SEVERANCE AGREEMENT

     Severance  Agreement  dated as of July 30, 1999 between Frances Rathke (the
"Executive")  and Ben &  Jerry's  Homemade,  Inc.  (the  "Company"),  a  Vermont
corporation headquartered at 30 Community Drive, South Burlington, VT 05403.

         WHEREAS, the parties wish to confirm certain severance understandings.

         NOW  THEREFORE,  in  consideration  of these  premises  and the  mutual
promises set forth below and other good and valuable consideration,  the receipt
of which is hereby acknowledged, the parties hereby agree as follows:

     1.   Severance  Payable on Termination by the Company Other Than For Cause,
          Death or Disability

     1.1  In the event of  termination of the Executive by the Company for other
          than Cause, Death or Disability, the Executive will be entitled to:

          (i) Severance at the Executive's  monthly base salary rate immediately
          preceding date of notice of termination,  payable for six months, plus
          (if so  approved  by  the  Compensation  Committee  of  the  Board  of
          Directors of the Company or an officer  delegated by the  Committee) a
          second period of up to an additional  six months in the event that the
          employee has not found other comparable employment,  but with payments
          in this  additional  period  terminating  on the  date  the  Executive
          obtains comparable employment;  provided that, for officers with three
          or more years of employment service at date of termination,  severance
          at the  monthly  base salary rate  immediately  preceding  the date of
          notice of termination, payable for 12 months;

          (ii)Continuation   of  health,  life  and  other  "welfare"  insurance
          benefits on the same terms as available to employees  generally during
          the period of severance  payments.  Other  benefits (such as 401(k) or
          ESPP or ESOP, which are keyed to employee status) do not continue;

          (iii) The severance  payments  required to be made under (i) above are
          not reduced by any other job earnings, i.e. no mitigation;

          (iv)for  officers  with  three or more years of service at the date of
          termination,  payment of the appropriate pro rata percentage (based on
          the date of termination in the year) of the next annual cash bonus (if
          approved by the Compensation Committee in January/February of the year
          following the year of  termination)  provided that, in addition (if so
          approved and if the Company's  bottom line  financial  results for the
          year in which  termination  occurs  are not lower  than the  financial
          results  for  the  preceding  year),  the  pro  rata  percentage,   as
          determined  above,  shall be figured  on the  "base" of a full  year's
          bonus (which shall in no event be less than the full year's bonus paid
          for the prior year) and, for other officers with less than three years
          of service at date of termination, payment of the appropriate pro rata
          percentage  of an  amount  equal to the next  annual  cash  bonus  (if
          approved by the Compensation Committee in January/February of the year
          following the year of termination).
<PAGE>

          (v) $15,000 of outplacement services.

     1.2  Cause.  "Cause",  for  the  purposes  of  Section  1,  is  defined  as
          conviction  of any  crime,  whether  or  not  involving  the  Company,
          constituting  a felony;  gross neglect or misconduct in the conduct of
          the  Executive's  duties;  willful or  repeated  failure or refusal to
          perform such duties may be delegated to the Executive by the CEO.

     1.3  Options.  Unless  provisions  in  some  other  agreement  between  the
          Executive and the Company or provisions in the option plan under which
          options held by the Executive at the date of termination  were granted
          are more favorable to the Executive,  (i) for Executives with three or
          more years of service at date of  termination,  unvested  options that
          would  have  vested  in the  first  six  month  period  after  date of
          termination  shall  accelerate and become vested,  and then all vested
          options may continue to be  exercised  for six months  thereafter  and
          (ii)  for all  other  Executives  all  vested  options  at the date of
          termination may continue to be exercised for six months thereafter. In
          each  case  all  unvested  options  remaining   unvested  at  date  of
          termination shall terminate.

