MONSANTO CO /NEW/
NON-EMPLOYEE DIRECTOR COMP PLAN
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>a1q2004ex10-15.txt
<DESCRIPTION>NON-EMPLOYEE DIRECTOR COMP PLAN
<TEXT>
                                                                   EXHIBIT 10.15


                              THE MONSANTO COMPANY
            NON-EMPLOYEE DIRECTOR EQUITY INCENTIVE COMPENSATION PLAN
              (As Amended And Restated Effective December 3, 2003)


     1. NAME OF PLAN.  This  plan  shall be known as the "The  Monsanto  Company
Non-Employee  Director Equity  Incentive  Compensation  Plan" and is hereinafter
referred to as the "Plan."

     2.  PURPOSES  OF PLAN.  The  purposes  of the Plan are to  enable  Monsanto
Company, a Delaware corporation (the "Company"),  to retain qualified persons to
serve as Directors by providing for their  compensation  and permitting  them to
elect  to defer a  portion  thereof,  and to  further  align  the  interests  of
Directors  with the interests of  shareholders  of the Company by providing them
with equity-based compensation.

     3.  EFFECTIVE  DATE  AND  TERM.  The  Plan was  established  by the  Board,
effective as of September  20, 2000 (the  "Effective  Date"),  and  subsequently
amended by the Board  effective as of September 19, 2002.  The Effective Date of
this  amended and  restated  Plan is December 3, 2003.  The Plan shall remain in
effect until terminated by action of the Board, or until all  Participants  have
received all amounts to which they are entitled hereunder, if earlier.

     4.  DEFINITIONS.  The  following  terms shall have the  meanings  set forth
below:

     "Additional  Retainer" means any additional retainer to which a Director is
entitled  under this Plan for service in a specified  position,  as set forth in
Section 6(a).

     "Annual  Additional  Retainer  Amount"  means the  annualized  value of the
Additional  Retainer to which a Director  is entitled  under this Plan as of any
particular time.

     "Annual  Basic  Retainer  Amount" means the  annualized  value of the Basic
Retainer to which a Director is  entitled  under this Plan as of any  particular
time.

     "Annual  Meeting"  means  an  annual  meeting  of the  shareholders  of the
Company.

     "Annual  Retainer  Amount"  means the  annualized  value of the Retainer to
which a Director is entitled under this Plan as of any particular time.

     "Basic  Retainer"  means the  retainer  to which each  Director is entitled
under this Plan for service on the Board, as set forth in Section 6(a).

     "Beneficiaries" has the meaning set forth in Section 7(b)(iii).

     "Beneficiary Designation" has the meaning set forth in Section 7(b)(iii).

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

     "Cash Account" has the meaning set forth in Section 7(a).

     "Chairman" means the Chairman of the Board.

     The  "Committee"  means the committee  that  administers  the Plan, as more
fully defined in Section 12.

     "Common  Stock"  means the  Company's  common  stock,  par value $ 0.01 per
share.

     The "Company" has the meaning set forth in Section 2.

     "Crediting Date" has the meaning set forth in Section 6(c)(iii).

     "Current Cash" has the meaning set forth in Section 6(a).

     "Deferral  Account" means a bookkeeping  account  maintained by the Company
for a Director  representing the Director's  interest in the stock units or cash
credited to such account pursuant to Sections 6 and 7.

     "Deferred Cash" has the meaning set forth in Section 6(a).

     "Deferred  Stock"  means  shares of Common  Stock  credited to a Stock Unit
Account pursuant to Section 6(c)(ii) and Section 7 and later delivered  pursuant
to Section 7.

     "Delivery Election" has the meaning set forth in Section 7(b)(i).

     "Director" means an individual who is a non-employee member of the Board.

     The "Dividend  Equivalent"  for a given  dividend or  distribution  means a
number of shares (or fractions of a share) of Common Stock having a Value, as of
the date such Dividend Equivalent is credited to a Stock Unit Account,  equal to
the amount of cash,  plus the fair market value on the date of  distribution  of
any  property,  that is  distributed  with  respect to one share of Common Stock
pursuant  to such  dividend  or  distribution;  such  fair  market  value  to be
determined by the Committee in good faith.

     "Elective Amount" has the meaning set forth in Section 6(a).

     "Exchange Act" means the Securities Exchange Act of 1934.

     The "Initial  Participation  Date" for a Participant means the first day on
which he or she became a Participant.

