BERLITZ INTERNATIONAL, INC.

                 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


            The purpose of this Supplemental Executive Retire ment Plan (the
"Plan") sponsored by Berlitz International Inc. (the "Company") is to attract,
retain and encourage the productive efforts of a select group of officers and
senior executives who render valuable services to the Company that constitute an
important contribution toward the Company's continued growth and success, by
providing retirement income, disability benefits, retiree medical benefits and
death benefits to such designated executives and their beneficiaries.

            The Plan is effective as of January 1, 1996 and reads as follows:







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                                ARTICLE I

                               DEFINITIONS

            The following terms when used in this Plan shall
have the designated meaning, unless a different meaning is
clearly required by the context.

            1.1 AFFILIATE. Any trade or business, whether or not incorporated,
which (a) at the time of reference (i) controls, is controlled by or is under
common control with the Company within the meaning of section 414(b) or (c) of
the Code, or (ii) is, together with the Company, a member of an affiliated
service group within the meaning of section 414(m) of the Code, or (b) is
designated as an Affiliate by the Committee (but shall be treated as an
Affiliate only for such periods as the Committee shall prescribe in such
designation).

            1.2 BENEFICIARY. The person or entity designated by a Participant to
receive the Pre-Retirement Death Benefit pursuant to Section 4.2 hereof.

            1.3 BOARD. The Board of Directors of the Company as constituted from
time to time.

            1.4 CODE. The Internal Revenue Code of 1986, as amended.

            1.5 COMMITTEE. The Compensation Committee of the Board.

            1.6 COMPANY. Berlitz International, Inc. and its successors.






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            1.7 CONTINUOUS SERVICE. A Participant's most recent period of
continuous employment with the Company and its Affiliates, including employment
before the Effective Date. A transfer between employment with the Company and an
Affiliate or between Affiliates shall not be deemed a Termination of Employment
or otherwise interrupt a Participant's Continuous Service. Leaves of absence of
not more than two years may be taken into account as Continuous Service, to the
extent provided by the Committee. The absence of a Participant due to service in
the Armed Forces of the United States shall be taken into account as Continuous
Service provided that the Participant resumes employment with the Company within
the period provided by law. Except to the extent provided by the Committee,
employment with a predecessor of the Company or an Affiliate and employment with
an Affiliate prior to the time it became such shall be disregarded in
determining a Participant's Continuous Service. References herein to a
participant's employment, termination of employment and the like shall include
periods during which the Participant was serving as a director of the Company
notwithstanding that he may not have been a common law employee of the Company
or any Affiliate.

            1.8  EFFECTIVE DATE.  January 1, 1996.

            1.9 INITIAL PARTICIPANT. A Participant designated to participate in
the Plan as of the Effective Date, pursuant to Section 2.2 hereof.






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            1.10 NORMAL RETIREMENT DATE. The later of (a) the date on which the
Participant attains age sixty (60) and (b) the date on which the Participant
completes five (5) years of Continuous Service.

            1.11 PARTICIPANT. An individual who has been designated as a
Participant pursuant to Article II and continues to be entitled to any benefits
under the Plan.

            1.12 PROJECTED BASE SALARY. In the case of a Participant who dies
while employed, the Participant's base salary rate immediately before death,
projected to age 65 at an annually compounded interest rate of four percent
(4%).

            1.13 SURVIVING SPOUSE. The person, if any, legally married to the
Participant at the time of his death.

            1.14 TERMINATION OF EMPLOYMENT. References hereunder to a
Participant's termination of employment, the date a Participant's employment
terminates and the like, shall refer to the ceasing of the Participant's
employment with the Company and all Affiliates for any reason.







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                               ARTICLE II

                      ELIGIBILITY AND PARTICIPATION


            2.1 IN GENERAL. The Board may at any time and from time to time (but
prospectively only) designate any officer or senior executive of the Company or
any Affiliate as a Plan Participant.

            2.2 INITIAL PARTICIPANTS. The individuals listed on Schedule A
attached hereto are designated as Participants as of the Effective Date.







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                               ARTICLE III

                           RETIREMENT BENEFITS


3.1 BENEFITS.

                  3.1.1 NORMAL RETIREMENT BENEFIT. If a Participant's employment
terminates on or after his Normal Retirement Date, for any reason other than
death, Disability or discharge for Cause, the Company will pay the Participant a
monthly benefit, starting on the first of the month after his Termination of
Employment and ending with the payment for the month in which his death occurs.
Such monthly benefit shall be in an amount equal to the product of his
Applicable Percentage, as defined in Section 3.2.2 below, and his Final Average
Pay, as defined in Section 3.2.1 below.