     1.4  Confidential Information

          a. The Executive  agrees to comply with the policies and procedures of
          the  Company  and  its   Subsidiaries   for  protecting   Confidential
          Information and shall never disclose to any Person (except as required
          by  applicable   law)  or  use  for  his  own  benefit  or  gain,  any
          Confidential  Information  obtained by the  Executive  incident to his
          employment  or  other  association  with  the  Company  or  any of its
          Subsidiaries.  The Executive  understands that this restriction  shall
          continue to apply after his employment  terminates,  regardless of the
          reason for such termination.

          b. All  documents,  records,  tapes and other  media of every kind and
          description  relating to the business,  present or  otherwise,  of the
          Company  or its  subsidiaries  and any  copies,  in  whole or in part,
          thereof (the  "Documents")  whether or not prepared by the  Executive,
          shall  be the sole  and  exclusive  property  of the  Company  and its
          subsidiaries.  The Executive  shall  safeguard all Documents and shall
          surrender to the Company at the time his  employment  terminates or at
          such earlier time or times as the CEO or his designee may specify, all
          Documents then in the Executive's possession or control.
<PAGE>

     1.5  Covenant Not To Compete

          Restricted Activities.  The Executive agrees that some restrictions on
          his  activities  during  and after his  employment  are  necessary  to
          protect the goodwill,  Confidential  Information and other  legitimate
          interests  of the  Company and its  Subsidiaries,  and that the agreed
          restrictions  set forth below will not deprive  the  Executive  of the
          ability to earn a livelihood:

          a. While the  Executive  is  employed by the  Company  and,  after his
          employment  terminates,  for the  greater  of one  year or the  period
          during  which  severance  payments  of base amount are being made (the
          "Non-Competition  Period"),  the  Executive  shall  not,  directly  or
          indirectly,  whether as owner, partner, investor,  consultant,  agent,
          employee,  co-venturer or otherwise,  compete with the business of the
          Company or any of its Subsidiaries within the United States, or within
          any  foreign  country  in which the  Products  are sold at the date of
          termination of employment,  or undertake any planning for any business
          competitive with the Company or any of its Subsidiaries. Specifically,
          but without limiting the foregoing, the Executive agrees not to engage
          in  any  manner  in  any  activity  that  is  directly  or  indirectly
          competitive   with  the   business  of  the  Company  or  any  of  its
          Subsidiaries  as conducted or which has been proposed by management to
          the Board within six months prior to  termination  of the  Executive's
          employment.  Restricted  activity  also  includes  without  limitation
          accepting  employment or a consulting position with any Person who is,
          or at any time within twelve (12) months prior to  termination  of the
          Executive's  employment  has been, a distributor of the Company or any
          of its  Subsidiaries.  For the  purposes  of  this  Section  1.5,  the
          business  of  the  Company  and  its   Subsidiaries   shall  mean  the
          manufacture  or sale of the  Products.  "Products"  mean all  products
          planned, researched,  developed, tested, manufactured, sold, licensed,
          leased or otherwise  distributed or put into use by the Company or any
          of its  Subsidiaries,  together  with all  services  provided to third
          parties or planned by the Company or any of its  Subsidiaries,  during
          the  Executive's  employment;  as used herein,  "planned"  refers to a
          Product or service  which the Company has decided to introduce  within
          six months from the date as of which such term is applied.

          b. The Executive further agrees that during the Non-Competition Period
          or in connection with the Executive's  termination of employment,  the
          Executive will not hire or attempt to hire any employee of the Company
          or any of its  Subsidiaries,  assist  in such  hiring  by any  Person,
          encourage any such employee to terminate his or her relationship  with
          the Company or any of its  Subsidiaries,  or solicit or encourage  any
          customer  or  vendor  of the  Company  or any of its  Subsidiaries  to
          terminate its  relationship  with them, or, in the case of a customer,
          to  conduct  with any  Person  any  business  or  activity  which such
          customer  conducts  or could  conduct  with the  Company or any of its
          Subsidiaries.

          c. The  provisions of this Section 1.5 shall not be deemed to preclude
          the Executive from employment or engagement during the Non-Competition
          Period following termination of employment hereunder by a corporation,
          some of the activities of which are  competitive  with the business of
          the Company,  if the  Executive's  activities  do not relate,  to such
          competitive business,  and nothing contained in this Section 1.5 shall
          be deemed to prohibit the Executive, during the Non-Competition Period
<PAGE>

          following  termination  of  employment  hereunder,  from  acquiring or
          holding,  solely as an investment,  publicly traded  securities of any
          competitor  corporation  so  long as such  securities  do not,  in the
          aggregate,  constitute  one-half  of  1%  of  the  outstanding  voting
          securities of such corporation.

          d. Without  limiting the foregoing,  it is understood that the Company
          shall not be obligated  to continue to make the payments  specified in
          this  Agreement in the event of a material  breach by the Executive of
          the provisions of Sections 1.4 or 1.5 of this Agreement,  which breach
          continues  without  having  been cured  within 30 days  after  written
          notice to the Executive specifying the breach in reasonable detail.