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     The "Interest  Rate" for a calendar year means the average Moody's Baa Bond
Index Rate, as in effect from time to time.

     "Long-Term  Incentive Plan" means the Monsanto Company Long-Term  Incentive
Plan (formerly known as the Monsanto 2000 Management Incentive Plan).

     "Month" means a calendar month.

     "Participant" has the meaning set forth in Section 5.

     "Periodic Election" has the meaning set forth in Section 6(a).

     "Plan" has the meaning set forth in Section 1.

     "Plan  Year"  means  (1) each  period  beginning  on the date of an  Annual
Meeting and ending on the day before the date of the next Annual Meeting,  up to
and  including  the period ending on April 23, 2003 (which is the day before the
date of the 2003 Annual  Meeting),  (2) the period from April 24, 2003 (which is
the date of the 2003 Annual  Meeting)  through August 31, 2004 (the  "Transition
Plan  Year"),  and (3) each  subsequent  period that begins on a September 1 and
ends on the following August 31.

     "Required Deferred Stock Amount" has the meaning set forth in Section 6(a).

     "Restricted  Stock" means shares of Common Stock granted in accordance with
Section 6(c)(ii).

     "Retainer" means the sum of the Basic Retainer and any Additional  Retainer
to which a Director is entitled under this Plan.

     The "Retainer  Increase"  for a  Participant  means the amount by which the
Participant's  Retainer for the Transition Plan Year is increased as a result of
the amendments to Section 6(a) that take effect as of December 3, 2003.

     "Section" means a section of the Plan except where  otherwise  specifically
indicated.

     "Starting Date" has the meaning set forth in Section 7(b)(i).

     "Stock Unit Account" has the meaning set forth in Section 7(a).

     "Term" means the term of years for which a  Participant  has been elected a
Director.

     The "Termination  Date" for a Participant is the date his or her service as
a Director terminates for any reason.

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     The  "Transition  Plan Year" has the meaning set forth in clause (2) of the
definition of "Plan Year" above.

     The  "Value"  of a share of Common  Stock  shall  mean the  average  of the
highest and lowest  per-share sales prices for the shares of Common Stock during
normal  business  hours  on the New  York  Stock  Exchange  for the  immediately
preceding date, or if the shares of Common Stock were not traded on the New York
Stock Exchange on such date, then on the next preceding date on which the shares
were traded, all as reported by such source as the Committee may select.

     5.  ELIGIBLE  PARTICIPANTS.  Each  individual  who  is a  Director  on  the
Effective  Date or  becomes a  Director  thereafter  while the Plan is in effect
shall be a participant ("Participant") in the Plan.

     6. DIRECTOR  COMPENSATION.  (a) GENERAL.  In  consideration  for his or her
services as a Director,  each Participant shall receive an annual value equal to
the Basic  Retainer plus any  Additional  Retainer that may apply,  in the forms
provided for in this Plan.  Effective  as of December 3, 2003,  the Annual Basic
Retainer Amount for all Directors shall be $130,000,  and the Annual  Additional
Retainer  Amount for a Director  shall be, as  applicable:  (i) for service as a
non-employee Chairman of the Company,  $40,000; (ii) for service as the Chair of
the People and  Compensation  Committee of the Board, the Chair of the Audit and
Finance  Committee  of the Board or the Chair of the  Nominating  and  Corporate
Governance  Committee of the Board,  $25,000;  (iii) for service as the Chair of
the Public  Policy and  Corporate  Responsibility  Committee of the Board or the
Chair of the Science and Technology  Committee of the Board,  $10,000;  and (iv)
for  service as a member of the Audit and Finance  Committee  of the Board other
than the Chair of such committee,  $5,000; provided, however, that the Board may
specify   different  Annual  Basic  Retainer  Amounts  and/or  different  Annual
Additional Retainer Amounts from time to time. If a Director serves in more than
one of the positions listed in the preceding  sentence,  he or she shall receive
an aggregate  Additional  Retainer  equal to the sum of the  applicable  amounts
specified  in the  preceding  sentence for each such  position.  Any increase or
decrease in a Director's  Annual  Retainer  Amount that results from a change in
the Director's position(s) shall take effect as of the first day of the Month in
which the change in position occurs,  and the Retainer actually paid or provided
to the Director under this Plan shall be adjusted appropriately,  pro-rata based
upon the number of Months in the Plan Year from and after the Month in which the
change occurs.

