GRIFFIN LAND & NURSERIES INC (Form: 10-12G/A, Filing Date ...pdf.secdatabase.com/1138/0000912057-97-019442.pdf · NEW YORK NY 10016-8899 2124483800 Mailing Address 387 PARK AVENUE

Business Address387 PARK AVENUE SOUTH6TH FLOORNEW YORK NY 10016-88992124483800

Mailing Address387 PARK AVENUE SOUTH6TH FLOORNEW YORK NY 10016-8899

SECURITIES AND EXCHANGE COMMISSION

FORM 10-12G/AInitial general form for registration of a class of securities pursuant to Section 12(g) [amend]

Filing Date: 1997-06-04SEC Accession No. 0000912057-97-019442

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FILERGRIFFIN LAND & NURSERIES INCCIK:1037390| IRS No.: 060868486 | State of Incorp.:DE | Fiscal Year End: 1130Type: 10-12G/A | Act: 34 | File No.: 001-12879 | Film No.: 97618816SIC: 5200 Building materials, hardware, garden supply

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 4, 1997

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SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10/AAMENDMENT NO. 3

GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(B) OR 12(G) OF

THE SECURITIES EXCHANGE ACT OF 1934

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GRIFFIN LAND & NURSERIES, INC.

(Exact name of registrant as specified in its charter)

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DELAWARE 06-0868496(State or other (I.R.S. Employer Identificationjurisdiction of No.)

incorporation ororganization)

ONE ROCKEFELLER PLAZANEW YORK, NY 10020

(Address of principal (Zip Code)executive office)

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Registrant's telephone number, including area code:(860) 286-7660

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Securities to be registered pursuant to Section 12(b) of the Act.

None.

Securities to be registered pursuant to Section 12(g) of the Act.

Common Stock, par value $0.01 per share

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GRIFFIN LAND & NURSERIES, INC.INFORMATION INCLUDED IN INFORMATION STATEMENT AND

INCORPORATED IN FORM 10 BY REFERENCE.CROSS-REFERENCE SHEET BETWEEN INFORMATION SHEET AND

ITEMS ON FORM 10.

<TABLE><CAPTION>ITEM NO. ITEM CAPTION LOCATION IN INFORMATION STATEMENT--------- ----------------------------------------------------- -----------------------------------------------------<C> <S> <C>

1. Business............................................. BUSINESS

2. Financial Information................................ SELECTED COMBINED FINANCIAL DATA

3. Properties........................................... BUSINESS



4. Security Ownership of Certain Beneficial Owners andManagement.......................................... PRINCIPAL STOCKHOLDERS

5. Directors and Executive Officers..................... MANAGEMENT; CERTAIN EMPLOYEE BENEFIT MATTERS

6. Executive Compensation............................... MANAGEMENT; CERTAIN EMPLOYEE BENEFIT MATTERS

7. Certain Relationships and Related Transactions....... RELATIONSHIP BETWEEN CULBRO AND GRIFFIN AFTER THEDISTRIBUTION; CERTAIN RELATIONSHIPS AND RELATEDTRANSACTIONS.

8. Legal Proceedings.................................... BUSINESS

9. Market Price of and Dividends on the Registrant'sCommon Equity and Related Stockholder Matters....... DIVIDEND POLICY; SHARES ELIGIBLE FOR FUTURE SALE

10. Recent Sales of Unregistered Securities.............. Part II

11. Description of Registrant's Securities to beRegistered.......................................... DESCRIPTION OF CAPITAL STOCK

12. Indemnification of Directors and Officers............ Part II

13. Financial Statements and Supplementary Data.......... INDEX TO FINANCIAL STATEMENTS

14. Changes in and Disagreements with Accountants onAccounting and Financial Disclosure................. N/A

15. Financial Statements and Exhibits

(a) Financial Statements............................. INDEX TO FINANCIAL STATEMENTS

(b) Exhibits......................................... Part II</TABLE>

CULBRO CORPORATION387 PARK AVENUE SOUTH

NEW YORK, NY 10016

June , 1997

To the Shareholders of Culbro Corporation:

Culbro Corporation ("Culbro") currently owns all of the outstanding sharesof Common Stock (the "Common Stock") of Griffin Land & Nurseries, Inc.("Griffin"). Culbro has recently reorganized its subsidiaries so that Griffinnow holds and operates substantially all of Culbro's non-tobacco relatedbusinesses. The enclosed Information Statement contains information regardingthe distribution of the Common Stock of Griffin to the shareholders of Culbro(the "Distribution"). If you are a holder of Culbro common stock on June 23,1997, the record date for the Distribution, you will be entitled to receive one(1) share of Common Stock of Griffin for each share of Culbro common stock youown on that date. Holders of Culbro common stock on the record date will not berequired to make any payment or take any other action in order to receiveGriffin shares in the Distribution. From the date which is two days prior to therecord date until the time of the Distribution, the Culbro common stock isexpected to trade on the New York Stock Exchange in a manner which transfers tothe buyer the right to receive Common Stock in the Distribution. We expect thatGriffin stock certificates will be mailed beginning on or about July 3, 1997.

The principal effect of the Distribution will be to separate Culbro'stobacco related business from its other businesses. After the Distribution, eachbusiness will be conducted by a separate, publicly held corporation, and Culbrowill merge (the "Merger") with and into its other subsidiary, General CigarHoldings, Inc. ("General Cigar").

The Board of Directors of Culbro, which approved the Distribution onDecember 12, 1996, believes that the Distribution will enhance shareholdervalues over the long term by allowing General Cigar and Griffin to concentrateon their respective businesses and providing each company with greaterflexibility in pursuing its independent business objectives. The Culbro Board ofDirectors believes that the Distribution, followed by the Merger, will enablethe investment community to analyze more effectively the investmentcharacteristics, performance and future prospects of each business, enhancingthe likelihood that each will achieve appropriate market recognition of itsvalue. The Board of Directors of Culbro has unanimously approved theDistribution and the Merger. Shareholders of Culbro approved the Merger on June2, 1997.



Details of the Distribution and other important information, including adescription of the business and management of Griffin after the Distribution,are set forth in the accompanying Information Statement, which should bereviewed carefully by shareholders. Shareholder approval of the Distribution isnot required, and we are not soliciting your proxy, with respect to theDistribution.

Shareholders of Culbro with inquiries related to the Distribution shouldcontact A. Ross Wollen at (212) 448-3800.

Sincerely yours,

[SIGNATURE]

Edgar M. Cullman

CHAIRMAN

PRELIMINARY INFORMATION STATEMENT DATED JUNE 4, 1997

A REGISTRATION STATEMENT ON FORM 10 RELATING TO STOCK OF GRIFFIN LAND &NURSERIES, INC. HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BUTHAS NOT YET BECOME EFFECTIVE. INFORMATION CONTAINED HEREIN IS SUBJECT TOCOMPLETION AND AMENDMENT.

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION AND AMENDMENT

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INFORMATION STATEMENT---------------------

GRIFFIN LAND & NURSERIES, INC.COMMON STOCK

(PAR VALUE $0.01 PER SHARE)

This Information Statement is being furnished in connection with a specialdistribution (the "Distribution") by Culbro Corporation ("Culbro") of one (1)share of Common Stock, par value $0.01 per share (the "Common Stock"), ofGriffin Land & Nurseries, Inc. (formerly known as Culbro Land Resources, Inc.)("Griffin") for each share of Culbro common stock, par value $1 per share (the"Culbro Common Stock"), held of record as of the close of business on June 23,1997 (the "Record Date"). The Common Stock initially is expected to trade in the"over the counter" market as quoted on the automated quotation system ElectronicBulletin Board of the National Association of Securities Dealers, Inc. ("NASD").Griffin plans to apply to list the Common Stock on the Nasdaq National Market("NASDAQ") or another securities exchange or stock market, subject to compliancewith the listing requirements of NASDAQ or such other exchange or market. See"THE DISTRIBUTION--Listing and Trading of the Common Stock; No Prior Market forthe Common Stock." The Distribution will result in 100% of the outstandingshares of Common Stock being distributed to the holders of Culbro Common Stock.On July 3, 1997 (the "Distribution Date"), Culbro will deliver all of the issuedand outstanding shares of Common Stock to Chase Mellon Shareholder Services,L.L.C., as distribution agent (the "Distribution Agent"), which in turn willdistribute such shares to the holders of Culbro Common Stock as of the RecordDate. It is expected that certificates representing shares of Common Stock willbe mailed by the Distribution Agent on or about July 3, 1997. See "INTRODUCTION"and "THE DISTRIBUTION--Manner of Effecting the Distribution." Holders of CulbroCommon Stock on the Record Date will not be required to make any payment or takeany other action to receive Common Stock in the Distribution. Following theDistribution Culbro is expected to merge with and into its subsidiary GeneralCigar Holdings, Inc. ("General Cigar").

Griffin owns substantially all of Culbro's non-tobacco related assets andliabilities, including all of its assets and liabilities relating to itslandscape nursery business and Connecticut- and Massachusetts-based real estatebusiness, together with Culbro's approximate 25% interest in CentaurCommunications Limited ("Centaur") and its approximate 50% interest in The EliWitt Company ("Eli Witt").

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NO VOTE OF SHAREHOLDERS IS REQUIRED IN CONNECTION WITH THE DISTRIBUTION.NO PROXIES ARE BEING SOLICITED, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIESAND EXCHANGE COMMISSION OR ANY OTHER FEDERAL OR STATE AUTHORITY,

NOR HAS SUCH COMMISSION OR OTHER AUTHORITY PASSED UPON THEACCURACY OR ADEQUACY OF THIS INFORMATION STATEMENT. ANY

REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS INFORMATION STATEMENT SHALL NOT CONSTITUTE AN OFFER TO SELLOR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES

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The date of this Information Statement is , 1997

SUMMARY OF CERTAIN INFORMATION

THIS SUMMARY IS QUALIFIED BY THE MORE DETAILED INFORMATION SET FORTHELSEWHERE IN THIS INFORMATION STATEMENT, WHICH SHOULD BE READ IN ITS ENTIRETY.UNLESS THE CONTEXT OTHERWISE REQUIRES, (I) REFERENCES IN THE INFORMATIONSTATEMENT TO CULBRO AND GRIFFIN SHALL INCLUDE THEIR RESPECTIVE SUBSIDIARIES AND(II) REFERENCES TO A FISCAL YEAR ARE TO THE TWELVE-MONTH PERIOD ENDED THESATURDAY NEAREST NOVEMBER 30 OF THE YEAR REFERENCED. CERTAIN CAPITALIZED TERMSUSED IN THIS SUMMARY ARE DEFINED ELSEWHERE IN THIS INFORMATION STATEMENT.

<TABLE><S> <C>Distributing Company.............. Culbro Corporation, a New York corporation ("Culbro").

Following the Distribution, Culbro is expected to mergewith and into General Cigar Holdings, Inc., ("GeneralCigar"), a Delaware Corporation.

Distributed Company............... Griffin Land & Nurseries, Inc., a Delaware corporation("Griffin"), which owns substantially all of theConnecticut- and Massachusetts-based real estate and thelandscape nursery businesses previously operated byCulbro, the approximate 25% interest in CentaurCommunications Limited ("Centaur") and the approximate50% interest in The Eli Witt Company ("Eli Witt")previously owned by Culbro. Griffin was incorporatedunder the laws of Delaware on March 10, 1970.