     1.6  Enforcement of Covenants.

          The Executive  acknowledges  that he has carefully read and considered
          all  the  terms  and  conditions  of  this  Agreement,  including  the
          restraints  imposed  upon him pursuant to Sections 1.4 and 1.5 hereof.
          The  Executive  agrees  that said  restraints  are  necessary  for the
          reasonable and proper  protection of the Company and its  Subsidiaries
          and that each and every one of the restraints is reasonable in respect
          to subject matter,  length of time and geographic  area. The Executive
          further  acknowledges  that,  were he to breach  any of the  covenants
          contained  in Sections  1.4 and 1.5 hereof,  the damage to the Company
          would be irreparable. The Executive therefore agrees that the Company,
          in addition to any other  remedies  available to it, shall be entitled
          to seek preliminary and permanent injunctive relief against any breach
          or  threatened  breach  by the  Executive  of any of  said  covenants,
          without  having to post bond.  The parties  further agree that, in the
          event  that  any  provision  of  Section  1.4 or 1.5  hereof  shall be
          determined by any court of competent  jurisdiction to be unenforceable
          by  reason of its being  extended  over too great a time,  too large a
          geographic  area or too great a range of  activities,  such  provision
          shall be  deemed  to be  modified  to permit  its  enforcement  to the
          maximum extent permitted by law.

     1.7  This  Section 1 shall not be  applicable  while the  Executive  has an
          Employment  Agreement providing for severance that would be applicable
          to a termination  other than for cause on the applicable  date of such
          termination.

     2.   Severance Payable After a Change in Control

     2.1  In the event of a  termination  by the  Company  other than for Cause,
          Death or  Disability  within  the first  two  years  after a Change in
          Control (as defined) or termination by the Executive  within the first
          two years  after a Change in Control  for Good  Reason  (as  defined),
          severance  shall be payable or  provided to the  Executive  as follows
          (and  subject  to the  provisions  of the  additional  subsections  of
          Section 2):

          (i) A  single  lump sum  equal to the sum of (a) one and a half  times
          (i.e.  18  months)  annual  base  salary for the  Executive  in effect
          immediately  prior to the date of the Change in Control or immediately
          prior to the date of  termination  (whichever  is greater)  and (b) an
          amount equal to one and a half times the last year's annual cash bonus
          paid to the Executive.
<PAGE>

          (ii) Health,  life and other welfare  benefits  shall continue for one
          year on the same terms available to employees generally.

          (iii)  The  Company's  contribution  to  the  401(k)  account  of  the
          Executive  shall  continue  for one year at the same  rate  (but in no
          event lower than the rate in effect prior to the Change in Control) as
          applicable  to employees  generally  or, if such  continuation  is not
          permitted  by the  Company's  401(k)  plan,  then  the  amount  of the
          Company's  contribution  shall  be made by a lump sum  payment  and/or
          distribution  of Company  stock made to the Executive at the time said
          payment/distribution is made to employees generally.

     2.2  "Cause" shall have the meaning set forth in Section 1.2 above.

     2.3  "Change in Control" shall be defined as follows:

          A  "Change  in  Control"  shall  be  deemed  to have  occurred  if the
          conditions set forth in any one of the following paragraphs shall have
          been satisfied:

          (a) any  Person  is or  becomes  the  Beneficial  Owner,  directly  or
          indirectly,  of securities of the Company  representing 35% or more of
          the  combined   voting  power  of  the  Company's   then   outstanding
          securities; or

          (b)  during  any  period of not more than two  consecutive  years (not
          including  any period prior to October 26, 1994),  individuals  who at
          the beginning of such period constitute the Board and any new director
          (other than a director  designated by a Person who has entered into an
          agreement with the Company to effect a transaction described in Clause
          (a), (c) or (d) of this  Section  2.3) 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  directors  then still in
          office who either were  directors  at the  beginning  of the period or
          whose  election or nomination for election was previously so approved,
          cease for any reason to constitute a majority thereof; or

          (c) the  shareholders of the Company approve a merger or consolidation
          of the Company with any other corporation, other than

               (1) a merger or  consolidation  which would  result in the voting
               securities of the Company  outstanding  immediately prior thereto
               continuing to represent (either by remaining outstanding or being
               converted into voting  securities of the surviving entity) 60% or
               more of the combined voting power of the voting securities of the
               Company or such surviving entity  outstanding  immediately  after
               such merger or consolidation, or
<PAGE>