     Retainers  shall be  provided as follows:  (i) half of each  Retainer  (the
"Required Deferred Stock Amount") shall take the form of Deferred Stock, as more
fully set forth in Section  6(c);  and (ii) the other half of each Retainer (the
"Elective  Amount")  shall  take the form of (A) cash paid  currently  ("Current
Cash") or deferred cash  ("Deferred  Cash"),  as more fully set forth in Section
6(b), or (B) Restricted  Stock or additional  Deferred  Stock, as more fully set
forth in Section  6(c), or a  combination  thereof.  Effective as of December 3,
2002, Directors shall no longer be permitted to elect to have Retainers provided
in the form of options to purchase shares of Common Stock.

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     Each Participant shall be provided with the opportunity, in accordance with
procedures  established  by the Committee from time to time, to make an election
with  respect  to each  Plan Year  during  which he or she is a  Participant  (a
"Periodic  Election")   specifying  what  percentages,   in  increments  of  one
percentage  point, of the Elective Amount for such Plan Year will be provided to
the Participant in the form of Current Cash, Deferred Cash, Restricted Stock and
Deferred Stock. A Periodic Election or any revocation  thereof or change thereto
shall take  effect for the first Plan Year that begins more than one Month after
it is  filed;  provided,  that  in  the  case  of an  individual  whose  Initial
Participant Date is other than the first day of a Plan Year, a Periodic Election
shall  take  effect  for the  portion  of the Plan Year  following  the  Initial
Participation  Date so long as it is filed with the  Committee  no later than 30
days after the Initial  Participation Date. Unless and until a Periodic Election
takes  effect for a  Participant,  he or she shall  receive the entire  Elective
Amount in the form of Current  Cash.  Once made,  a Periodic  Election  shall be
irrevocable as to the first Plan Year to which it applies (regardless of whether
a Participant's  Annual Retainer Amount changes during the Plan Year), and shall
remain in effect for all  future  Plan  Years  unless and until the  Participant
timely  revokes or changes the Periodic  Election  with respect to a future Plan
Year.

     Each  non-employee  Director  shall  receive  a grant  of 3,000  shares  of
restricted  Common Stock upon his or her  commencement of service as a member of
the Board, upon such terms and conditions as approved by the Board.

         (b) CASH.  The portion, if any, of the Elective Amount for a particular
Plan Year that the Participant elects to have paid in Current Cash shall be
paid, and the portion, if any, of the Elective Amount for a particular Plan Year
that the Participant elects to have paid in Deferred Cash shall be credited to a
Cash Account maintained by the Company pursuant to Section 7 below, in each case
in substantially equal monthly installments on the last day of each Month that
occurs during the Plan Year for which it is paid or credited (as applicable),
but in each case only if the Participant remains a Director on that day. If a
Participant's Termination Date occurs other than on the last day of a Month, the
Participant shall forfeit any Current Cash and any Deferred Cash attributable to
periods following the last day of the preceding Month.

         (c) STOCK.  (i)   The portion, if any, of the Elective Amount that the
Participant elects to have provided in Restricted Stock shall be issued, as of
the applicable Crediting Date, in the name of the Participant in the form of a
number of shares of Common Stock having a Value, as of the applicable Crediting
Date, equal to the amount of such portion. Such shares shall be forfeitable and
nontransferable, until they vest in accordance with the provisions of
Section 6(c)(iv). Dividends and other distributions with respect to Restricted
Stock that has not yet vested as of the record date therefore shall vest
together with the related Restricted Stock. The Restricted Stock shall be issued
to Participants in accordance with procedures established by the Committee, and
shall become transferable by Participants when and as it vests.

                     (ii) The Required Deferred Stock Amount for a particular
Plan Year and the portion, if any, of the Elective Amount for that Plan Year
that a Participant elects to have provided in Deferred Stock, shall be provided
to the Participant by crediting as of the applicable Crediting Date, to a Stock
Unit Account maintained by the Company pursuant to Section 7, a number of stock

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units representing hypothetical shares of Common Stock having a Value, as of the
applicable Crediting Date, equal to the Required Deferred Stock Amount to which
the Participant is entitled and the portion, if any, that the Participant has
elected to have provided in Deferred Stock. Such Deferred Stock shall vest as
set forth in Section 6(c)(iv).