The Distribution.................. On the Distribution Date, all of the outstanding sharesof Common Stock will be delivered to the DistributionAgent. On or about July 3, 1997, the Distribution Agentwill mail stock certificates representing shares ofCommon Stock to holders of record of Culbro Common Stockas of the Record Date. See "THE DISTRIBUTION--Manner ofEffecting the Distribution."

Record Date....................... June 23, 1997.

Distribution Date................. July 3, 1997.

Distribution Ratio................ Each Culbro shareholder will receive one (1) share ofCommon Stock for each share of common stock, $1 parvalue, of Culbro (the "Culbro Common Stock") owned onthe Record Date.

Shares to be Distributed.......... The shares to be distributed to Culbro shareholders (the"Distribution Shares") will constitute all of the sharesof Common Stock outstanding immediately after theDistribution. The number of Distribution Shares willequal the number of shares of Culbro Common Stockoutstanding on the Record Date.

Distribution Agent................ Chase Mellon Shareholder Services, L.L.C.

No Payment Required............... Culbro shareholders will not be required to make anypayment or to take any other action to receive theirportion of the Distribution. See "THEDISTRIBUTION--Manner of Effecting the Distribution."

Conditions to the Distribution.... The Distribution is conditioned upon, among otherthings, (1) declaration of the special dividend by theBoard of Directors of Culbro (the "Culbro Board") and(2) the receipt of a private letter ruling from theInternal Revenue Service (the "IRS") or

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an opinion of counsel, in either case, in form andsubstance satisfactory to the Culbro Board as to the taxconsequences of the Distribution (see "--TaxConsequences"). The Culbro Board has reserved the rightto waive any conditions to the Distribution or, even ifthe conditions to the Distribution are satisfied, toabandon, defer or modify the Distribution at any timeprior to the Distribution Date. See "INTRODUCTION" and"THE DISTRIBUTION--Manner of Effecting theDistribution."

The Merger........................ Following the Distribution, but not before August 26,1997 without the prior written consent of Donaldson,Lufkin & Jenrette Securities Corporation, Culbro willmerge with and into its subsidiary, General Cigar (the"Merger").

Reasons for the Distribution...... The Distribution will formally separate Culbro's tobaccoand non-tobacco related businesses. After theDistribution, each business will be conducted by aseparate, publicly held corporation. The Culbro Boardbelieves that the Distribution will enable themanagement of each company to concentrate its attentionand financial resources on the core businesses of suchcompany, and enhance stockholder value over thelong-term by allowing the investment community toanalyze more effectively the investment characteristics,performance and future prospects of the two distinctbusiness groups. The Culbro Board also believes that theDistribution will provide each company with greaterflexibility in pursuing its independent businessobjectives. See "THE DISTRIBUTION--Background andReasons for the Distribution."

Tax Consequences.................. The Culbro Board has conditioned the Distribution onreceipt of a private letter ruling from the IRS or anopinion of counsel satisfactory to the Culbro Board, ineither case, to the effect, among other things, thatreceipt of shares of Class B Common Stock by holders ofCulbro Common Stock will be tax free. See "THEDISTRIBUTION--Federal Income Tax Aspects of theDistribution."

Trading Market.................... There is currently no public market for the CommonStock. The Common Stock initially is expected to tradein the "over the counter" market as quoted on the NASD'sautomated quotation system Electronic Bulletin Board.Griffin plans to apply to list the Common Stock onNASDAQ or another securities exchange or stock market,subject to compliance with the listing requirements ofNASDAQ or such other exchange or market. See "THEDISTRIBUTION--Listing and Trading of the Common Stock;No Prior Market for the Common Stock," and "RISKFACTORS--No Prior Market for Common Stock."

General Cigar..................... General Cigar Holdings, Inc., incorporated under thelaws of Delaware, is a publicly-held corporation whichconducts the tobacco related businesses of Culbro. InFebruary 1997, General Cigar consummated an initialpublic offering (the "Offering") of

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<TABLE><S> <C>

6,900,000 shares of its Class A Common Stock, par value$0.01 per share (the "Class A Common Stock").

Principal Office of Griffin....... The principal executive offices of Griffin will belocated at One Rockefeller Center, New York, New York,10020.

Board of Directors................ Culbro, as the sole stockholder of Griffin, has electedthe following persons to constitute the Board ofDirectors of Griffin; Edgar M. Cullman, Frederick M.



Danziger, John L. Ernst and Winston J. Churchill, Jr.

Risk Factors...................... See "RISK FACTORS" for a discussion of factors thatshould be considered in connection with the Common Stockreceived in the Distribution.

Financing......................... Prior to the Distribution, Griffin expects to establishfacilities for letters of credit and lines of credit.See "DESCRIPTION OF CERTAIN INDEBTEDNESS."

</TABLE>

4

INTRODUCTION

The Board of Directors of Culbro has declared a special distribution (the"Distribution") of one share of Common Stock of Griffin, for each share ofCulbro Common Stock held as of the Record Date. Culbro will effect theDistribution on the Distribution Date by delivering all of the issued andoutstanding shares of Common Stock to the Distribution Agent for transfer anddistribution to the holders of record of Culbro Common Stock as of the RecordDate. It is expected that certificates representing shares of Common Stock willbe mailed to Culbro shareholders beginning on or about July 3, 1997.

In the summer of 1996, Culbro began considering a major cigar businessacquisition and its financial consequences, including the desirability of makinga public offering of common stock. Culbro reviewed its capital structure withboth its financial advisors and potential underwriters for an offering of commonstock and concluded that the best structure for a public offering was a "pureplay" cigar company with no prior trading history. Culbro believed that thisstructure would provide more net dollars than an offering of Culbro shares and,therefore, was considered to be a more desirable way of raising capital thatwould ultimately benefit Culbro shareholders. To achieve this, Culbro createdGeneral Cigar to make the public offering. The underwriters and financialadvisors also agreed that added liquidity, through not having a holding companystructure with both Culbro and General Cigar as public companies traded on theNew York Stock Exchange ("NYSE"), was desirable. To achieve this end and toreduce ongoing costs, Culbro proposed the Merger following the Distribution sothat the resulting structure would be two public companies, General Cigar andGriffin, each pursuing its separate business with its separate resources. Culbrobelieved that the cigar business thereby would be able to receive substantiallyhigher proceeds from the Offering because it would be viewed as a "pure play"cigar company, and would eventually have greater share liquidity as the resultof the issuance of added public shares at the time of the Merger which theunderwriters viewed as desirable. In addition, the probable discount to (i)Culbro Common Stock associated with holding the cigar business through a holdingcompany that did not own all of the cigar company stock and (ii) the Class ACommon Stock of General Cigar associated with owning stock of an entitycontrolled by a single enterprise with potentially different expansion anddividend policies, would be eliminated by the Merger.

Culbro declared the Distribution because it believes that it is in the bestinterests of Culbro and General Cigar to separate the cigar business from theunrelated businesses of Culbro. By effecting the Distribution, Culbro believesthat Culbro, General Cigar and their shareholders will benefit by allowing thecigar business and non-tobacco related businesses to be evaluated on astand-alone basis.

After the Distribution, the tobacco business will be conducted by GeneralCigar and the non-tobacco businesses will be conducted by Griffin, each as aseparate, publicly held corporation. Effective as of February 27, 1997, Culbrotransferred to Griffin, as a contribution to capital, substantially all of itsassets and liabilities relating to its landscape nursery and Connecticut- andMassachusetts-based real estate businesses, as well as Culbro's interest inCentaur and Eli Witt. Griffin will own and operate substantially all of the realestate and nursery businesses while General Cigar will own and operate thetobacco related businesses. See "BUSINESS." The Distribution is intended toenhance shareholder value over the long term by allowing Griffin and Culbro (andfollowing the Merger, General Cigar) to concentrate on their respectivebusinesses, and by enabling the investment community to analyze more effectivelythe investment characteristics, performance and future prospects of the twodistinct business groups. The Distribution is also intended to provide eachcompany with greater flexibility in pursuing its independent businessobjectives.

For a description of risk factors in connection with the Distribution andthe related transactions described in this Information Statement, see "RISKFACTORS."



Griffin was formed as a subsidiary of Culbro on March 10, 1970. There hasbeen no trading market in the Common Stock. The Common Stock initially isexpected to trade in the "over the counter" market as quoted on the NASD'sautomated quotation system Electronic Bulletin Board. Griffin plans to apply tolist

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the Common Stock on NASDAQ or another securities exchange or stock market,subject to compliance with the listing requirements of NASDAQ or such otherexchange or market.

The Distribution does not require shareholder approval and the Culbro Boardmay abandon, defer or modify the Distribution prior to the Distribution Date.Culbro shareholders will not be entitled to appraisal rights in connection withthe Distribution.

The principal executive offices of Griffin are located at One RockefellerPlaza, New York, New York 10020; telephone number (212) .

RISK FACTORS

Shareholders should note the following risk factors, as well as the otherinformation contained in this Information Statement.

COMPETITION

The landscape nursery business is competitive and Griffin competes against anumber of other companies, including local and regional nursery businesses. Someof Griffin's competitors may be in a stronger financial position than Griffin.Numerous real estate developers operate in the portion of Connecticut andMassachusetts in which Griffin's holdings are concentrated. Some of suchbusinesses compete in each anticipated business of Griffin and may have greaterfinancial resources than Griffin. See "BUSINESS--Competition."

ASSUMED LIABILITIES; THE ELI WITT COMPANY

Pursuant to the terms of the Distribution Agreement, Tax Sharing Agreementand Employee Benefits Allocation Agreement, certain liabilities of Culbro arebeing assumed by Griffin, including liabilities relating to the real estatebusiness and the nursery business, certain specified tax liabilities,liabilities relating to employees of Griffin and all of Culbro's interestsrelating to Eli Witt. As a result of the Asset Transfers, Griffin acquiredCulbro's 50.1% interest in Eli Witt. In November 1996, Eli Witt filed forprotection under Chapter 11 of the Federal Bankruptcy Law. Prior to February1993, Eli Witt was a wholly-owned subsidiary of Culbro and filed consolidatedtax returns with Culbro. Culbro, Eli Witt and other parties engaged in twocomplex acquisitions and reorganizations in 1993 and 1994, pursuant to whichCulbro in 1993 received material distributions both to repay intercompanyindebtedness and as a return of capital from Eli Witt which was used to repayCulbro's debt, including substantial amounts Culbro had previously borrowed fromunaffiliated third parties to fund Eli Witt's business. Culbro subsequentlyloaned $5 million to Eli Witt. It is anticipated that these transactions(including the transfer of funds to Culbro) will be reviewed by Eli Wittcreditors and other parties in interest in connection with the Chapter 11 case.Griffin believes that Eli Witt was solvent at the time of the distributions toCulbro in 1993, and therefore that such distributions would not constitute afraudulent conveyance under applicable federal and state insolvency laws.Griffin is not entitled to contribution from Culbro or General Cigar forliabilities assumed by Griffin relating to the Eli Witt matter. Griffin isobligated to indemnify Culbro and General Cigar for any liability relating tothe Eli Witt matter. To date, one creditor has written to the unsecuredcreditors committee proposing an inquiry into this matter. Any claim based onthe foregoing, if asserted and successfully prosecuted, could have a materialadverse effect on Griffin's financial condition. See "BUSINESS--Legal Matters."