               (2)  a  merger  or   consolidation   effected   to   implement  a
               recapitalization of the Company (or similar transaction) in which
               no person  acquires 35% or more of the  combined  voting power of
               the Company's then outstanding securities; or

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

     Notwithstanding the foregoing  provisions of this Section 2.3, a "Change in
Control" will not be deemed to have occurred solely because of (i) the ownership
or acquisition of securities of the Company (or any reporting  requirement under
the  Securities  Exchange Act of 1934) relating  thereto by an employee  benefit
plan  maintained  by the Company for the benefit of employees or by ownership of
securities of the Company that were beneficially owned as of December 31,1998 by
any of Ben Cohen,  Jerry  Greenfield,  Jeffrey Furman and Perry Odak;  provided,
however,  that a "Change of Control"  under  Section 2.3 shall be deemed to have
occurred  in the event any of Ben Cohen,  Jerry  Greenfield  or  Jeffrey  Furman
becomes the Beneficial Owner,  directly or indirectly,  of Common Stock or other
voting securities of the Company  representing an amount of beneficial ownership
which is (i) greater than 35% of the combined voting power of the Company's then
outstanding  voting  securities  (the threshold  under Section  2.3(a)) and (ii)
greater than the amount beneficially owned by any such Person as of December 31,
1998, by at least 22% of the number of outstanding shares of Common Stock of the
Company as of December 31, 1998 (adjusted for stock splits and the like).

     In addition,  a Change in Control  shall not be deemed to have occurred for
purposes of this Section 2.3 if the Executive is the person obtaining control or
a member of any group obtaining control in the defined Change of Control. [

     In the foregoing provisions of this definition of "Change in Control",  the
following terms shall have the meanings set forth below:

     "Person" in Section  2.3 shall have the meaning  given in Section 3 (a) (9)
of the  Securities  Exchange Act of 1934, as modified and used in Sections 13 9d
and 14 (d) thereof; however, a Person shall not include

          (1) the Company or any controlled subsidiary of the Company,

          (2) a trustee or other fiduciary holding  securities under an employee
          benefit plan of the Company or
<PAGE>

          (3) a corporation or other entity owned,  directly or  indirectly,  by
          the shareholders of the Company in substantially  the same proportions
          as their ownership of stock of the Company.

          "Beneficial  Owner" in Section 2.3 shall have the  meaning  defined in
          Rule 13d-3 under the  Securities  Exchange Act of 1934 as amended from
          time to time.

     2.4  "Good Reason" shall be defined as follows:

          (i) Failure of the Company to continue  the  Executive in the position
          the  Executive  had  twelve  months  prior to the date of a Change  in
          Control or any portion of greater  responsibility  the  Executive  may
          have held immediately prior to the Change in Control;

          (ii)   Diminution   in  the   nature  or  scope  of  the   Executive's
          responsibilities, duties or authority; or

          (iii)  Failure  of the  Company  to  provide  the  Executive  the base
          amounts,  bonus  and  benefits  in  accordance  with the  terms of any
          employment  agreement  in effect  immediately  prior to the  Change in
          Control  between the Executive and the Company or, if there is no such
          employment  agreement,  the levels of base salary,  bonus or aggregate
          benefits taken together that were in effect  immediately  prior to the
          Change in Control.

     2.5  Options.

          Unless provisions in some other agreement  (including an option grant)
          between the Executive and the Company or applicable  provisions in the
          option plan under which options held by the Executive were granted are
          more  favorable  to the  Executive,  and except as may be  provided on
          terms more favorable to the Executive in Section 1 of this  Agreement,
          with respect to a termination  of the Executive  Other Than For Cause,
          all unvested options held by the Executive shall accelerate and become
          vested  immediately  prior to the Change in Control and shall continue
          to be exercisable for six months.
<PAGE>

