - An Executive shall be fully vested in such Executive's Relocation
     Retirement Income Benefit at the same time that such Executive becomes
     fully vested under the Pension Plan.

3.2  Retirement - If an Executive terminates employment on a date when such
     Executive is eligible to retire under the Pension Plan, the Executive's
     Relocation Retirement Income Benefit shall be payable in United States
     dollars as of the date such Executive's Pension Plan benefit commences. The
     Executive's Relocation Retirement Income Benefit shall be payable in the
     same annuity form as the Executive's Pension Plan benefit.

3.3  Termination Prior to Retirement Eligibility under the Pension Plan - If an
     Executive terminates employment prior to the date when such Executive is
     eligible to retire under the Pension Plan, the Executive's Relocation
     Retirement Income Benefit shall be deferred until the time such Executive
     is eligible for and elects payment under the Pension Plan. Such Executive's
     Relocation Retirement Income Benefit at such time shall reflect the Target
     Benefit and Total Actual Benefit as of the date payment is elected.

3.4  Lump Sum Available Upon Change in Control - Upon a Change in Control, and
     termination by the Company or by the Executive for Good Reason, any benefit
     accrued hereunder shall be fully vested, and shall be payable as a lump
     sum.

     The amount of the lump-sum payment shall be determined by calculating the
     Executive's net annual Benefit as a single life annuity and converting such
     annuity to a present value. The rate that shall be used to calculate such
     present value shall be determined on the first business day of each
     calendar quarter in accordance with the following formula and shall apply
     to each lump-sum payment made in such calendar quarter:

               The rate shall be the net after-tax rate derived by multiplying
          one (1) minus the current U.S. income tax rate expected to be
          applicable to the Company for financial reporting purposes by the sum
          of (a) and (b), where:

               (a) is the average of (i) the interest rate on 10 year U.S.
          Treasuries and (ii) the interest rate on 30 year U.S. Treasuries, and,

               (b) is the spread on 10 plus year taxable debt of industrial
          companies with similar credit rating to that of the Company over10
          plus year U.S. Treasuries.

     If payment of any part of the lump-sum amount must be deferred due to its
     non-deductibility pursuant to Section 162(m) of the Code, the amount of the
     lump-sum payment to be deferred shall be converted back into a single life
     annuity form of payment using the interest rate assumption used to
     calculate the amount of the lump-sum payment. As soon as the payment of all
     or any part of the deferred lump-sum payment can be deducted by the
     Company, such single life annuity shall be converted to

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     a present value, using the rate set forth above as in effect for the
     calendar quarter in which the payment occurs and using the Executive's age
     as of the Retirement Plan Commencement Date.

3.5  Death Benefit - If an Executive covered by the Plan dies prior to
     commencement of benefits under the Plan, such Executive's spouse (or a
     trust whose beneficiary is the spouse, if the Executive so elects) shall be
     eligible hereunder to receive a benefit calculated as if the benefit were
     payable under the Pension Plan. Offsets shall apply for benefits to the
     spouse payable under the Pension Plan and the Supplemental Plan and for any
     Prior Service Benefit.

     If an Executive covered by the Plan dies after commencement of benefits
     under the Plan, benefits shall continue to be paid to such Executive's
     beneficiary in accordance with the election made under this Plan, the
     Pension Plan, and the Supplemental Plan at the time benefits commenced.

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                                    ARTICLE 4

                                 ADMINISTRATION

4.1  Retirement Board - The Plan shall be administered by the Retirement Board
     provided for in the Pension Plan. Any member of the Retirement Board may be
     an Executive covered by the Plan.

4.2  Decision of the Retirement Board - On all matters and questions the
     decisions of a majority on the members of the Retirement Board shall govern
     and control and shall conclusively represent a unanimous decision of the
     entire Retirement Board. Such decision shall either be evidenced by a vote
     at any meeting, or by written instrument signed by a majority of the
     Retirement Board when no meeting is held.