                     (iii) The Deferred Stock and any Restricted Stock to be
provided to a Participant for a particular Plan Year shall be determined, the
appropriate amount of Deferred Stock shall be credited, and, if applicable, the
appropriate amount of Restricted Stock shall be issued, as of the first day of
that Plan Year, based upon the Annual Retainer Amounts as in effect on that day.
In the case of an individual whose Initial Participation Date is not the first
day of a Plan Year, the Deferred Stock and any Restricted Stock to be provided
to a Participant for the Plan Year that includes the Initial Participation Date
shall be determined, the appropriate amount of Deferred Stock shall be credited,
and, if applicable, the appropriate amount of Restricted Stock shall be issued,
as of the last day of the Month that includes the Initial Participation Date,
based upon the Annual Retainer Amounts as in effect on the Initial Participation
Date. If the Annual Retainer Amount of a Participant increases during a Plan
Year, an additional amount of Deferred Stock and, if applicable, Restricted
Stock shall be determined, the appropriate amount of Deferred Stock shall be
credited, and, if applicable, the appropriate amount of Restricted Stock shall
be issued, as of the last day of the Month in which such increase takes effect.
Each date on which Deferred Stock is to be credited or Restricted Stock is to be
issued is referred to as a "Crediting Date." If the Annual Retainer Amount of a
Participant decreases during a Plan Year, a number of whole shares of the
Deferred Stock and, if applicable, Restricted Stock previously issued or
credited to that Participant during that Plan Year shall be forfeited, to
reflect as nearly as possible the resulting decrease in the aggregate Retainer
to which the Participant will in fact be entitled for that Plan Year.

                     (iv) The Deferred Stock and any Restricted Stock provided
to a Participant as of the first day of a particular Plan Year shall vest in
substantially equal monthly installments on the last day of each Month during
the Plan Year for which they were granted, pro-rata based upon the percentage of
the Plan Year that is attributable to such Month, and any Deferred Stock and
Restricted Stock provided to a Participant as of any other Crediting Date shall
vest in substantially equal monthly installments on the last day of each Month
during the portion of the Plan Year that follows such Crediting Date, pro-rata
based upon the percentage of such portion of the Plan Year that is included in
such Month; but in each case only if the Participant remains a Director on the
last day of such Month; provided, that if a Participant's Termination Date
occurs other than on the last day of a Month, the Participant shall forfeit any
Restricted Stock or Deferred Stock that is attributable to periods following the
last day of the preceding Month; and provided, further, that the number of
shares with respect to which Restricted Stock and/or Deferred Stock vests on a
particular day shall be rounded to the nearest whole number of shares, if
necessary to avoid vesting with respect to a fractional share.

         (d) SPECIAL TRANSITION RULES RELATING TO RETAINER INCREASE AND OTHER
CHANGES TO SECTION 6. The provisions of Section 6 of this amended and restated
Plan shall not apply with respect to Deferred Stock, Restricted Stock and
options to purchase shares of Common Stock granted before December 3, 2003, nor
with respect to Current Cash and Deferred Cash paid or credited before
December 3, 2003. The provisions of Section 6 of this amended and restated Plan

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shall, however, apply with respect to the Retainer Increases as well as to all
Retainers for Plan Years subsequent to the Transition Plan Year. The Periodic
Elections that were in effect as of the beginning of the Transition Plan Year
shall apply to the Retainer Increases, and no change or revocation to such
Periodic Elections shall be effective as to the Retainer Increases.

     7. (a) DEFERRAL ACCOUNTS. The Company shall maintain a "Stock Unit Account"
for each Participant with respect to that Participant's  Deferred Stock and, for
a Participant  who makes a Periodic  Election to receive  Deferred Cash, a "Cash
Account,"  and shall make  credits to these  Deferral  Accounts  as  provided in
Section 6 and this Section 7. Whenever a dividend is paid or other  distribution
made with respect to the Common Stock, each Stock Unit Account shall be credited
with a number  of shares of  Common  Stock  having a Value,  as of the date such
dividend is paid or such  distribution is made, equal to (i) the number of stock
units in such Stock Unit  Account as of the  record  date for such  dividend  or
distribution  multiplied  by (ii) the Dividend  Equivalent  for such dividend or
other  distribution.  The shares so credited with respect to Deferred Stock that
has not vested as of the record date for the dividend or distribution shall vest
as and when such Deferred Stock vests.  Each Cash Account shall accrue  interest
on the balance  therein at the  Interest  Rate,  to be credited  and  compounded
monthly.