     2.6  Excise Tax Limitation.

          Notwithstanding  Section 2.1 of this Agreement,  in the event that any
          Payment (as hereinafter  defined) would be subject in whole or in part
          to the  excise  tax  (the  "Excise  Tax")  under  Section  4999 of the
          Internal  Revenue  Code  (the  "Code"),  then the  severance  payments
          payable  under Section 2.1 of this  Agreement  shall be reduced to the
          extent,  but only to the extent,  necessary  so that no portion of any
          Payment is subject  to the  Excise  Tax (the  "Severance  Reduction").
          However, no Severance Reduction shall be made unless the net amount of
          the Total  Payments  (as  hereinafter  defined)  after such  Severance
          Reduction and after deduction of the net amount of federal,  state and
          local  income taxes on such reduced  Total  Payments  would be greater
          than the net  amount  of the  Total  Payments  without  the  Severance
          Reduction but after  deduction of the Excise Tax and the net amount of
          federal,  state  and  local  income  taxes  on  such  unreduced  Total
          Payments.  The determination as to whether a Severance Reduction is to
          be made and, if so, the amount of any such reduction  shall be made by
          the firm of certified  public  accountants that had been acting as the
          Company's  auditors  prior to the  Change in  Control or by such other
          firm of certified  public  accountants,  benefits  consulting  firm or
          legal counsel as the Board may  designate  for such purpose,  with the
          approval of the Executive, prior to the Change in Control.

          The  Company   shall   provide  the   Executive   with  the  auditor's
          calculations  of the amounts  referred to in this Section 2.6 and such
          supporting  materials as are reasonably necessary for the Executive to
          evaluate the Company's calculation.

          For  purposes  of this  Section  2.6,  the term  "Payment"  means  any
          "payment  in the  nature  of  compensation"  (as that  term is used in
          Section  280G of the Code") to or for the  benefit  of the  Executive,
          whether or not paid pursuant to this Agreement,  that is contingent or
          under Section 280G of the Code would be presumed to be contingent on a
          Change in Control;  and the term "Total  Payments" means the aggregate
          of all Payments.

     2.7  Additional Provisions.

          The provisions of Section 1.4 shall continue to be applicable  after a
          termination  of employment  under  Subsection  2.1. The  provisions of
          Section 1.5 shall remain applicable.

     3.   Other Provisions

     3.1  Assignment.

          Neither the Company nor the Executive may make any  assignment of this
          Agreement or any interest  herein,  by operation of law or  otherwise,
          without the prior  written  consent of the other;  provided,  however,
          that  in  the  event  that  the  Company  shall  hereafter   effect  a
          reorganization,  consolidate  with, or merge into, any other Person or
          transfer all or  substantially  all of its properties or assets to any
          other  Person,  the Company shall require such Person or the resulting
          entity to assume  expressly and agree to perform this Agreement in the
          same manner and to the same extent that the Company  would be required
          to perform and provided  that nothing in this Section  shall limit the
          provisions of Section 2.

     3.2  Severability.

          If any portion or provision of this  Agreement  shall to any extent be
          declared   illegal   or   unenforceable   by  a  court  of   competent
          jurisdiction, then the remainder of this Agreement, or the application
          of such portion or provision in  circumstances  other than those as to
          which it is so  declared  illegal  or  unenforceable,  shall be not be
          affected  thereby,  and each portion and  provision of this  Agreement
          shall be valid and enforceable to the fullest extent permitted by law.
<PAGE>

     3.3  Waiver

          No waiver of any  provision  hereof shall be effective  unless made in
          writing and signed by the waiving  party.  The failure of either party
          to  require  the  performance  of  any  term  or  obligation  of  this
          Agreement,  or the  waiver  by  either  party  of any  breach  of this
          Agreement,  shall not prevent any subsequent  enforcement of such term
          or obligation or be deemed a waiver of any subsequent breach.

     3.4  Notices.

          Any  and all  notices,  requests,  demands  and  other  communications
          provided  for by this  Agreement  shall  be in  writing  and  shall be
          effective  when  delivered in person or deposited in the United States
          mail, postage prepaid,  registered or certified,  and addressed to the
          Executive  at his last known  address on the books of the Company and,
          in the  case of the  Company,  at its  principal  place  of  business,
          attention  Chief  Executive  Officer,  with a copy  to  Ropes  & Gray,
          Attention Howard K. Fuguet,  Esq., One International Place, Boston, MA
          02110.