4.3  Bonding, Compensation, Indemnification - No bond or other security shall be
     required of any individual on the Retirement Board except as may be
     required by law. No fee or compensation shall be paid to any such
     individual for his services on the Retirement Board relating to the Plan.
     Neither the Retirement Board nor any individual thereon shall be liable or
     responsible to any person or party for any matter or thing whatsoever
     connected with, or related to, the Plan or the administration thereof by
     the Retirement Board except in circumstance involving bad faith. The
     Company shall indemnify and hold harmless each member of the Retirement
     Board from the consequences of his acts and omissions, except those
     constituting willful misconduct or gross negligence.

4.4  Agents and Service Providers - The Retirement Board may appoint from its
     number such sub-committees with such powers with regard to the Plan as the
     Retirement Board shall determine, and may authorize one or more of its
     number or any agent to execute or deliver any instrument relating to the
     Plan in its behalf, and may employ such counsel, actuaries, medical
     examiners, accountants and such clerical or other services as it may
     require in carrying out the provisions of the Plan. The Company shall pay
     the fees, salaries, and other charges and costs of such services.

     The Retirement Board may designate any person not a member thereof to carry
     out such of its responsibilities under the Plan as it shall delegate to
     such person. Any such designation or delegation shall be made in accordance
     with such rules and regulations as the Retirement Board shall deem
     advisable. The Retirement Board shall cause the performance of such person
     to be reviewed not less than annually.

     Any person or group of persons may serve in more than one fiduciary
     capacity with respect to the Plan.

4.5  Accounts and Records - The Retirement Board shall cause to be maintained
     such accounts and records as it deems necessary or advisable to properly
     reflect the administration of the Plan. An Executive shall be entitled to
     examine at any reasonable time any such accounts and records directly
     pertaining to him.

4.6  Interpretation of Plan - The Retirement Board has the exclusive power to
     determine any debatable question arising in connection with the
     interpretation, application or

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     administration of the Plan. Its decision or action in respect thereof shall
     be conclusive and binding on all persons and parties concerned.

4.7  Establishment of Rules - The Retirement Board may establish rules from time
     to time for the transaction of its business and for the operation and
     administration of the Plan.

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                                    ARTICLE 5

                                  PLAN FUNDING

5.1  Nature of Obligation - The Plan is unfunded, and the Company will make
     benefit payments solely on a current disbursement basis, provided, however,
     that the Company reserves the right to purchase insurance contracts, which
     may or may not be in the name of an Executive, and/or establish one or more
     trusts to provide alternative sources of benefit payments under this Plan.

     Notwithstanding the unfunded nature of the plan, upon a Change of Control,
     or earlier in the event that the Board determines that a Change of Control
     is likely or imminent, the Company shall transfer a sum of money into a
     trust (the "Rabbi Trust") to secure the benefits payable hereunder. The
     amount transferred shall equal the full present value of the benefits
     payable to all Executives covered under the Plan, calculated under the
     assumption that each Executive shall be discharged from the Company for a
     reason other than Cause two (2) years after the Change of Control. Such
     calculation shall use the interest rate that would be used to calculate a
     lump sum benefit under the terms of Section 3.4 and such other reasonable
     actuarial assumptions determined by the Retirement Board. The Rabbi Trust
     shall be irrevocable but the Trust Agreement shall provide that assets in
     the Rabbi Trust shall be available to creditors of the Company in the event
     of the bankruptcy or insolvency of the Company. The Trust Agreement shall
     provide that benefits payable to Executives under this Relocation
     Retirement Income Plan for Executives shall be payable from such Trust and
     that Executives have the right to seek payment directly from the Trustee of
     such Trust in the event that benefits are not paid by the Company.

5.2  Contract or Trust - If the Company elects or is required to provide for the
     payment of its obligations hereunder through the purchase of a contract
     from an insurance company or the establishment of a trust or otherwise, no
     Executive or beneficiary or any other person who acquires a right to
     receive payments hereunder shall have any rights or interest in such
     contract or trust greater than those of an unsecured general creditor of
     the Company.

                                                                            13


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                                    ARTICLE 6

                            MISCELLANEOUS PROVISIONS

6.1  No Guarantee of Employment - The establishment of the Plan shall not be
     construed to confer upon any Executive any legal right to be continued as
     an employee, and the Company expressly reserves the right to discharge any
     Executive or to increase or decrease his compensation whenever the interest
     of the Company, in its sole judgment, may so require, subject to the
     provisions herein regarding a Change in Control.