NO OPERATING HISTORY AS AN INDEPENDENT COMPANY

Griffin does not have an operating history as an independent public company.Griffin also will have a new management team in place at the commencement of itsoperation as a public company. The Griffin business has historically relied onCulbro for various financial and administrative services. After theDistribution, Griffin will require its own lines of credit, bankingrelationships and administrative functions

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although Culbro (and following the Merger, General Cigar) will continue toprovide Griffin with certain administrative services for a period of at leastone year following the Distribution Date. There can be no assurance that,following the Distribution, and particularly following the termination ofadministrative relations with Culbro (and following the Merger, General Cigar),Griffin will be able to operate efficiently as an independent publiccorporation.

DIVIDEND POLICY

Griffin's dividend policy will be established by the Griffin Board from timeto time based on the results of operations and financial condition of Griffinand such other business considerations as the Griffin Board considers relevant.It is not anticipated that dividends will be paid for a substantial period oftime following the Distribution. See "DIVIDEND POLICY" and "--Lack of Cash Flowfrom Operations; Need for Additional Cash."

NO PRIOR MARKET FOR COMMON STOCK

There has been no prior trading market for the Common Stock and there can beno assurance as to the prices at which the Common Stock will trade before orafter the Distribution Date. The Common Stock initially is expected to trade inthe "over the counter" market as quoted on the NASD's automated quotation systemElectronic Bulletin Board. Griffin plans to apply to list the Common Stock onNASDAQ or another securities exchange or stock market, subject to compliancewith the listing requirements of NASDAQ or such other exchange or market.Untilthe Common Stock is fully distributed and an orderly market develops, the pricesat which the Common Stock trades may fluctuate significantly. Prices for theCommon Stock will be determined in the trading markets and may be influenced bymany factors, including the depth and liquidity of the market for the CommonStock, investor perceptions of Griffin and its business and general economic andmarket conditions. See "THE DISTRIBUTION--Listing and Trading of the CommonStock; No Prior Market for the Common Stock."

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

Culbro has applied for a Tax Ruling from the IRS to the effect that, amongother things, for United States federal income tax purposes the Distributionwill be tax-free under Section 355 of the Internal Revenue Code of 1986, asamended (the "Code"). See "THE DISTRIBUTION--Federal Income Tax Aspects of theDistribution." The continuing validity of any such ruling, if granted, will besubject to certain factual representations and assumptions. Neither Culbro norGriffin is aware of any facts or circumstances which should cause suchrepresentations and assumptions to be untrue. The Distribution Agreement (asdefined below) provides that neither Culbro nor Griffin is to take any actioninconsistent with, nor fail to take any action required by, the request for theTax Ruling or the Tax Ruling unless required to do so by law or permitted to doso by the prior written consent of the other party or, in certain circumstances,a supplemental ruling or tax opinion. See "RELATIONSHIP BETWEEN CULBRO ANDGRIFFIN AFTER THE DISTRIBUTION--Distribution Agreement."

LACK OF CASH FLOW FROM OPERATIONS; NEED FOR ADDITIONAL CASH

Although neither Griffin nor any of its subsidiaries currently hasoutstanding any material indebtedness, Griffin has operated during the lastseveral years with little positive net cash flow and losses. See "--HistoricalOperating Losses and Net Deficit." In order to develop its real estate business,Griffin either must sell assets or obtain debt financing. Griffin intends toconsider development opportunities, as well as a variety of financing options,including the incurrence of one or more forms of indebtedness. There can be noassurance, however, that any such financing can be obtained by Griffin oncommercially reasonable terms or at all, or that dispositions of assets, if any,can be made in a sufficiently timely fashion to meet Griffin's cash needs, or atprices that reflect the fair market value of such assets at the time of any such

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dispositions. The inability of Griffin to generate cash in the future could havean adverse effect on Griffin's ability to develop its property, financialcondition or results of operations.

POTENTIAL RESTRICTIONS IMPOSED BY THE TERMS OF GRIFFIN'S FUTURE INDEBTEDNESS

The terms and conditions of future debt instruments of Griffin or itssubsidiaries may impose restrictions on Griffin and its subsidiaries thataffect, among other things, their ability to incur debt, pay dividends or makedistributions, make acquisitions, create liens, sell assets, and make certaininvestments. The ability of Griffin and its subsidiaries to comply with theterms of their respective debt instruments can be affected by events beyondtheir control, including events such as changes in prevailing economicconditions, changes in consumer preferences and changes in the competitive



environment, which could impair Griffin's operating performance. There can be noassurance that the assets or cash flows of Griffin or its subsidiaries would besufficient to repay in full borrowings under their respective outstanding debtinstruments, whether upon maturity or in the event of acceleration upon an eventof default, or upon a required repurchase in the event of a change of control,or that Griffin would be able to refinance or restructure the payments on suchindebtedness. See "DESCRIPTION OF CERTAIN INDEBTEDNESS."

HISTORICAL OPERATING LOSSES AND NET DEFICIT; RECENT FORECLOSURE

Griffin in recent years has experienced net losses before extraordinaryitems. In 1996, an office building which had been owned by Griffin and leased tothe State of Connecticut was transferred to the lender to the building in a deedin lieu of foreclosure. Although Griffin believes, based on the current level ofoperations and anticipated growth, that cash flow from operations, cash on handand, if needed, borrowings under an anticipated credit facility will besufficient to fund its future operations in the near term, there can be noassurance that Griffin will operate profitability. At present, 5 individualbuildings owned by Griffin are subject to mortgages aggregating $2.6 million.Each of these buildings experiences net positive cash flow after mortgageservice expenses. There can be no assurance that such net positive cash flowwill continue with respect to all of the properties currently subject tomortgages. See "--Lack of Cash Flow from Operations; Need for Additional Cash,""--Potential Restrictions Imposed by the Terms of Griffin's Future Indebtedness"and "--General Real Estate Investment Risks; Adverse Impact on Ability to MakeDistributions."

LIMITED GEOGRAPHIC DIVERSIFICATION; DEPENDENCE ON CERTAIN REGIONS

Griffin's properties consist almost exclusively of real estate developmentproperties in the Hartford-Springfield corridor of Massachusetts and Connecticutand landscape nursery properties in the New England, Mid-Atlantic andMid-Western states. Griffin's performance will therefore be linked to economicconditions and the market for commercial real estate and landscape nurseryproducts in these regions.

ENVIRONMENTAL MATTERS

Under various federal, state and local laws, ordinances and regulations, anowner or operator of real estate may be required to investigate and clean uphazardous or toxic substances or petroleum product releases at such property andmay be held liable to a governmental entity or to third parties for propertydamage and for investigation and clean-up costs incurred by such parties inconnection with contamination. The cost of investigation, remediation or removalof such substances may be substantial, and the presence of such substances, orthe failure to properly remediate such substances, may adversely affect theowner's ability to sell or rent such property or to borrow using such propertyas collateral. In connection with the ownership (direct or indirect), operation,management and development of real properties, Griffin may be considered anowner or operator of such properties or as having arranged for the disposal ortreatment of hazardous or toxic substances and, therefore, potentially liablefor removal or remediation costs, as well as certain other related costs,including governmental fines and injuries to persons and property. In Simsbury,the value of Griffin's land is affected by the presence of chlordane on aportion of

8

the land which is intended for residential development. Griffin is experimentingwith means of remediation on such lands. Although Griffin believes that it willbe able to take steps to reduce chlordane contamination to levels below thatwhich would impede residential development of such properties, there can be noassurance that Griffin will be able to do so in a timely or economic fashion orat all. In the event that Griffin is unable adequately to remediate thisproperty, its ability to develop such property for its intended purposes wouldbe materially affected. In addition, Griffin is seeking to develop a jointventure to process bulky waste and build a transfer station and recyclingoperation on a portion of its land in East Granby, Connecticut. Although Griffinintends to conduct such operations in compliance with all applicableenvironmental laws, there can be no assurance that Griffin will not incurincremental additional costs in connection with such operations resulting fromenvironmental compliance efforts, or as a result of any future noncompliancewith such laws.



Griffin periodically reviews its properties for the purpose of evaluatingsuch properties' compliance with applicable state and federal environmentallaws. See "BUSINESS--Real Estate Nursery Business" and "BUSINESS--Regulation;Environmental Matters."

GENERAL REAL ESTATE INVESTMENT RISKS; ADVERSE IMPACT ON ABILITY TO MAKEDISTRIBUTIONS; DEPRESSED MARKET FOR REAL ESTATE IN HARTFORD AREA

GENERAL. Income from real property investments may be adversely affected bythe general economic climate (particularly the economic climate of the NewEngland region, where Griffin's properties are located), the attractiveness ofGriffin's commercial development properties to tenants, competition from otheravailable commercial properties, the ability of Griffin to provide adequatemaintenance and insurance, and increased operating costs (including insurancepremiums and real estate taxes). In addition, the northwest quadrant of theHartford area is subject to material zoning and other regulatory restrictions,which can affect Griffin's ability to develop properties in accordance withtheir best use.

DEPRESSED MARKET FOR REAL ESTATE. During the last several years, the realestate market in the Hartford area, particularly that in the northwest quadrantwhere the majority of Griffin's acreage is located, has been depressed by anumber of factors, including the decline of employment in the defense andinsurance industries. There can be no assurance that the condition of the realestate market in this region will improve in the near future.

UNINSURED LOSS. Griffin carries insurance with respect to its propertieswhich it deems reasonable. There may be, however, certain types of lossesagainst which Griffin may not presently be insured.

COSTS OF COMPLIANCE WITH AMERICANS WITH DISABILITIES ACT AND SIMILARLAWS. Under the Americans with Disabilities Act of 1990 (the "ADA"), all placesof public accommodation are required to meet certain federal requirementsrelated to access and use by disabled persons. Although management believes thatits commercial real estate properties are substantially in compliance withpresent requirements of the ADA, Griffin has not conducted an audit orinvestigation to determine its compliance. There can be no assurance thatGriffin will not incur additional costs of complying with the ADA. A number ofadditional federal, state and local laws exist which also may requiremodifications to Griffin's commercial real estate properties, or restrictcertain further renovations thereof, with respect to access thereto by disabledpersons. The ultimate amount of the cost of compliance with the ADA or suchlegislation is not currently ascertainable, and, while such costs are notexpected to have a material effect on Griffin, such costs could be substantial.

SEASONALITY

Sales in Griffin's landscape nursery business are seasonal, peaking in thespring, and are affected by commercial and residential building activity as wellas weather conditions. Disruptions in such building activity, due to adverseweather during the spring season or adverse economic conditions in the regionsin which Griffin conducts its landscape nursery operations, could have anadverse effect on the results of operations of Griffin, taken as a whole.

9

INABILITY TO PREDICT DEMAND

Many of the products developed and/or produced by the landscape nurserybusiness require significant time in order to mature. As a result, the landscapenursery business is dependent upon the ability to accurately estimate demandfrom one to five years in advance of actual demand, making it more difficult forGriffin to react quickly to sudden changes in demand. A sharp increase in demandwhich exceeded Griffin's projections would prevent Griffin from taking fulladvantage of such increase and could have an adverse effect on Griffin'sreputation; conversely, a sharp decrease in demand might cause a loss ofinventory value, result in excess inventory and could otherwise have an adverseeffect on Griffin's results of operations.