                  3.1.2 DISABILITY RETIREMENT BENEFIT. If a Participant who has
completed at least five (5) years of Continuous Service shall incur a Disability
while employed by the Company or any Affiliate, the Company shall pay such
Participant a monthly benefit starting on the first of the month after his
Termination of Employment and ending with the payment for the month in which his
death occurs. Such monthly benefit shall be calculated in the same manner as a
Normal Retirement Benefit as set forth in Section 3.1.1 but shall be based on
his Final Average Pay when his employment terminates due to the Disability and
shall be reduced by the amount of any disability benefits payable under the
Company's Long Term Disability Policy. For purposes of this






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Section 3.1.2, "Disability" means a Participant's total inability to perform the
customary duties of his employment by reason of any medical or psychological
illness or condi tion incurred while employed by the Company which is expected
to be permanent or of indefinite duration, excluding any such illness or
condition which results from self-inflicted injury, alcoholism or drug abuse.
Whether or not a Participant has incurred a Disability shall be determined
solely by the Committee in its discretion, on the basis of evidence satisfactory
to it. If a Participant who incurs a Disability while employed by the Company
shall cease to be disabled, no benefits shall be paid on account of such
Disability with respect to periods after recovery from such Disability. If such
a recovered Participant shall thereafter be reemployed by the Company, he shall
be entitled to participate in the Plan as if he had been employed throughout the
period of his Disability and shall be deemed to have received compensation
during such period of Disability at a rate equal to his rate of Final Average
Pay determined immediately prior to his Disability. The benefit, if any,
ultimately payable to or on behalf of such a recovered Participant shall be
determined without regard to Disability benefits previously paid.

            3.1.3 RETIREE MEDICAL BENEFITS. If a Participant retires under
Section 3.1.1 (Normal Retirement) or 3.1.2 (Disability Retirement), or if a
Participant dies while employed after Normal Retirement Date, the Company






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will continue to provide medical coverage to the Participant and his spouse, for
their lifetimes, which is substantially similar, in all material respects, to
the coverage to which the Participant was entitled at the time of his
Termination of Employment; provided, that in the case of Disability, such
coverage shall cease if the Participant recovers from his Disability prior to
his Normal Retirement Date.

            3.2   DEFINITIONS RELATING TO
                  BENEFIT CALCULATIONS:

                  3.2.1 FINAL AVERAGE PAY. Final Average Pay with respect to a
Participant shall mean the sum of (a) the average monthly base salary of a
Participant for the 36 consecutive month period of Continuous Service prior to
his Termination of Employment and (b) 1/36 of the sum of the last three annual
Short Term Incentive Bonuses paid to the Participant prior to his Termination of
Employment.

                  3.2.2 APPLICABLE PERCENTAGE. The Applicable Percentage with
respect to a Participant shall be as follows: (a) For the Initial Participants,
thirty percent (30%), and (b) for all other Participants, the product of two
percent (2%) (or such other percentage as the Board may determine), multiplied
by the Participant's years of Continuous Service, but not more than 30%.

                  3.3 SPECIAL PAYMENT. If it shall be determined by a final
administrative decision of the Internal Revenue Service (which is not appealed
by the Participant) or by a final decision of a court of competent jurisdiction
(which






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is not appealed by the Participant) that the value of all or any part of any
benefit contemplated by the Plan is includable in the income of a Participant
for federal income tax purposes prior to the actual receipt of such benefit, the
Company shall make a special payment to such Participant, in discharge of the
actuarially equivalent value of any benefits otherwise due hereunder, in an
amount equal to such Participant's estimated federal, state and local income tax
liabilities related to such inclusion and to the inclusion in income of such
special payment. The Participant shall have no obligation to appeal any
determination made by the Internal Revenue Service or the decision of any such
court. The foregoing special payment shall not be payable on account of the
Participant's share of FICA, FUTA, Medicare or other payroll taxes.







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                               ARTICLE IV

                            SURVIVOR BENEFITS


            4.1 POST-RETIREMENT SURVIVOR BENEFIT. Upon a Participant's death
after payment of his benefits under Article III has started, the Company shall
pay a monthly benefit to the Participant's Surviving Spouse, if any, for her
lifetime, starting on the first of the month immediately following the month in
which the Participant dies. Such monthly benefit shall be in an amount equal to
50% of the monthly benefit the Participant was receiving under the Plan.