6.2  Non-Alienation of Benefits - No benefits payable under the Plan shall,
     except as otherwise specifically provided by law, be subject in any manner
     to anticipation, alienation, attachment, sale, transfer, assignment,
     pledge, encumbrance or charge, and any attempt to anticipate, alienate,
     attach, sell, transfer, assign, pledge, encumber or charge any such
     benefits shall be void; and any such benefits shall not in any manner be
     liable or subject to the debts, contracts, liabilities, engagements or
     torts of any Executive, nor shall they be subject to attachment or legal
     process for or against such Executive or his beneficiary.

     If any Executive or beneficiary shall be adjudicated a bankrupt or shall
     attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber
     or charge such benefits, or if any attempt is made to subject any benefits
     hereunder on the debts, contracts, liabilities, engagements or torts of the
     Executive or his beneficiary entitled to such benefits, then such benefits
     shall, in the discretion of the Retirement Board cease and terminate, and
     in that event the Retirement Board may cause such benefits or any part
     thereof, to be held or applied for the benefit of such Executive or
     beneficiary, his children or other dependents, or any of them, or other
     beneficiary in such manner and in such proportion as the Retirement Board
     shall determine.

6.3  Payment to Representatives - If, for any reason, the Retirement Board shall
     determine that it is not desirable, because of the incapacity of an
     Executive or beneficiary who shall be entitled to receive any payments of
     benefits, to make such payments directly to such person, the Retirement
     Board may apply such payment for the benefit of such Executive or
     beneficiary in any way that the Retirement Board shall deem advisable or to
     make any such payments to any third person, who, in the judgment of the
     Retirement Board, will apply such payment for the benefit of the Executive
     or beneficiary entitled thereto. In the event of such payment the Company
     and the Retirement Board shall be discharged from all further liability for
     such payment.

6.4  Timing of Payments - If the Retirement Board is unable to make the
     determinations required under this Plan in sufficient time for payments to
     be made when due, the Retirement Board shall make the payments upon the
     completion of such determinations with interest at a reasonable rate from
     the due date and may, at is option, make provisional payments, subject to
     adjustment, pending such determinations.

6.5  Governing Law -To the extent not preempted by any laws of the United States
     now or hereafter enacted, including the Employee Retirement Income Security
     Act of 1974, as amended, the Plan shall be construed and all provisions
     hereof shall be enforced and administered according to the laws of the
     State of New Jersey.

                                                                            14


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<PAGE>

6.6  Gender and Number - The masculine pronoun wherever used shall include the
     feminine. Wherever any words are used herein in the singular, they shall be
     construed as though they were also used in the plural in all cases where
     they shall so apply.

6.7  Titles and Headings - The titles to articles and headings of sections of
     this Plan are for convenience of reference and in case of any conflict the
     text of the Plan, rather than such titles and headings, shall control.

6.8  Separability - Any provision of the Plan deemed to be in violation of any
     law or regulation shall be null and void and of no effect and shall not
     affect the validity of any other provision hereof.

6.9  Claims Procedure - Except as otherwise established by the Retirement Board,
     any and all claims for benefits shall be processed in accordance with the
     terms of the claims procedure under the Pension Plan.

6.10 Competition With Company; Cause -Notwithstanding any other provision of the
     Plan to the contrary, no benefits or no further benefits, as the case may
     be, shall be paid to an Executive if the Committee reasonably determines
     that such Executive has:

     (i)   to the detriment of the Company or any affiliate, directly or
           indirectly acquired, without the prior written consent of the
           Committee, an interest in any other company, firm, association, or
           organization (other than an investment interest of less than 1% in a
           publicly-owned company or organization), the business of which is in
           direct competition with the business (present or future) of the
           Company or any of its affiliates;

     (ii)  to the detriment of the Company or any affiliate, directly or
           indirectly competed with the Company or any affiliate as an owner,
           employee, partner, director or contractor of a business, in a field
           of business activity in which the Executive has been primarily
           engaged on behalf of the Company or any affiliate or in which he has
           considerable knowledge as a result of his employment by the Company
           or any affiliate, either for his own benefit or with any person other
           than the Company or any affiliate, without the prior written consent
           of the Committee; or

