MONSANTO CO /NEW/
NON-EMPLOYEE DIRECTOR COMP PLAN
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>c10q2002ex10-13.txt
<DESCRIPTION>NON-EMPLOYEE DIRECTOR COMP PLAN
<TEXT>
                                                                   Exhibit 10.13


                              THE MONSANTO COMPANY
            NON-EMPLOYEE DIRECTOR EQUITY INCENTIVE COMPENSATION PLAN
                          As Amended September 19, 2002

     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 shall be effective as of September 20,
2000 (the "Effective Date"). 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:

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

     "Annual Retainer Amount" has the meaning 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).

     "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 0.01per share.

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


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     "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(d)(ii) and Section 7 and later delivered  pursuant
to Section 7.

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

     "Designated  Administrator"  means Merrill Lynch & Co. or such other person
or entity as the Committee may designate from time to time for the processing of
Options.

     "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.

     The "Effective Date" has the meaning set forth in Section 3.

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

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

     "Grant Date" has the meaning set forth in Section 6(b).

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

     "IPO Date" means the date on which there occurs the initial public offering
of shares of Common Stock.

     "IPO Price"  means the price at which shares of Common Stock are offered in
the initial public offering of shares of Common Stock.

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     "Management Plan" means the Monsanto 2000 Management Incentive Plan.

     "Month" means a period during a Plan Year that ends on a Month End Date and
that  starts  on  either  (a) the  first  day of the Plan  Year,  or (b) the day
following the last preceding Month End Date.

     "Month  End Date"  means  the date of a  calendar  month  that has the same
numerical value as the date on which a Plan Year ends (i.e., if a Plan Year ends
on April 12th, the Month End Date with respect to any calendar month is the 12th
of such month.)

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

     "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 the period from the Effective Date through the day before
the  date of the  Company's  2001  Annual  Meeting  and each  subsequent  period
beginning on the date of an Annual Meeting and ending on the day before the date
of the next Annual Meeting.

     "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(d)(ii).

     "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.

     "2000 Term" means the Term that commenced in May of 2000.

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     The "Value" of a share of Common  Stock as of the IPO Date shall be the IPO
Price, and as of any other date 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  compensation  having a
total annual value (the "Annual Retainer  Amount") equal to $120,000 in the case
of a  Participant  who  serves  as the  Chair of a  committee  of the  Board and
$110,000 for all other Participants (which amount shall be pro-rated for partial
years,  as  applicable);  provided,  that the Chairman shall receive  additional
compensation  having an annual  value of $40,000  for serving as  Chairman,  the
Chair of the  People  and  Compensation  Committee  of the Board  shall  receive
additional compensation having an annual value of $5,000 for serving as Chair of
such committee,  the Chair of the Audit and Finance Committee of the Board shall
receive additional  compensation having an annual value of $5,000 for serving as
Chair of such committee,  and each member of the Audit and Finance  Committee of
the Board who does not also  serve as the  Chair of any  committee  of the Board
shall  receive  additional  compensation  having an annual  value of $5,000  for
serving as a member of such  committee  (which  amounts  shall be pro-rated  for
partial years, as applicable); and provided, further, that the Board may specify
different Annual Retainer Amounts from time to time. Such  compensation for each
Term shall be provided as follows:  (i) half of such compensation (the "Required
Deferred Stock Amount") shall take the form of Deferred Stock, as more fully set
forth in Section  6(d);  and (ii) the other half of the Annual  Retainer  Amount
(the "Elective Amount") shall take the form of (A) options to purchase shares of
Common Stock ("Options"), as more fully set forth in Section 6(b), (B) cash paid
currently ("Current Cash") or deferred cash ("Deferred Cash"), as more fully set
forth in Section 6(c), or (C) Restricted Stock or additional  Deferred Stock, as
more fully set forth in Section 6(d), or a combination thereof. 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 Term 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 Term will be provided to the Participant in the form of
Options,  Current Cash, Deferred Cash, Restricted Stock and Deferred Stock. Each
Periodic  Election  for a particular  Term shall be filed with the  Committee at
least 30 days before the  beginning  of the Term;  provided,  that the  Periodic
Elections  for Terms  beginning  before the  Effective  Date shall be made on or
before September 15, 2000 and provided, further, that, with respect to an

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individual  who becomes a  Participant  after the Effective  Date,  the Periodic
Election for such Participant's  first Term shall be filed with the Committee no
later than 30 days after the first day of such Term. If a  Participant  fails to
make a timely  Periodic  Election  with respect to any Term,  he or she shall be
deemed to have  elected to receive  the  entire  Elective  Amount in the form of
Current Cash.

     (b) OPTIONS.  (i) Each  Participant  who elects to receive a portion of the
Elective Amount in the form of Options shall be granted,  for each of his or her
Terms ending after the Effective Date,  Options having a value on the applicable
Grant Date (as defined below) equal to such portion, determined by the Committee
in accordance with the Black-Scholes option valuation method. The effective date
of each such grant (the "Grant  Date") shall be the first day of the  applicable
Term; provided, that in the case of any options granted with respect to the 2000
Term, the Grant Date shall be the IPO Date.  Each Option shall be evidenced by a
certificate, shall have a per-share exercise price equal to the Value of a share
of Common Stock on the Grant Date and shall have the other terms and  conditions
set forth below in this Section 6(b).