            4.2 PRE-RETIREMENT DEATH BENEFIT. If an Initial Participant dies
while employed by the Company or if any other Participant who has completed at
least five years of Continuous Service dies while employed by the Company, the
Company shall pay a lump sum benefit to the Participant's designated Beneficiary
or, if no Beneficiary is designated, to the Participant's estate, in an amount
equal to 100% of the Participant's Projected Base Salary.







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                                ARTICLE V

                               FORFEITURES

            5.1 FORFEITURE FOR COMPETITIVE EMPLOYMENT/ DIVULGING CONFIDENTIAL
INFORMATION. If a Participant enters Competitive Employment, as defined in
Section 5.3.1 below, or divulges any Confidential Information, as defined in
Section 5.3.3 below, to any person or organization which could be of aid or
assistance to a Competitive Business, as defined in Section 5.3.2 below, without
prior authorization by the Company and within three years after his employment
terminates he shall forever and irrevocably forfeit all benefits otherwise due
him under the terms of the Plan. If a Participant first enters Competitive
Employment more than three years after his employment terminates, any benefits
otherwise payable to such Participant during the period of such Competitive
Employment shall not be so paid and shall be forever and irrevocably forfeited,
and only after such period of Competitive Employment ends shall any benefits
otherwise due hereunder commence or continue to be paid.

            5.2 FORFEITURE FOR CAUSE. If a Participant's employment is
terminated for Cause, as defined in Section 5.3.4 below, he shall forever and
irrevocably forfeit all benefits otherwise due him under the terms of the Plan.

            5.3   RELATED DEFINITIONS.

                  5.3.1 COMPETITIVE EMPLOYMENT. For purposes of Section 5.1,
"Competitive Employment" means a Partici-


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pant's (i) entering into the employ of or rendering any services to any
"Competitive Business," or (ii) engaging in any Competitive Business for his
own account, or (iii) becoming interested in any Competitive Business as an
individual, partner, shareholder, creditor, director, officer, principal, agent,
employee, trustee, consultant, advisor or in any other relationship or capacity;
provided, however, that nothing contained in this Article V shall be deemed to
prohibit the Participant from acquiring, solely as an investment through market
purchases, securities of any corporation which are registered under Section 12
of the Securities Exchange Act of 1934 and which are publicly traded so long as
he is not part of any control group of such corporation.

                  5.3.2 COMPETITIVE BUSINESS. For purposes of this Section, the
term "Competitive Business" shall mean any line of business that is
substantially the same as any line of any operating business engaged in or
conducted by the Company or any Affiliate and which, when the Participant's
employment terminates, the Company (or any Affiliate) was engaged in or
conducting, or had, to the knowledge of the Participant, definitively planned to
engage in or conduct.

                  5.3.3 CONFIDENTIAL INFORMATION. For purposes of this Section,
Confidential Information means any information with respect to the Company's (or
any Affiliate's) customers, processes, and procedures, other






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than information that is generally known or available to the
public.

                  5.3.4 CAUSE. For purposes of this Section, Cause shall mean
(i) serious and repeated willful misconduct in respect of a Participant's duties
which has resulted in material, economic damage to the Company or any Affiliate,
and, to the extent such misconduct is susceptible of being cured, such
misconduct continues for thirty days following written notice to the Participant
by the Company detailing such misconduct, (ii) the final, unappealable
conviction in a court of law of any crime or offense (A) for which the
Participant is imprisoned for a term of six months or more or (B) that involves
the commission of fraud or theft against, or embezzlement from, the Company or
any Affiliate, or (iii) chronic alcoholism or abuse of controlled substances.

            5.4 OTHER FORFEITURES. If a Participant's employment terminates for
any reason other than death at a time when he is not eligible for benefits
hereunder, such Participant shall irrevocably forfeit any and all rights to any
benefits hereunder and his prior Continuous Service shall be cancelled. If such
Participant is later reemployed by the Company or an Affiliate, he shall be
treated for purposes of this Plan as a new employee and shall not be eligible to
participate herein unless specifically redesignated as a Participant by the
Committee.






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            5.5 LIMITATION. If any provision of this Article V shall be
unenforceable as a matter of law, it shall be construed to apply to the greatest
extent permitted by law so as to give effect to its intended purposes.