     (iii) been discharged from employment with the Company or any affiliate for
           "cause." "Cause" shall include the occurrence of any of the following
           events or such other dishonest or disloyal act or omission as the
           Committee reasonably determines in its sole discretion to be "cause":

           (a) the Executive has misappropriated any funds or property of the
               Company or any affiliate;

           (b) the Executive has, without the prior knowledge or written consent
               of the Committee, obtained personal profit as a result of any
               transaction by a third party with the Company or any affiliate;
               or

           (c) the Executive has sold or otherwise imparted to any person, firm,
               or corporation the names of the customers of the Company or any
               affiliate

                                                                            15


<PAGE>
<PAGE>

               or any confidential records, data, formula, specifications and
               other trade secrets or other information of value to the Company
               or any affiliate derived by his association with the Company or
               any affiliate.

     In any case described in this Section 6.10, the Executive shall be given
     prior written notice that no benefits or no further benefits, as the case
     may be, will be paid to such Executive. Such written notice shall specify
     the particular acts(s), or failures to act, on the basis of which the
     decision to terminate his Benefits has been made.

     Notwithstanding the preceding provisions of this Article, following a
     Change in Control of the Company, this Section 6.10 shall not be
     applicable.

6.11 Disputes - If any dispute arises under the Plan between the Company and a
     Executive as to the amount or timing of any Benefit payable under the Plan
     or as to the persons entitled thereto, such dispute shall be resolved by
     binding arbitration proceedings initiated by either party to the dispute in
     accordance with the rules of the American Arbitration Association and the
     results of such proceedings shall be conclusive on both parties and shall
     not be subject to judicial review. If the disputed benefits involve the
     benefits of an Executive who is no longer employed by the Company or any
     affiliate, the Company shall pay or continue to pay the benefit (except a
     benefit payable in a lump-sum pursuant to Section 3.4) until the results of
     the arbitration proceedings are determined unless such claim is patently
     without merit; provided, however, that if the results of the arbitration
     proceedings are adverse to the Executive, then in such event the recipient
     of the benefits shall be obligated to repay the excess benefits to the
     Company. The Company shall pay any and all legal fees and expenses incurred
     by the Executive in seeking to obtain or enforce any rights under the Plan.

                                                                            16


<PAGE>
<PAGE>


                                    ARTICLE 7

                          AMENDMENT AND EFFECTIVE DATE

7.1  Amendment -The Board of Directors of Bush Boake Allen Inc. shall have the
     right at any time or from time to time to modify, amend or terminate the
     Plan in whole or in part. No such modification, amendment or termination
     shall reduce the amount of benefits that would have been payable under the
     Plan to an Executive for service prior to such modification, amendment or
     termination.

7.2 Effective Date -The Plan is effective as of October 1, 1998.

                                                                            17


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<PAGE>


IN WITNESS WHEREOF, the Board of Directors of Bush Boake Allen Inc. has adopted
this Plan effective as of October 1, 1998.

Attest:

-----------------------------------------------
BUSH BOAKE ALLEN INC.

Title


By:
   --------------------------------------------
    Title

                                                                            18


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<PAGE>


                                   APPENDIX A

                              BUSH BOAKE ALLEN INC.
                RELOCATION RETIREMENT INCOME PLAN FOR EXECUTIVES

              Executives Covered by the Plan as of October 1, 1998

<TABLE>
<CAPTION>
                       Prior Service Granted
                        by the Compensation            Plan Providing
Executive                    Committee              Prior Service Benefit
---------              ----------------------      -----------------------
<S>                    <C>                         <C>
Julian W. Boyden           26.5000 years           BBA Pension Scheme (UK)
James H. Dunsdon           27.4167 years           BBA Pension Scheme (UK)
J. Hollyhead               35.9167 years           BBA Pension Scheme (UK)
P.C. Mathew                11.1667 years           BBA Pension Scheme (UK)
Peter A. Thorburn          13.5833 years           BBA Pension Scheme (UK)
L. Trinnaman               21.8333 years           BBA Pension Scheme (UK)
John R. Wright             21.9167 years           BBA Pension Scheme (UK)
</TABLE>

                                                                            19


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