          (ii) The Options,  if any,  granted to a  Participant  on a particular
     Grant  Date shall  vest in  installments  on the last day of each Plan Year
     ending during the Term for which they were granted, pro rata based upon the
     percentage of the Term that is included in such Plan Year, but in each case
     only if the  Participant  remains a  Director  on the last day of such Plan
     Year; provided, that if a Participant's  Termination Date occurs other than
     on the last day of a Plan Year,  a pro rata portion of the  installment  of
     the Participant's then-unvested Options that would otherwise have vested as
     of the last day of the Plan Year during which such Termination Date occurs,
     based on the number of full Months that have elapsed in the Plan Year on or
     before such Termination  Date, shall instead vest on the Termination  Date;
     and  provided,  further,  that the number of shares  with  respect to which
     Options  vest 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.

          (iii) Each Option that vests in accordance with the foregoing shall be
     exercisable  from and after the date of such vesting through the earlier of
     (A) the  tenth  anniversary  of the  Grant  Date and (B) in the case of the
     Participant's  death during or after his or her service as a Director,  the
     first  anniversary of the date of death,  in the case of the  Participant's
     removal from the Board before the end of any Term,  the  Termination  Date,
     and in  all  other  cases,  the  fifth  anniversary  of  the  Participant's
     Termination  Date.  Any Options held by a Participant  that have not become
     vested as of the  Participant's  Termination  Date shall  terminate  on the
     Termination Date.

          (iv) Subject to the  limitations of this Section 6(b),  Options may be
     exercised, in whole or in part, by giving written notice of exercise to the
     Designated  Administrator  specifying  the number of shares of Common Stock

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     subject to the Option to be purchased.  Such notice shall be accompanied by
     payment in full of the  purchase  price by  certified or bank check or such
     other  instrument as the Company may accept.  Payment,  in full or in part,
     may also be made in the form of unrestricted  Common Stock already owned by
     the  Participant,  based on the Value of the  Common  Stock on the date the
     Option is  exercised;  provided,  that such already  owned shares have been
     held by the  Participant  for at least six months at the time of  exercise.
     Payment  for any  shares  subject  to a Stock  Option  may  also be made by
     delivering  a  properly   executed   exercise   notice  to  the  Designated
     Administrator, together with a copy of irrevocable instructions to a broker
     to deliver  promptly  to the  Company  the amount of sale or loan  proceeds
     necessary to pay the purchase  price.  To  facilitate  the  foregoing,  the
     Company may enter into  agreements for  coordinated  procedures with one or
     more brokerage firms. No shares of Common Stock shall be issued pursuant to
     the exercise of Options until full payment therefor has been made.

          (v) No Option shall be transferable  by the Participant  other than by
     will or by the laws of  descent  and  distribution.  All  Options  shall be
     exercisable,  subject  to the  terms  of  this  Section  6(b),  only by the
     Participant,  the guardian or legal  representative of the Participant,  or
     any person to whom such Option is  transferred  pursuant  to the  preceding
     sentence,  it being understood that references to the Participant  shall be
     deemed, where appropriate,  to refer to such guardian, legal representative
     or other transferee.

     (c) CASH. The portion, if any, of the Elective Amount for a particular Term
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  Term  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
installments  on each Month End Date that occurs during the Term for which it is
paid or credited (as applicable), pro rata based upon the percentage of the Term
that is included in the Month that ends on such Month End Date, but in each case
only if the  Participant  remains a  Director  on that day.  If a  Participant's
Termination  Date occurs other than on a Month End Date, the  Participant  shall
forfeit any Current Cash and any Deferred Cash attributable to periods following
the preceding Month End Date.

     (d) STOCK. (i) The portion, if any, of the Elective Amount for a particular
Term that the Participant  elects to have provided in Restricted Stock, shall be
issued as of the IPO Date, in the case of Restricted  Stock granted with respect
to the 2000 Term,  and as of the first day of such Term in all other  cases,  in
the name of the  Participant  in the form of a number of shares of Common  Stock
having  a Value,  as of the  date it is  issued,  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(d)(iii).  Dividends and other
distributions with respect to Restricted Stock that has not yet vested as of the

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<PAGE>

record date therefor 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 Term and the
     portion,  if any, of the Elective  Amount for that Term that a  Participant
     elects  to have  provided  in  Deferred  Stock,  shall be  provided  to the
     Participant by crediting,  as of the IPO Date in the case of the 2000 Term,
     and as of the  first day of the Term in all other  cases,  to a Stock  Unit
     Account  maintained by the Company pursuant to Section 7, a number of stock
     units representing  hypothetical  shares of Common Stock having a Value, as
     of the date of such credit,  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(d)(iii).

          (iii)  The  Deferred  Stock and any  Restricted  Stock  provided  to a
     Participant  for a particular Term shall vest in installments on each Month
     End Date that occurs during the Term for which they were granted,  pro rata
     based upon the  percentage  of the Term that is  included in the Month that
     ends on such Month End Date, but only if the Participant remains a Director
     on such day;  provided,  that if a  Participant's  Termination  Date occurs
     other  than  on a  Month  End  Date,  the  Participant  shall  forfeit  any
     Restricted  Stock  or  Deferred  Stock  that  is  attributable  to  periods
     following the last preceding  Month End Date; 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.

     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

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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 10
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.

          (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


<PAGE>

     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(d)(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,  Inc.,  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.

     (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

                                      -9-
<PAGE>

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 Options,  Deferred Stock and
Restricted  Stock  provided  for under the Plan shall  automatically  be granted
under the Management  Plan, and shall reduce the number of shares  available for
awards under the Management  Plan.  Sections 5.1, 5.3, and 5.4 of the Management
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  Management  Plan shall be  subject to  adjustment
pursuant to Section 6 of the Management 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
Corporate Vice President -- Human Resources of the Company (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.

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<PAGE>

     (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.

                                      -11-
<PAGE>




</TEXT>
</DOCUMENT>