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                               ARTICLE VI

                     CONDITIONS RELATED TO BENEFITS

            6.1   ADMINISTRATION OF PLAN.  The Committee shall
administer the Plan and shall have the sole and exclusive authority to
interpret, construe and apply its provisions, and shall have full discretionary
power and authority to construe the document, rectify errors, supply omissions
and resolve ambiguities. The Committee shall have the power to establish, adopt
and revise such rules and regulations as it may deem necessary or advisable for
the administration of the Plan and the operation of the Committee's activities
in connection therewith. The Committee shall file with the Department of Labor
and distribute to the Participants any reports and other information required by
applicable law and shall be entitled to rely conclusively upon all tables,
valuations, certificates, opinions and reports furnished by any actuary,
accountant, controller, counsel or other person employed or engaged by it with
respect to the Plan. To the maximum extent permitted by law, all interpretations
and other decisions of the Committee shall be conclusive and binding on all
parties. All decisions of the Committee shall be by vote or written consent of
the majority of its members and shall be final and binding. Members of the
Committee shall be eligible to participate in the Plan while serving as a member
of the Committee, but a member of the Committee shall not vote or act upon any
matter which






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relates solely to such member in his capacity as a
Participant.

            6.2 GRANTOR TRUST. The Company may create a grantor trust (within
the meaning of section 671 of the Code) in connection with the adoption of this
Plan to which it may from time to time contribute amounts to accumulate an
appropriate reserve against its obligations hereunder. Notwithstanding the
creation of such trust, the benefits hereunder shall be a general obligation of
the Company. Payment of benefits from such trust shall, to that extent,
discharge the Company's obligations under this Plan. A Participant shall have
only a contractual right as a general creditor of the Company to the amounts, if
any, payable hereunder and such right shall not be secured by any assets of the
Company or the trust.

            6.3 NO RIGHT TO COMPANY ASSETS. Neither a Par ticipant nor any other
person shall acquire by reason of the Plan any right in or title to any assets,
funds or property of the Company whatsoever including, without limiting the
generality of the foregoing, any specific funds or assets which the Company may
set aside in anticipation of a liability hereunder, or in or to any policy or
policies of insurance on the life of a Participant owned by the Company.

            6.4 NO EMPLOYMENT RIGHTS. Nothing herein shall constitute a contract
of continuing employment or in any manner obligate the Company or any Affiliate
to continue the service of a Participant, or obligate a Participant to






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continue in the service of the Company or any Affiliate, and nothing herein
shall be construed as fixing or regulating the compensation paid to a
Participant.

            6.5 COMPANY'S RIGHT TO TERMINATE AND AMEND. The Company reserves the
right in its sole discretion at any time to amend the Plan in any respect or
terminate the Plan. Notwithstanding the foregoing, no such amendment or
termination shall reduce the amount of the benefit theretofore accrued by any
Participant or change the conditions required to be satisfied to receive payment
of such past accrued benefit (including contingent spousal death benefits) based
on the provisions of the Plan as theretofore in effect (in each case, unless the
Participant expressly consents thereto in writing).

            6.6 PROTECTIVE PROVISIONS. The Participant shall cooperate with the
Company by furnishing any and all infor mation requested by the Company in order
to facilitate the payment of benefits hereunder.

            6.7 FACILITY OF PAYMENT. Whenever and as often as any person
entitled to payments hereunder shall be under a legal disability, or in the sole
judgment of the Committee shall otherwise be unable to apply such payments to
his own best interest and advantage, the Committee, in the exercise of its
discretion, may direct all or any portion of such payments to be made in any one
or more of the following ways:

                  (a)   Directly to such person;






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                  (b) To his legal curator, guardian, or conservator, or other
court-appointed or court-recognized representatives; or

                  (c) To his spouse, to another member of his family, or to any
other person, to be expended for his benefit.

            6.8 CLAIMS PROCEDURES. In the event that any claim for benefits is
denied (in whole or in part) hereunder, the claimant shall receive from the
Committee notice in writing, written in a manner calculated to be understood by
the claimant, setting forth the specific reasons for denial, with specific
reference to pertinent provisions of this Plan. Such notice shall be provided
within 90 days of the Participant's claim for benefits. Any disagreements about
such interpretations and construction may be appealed within 90 days to the
Committee. The Committee shall respond to such appeal within 60 days with a
notice in writing fully disclosing its decision and the reasons therefore. No
member of the Committee shall be liable to any person for any action taken
hereunder except those actions undertaken with lack of good faith.