THE DISTRIBUTION

GENERAL



On the Distribution Date, Culbro intends to distribute all of theoutstanding shares of Common Stock to holders of record on the Record Date ofCulbro Common Stock. Each holder of Culbro Common Stock will receive one (1)share of Common Stock for each share of Culbro Common Stock held on the RecordDate. Holders of Culbro Common Stock on the Record Date will not be required tomake any payment or to take any other action to receive their portion of theDistribution.

BACKGROUND AND REASONS FOR THE DISTRIBUTION

In the summer of 1996, Culbro began considering a major cigar businessacquisition and its financial consequences, including the desirability of makinga public offering of common stock. Culbro reviewed its capital structure withboth its financial advisors and potential underwriters for an offering of commonstock and concluded that the best structure for a public offering was a "pureplay" cigar company with no prior trading history. Culbro believed that thisstructure would provide more net dollars than an offering of Culbro shares and,therefore, was considered to be a more desirable way of raising capital thatwould ultimately benefit Culbro shareholders. To achieve this, Culbro createdGeneral Cigar to make the public offering. The underwriters and financialadvisors also agreed that added liquidity, through not having a holding companystructure with both Culbro and General Cigar as public companies traded on theNYSE, was desirable. To achieve this end and to reduce ongoing costs, Culbroproposed the Merger following the Distribution so that the resulting structurewould be two public companies, General Cigar and Griffin, each pursuing itsseparate business with its separate resources. Culbro believed that the cigarbusiness thereby would be able to receive substantially higher proceeds from theOffering because it would be viewed as a "pure play" cigar company, and wouldeventually have greater share liquidity as the result of the issuance of addedpublic shares at the time of the Merger which the underwriters viewed asdesirable. In addition, the probable discount to (i) Culbro Common Stock ofGeneral Cigar associated with holding the cigar business through a holdingcompany that did not own all of the cigar company stock and (ii) the Class ACommon Stock associated with owning stock of an entity controlled by a singleenterprise with potentially different expansion and dividend policies, would beeliminated by the Merger.

Culbro declared the Distribution because it believes that it is in the bestinterests of Culbro and General Cigar to separate the cigar business from theunrelated businesses of Culbro. By effecting the Distribution, Culbro believesthat Culbro, General Cigar and their shareholders will benefit by allowing thecigar business and non-tobacco related businesses to be evaluated on astand-alone basis.

After the Distribution, the tobacco business will be conducted by GeneralCigar and the non-tobacco businesses will be conducted by Griffin, each as aseparate, publicly held corporation. The Culbro Board believes that theDistribution will enable the management of each company to concentrate itsattention and financial resources on the core businesses of such company, andenhance stockholder value over the long term by allowing the investmentcommunity to analyze more effectively the investment characteristics,performance and future prospects of the two distinct business groups. The CulbroBoard also believes that the Distribution will provide each company with greaterflexibility in pursuing its independent business objectives.

10

MANNER OF EFFECTING THE DISTRIBUTION

On the Distribution Date, all of the outstanding shares of Common Stock willbe delivered to the Distribution Agent for transfer and distribution to theholders of record of Culbro Common Stock as of the Record Date. It is expectedthat certificates representing shares of Common Stock will be mailed by theDistribution Agent to Culbro shareholders beginning on or about July 3, 1997.

The Board of Directors of Culbro has reserved the right to abandon, defer ormodify the Distribution and the related transactions described in thisInformation Statement at any time prior to 11:59 p.m., New York time, on the dayimmediately preceding the Distribution Date.

No holder of Culbro Common Stock will be required to pay any cash or otherconsideration for the shares of Common Stock received in the Distribution orsurrender or exchange shares of Culbro Common Stock in order to receive CommonStock. The Distribution will not affect the number of, or the rights attachingto, outstanding shares of Culbro Common Stock. All shares of Common Stock will



be fully paid and non-assessable and the holders of those shares will not beentitled to preemptive rights. See "DESCRIPTION OF CAPITAL STOCK--Common Stock."

LISTING AND TRADING OF THE COMMON STOCK; NO PRIOR MARKET FOR THE COMMON STOCK

The Common Stock initially is expected to trade in the "over the counter"market as quoted on the NASD's automated quotation system Electronic BulletinBoard. Griffin plans to apply to list the Common Stock on NASDAQ or anothersecurities exchange or stock market, subject to compliance with the listingrequirements of NASDAQ or such other exchange or market. NASDAQ has informedGriffin that it expects to amend its listing requirements to provide that alisted class of equity securities must have a minimum public float of 1.1million shares, a minimum aggregate market value of $18 million, a minimum priceper share of $5, and a minimum of 400 holders. Griffin initially will haveapproximately 830 shareholders of record, which does not include beneficialowners whose shares are held of record in the names of brokers or nominees,based upon the number of record shareholders of Culbro Common Stock as of April23, 1997, and will have more than 1.1 million shares held by the public,calculated in accordance with the listing requirements of NASDAQ. For certaininformation regarding options to purchase Common Stock that will be outstandingafter the Distribution, see "RELATIONSHIP BETWEEN CULBRO AND GRIFFIN AFTER THEDISTRIBUTION--Related Agreements--Benefits and Employment Matters AllocationAgreement" and "CERTAIN EMPLOYEE BENEFIT MATTERS."

There is not currently a public market for the Common Stock. Prices at whichthe Common Stock may trade cannot be predicted. Until the Common Stock is fullydistributed and an orderly market develops, the prices at which trading in suchCommon Stock occurs may fluctuate significantly. The prices at which the CommonStock trades will be determined by the marketplace and may be influenced by manyfactors, including, among others, the depth and liquidity of the market for theCommon Stock, investor perception of Griffin and the industries in which Griffinparticipates, Griffin's dividend policy and general economic and marketconditions. See "RISK FACTORS--No Prior Market for Common Stock."

Culbro and Griffin have received an opinion from Latham & Watkins, counselto Culbro, to the effect that, among other things, the Distribution does notconstitute a "sale" of the Common Stock to Culbro's shareholders under theSecurities Act. It is Griffin's belief that the Common Stock distributed toCulbro's shareholders in the Distribution, and any Common Stock issued uponexercise of Griffin Options, will be freely transferable, except for securitiesreceived by persons who may be deemed to be "affiliates" of Culbro within themeaning of Rule 144 of the Securities Act, which persons may not publicly offeror sell Common Stock received in connection with the Distribution exceptpursuant to a registration statement under the Securities Act or pursuant toRule 144 (without regard to holding period requirements thereunder). See "SHARESELIGIBLE FOR FUTURE SALE."

FEDERAL INCOME TAX ASPECTS OF THE DISTRIBUTION

On December 16, 1996, Culbro filed a request for a ruling from the IRS tothe effect, among other things, that the Distribution will qualify as a tax freespin-off under Section 355 of the Internal Revenue Code of 1986, as amended (the"Code"), and that, for Federal income tax purposes:

11

(1) No gain or loss will be recognized by (and no amount will beincluded in the income of) a holder of Culbro Common Stock upon the receiptof Common Stock in the Distribution.

(2) The aggregate basis of the Culbro Common Stock and the Common Stockin the hands of the shareholders of Culbro immediately after theDistribution will be the same as the aggregate basis of the Culbro CommonStock held immediately before the Distribution, allocated in proportion tothe fair market value of each.

(3) The holding period of the Common Stock received by the shareholdersof Culbro will include the holding period of Culbro Common Stock withrespect to which the Distribution will be made, provided that suchshareholder held the Culbro Common Stock as a capital asset on theDistribution Date.



(4) No gain or loss will be recognized by Culbro upon the Distribution.

The summary of federal income tax consequences set forth above does notpurport to cover all federal income tax consequences that may apply to allcategories of shareholders. All shareholders should consult their own taxadvisors regarding the particular federal, foreign, state and local taxconsequences of the Distribution to such shareholders.

For a description of the Tax Sharing Agreement pursuant to which Culbro andGriffin have provided for various tax matters, see "RELATIONSHIP BETWEEN CULBROAND GRIFFIN AFTER THE DISTRIBUTION--Related Agreements--Tax Sharing Agreement."

REASONS FOR FURNISHING THE INFORMATION STATEMENT

This Information Statement is being furnished by Culbro solely to provideinformation to Culbro shareholders who will receive Common Stock in theDistribution. It is not, and is not to be construed as, an inducement orencouragement to buy or sell any securities of Culbro or Griffin. Theinformation contained in this Information Statement is believed by Culbro andGriffin to be accurate as of the date set forth on its cover. Changes may occurafter that date, and neither Culbro nor Griffin will update the informationexcept in the normal course of their respective public disclosure practices.

12

RELATIONSHIP BETWEEN CULBRO AND GRIFFIN AFTER THE DISTRIBUTION

For purposes of governing certain relationships between Culbro and Griffinafter the Distribution and providing for an orderly transition, Culbro andGriffin have entered into various agreements, including those described below.Copies of certain of the agreements are included as exhibits to Griffin'sRegistration Statement on Form 10 under the Securities Exchange Act of 1934, asamended (the "Exchange Act"), relating to the Class A Common Stock, and thefollowing discussions with respect to such agreements are qualified in theirentirety by reference to the agreements as filed.

DISTRIBUTION AGREEMENT

In 1997, Culbro, Griffin and General Cigar entered into a distributionagreement (the "Distribution Agreement") which provides for the pro ratadistribution by Culbro to the shareholders of Culbro of all issued andoutstanding shares of Common Stock. Pursuant to the Distribution Agreement,Culbro transferred to General Cigar all of the common stock of General CigarCo., Inc., Club Macanudo, Inc., Club Macanudo (Chicago), Inc. and all ofCulbro's interest in the building located at 387 Park Avenue South, New York,New York. In addition, Culbro transferred to General Cigar Co., Inc.approximately 1,100 acres of its real estate holdings in the Connecticut RiverValley used to cultivate cigar wrapper tobacco. In connection with thesetransfers, General Cigar received all licenses, permits, accounts receivable,prepaid expenses, reserves and other assets related to the cigar business.Pursuant to the Distribution Agreement, Culbro also transferred to Griffinsubstantially all the non-tobacco related assets of Culbro, including: (i) allof the common stock of Imperial Nurseries, Inc., a wholly-owned subsidiary ofCulbro; (ii) approximately 5,500 acres of land in Connecticut and Florida, aswell as several nursery wholesale and retail centers; (iii) Culbro's interestsin Eli Witt and assets previously owned by Eli Witt; (iv) Culbro's 25% interestin Centaur; and (v) all licenses, permits, accounts receivable, prepaidexpenses, reserves and other assets (other than cash) related to the real estateand nursery business. Culbro also transferred to Griffin $7.0 million in cash.Griffin continues to operate the real estate business owned by it prior to theseAsset Transfers.