        (b) DELIVERY OF ACCOUNT BALANCES. (i)Each Participant shall be provided
the opportunity to elect, in accordance with procedures established by the
Committee, the manner in which his or her Deferral Account balances will be
distributed on or after his or her Termination Date (each such election, a
"Delivery Election"). A separate Delivery Election may be made with respect to
each amount of cash credited to a Cash Account pursuant to a single Periodic
Election and each amount of stock units credited to a Stock Unit Account
pursuant to a single Periodic Election. Each such Delivery Election may call for
(A) delivery in a single sum or in annual installments over a period of up to
ten years, on or beginning on the later of (1) the Termination Date and (2) the
date that is six months after the Delivery Election is made or (B) deferred
delivery in a single sum on a specified date that is not more than ten years
after the Termination Date (in either case, the date on which delivery is to be
made or is to begin is referred to as the "Starting Date").

                     (ii) The stock units in a Participant's Stock Unit Account
and/or the cash in a Participant's Cash Account, as applicable, shall be
delivered on or beginning on the Starting Date in accordance with the
Participant's applicable Delivery Elections. In the case of deliveries from a
Stock Unit Account, such delivery shall be made in the form of stock
representing a number of shares of Common Stock equal to the number of stock
units as and when they are to be delivered; provided, that if the number of
shares to be delivered on any particular date included a fractional share,
such number of shares shall be rounded down to the nearest whole number, and if
such delivery is the last to be made to the Participant, the Company shall pay
the Participant cash in an amount equal to the Value of such fractional share on
the date of delivery. If any such stock units or cash are to be delivered after
the Participant has died or become legally incompetent, they shall be delivered
to the Participant's Beneficiary or legal guardian, as the case may be, in
accordance with the foregoing.

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                     (iii) Participants shall be provided with the opportunity
to designate, in accordance with procedures to be established by the Committee,
the person or persons ("Beneficiaries") who will receive distributions of his or
her interests in the Plan upon the death of the Participant (a "Beneficiary
Designation"). Once made, a Beneficiary Designation or Delivery Election may be
superseded by another Beneficiary Designation or Delivery Election (as
applicable) or revoked in writing by the Participant. However, in order for any
initial or superseding Delivery Election or revocation thereof to be valid, it
must be received by the Committee before the Participant's Termination Date, and
it shall in any event be subject to the approval of the Board or of a committee
of the Board if the Committee determines that such approval is required in order
for such Delivery Election and/or transactions resulting therefrom to be exempt
under Rule 16b-3 under Section 16 of the Exchange Act. In the case of multiple
Beneficiary Designations, Delivery Elections and/or revocations by any
Participant, the most recent valid Beneficiary Designation, Delivery Election or
revocation (as applicable) in effect as of the date of death or Termination
Date, as applicable, shall be controlling. If a Participant does not have a
valid Beneficiary Designation in effect as of the date of his or her death, his
or her Beneficiary shall be his or her estate. If a Participant does not have a
valid Delivery Election in effect as of his or her Termination Date with respect
to any portion of his or her Cash Account or Stock Unit Account, he or she shall
be deemed to have made an election to receive such portion in a single lump sum
as of his or her Termination Date.

     8. DELIVERY OF SHARES;  VOTING AND OTHER RIGHTS.  The shares delivered to a
Participant  pursuant to Section 6 or 7 above shall be issued in the name of the
Participant,  and  the  Participant  shall  be  entitled  to  all  rights  of  a
shareholder  with respect to Common  Stock for all such shares  issued in his or
her name,  including  the right to vote the shares,  and the  Participant  shall
receive all dividends and other  distributions paid or made with respect thereto
from and after the date of such  issuance,  except as  specifically  provided in
Section 6(c)(i).

     9. GENERAL  RESTRICTIONS.  (a)  Notwithstanding  any other provision of the
Plan or agreements or certificates  created pursuant thereto,  the Company shall
not be required  to issue or deliver  any shares of Common  Stock under the Plan
prior to fulfillment of all of the following conditions:

                     (i) Listing or approval for listing upon official notice of
issuance of such shares on the New York Stock Exchange, or such other securities
exchange as may at the time be a market for the Common Stock;

                     (ii) Any registration or other qualification of such shares
under any state or federal law or regulation, or the maintaining in effect of
any such registration or other qualification which the Committee shall, in its
absolute discretion upon the advice of counsel, deem necessary or advisable; and

                     (iii) Obtaining any other consent, approval, or permit from
any state or federal governmental agency which the Committee shall, in its
absolute discretion after receiving the advice of counsel, determine to be
necessary or advisable.