     3.5  Entire Agreement.

          This Agreement  constitutes the entire  agreement  between the parties
          with respect to severance upon a termination by the Company other than
          for cause and with  respect to  severance  upon a  termination  by the
          Company other than for cause or by the Executive for Good Reason after
          a Change in  Control  and with  respect  to  Options  upon a Change in
          Control and supersedes all prior and  contemporaneous  communications,
          representations  and  understandings,  written or oral,  with  respect
          thereto, except (i) as otherwise expressly provided herein and (ii) as
          otherwise provided in any other written agreement or benefit plan that
          is more  favorable  to the  Executive  with  respect to  severance  or
          options.

     3.6  Amendment.

          This Agreement may be amended or modified only by a written instrument
          signed  by  the  Executive  and by a duly  authorized  officer  of the
          Company.

     3.7  Governing Law, Arbitration and Consent to Jurisdiction.

          This is a Vermont  contract and shall be construed and enforced  under
          and be governed  in all  respects by the laws of the State of Vermont,
          without  regard to the Vermont  internal  conflict of laws  principles
          thereof.  The parties  each agree to promptly  and  mutually  select a
          mediator and promptly mediate in good faith any controversy,  claim or
          dispute  arising  between the parties hereto arising out of or related
          to this Agreement and its  performance or any breach or claimed breach
          thereof. In the event that mediation does not resolve any such matter,
          then such matter other than any matter in which  injunctive  relief or
          other  equitable  relief  is  sought  shall be  definitively  resolved
          through  binding  arbitration  conducted  in the  City of  Burlington,
          Vermont,  by a panel of three (3)  arbitrators in accordance  with the
<PAGE>

          then current Commercial  Arbitration Rules of the American Arbitration
          Association;  provided,  however, that notwithstanding anything to the
          contrary in such Commercial  Arbitration  Rules,  the parties shall be
          entitled in the course of any arbitration  conducted  pursuant to this
          Section  to seek and  obtain  discovery  from one  another to the same
          extent  and by  means of the same  mechanisms  authorized  by Rules 27
          through  37 of the  Federal  Rules of Civil  Procedure.  The power and
          office of the  arbitrators  shall  arise  wholly and solely  from this
          Agreement  and the then current  Commercial  Arbitration  Rules of the
          American Arbitration Association. The award of the panel or a majority
          of them so rendered shall be final and binding,  and judgment upon the
          award rendered by the  arbitrators  may be entered in any court having
          jurisdiction thereto.

          To the extent a dispute is not to be arbitrated in accordance with the
          foregoing,  each of the  Company  and the  Executive  (i)  irrevocably
          submits to the  jurisdiction  of the United States  District  Court of
          Vermont and to the jurisdiction of the state courts of Vermont for the
          purpose of any suit or other  proceeding  arising out of or based upon
          the  Agreement or the subject  matter  hereof and agrees that any such
          proceeding shall be brought or maintained only in such court, and (ii)
          waives, to the extent not prohibited by applicable law, and agrees not
          to assert in any such proceedings, any claim that it is not subject to
          the  jurisdiction of the above-named  courts,  that he or it is immune
          from  extraterritorial  injunctive relief or other injunctive  relief,
          that any such proceeding brought or maintained in a court provided for
          above may not be properly brought or maintained in such court,  should
          be transferred to some other court or should be stayed or dismissed by
          reason of the pendency of some other  proceeding  in some other court,
          or  that  this  Agreement  or the  subject  matter  hereof  may not be
          enforced in or by such court.

     3.8  Protection of Reputation.

          During  the  period  of  employment  and  during  any  period in which
          severance  payments  or  benefits  are  paid or  provided  under  this
          Agreement,  the Executive  agrees that he will take no action which is
          intended to, or would  reasonably  be expected to, harm the Company or
          its  reputation  or which  would  reasonably  be  expected  to lead to
          unwanted or unfavorable  publicity to the Company (it being understood
          that competition which does not breach Section 1.5 shall not be deemed
          to be a breach of this Section).

     3.9  Survival.

          Cessation or termination of  Executive's  employment  with the Company
          shall not result in  termination  of this  Agreement.  The  respective
          obligations  of Executive and the rights and benefits  afforded to the
          Company as provided in this Agreement after  termination of employment
          shall  survive  cessation or  termination  of  Executive's  employment
          hereunder.

     IN WITNESS WHEREOF, this Agreement has been executed by the Company, by its
duly authorized officer and by the Executive as of the date first above written.

                                                    BEN & JERRY'S HOMEMADE, INC.

     /s/Frances Rathke                          By:/s/Perry D. Odak
     ----------------------                       -------------------
        Executive                                    Chief Executive Officer