Pursuant to the Distribution Agreement, General Cigar assumed all ofCulbro's liabilities relating to the tobacco business and the assets transferredto General Cigar and General Cigar Co., Inc., and all of Culbro's retainedindebtedness (other than those liabilities related to the assets transferred toGriffin), including bank and corporate debt, all expenses related to the AssetTransfers (as defined), the Offering, the Distribution and the Merger andcertain other contingent liabilities. Similarly, Griffin assumed all liabilitiesrelating to the real estate business and the nursery business and relating tothe assets transferred to Griffin. These liabilities include all of Griffin'sassumed and retained indebtedness, including bank and corporate debt, otherliabilities relating to the assets transferred to Griffin and certain additionaltax liabilities. Griffin also assumed all liabilities of Culbro related to EliWitt, which filed for relief from creditors under Chapter 11 of the FederalBankruptcy Code in 1996. See "RISK FACTORS--Assumed Liabilities; The Eli WittCompany."



The transfer of certain assets and liabilities of Culbro referred to in theprevious two paragraphs are referred to herein as the "Asset Transfers."

As a result of the Asset Transfers, Culbro has become a holding company,substantially all of the assets of which are the stock of General Cigar andGriffin. Pursuant to the terms of the Distribution Agreement, General Cigar andGriffin will operate independently of each other.

The Distribution Agreement also contains general indemnities between Culbro(or General Cigar, following the Merger) and Griffin and the procedures by whichindemnification may be claimed. The Distribution Agreement provides for, on theone hand, Culbro and General Cigar to indemnify Griffin for any losses,liabilities or damages (including attorneys fees) in connection with any claimor action in respect of any of the liabilities to be assumed or retained byCulbro and General Cigar and, on the other

13

hand, Griffin to similarly indemnify Culbro and General Cigar in connection withany claim or action in respect of any liabilities retained or assumed byGriffin. In each instance, indemnities are limited by insurance proceedsrecovered by the indemnified party that reduce the amount of the loss, liabilityor damage. In addition, the Distribution Agreement contains provisions for theadministration of insurance policies shared by the parties and provisions forthe sharing of information and related services among the parties. Uponconsummation of the Merger, Culbro's obligations with respect to suchindemnities will become the obligations of General Cigar. With respect tocorporate governance, the Distribution Agreement requires the resignation of allGriffin directors and officers from any positions they previously held withCulbro, General Cigar or General Cigar Co., Inc., and each of their respectivesubsidiaries, and the resignation of all directors of Culbro, General Cigar orGeneral Cigar Co., Inc., from any positions they previously held with Griffin,except that Edgar M. Cullman and John L. Ernst will retain their seats on theGriffin board of directors notwithstanding their positions at Culbro and GeneralCigar, and Edgar M. Cullman will be the Chairman of the Board of Griffin.

RELATED AGREEMENTS

TAX SHARING AGREEMENT

Culbro and Griffin have entered into a tax sharing agreement (the "TaxSharing Agreement") that defines the parties' rights and obligations withrespect to filing of returns, payments, deficiencies and refunds of federal,state and other income or franchise taxes relating to Culbro's business for taxyears prior to and including the Distribution. In general, with respect toperiods ending on or before the last day of the taxable year in which theDistribution occurs, Culbro is responsible for (i) filing both consolidatedfederal tax returns for the Culbro affiliated group and combined or consolidatedstate tax returns for any group that includes a member of the Culbro affiliatedgroup, including in each case Griffin and its subsidiaries for the relevantperiods of time that such companies were members of the applicable group and(ii) paying the taxes relating to such returns. Generally, any subsequentadjustments resulting from the redetermination of such tax liabilities by theapplicable taxing authorities will be paid by the member or affiliated group towhich the adjustment relates, with Griffin assuming responsibility for alladjustments relating to Culbro and its affiliates other than General Cigar andits subsidiaries. Griffin is responsible for filing returns and paying taxesrelating to any member of the Griffin affiliated group for periods that beginbefore and end after the Distribution and for periods that begin after theDistribution. Culbro and Griffin have agreed to cooperate with each other and toshare information in preparing such tax returns and in dealing with other taxmatters.

SERVICES AGREEMENT

Culbro and Griffin have entered into a services agreement (the "ServicesAgreement") pursuant to which Culbro has agreed to provide a number ofadministrative and other services to Griffin for a period of at least one year.These services include administration of Griffin's insurance policies, internalaudit, preparation of tax returns, transportation and general in-house legalservices. Griffin will make an annual payment of approximately $550,000 to, andwill reimburse out-of-pocket expenses incurred by, Culbro and its subsidiaries,in connection with such services. Culbro will make the above services availableto Griffin on an as-needed basis for a period of at least one year following theDistribution. Pursuant to the Merger, Culbro's obligations under the ServicesAgreement will be assumed by General Cigar.

BENEFITS AND EMPLOYMENT MATTERS ALLOCATION AGREEMENT

Culbro and Griffin have entered into the Benefits and Employment MattersAllocation Agreement (the "Benefits Agreement") which provides generally for theassumption by General Cigar of certain Culbro employee benefit plans and the



allocation of employee benefits liabilities among Culbro, Griffin and GeneralCigar. In addition, the Benefits Agreement provides that upon the Distributioneach option exercisable for shares of Culbro Common Stock will be converted intoan option exercisable for shares of

14

Culbro Common Stock and an option exercisable for shares of Common Stock ofGriffin. The Benefits Agreement further provides that, following theDistribution upon consummation of the Merger, options then exercisable forCulbro Common Stock will be converted into options exercisable for Common Stockof General Cigar. See "CERTAIN EMPLOYEE BENEFITS MATTERS."

LEASES

Griffin as lessor and General Cigar Co., Inc. as lessee have entered into alease for certain agricultural real property in Connecticut and Massachusetts(the "Agricultural Lease"). The Agricultural Lease is for approximately 500acres of arable land allocated to Griffin for possible commercial development inthe long-term, but which provides General Cigar with a source of ConnecticutShade wrapper tobacco. General Cigar Co., Inc.'s use of the land is limited tothe cultivation of cigar wrapper tobacco. The Agricultural Lease has an initialterm of ten years and will provide for the extension of the lease for additionalperiods thereafter. In addition, at Griffin's option the Agricultural Lease maybe terminated with respect to 100 acres of such land annually upon one year'sprior notice. The rent payable by General Cigar Co., Inc. under the AgriculturalLease will be principally equal to the aggregate amount of all taxes and otherassessments payable by Griffin attributable to the land leased. In addition,Griffin and General Cigar are considering entering into a lease for the use byGeneral Cigar of certain commercial space in Connecticut (the "CommercialLease"). The Commercial Lease, if entered into, would be for approximately25,000 square feet of office space in the Griffin Center South office complex inBloomfield, Connecticut. The Commercial Lease would have an initial term of tenyears and provide for the extension of the lease for additional annual periodsthereafter. The rent payable by General Cigar Co., Inc. under the CommercialLease would be at market rates.

15

SELECTED FINANCIAL DATA

The Selected Combined Financial Data of Griffin for fiscal 1992 and fiscal1993 have been derived from the unaudited combined financial statements ofGriffin. The Selected Combined Financial Data of Griffin for fiscal 1994, fiscal1995 and fiscal 1996 have been derived from the audited Combined FinancialStatements of Griffin included elsewhere in this Information Statement. TheSelected Consolidated Financial Data of Griffin for the thirteen weeks endedMarch 2, 1996 and March 1, 1997 have been derived from the unauditedConsolidated Financial Statements of Griffin included elsewhere in thisInformation Statement. The following Selected Financial Data should be read inconjunction with "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS" and the Financial Statements of Griffin and Notesthereto included elsewhere in this Information Statement. The informationpresented below reflects CMS Gilbreth Packaging Systems, Inc. ("CMS Gilbreth")as a discontinued operation. The 1994, 1995, and 1996 information reflects thedeconsolidation of Eli Witt in April 1994 and subsequent accounting for theinvestment in Eli Witt under the equity method. See Note 12 to the CombinedFinancial Statements for fiscal 1994, fiscal 1995 and fiscal 1996 includedelsewhere in this Information Statement.

<TABLE><CAPTION>

THIRTEEN WEEKS ENDED---------------------MARCH 2, MARCH 1,

1992 1993 1994 1995 1996 1996 1997------------ ------------ ---------- ---------- ---------- ---------- ---------

<S> <C> <C> <C> <C> <C> <C> <C>(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA )

STATEMENT OF OPERATIONS DATA:Net sales and other revenue......... $ 1,028,129 $ 1,239,855 $ 43,024 $ 41,756 $ 46,531 $ 3,352 $ 2,725Operating profit (loss)............. 10,496 11,336 (4,867) 810 (1,245) (1,624) (2,426)Loss from continuing operations..... (1,555) (2,632) (7,157) (4,265) (4,063) (1,967) (2,013)Net income (loss)................... 344 (4,510) (3,833) (580) (4,606) (1,471) (2,013)BALANCE SHEET DATA:Total assets........................ 302,728 316,056 167,421 165,655 101,775 162,446 99,873Working capital..................... 64,602 74,262 28,112 23,069 36,698 20,085 38,231Long-term debt...................... 141,871 172,068 91,614 72,737 38,846 77,916 2,896Culbro Investment................... 44,555 32,406 44,426 61,299 47,449 52,270 90,292</TABLE>



16

UNAUDITED PRO FORMA FINANCIAL DATA

In 1997, Culbro transferred to Griffin substantially all the non-tobaccorelated assets of Culbro, including: (i) all of the common stock of ImperialNurseries, Inc., a wholly-owned subsidiary of Culbro; (ii) approximately 5,500acres of land in Connecticut and Florida, as well as several landscape nurserywholesale and retail centers; (iii) Culbro's interests in Eli Witt and assetspreviously owned by Eli Witt; (iv) Culbro's 25% interest in Centaur; and (v) alllicenses, permits, accounts receivable, prepaid expenses, reserves and otherassets (other than cash) related to the real estate and nursery business. Culbroalso transferred to Griffin $7.0 million in cash. These transactions arereflected in the Consolidated Financial Statements of Griffin. Griffin continuesto operate the real estate business owned by it prior to the Asset Transfers.

The Unaudited Pro Forma Combined Statement of Operations for fiscal 1996 wasprepared to reflect (i) the use of proceeds from the sale of CMS Gilbreth, (ii)the exchange of the shares of preferred stock of Eli Witt in satisfaction of thesubordinated note issued by Culbro to a third party, (iii) the assumption ofcertain liabilities by General Cigar as part of the Asset Transfers (the"Liability Assumption") and the elimination of certain nonrecurring expensesdirectly related to the Distribution and (iv) the effect of the Distribution onGriffin's capital structure, as if these transactions had occured at thebeginning of fiscal 1996. The Unaudited Pro Forma Consolidated Statement ofOperations for the thirteen weeks ended March 1, 1997 was prepared to giveeffect to the Liability Assumption by General Cigar as if it had been completedat the beginning of the period and the elimination of pension expense which willnot be incurred in the future. The Unaudited Pro Forma Consolidated BalanceSheet at March 1, 1997 was prepared to reflect the effect of the Distribution onGriffin's capital structure as if the Distribution had occurred on March 1,1997. The column designated Griffin Historical reflects the results ofoperations and the assets and liabilities, as appropriate, of Griffin andImperial Nurseries on an historical combined basis.

In the opinion of management, all adjustments necessary to fairly presentthis pro forma information have been made. The Unaudited Pro Forma CombinedFinancial Statements are based upon, and should be read in conjunction with, theCombined Financial Statements of Griffin and Notes thereto included elsewhere inthis document. The pro forma information does not purport to be indicative ofthe results that would have been reported had such events actually occurred onthe dates specified, nor is it indicative of Griffin's future results.