            6.9 NO RIGHT OF OFFSET. If at the time any payment is to be made
hereunder a Participant or his spouse or both are indebted to the Company (or an
Affiliate) or otherwise subject to a monetary claim by the Company (or an
Affiliate), the payments remaining to be paid to the Participant or his spouse
or both shall nevertheless be paid






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without reduction by or set off against the amount of such indebtedness or
claim.

            6.10 NO THIRD PARTY RIGHTS. Nothing in this Plan or any trust
established pursuant to Section 6.2 hereof shall be construed to create any
rights hereunder in favor of the spouse of any Participant prior to the
Participant's death or in favor of any other person (other than the Company and
any Participant) or to limit the Company's right to amend or terminate the Plan
in any manner subject to the consent of the Participant to the extent provided
in Sec tion 6.5 notwithstanding that such amendment or termination might result
in such spouse receiving no benefits under the Plan.

            6.11 SELECT GROUP OF EMPLOYEES. The Plan is intended to qualify as a
plan maintained primarily for the purpose of providing deferred compensation for
a select group of management or highly compensated employees, and, as such, to
be exempt from certain provisions of the Employee Retirement Income Security Act
of 1974, as amended.






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                               ARTICLE VII

                              MISCELLANEOUS


            7.1   NONASSIGNABILITY.  No rights or payments
under this Plan shall be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance or charge, whether voluntary or
involuntary, and no attempt so to anticipate, alienate, sell, transfer, assign,
pledge, encumber or charge the same shall be valid, nor shall any such benefit
or payment be in any way liable for or subject to the debts, contracts,
liabilities, engagements or torts of any person entitled to such benefit or
payment or subject to levy, garnishment, attachment, execution or other legal or
equitable process. No part of the amounts payable shall, prior to actual
payment, be subject to seizure or sequestration for the payment of any debts,
judgments, alimony or separate maintenance owed by a Participant or any other
person, nor be transferable by operation of law in the event of a Participant's
or any other person's bankruptcy or insolvency.

            7.2 WITHHOLDING. To the extent required by law the Company shall be
entitled to withhold from any payments due hereunder any federal, state and
local taxes required to be withheld in connection with such payment.

            7.3 GENDER AND NUMBER. Wherever appropriate herein, the masculine
shall mean the feminine and the singu lar shall mean the plural or vice versa.






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            7.4 NOTICE. Any notice required or permitted to be made under the
Plan shall be sufficient if in writing and hand delivered, or sent by registered
or certified mail, to (a) in the case of notice to the Company or the Committee,
the principal office of the Company at: Research Park, 293 Wall Street,
Princeton, New Jersey 08450, Attention: Vice President, Human Resources, and (b)
in the case of a Participant or the Participant's spouse, the Participant's (or
such spouse's) mailing address maintained in the Company's personnel records.
Such notice shall be deemed given as of the date of delivery or, if delivery is
made by mail, as of the date shown on the postmark or on the receipt for
registration or certification.

            7.5 VALIDITY. In the event any provision of this Plan is held
invalid, void or unenforceable, the same shall not affect, in any respect
whatsoever, the validity of any other provision of this Plan.







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            7.6 APPLICABLE LAW. This Plan shall be governed and construed in
accordance with the laws of the State of New York.

            IN WITNESS WHEREOF, the Company has caused this BERLITZ
INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN to be executed by its
duly authorized officers and its corporate seal to be hereunto affixed on this
      day of          , 1996.
-----        ---------
                                    BERLITZ INTERNATIONAL, INC.



                                    By
                                       -----------------------------------
                                    Its
                                       -----------------------------------

Attest:
       --------------------

[Seal]






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                               SCHEDULE A

                       BERLITZ INTERNATIONAL, INC.
                 Supplemental Executive Retirement Plan

              Individuals Designated for Plan Participation
                        Effective January 1, 1996




Hiromasa Yokoi
Manuel Fernandez
Robert Minsky
Susumu Kojima
Henry D. James
Robert Hendon, Jr.
Isao Hisai
M. Strumpen-Darrie
Alistair Gatoff
David Horn
Anthony Tedesco
Jose Alvarino
Wolfgang Wiedeler
John Okazaki
Frank Garton