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<PAGE>

        (b) Nothing contained in the Plan shall prevent the Company from
adopting other or additional compensation arrangements for the Participants.

        (c) Except as specifically provided in the Plan with respect to
Beneficiary Designations, no Participant or Beneficiary shall have the right to
assign, pledge or otherwise dispose of his or her interest in any Deferral
Account, nor shall the interest of a Participant or Beneficiary therein be
subject to garnishment, attachment, transfer by operation of law, or any legal
process.

        (d) The Plan is intended to constitute an unfunded plan for incentive
and deferred compensation of Directors, and the rights of Directors with respect
to Deferral Accounts under the Plan shall be those of general creditors of the
Company. The Committee may authorize the creation of trusts or other
arrangements to meet the obligations created under the Plan to deliver Common
Stock or make payments, so long as the existence of such trusts or other
arrangements is consistent with the unfunded status of the Plan.

     10.  NUMBER  AND  SOURCE  OF  SHARES  AVAILABLE.  All  Deferred  Stock  and
Restricted  Stock  provided  for under the Plan shall  automatically  be granted
under the Long  Term  Incentive  Plan,  and shall  reduce  the  number of shares
available for awards under the Long Term Incentive Plan.  Sections 5.1, 5.3, and
5.4 of the Long Term  Incentive  Plan shall  apply with  respect to awards  made
under the Plan.

     11.  CHANGE IN  CAPITAL  STRUCTURE.  (a) In the event that there is, at any
time after the Board  adopts the Plan,  any change in the Common Stock by reason
of any stock dividend,  stock split,  combination of shares, exchange of shares,
warrants or rights  offering to purchase  Common Stock at a price below its fair
market  value,   reclassification,   recapitalization,   merger,  consolidation,
spin-off  or  other  change  in  capitalization  of  the  Company,   appropriate
adjustment shall be made in the number and kind of shares or other property held
in the Stock Unit Accounts (taking into account whether any Dividend  Equivalent
is credited to the Stock Unit Accounts in connection  therewith),  and any other
relevant  provisions of the Plan by the Committee,  whose determination shall be
binding and  conclusive  on all persons.  Options and  Restricted  Stock granted
pursuant  to the Plan and the Long  Term  Incentive  Plan  shall be  subject  to
adjustment pursuant to Section 6 of the Long Term Incentive Plan.

        (b) If the shares of Common Stock credited to the Stock Unit Accounts
are converted pursuant to this Section 11 into cash or another form of property,
references in the Plan to the Common Stock shall be deemed, where appropriate,
to refer to such cash or other form of property, with such other modifications
as may be required for the Plan to operate in accordance with its purposes.
Without limiting the generality of the foregoing, references to delivery of
certificates for shares of Common Stock shall be deemed to refer to delivery of
cash and the incidents of ownership of any other property held in the Stock Unit
Accounts.

     12.  ADMINISTRATION;  AMENDMENT.  (a) The Plan shall be  administered  by a
committee consisting of the Chief Financial Officer, the General Counsel and the

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Vice President of the Company  responsible for Human Resources (or the holder of
any successor officer position thereto) (the "Committee"), which shall have full
authority to construe and interpret  the Plan,  to establish,  amend and rescind
rules and  regulations  relating to the Plan,  and to take all such  actions and
make  all  such  determinations  in  connection  with  the  Plan as it may  deem
necessary or desirable,  including without  limitation the determination of life
expectancies and other assumptions and information to be used in determining the
effect of Delivery Elections.

        (b) The Board may from time to time make such amendments to the Plan as
it may deem proper and in the best interest of the Company, and it may terminate
the Plan at any time.

     13.  MISCELLANEOUS.  (a)  Nothing in the Plan shall be deemed to create any
obligation  on the part of the Board to nominate any Director for  reelection by
the Company's  shareholders or to limit the rights of the shareholders to remove
any Director.

        (b) The Company shall have the right to require, prior to the issuance
or delivery of any cash or shares of Common Stock pursuant to the Plan, that a
Director make arrangements satisfactory to the Committee for the withholding of
any taxes required by law to be withheld with respect to the issuance or
delivery of such cash or shares, including without limitation by the withholding
of shares that would otherwise be so issued or delivered, by withholding from
any other payment due to the Director, or by a cash payment to the Company by
the Director.

     14.  GOVERNING  LAW.  The Plan and all actions  taken  thereunder  shall be
governed by and construed in accordance with the laws of the State of Delaware.


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