17

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS FOR FISCAL 1996

<TABLE><CAPTION>

PRO FORMA ADJUSTMENTS FOR--------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C>LIABILITY

ASSUMPTIONEXCHANGE OF ELI AND NON-

GRIFFIN SALE OF CMS WITT PREFERRED RECURRING GRIFFINHISTORICAL GILBRETH STOCK EXPENSES DISTRIBUTION PRO FORMA----------- ------------- --------------- ----------- ----------- ----------

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)Net sales and otherrevenue.................... $ 46,531 $ 46,531

Costs and expenses:Cost of goods sold.......... 34,210 34,210Selling, general andadministrative expenses.... 12,666 12,666

Other nonrecurringexpense.................... 900 (900)(5)

----------- ------------- ------- ----------- ----------- ----------Operating loss.............. (1,245 ) 900 (345)Income from equityinvestment................. 303 303

Other nonoperating income,net........................ 1,917 (1,917 (3)

Interest expense............ 7,805 (2,859 (1) (2,167 (4) (2,271 (6) 508----------- ------------- ------- ----------- ----------- ----------

Loss before income taxbenefit.................... (6,830 ) 2,859 250 3,171 (550)

Income tax benefit.......... (2,767 ) 1,115 (2) 98 (2) 1,237 (2) (317)----------- ------------- ------- ----------- ----------- ----------



Loss from continuingoperations................. $ (4,063 ) $ 1,744 $ 152 $ 1,934 $ (233)

----------- ------------- ------- ----------- ----------- --------------------- ------------- ------- ----------- ----------- ----------

Loss per common share fromcontinuing operations...... $ (0.05)

--------------------

Weighted average commonshares and equivalentsoutstanding................ 4,664 (7) 4,664

----------- --------------------- ----------

</TABLE>

See Notes to Unaudited Pro Forma Financial Statements.

18

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONSFOR THE THIRTEEN WEEKS ENDED MARCH 1, 1997

<TABLE><CAPTION>

PRO FORMA ADJUSTMENTSFOR

------------------------<S> <C> <C> <C> <C>

LIABILITYASSUMPTIONAND NON-

GRIFFIN RECURRING GRIFFINHISTORICAL EXPENSES DISTRIBUTION PRO FORMA----------- ----------- ----------- ----------

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)Net sales and other revenue................................ $ 2,725 $ 2,725Costs and expenses:Cost of goods sold......................................... 1,943 1,943Selling, general and administrative expenses............... 3,208 3,208

----------- ----------- ----------- ----------Operating loss............................................. (2,426) (2,426)Loss from equity investment................................ (22) (22)Interest expense........................................... 799 (730)(6) 69

----------- ----------- ----------- ----------Loss before income tax benefit............................. (3,247 ) 730 (2,517)Income tax benefit......................................... (1,234 ) 285 (2) (949)

----------- ----------- ----------- ----------Loss from continuing operations............................ $ (2,013 ) $ 445 $ (1,568)

----------- ----------- ----------- --------------------- ----------- ----------- ----------

Loss per common share from continuing operations........... $ (0.33)--------------------

Weighted average common shares and equivalentsoutstanding............................................... 4,803 (7) 4,803

----------- --------------------- ----------

</TABLE>


19

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AS OF MARCH 1, 1997

<TABLE><CAPTION>

PRO FORMAADJUSTMENTS

GRIFFIIN FOR GRIFFIN PROHISTORICAL DISTRIBUTION FORMA---------- ----------- -----------

(IN THOUSANDS)<S> <C> <C> <C>ASSETSCash and cash equivalents............................................... $ 6,498 $ 6,498Accounts receivable, net................................................ 1,730 1,730Inventories............................................................. 30,109 30,109Deferred income taxes................................................... 2,783 2,783



Other current assets.................................................... 801 801---------- ----------- -----------

Total current assets.................................................... 41,921 41,921Property and equipment, net............................................. 12,671 12,671Real estate held for sale or lease, net................................. 27,154 27,154Investment in Centaur Communications, Ltd............................... 14,673 14,673Other assets, including investment in real estate joint venture......... 3,454 3,454

---------- ----------- -----------Total assets............................................................ $ 99,873 $ 99,873

---------- ----------- --------------------- ----------- -----------

LIABILITIES AND CULBRO INVESTMENT/STOCKHOLDERS' EQUITYAccounts payable and accrued liabilities................................ $ 3,448 $ 3,448Long-term debt due within one year...................................... 242 242

---------- ----------- -----------Total current liabilities............................................... 3,690 3,690Long-term debt.......................................................... 2,896 2,896Other noncurrent liabilities............................................ 2,995 2,995

---------- ----------- -----------Total liabiities........................................................ 9,581 9,581

---------- ----------- -----------Culbro Investment....................................................... 90,292 (90,292)(7)Common stock............................................................ 45 (7) 45Additional paid in capital.............................................. 90,247 (7) 90,247

---------- ----------- -----------Total Culbro Investment/stockholders' equity............................ 90,292 90,292

---------- ----------- -----------Total liabilities and Culbro Investment/stockholders' equity............ $ 99,873 $ 99,873

---------- ----------- --------------------- ----------- -----------

</TABLE>


20

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS

(1) Reflects reduction of interest expense as a result of using the proceedsfrom the sale of CMS Gilbreth Packaging Systems, Inc. to reduce debt. Thenet proceeds of approximately $35 million from the sale, which was completedon November 8, 1996, reduced debt under Culbro's Senior Notes and CreditAgreement, which had interest rates of 9.9% and 7.0%, respectively.

(2) Reflects Federal income tax (35%) and state income tax (4%), which is net ofFederal tax benefits.

(3) Reflects the elimination of $2.167 million of income from accrued dividendsand accretion on shares of preferred stock of Eli Witt as a result of theexchange of such preferred stock in satisfaction of a subordinated noteissued by Culbro to a third party, and elimination of other nonoperatingexpense of $0.25 million which Griffin incurred in connection with itsinvestment in Eli Witt.

(4) Reflects the elimination of interest expense on a subordinated note issuedby Culbro to a third party that was satisfied by the exchange of such notefor shares of preferred stock issued by Eli Witt.

(5) Reflects elimination of the other nonrecurring expense directly related tothe Distribution of $0.9 million in 1996. This item represents Griffin'sallocated portion of Culbro's nonrecurring expense for the cost ofterminating a long-term compensation plan and severance for certainemployees in contemplation of the Distribution.

(6) Reflects the reduction of interest expense from the assumption by GeneralCigar of the Culbro general corporate debt that was included on Griffin'shistorical financial statements.

(7) Reflects the Distribution of Griffin's Common Stock to shareholders ofCulbro in a one-for-one ratio. The Common Stock has a par value of $0.01 pershare.

21



MANAGEMENT'S DISCUSSION AND ANALYSISOF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THE FOLLOWING DISCUSSION OF THE HISTORICAL FINANCIAL CONDITION AND RESULTSOF OPERATIONS OF GRIFFIN SHOULD BE READ IN CONJUNCTION WITH THE FINANCIALSTATEMENTS AND THE RELATED NOTES THERETO INCLUDED ELSEWHERE IN THIS INFORMATIONSTATEMENT (F-1 TO F-33). THE FOLLOWING DISCUSSION OF THE PRO FORMA FINANCIALCONDITION AND RESULTS OF OPERATIONS OF GRIFFIN SHOULD BE READ IN CONJUNCTIONWITH THE UNAUDITED PRO FORMA FINANCIAL DATA AND THE RELATED NOTES THERETOINCLUDED ELSEWHERE IN THIS INFORMATION STATEMENT.

OVERVIEW

Griffin is a wholly owned subsidiary of Culbro. Prior to March 18, 1997,Griffin was known as Culbro Land Resources, Inc. Griffin principally owns andoperates landscape nursery and Connecticut-and Massachusetts-based real estateoperations, and other non-tobacco related assets and investments, all of whichwere held by Griffin or transfered to Griffin in the Asset Transfers effectedunder the terms of the Distribution Agreement.

The historical financial statements of Griffin reflect the combined resultsof the operations of all of these businesses and assets. Griffin's results ineach of the periods presented also include allocations to Griffin of Culbrocorporate overhead of $0.4 million in the thirteen weeks ended March 1, 1997(the "1997 first quarter") and $0.4 million in the thirteen weeks ended March 2,1996 (the "1996 first quarter") and $2.4 million, $2.1 million and $1.8 millionin fiscal 1994, fiscal 1995 and fiscal 1996, respectively. Additionally, $0.9million of Culbro nonrecurring expense was allocated to Griffin in fiscal 1996.These allocations, which may not necessarily reflect the additional expensesGriffin would have incurred as a separate stand-alone entity, are deemedreasonable by Griffin management. The combined financial statements includeinterest expense on debt specifically incurred by Griffin, and interest expenseon Culbro general corporate debt. The Culbro debt is included in Griffin'shistorical combined financial statements for the fiscal years ended 1994, 1995and 1996. Pursuant to the Distribution Agreement entered into on February 27,1997, between Culbro, Griffin and General Cigar, the Culbro general corporatedebt included in Griffin's historical financial statements was assumed byGeneral Cigar. This debt is excluded from Griffin's debt structure as of March1, 1997, however, due to the fact that General Cigar did not assume the debtuntil the end of the 1997 first quarter, the interest expense incurred on theCulbro general corporate debt is included in Griffin's historical consolidatedstatement of operations for the thirteen weeks ended March 1, 1997. Thisinterest expense will not be part of Griffin's results of operations on aprospective basis. Therefore, Griffin's results of operations should be read inconjunction with the unaudited combined pro forma results of operations in Note4 of the Combined Financial Statements and the Unaudited Pro Forma CombinedFinancial Statements included elsewhere in this Information Statement.

PRO FORMA 1996 COMPARED TO ACTUAL FISCAL 1996

The following summary financial information and discussion relate toGriffin's 1996 results of operations on a pro forma basis. The pro formaoperating data is presented as if the Liability Assumption, the exchange of thepreferred stock of Eli Witt for the related subordinated note previously issuedby Culbro and the use of proceeds from the disposition of CMS Gilbreth had alloccurred at the beginning of fiscal 1996. The pro forma balance sheet reflectsthe Liability Assumption as if it had occurred at the balance sheet date. Theeffect of the sale of CMS Gilbreth and the exchange of the preferred stock arereflected (eliminated) in Griffin's 1996 Combined Balance Sheet.

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1996 SUMMARIZED FINANCIAL INFORMATION

<TABLE><CAPTION>

1996 1996HISTORICAL PRO FORMA---------- -----------

<S> <C> <C>Net sales................................................................................. $ 46,531 $ 46,531

---------- -----------Operating loss............................................................................ (1,245) (345)Other nonoperating income items........................................................... 2,220 303Interest expense.......................................................................... 7,805 508

---------- -----------Loss before income tax benefit............................................................ (6,830) (550)Income tax benefit........................................................................ (2,767) (317)

---------- -----------Loss from continuing operations........................................................... $ (4,063) $ (233)

---------- --------------------- -----------



Current assets............................................................................ $ 44,068 $ 42,491---------- -----------

Total assets.............................................................................. $ 101,775 $ 100,198---------- --------------------- -----------

Current liabilities....................................................................... $ 7,370 $ 5,836---------- -----------

Long-term debt............................................................................ 38,846 2,846---------- -----------

Culbro Investment/stockholders' equity.................................................... 47,449 87,854---------- -----------

Total liabilities and Culbro Investment/stockholders' equity.............................. $ 101,775 $ 100,198---------- --------------------- -----------

</TABLE>

Net sales remain unchanged because CMS Gilbreth was reported as adiscontinued operation in the historical financial statements. The loweroperating loss reflects the elimination of Griffin's allocated share of anonrecurring corporate expense incurred by Culbro that was directly related tothe Distribution. The lower nonoperating income reflects the elimination of theaccrued dividend income on the Eli Witt preferred stock that was exchanged forCulbro's subordinated note payable (which was assumed by Griffin as part of theAsset Transfers). The retirement of the subordinated note resulted in areduction of interest expense equal to the amount of the dividend income. Thedisposition of the investment in Eli Witt also resulted in the elimination ofapproximately $0.3 million of Eli Witt related expenses.

The reduction in debt from the proceeds from the sale of CMS Gilbreth andthe exchange of the preferred stock of Eli Witt is reflected in the historicalbalance sheet. The lower debt balance and the increase in capital (CulbroInvestment) in the pro forma balance sheet reflect the assumption by GeneralCigar of the allocated Culbro debt, certain of Griffin's employee retirementobligations and other liabilities.

ACTUAL RESULTS OF OPERATIONS

The discussion set forth below relates to the financial condition andresults of operations of Griffin as of and for the thirteen weeks ended March 1,1997 and March 2, 1996, fiscal 1996, fiscal 1995 and fiscal 1994.

THIRTEEN WEEKS ENDED MARCH 1, 1997 COMPARED TO THIRTEEN WEEKS ENDED MARCH 2,1996

Net sales and other revenue decreased $0.6 million, to $2.7 million in the1997 first quarter from $3.3 million in the 1996 first quarter. The decreasereflected lower sales in the landscape nursery and real estate segments. In thelandscape nursery segment, net sales and other revenue decreased $0.2 million,to $2.0 million in the 1997 first quarter from $2.2 million in the 1996 firstquarter. The decrease in the 1997 first quarter reflected lower sales ofhardgoods, including snow and ice removal products, due principally to themilder weather and lower snowfall in the 1997 first quarter, which contrastedsharply with the more severe weather in the 1996 first quarter. Due to theseasonal nature of the business, first quarter sales of landscape nurseryproducts are typically less than 5% of annual sales. Net sales and other revenuein the

23

real estate segment decreased $0.4 million to $0.7 million in the 1997 firstquarter as compared to $1.1 million in the 1996 first quarter. The higher netsales and other revenue in the 1996 first quarter included rental revenue from acommercial property and income related to a real estate joint venture, both ofwhich were disposed of in the 1996 fourth quarter (see below). Additionally,revenue from property management decreased, due principally to lower revenuefrom services provided to tenants.

The operating loss in the landscape nursery segment increased $0.3 millionto $1.8 million in the 1997 first quarter from $1.5 million in the 1996 firstquarter. The increased loss reflects higher expenses, due principally to timing,and the effect of the lower sales. The landscape nursery segment incurs anoperating loss in the first quarter because of the seasonality of its sales. Thereal estate segment incurred an operating loss of $0.2 million in the 1997quarter compared to an operating loss of $0.1 million in the 1996 quarter, dueprincipally to the lower net sales and other revenue.

Interest expense decreased $1.1 million to $0.8 million in the 1997 firstquarter from $1.9 million in the 1996 first quarter. The lower interest expensereflects the lower debt level in the 1997 first quarter as a result of severaltransactions that took place in the fourth quarter last year. These included the



reduction of debt through proceeds received from the sale of CMS Gilbreth andthe sale of Griffin's interest in a real estate joint venture, the exchange ofpreferred stock in Eli Witt and the satisfaction of a nonrecourse mortgage on acommercial property through the transfer of the property to the mortgage holder.

Other nonoperating income, net, in the 1996 first quarter reflected accrueddividends and accretion income on the Eli Witt preferred stock, partially offsetby other expenses related to the investment in Eli Witt. As a result of theexchange of Eli Witt preferred stock, there were no such items in the 1997 firstquarter.

Net loss in the 1996 first quarter included the results of CMS Gilbreth.Since this company was sold, in the 1996 fourth quarter, its results are notincluded in the 1997 first quarter.

FISCAL 1996 COMPARED TO FISCAL 1995

Net sales and other revenue increased 11.4% or $4.7 million, to $46.5million in fiscal 1996 compared to $41.8 million in fiscal 1995. The increase innet sales and other revenue was due to higher net sales and other revenue inboth the landscape nursery and real estate segments. In the landscape nurserysegment, net sales increased 6.2% or $2.1 million to $37.0 million in fiscal1996 from $34.9 million in fiscal 1995. This increase reflected increased salesat the wholesale landscape nursery sales and service centers. Net sales andother revenue in the real estate business increased $2.6 million to $9.5 millionin fiscal 1996 from $6.9 million in fiscal 1995. The increase reflected the saleof Griffin's 30% interest in a joint venture that owns commercial properties inGriffin Center and Griffin Center South. The joint venture sale generated netproceeds of $4.0 million and a pretax loss of $0.4 million. Excluding thistransaction, net sales and other revenue decreased by $1.8 million, due to lowerresidential lot sales and lower sales of undeveloped commercial land.

Griffin incurred an operating loss of $1.2 million in fiscal 1996 comparedto an operating profit of $0.8 million in fiscal 1995. In the landscape nurserysegment, operating profit was $1.6 million in fiscal 1996 compared to $1.7million in fiscal 1995, reflecting higher operating expenses, which offset theeffect of the higher sales. An increase in gross margins to 29.7% in fiscal 1996from 29.1% in fiscal 1995 was due to the effect of a $1.0 million charge in 1995to reserve for excess field-grown plant inventories offset by product mix andcompetitive pricing pressures in fiscal 1996. Operating expenses in thelandscape nursery business increased to 25.7% of net sales in fiscal 1996 from25.1% of net sales in fiscal 1995. The increase reflected higher sellingexpenses, and the operating expenses of a new sales and service center. In thereal estate segment, Griffin incurred an operating loss of $0.3 million infiscal 1996 compared to an operating profit of $1.2 million in fiscal 1995. Thelower results reflected the loss of $0.4 million on the joint venture sale andthe effect of the lower residential and commercial land sales.

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General corporate expense, net, increased to $2.6 million in fiscal 1996from $2.2 million in fiscal 1995. The increase in fiscal 1996 reflects Griffin'sallocated share of a Culbro nonrecurring corporate compensation expense item.

Results from Griffin's equity investment in Centaur increased to $0.3million of equity income in fiscal 1996 from an equity loss of $0.2 million infiscal 1995. The increase reflected improved business conditions for Centaur'spublishing business in the United Kingdom. Other nonoperating income of $1.9million in fiscal 1996 and $0.9 million in fiscal 1995 included principallyaccretion and accrued dividend income on the preferred stock of Eli Witt of $2.2million and $2.3 million in fiscal 1996 and fiscal 1995, respectively. In fiscal1995 the income was partially offset by expenses incurred in connection withGriffin's support for the refinancing of Eli Witt. The accretion and accrueddividend income on the preferred stock equaled the interest expense recorded inthose years on a related exchangeable subordinated note payable. In the 1996fourth quarter shares of preferred stock were exchanged in satisfaction of asubordinated note issued by Culbro and all accrued interest thereon.

Interest expense decreased to $7.8 million in fiscal 1996 from $8.2 millionin fiscal 1995 due to lower debt levels, reflecting the proceeds from the saleof CMS Gilbreth which was used to repay debt.

The results of the discontinued CMS Gilbreth operation in fiscal 1996reflected a loss of $0.5 million, net of tax, compared to income of $3.7million, net of tax, in fiscal 1995. The 1996 results included a net loss on thesale of CMS Gilbreth of $1.3 million partially offset by income from thisbusiness of $0.8 million prior to the sale.

FISCAL 1995 COMPARED TO FISCAL 1994

Net sales and other revenue decreased 2.9% or $1.2 million, to $41.8 millionin fiscal 1995 from $43.0 million in fiscal 1994. The decrease was due to lowernet sales and other revenue in both the nursery products and real estate



business segments. In the landscape nursery segment, net sales decreased 1.2% or$0.4 million to $34.9 million in fiscal 1995 from $35.3 million in fiscal 1994.The decrease reflected slightly lower sales at the wholesale sales and servicecenters. Net sales and other revenue in the real estate segment decreased $0.8million to $6.9 million in fiscal 1995 from $7.7 million in fiscal 1994. Thedecrease was due to lower residential lot sales in fiscal 1995 partially offsetby increased commercial land sales.

Operating profit in fiscal 1995 was $0.8 million compared to an operatingloss of $4.9 million in fiscal 1994. In the landscape nursery segment, operatingprofit was $1.7 million in fiscal 1995 compared to an operating loss of $0.6million in fiscal 1994. The increased operating profit reflected the effect ofhigher margins, which increased to 29.1% in fiscal 1995 from 25.0% in fiscal1994, and lower operating expenses, which decreased to 25.1% of net sales from27.7% in fiscal 1994. The higher gross margins reflected improved pricing andlower costs, partially offset by a $1.0 million charge to reserve for excessfield-grown plant inventories. The decrease in operating expenses reflectedlower selling expenses and improved cost containment measures at the wholesalesales and service centers. In the real estate segment, operating profit was $1.2million in fiscal 1995 as compared to an operating loss of $2.2 million infiscal 1994. The increase principally reflected the effect of a $3.6 millioncharge recorded in 1994 to write off the costs of certain projects that were notdeveloped as originally planned. Excluding that item, operating results weresubstantially unchanged in fiscal 1995 as compared to fiscal 1994. The effect oflower sales of residential lots in fiscal 1995 was substantially offset by lowergeneral and administrative expenses, principally reflecting headcount reduction.

General corporate expense, net, which principally reflects general andadministrative expenses allocated to Griffin from Culbro, increased to $2.2million in fiscal 1995 from $2.0 million in fiscal 1994.

The loss on equity investments was $0.2 million in fiscal 1995 as comparedto a $1.7 million equity loss in fiscal 1994. The change reflected the inclusionin fiscal 1994 of results of Eli Witt prior to the deconsolidation of thatsubsidiary (see Note 12 to the Combined Financial Statements). The investment in

25

Centaur had an equity loss of $0.2 million in fiscal 1995 compared to equityincome of $0.4 million in fiscal 1994. The lower results from Centaur wereattributed to a downturn in the British economy.

Other nonoperating income, net, decreased to $0.9 million in fiscal 1995from $1.4 million in fiscal 1994. The decrease reflected expenses in fiscal 1995related to Griffin's support for the refinancing of Eli Witt, partially offsetby a full year of accretion and accrued dividend income on the Eli Wittpreferred stock in fiscal 1995 versus a partial year of such income in fiscal1994. The accretion income and accrued dividends equaled the interest expense onthe exchangeable subordinated note payable.

Interest expense increased to $8.2 million in fiscal 1995 from $8.0 millionin fiscal 1994. The increase was due principally to a full year of interestexpense on the exchangeable subordinated note payable in fiscal 1995 versus apartial year of interest expense on the subordinated note in fiscal 1994.

Income from the discontinued operation was $3.7 million, net of tax, infiscal 1995 compared to $3.3 million, net of tax, in fiscal 1994. The increasereflected improved margins, due to sales mix, partially offset by higheroperating expenses.

LIQUIDITY AND CAPITAL RESOURCES

Net cash flows used in operating activities of continuing operations were$5.0 million in the 1997 first quarter compared to $0.5 million in the 1996first quarter. The increased use of cash reflected principally a greaterincrease in inventories, a greater reduction of accounts payable and accruedliabilities, and a decrease in deferred income taxes as compared to an increasein the 1996 first quarter. The lower net cash used in investing activities inthe 1997 first quarter reflected the effect of the cash used in the discontinuedoperation in the 1996 first quarter partially offset by higher capitalexpenditures in the landscape nursery business segment in the 1997 firstquarter. Net cash provided by financing activities in the 1997 first quarterreflected an increase in Culbro's general corporate debt that was included inGriffin's financial statements through the date that debt was assumed by GeneralCigar (see below).

Net cash flows used in operating activities of continuing operations were$2.2 million in fiscal 1996 compared to $3.9 million used in operatingactivities in 1995. The lower use of cash reflected principally the benefit fromproceeds from sale of a real estate joint venture, partially offset byreductions in liabilities, including $3.5 million of deferred taxes relating tocontinuing operations, and reductions in accounts payable and accruedliabilities. The net cash flows used in operating activities of continuing



operations in 1995 of $3.9 million compared to $11.6 million used in operatingactivities in fiscal 1994 reflected the lower loss from continuing operations infiscal 1995 compared to fiscal 1994 which also included a noncash gain on saleof Eli Witt stock.

Cash used in operating activities in each of the fiscal years 1994 through1996 includes pretax interest expense of $8.0 million, $8.2 million and $7.8million, respectively, principally on allocated Culbro debt which was used tofund Griffin's operations including both continuing and discontinued operations.Effective February 27, 1997, pursuant to the Distribution Agreement, the Culbrodebt allocated to Griffin in the historical Combined Financial Statements wasassumed by General Cigar and is not an obligation of Griffin.

Net cash flow provided by investing activities in 1996 included principallythe proceeds from the sale of CMS Gilbreth. The investing activities of 1995 and1994 include transactions primarily relating to the investment in Eli Witt. InFebruary 1997, Eli Witt sold all of its assets in a court supervised bankruptcysale. Griffin has no investment related to Eli Witt in its 1996 Combined BalanceSheet and does not expect to receive any proceeds from the sale. See Notes 12and 14 to the Combined Financial Statements for fiscal 1994, fiscal 1995 andfiscal 1996 contained elsewhere in this Information Statement.

Net cash relating to financing activities in each of the fiscal years 1994through 1996 includes net payments of debt, principally the debt that wasallocated by Culbro to Griffin. As a result of the

26

assumption by General Cigar on February 27, 1997, such debt will not be part ofGriffin's debt structure prospectively. Financing activities also included nettransactions with Culbro, including operating cash flow transferred to Culbro infiscal 1996 and cash flow transferred to Griffin by Culbro in fiscal 1995 andfiscal 1994 to paydown the allocated debt and fund Griffin's operations.

Through the date of the Distribution Agreement, February 27, 1997, the cashmanagement and treasury activities of Griffin were integrated with those ofCulbro. Griffin's cash receipts were transferred daily into Culbro's cashaccount and Griffin's cash disbursement accounts were reimbursed by Culbro on adaily basis.

Griffin did not maintain its own separate credit facilities. Culbromaintained credit facilities which it utilized to finance transactions relatingto Griffin. Borrowings under the Culbro credit facilities are reflected inGriffin's Financial Statements through the date that this debt was assumed byGeneral Cigar, which was February 27, 1997. Subsequent to that date, Griffin'scash flows are segregated from Culbro's other subsidiaries. Griffin maintainedan intercompany account with Culbro in which its net cash flow and otherintercompany transactions with Culbro were recorded. See Note 6 in the FinancialStatements for fiscal 1994, fiscal 1995 and fiscal 1996 and Note 4 in theFinancial Statements for the 1997 first quarter and the 1996 first quarter. Theintercompany account with Culbro and Griffin's retained earnings and capitalaccounts are included in the Financial Statements as Culbro Investment.

Historically, Griffin depended on Culbro's credit facilities to fund itsoperations. In accordance with the Distribution Agreement, Griffin received cashof $7.0 million from General Cigar. Griffin intends to negotiate a line ofcredit to fund future real estate projects and for general working capitalpurposes. Management believes, based on the current level of operations andanticipated growth, that the cash flow from operations, cash on hand and, ifneeded, borrowings under an anticipated credit facility will be sufficient tofund its future operations in the next twelve months. Over the long-term,selective asset sales and additional credit facilities may be required to fundcapital projects. Griffin anticipates based on discussions to date withpotential lenders that it will be able to obtain adequate credit facilities.Griffin also believes that it will be able adequately to administer itsoperations following the Distribution and following the expiration of theServices Agreement.

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BUSINESS

Griffin and its subsidiaries comprise principally a landscape nursery andreal estate business. At the end of its 1996 fiscal year Griffin engaged in twoprincipal lines of business: (1) landscape nursery products, comprised ofgrowing container and field-grown landscape nursery products for saleprincipally to landscape nursery mass merchandisers, and owning and operatingwholesale sales and service centers; and (2) real estate, comprised of owning,building and managing commercial and industrial properties and developingresidential subdivisions on real estate owned by Griffin in Connecticut andMassachusetts.



LANDSCAPE NURSERY BUSINESS

The landscape nursery operations of Griffin are operated by its wholly-ownedsubsidiary, Imperial Nurseries, Inc. ("Imperial"). Imperial is a grower,distributor and broker of wholesale landscape nursery stock. The landscapenursery industry is extremely fragmented, with the industry leader having lessthan 1% of total market share. Imperial believes that its volume places it amongthe ten largest landscape nursery companies in the country.

Imperial's growing operations are located on property owned partly byGriffin and partly by Imperial, in Connecticut (1,000 in-ground acres and 400acres for containers) and in northern Florida (350 acres for containers). Thelargest portion of Imperial's container-grown product consists of broad leafevergreens, including azaleas and rhododendron. Container-grown product is heldprincipally from one to five years prior to its sale by Griffin. Itsfield-grown, as opposed to container-grown, product includes principallyevergreen pines, hemlocks, spruce and arborvitae. Imperial also contracts with agrower in the Mid-Atlantic states to grow field-grown product for Imperial. Theagreement provides for Imperial to purchase such product over a five yearperiod. This program is part of a program intended to reduce Imperial'sinvestment in field-grown plants and to shorten its product growing cycles toincrease the profitability of the field-grown business. Imperial is alsoreviewing other approaches to increasing its return on assets. Among thepossible approaches are holding some of its containerized production for alonger period and selling such plants in terra cotta or similar containers forimmediate use by customers and adding a broader selection of perennial flowersdirected at increasing both margin and selling price.

The combined field-grown and container operations serve a market comprisedprincipally of landscapers, retail chain store garden departments, retailnurseries and garden centers, and wholesale nurseries and distributors.Imperial-grown products are also distributed through its own wholesalehorticultural sales and service centers. Imperial's major markets service theNortheast, Mid-Atlantic, Southeast and Mid-West. Nursery sales are seasonal,peaking in spring, and are affected by commercial and residential buildingactivity as well as weather conditions. The largest portion of Imperial's assetsare represented by plant inventories.

Imperial operates eight wholesale horticultural sales and service centerswhich sell a wide range of plant material, including a large portion purchasedfrom growers other than Imperial, and horticultural tools and products to thetrade. The centers owned by Imperial are located in Windsor, Connecticut; Aston,Pennsylvania; Columbus and Cincinnati, Ohio; White Marsh, Maryland; andManassas, Virginia. In addition, Imperial leases centers in Pittsburgh,Pennsylvania and Monroeville, Pennsylvania.

In 1996, Imperial continued to diversify its customer base in order toreduce its dependence on a few large customers. Currently Imperial's sales aremade to a large variety of customers, none of whom represents more than 3% ofsales.

Containerized growing and shipping capacity has been increased to meet thepotential volume and quality needs of Imperial's customers and to capitalize onany growth in the Mid-Atlantic and Mid-West markets.

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REAL ESTATE BUSINESS

Griffin is directly engaged in the real estate development business onportions of its land in Connecticut, with headquarters in Bloomfield,Connecticut. Griffin develops portions of its properties for commercial,residential and industrial use.

During the last several years, the real estate market in the Hartford area,particularly that in the northwest quadrant, where the majority of Griffin'sacreage is located, has been depressed by a number of factors, including thedecline of employment in the defense and insurance industries. There can be noassurance that the condition of the real estate market in this region willimprove in the near future. The development of Griffin's land was also affectedby land planning issues, particularly in the town of Simsbury. In Simsbury, thevalue of Griffin's land is affected by the presence of chlordane on a portion ofthe land which is intended for residential development. Griffin is examiningmeans of remediation on its lands and will seek to subdivide certain of itsSimsbury properties over a reasonable period.

Griffin's most substantial development is Griffin Center in Windsor,Connecticut and Griffin Center South in Bloomfield, Connecticut. Together thesemaster planned developments comprise approximately 600 acres, half of which havebeen developed with nearly 1,750,000 square feet of office and industrial space.



Griffin Center currently includes nine corporate office buildings built byGriffin. During the 1980's, Griffin sold 70% interests in five of the buildingsto a bank-managed real estate investment fund. In 1996, these buildings weresold in a transaction initiated by the successor of that partner. Griffinrecorded a pre-tax loss as a result of this transaction. In the 1980's, Griffinalso sold 70% interests in two other office buildings to an insurance company.Griffin currently maintains a 30% interest in those two office buildings in theGriffin Center Office Complex which aggregate 160,000 square feet. One otheroffice building which had been leased to the State of Connecticut wastransferred to the lender to the building in a deed in lieu of foreclosure in1996.

Griffin Center South, a 130-acre tract, comprises fifteen buildings ofindustrial and research/development space. Nine of these buildings have beenretained by Griffin for rental and are 78% rented. The other buildings have beenbuilt on land sold by Griffin to commercial users who own and occupy the space.Griffin has a master plan state traffic certificate which allows for thedevelopment of an additional 300,000 square feet of space.

Griffin owns a 600-acre tract of land near Bradley International Airport andInterstate 91 known as the New England Tradeport. To date, 140,000 square feetof warehouse and light manufacturing space have been developed and are 95%occupied and a bottling and distribution plant for Pepsi-Cola has been built. Astate traffic control certificate for the future development of 1.3 millionsquare feet has been obtained for the New England Tradeport. Griffin intends todirect its primary efforts at the construction and leasing of light industrialand warehouse facilities at the New England Tradeport. Development at the NewEngland Tradeport will require investment in offsite infrastructure on behalf ofWindsor, Connecticut and improvement of some state or town roads.

Two additional Griffin parcels available for development include 28 acres inthe Day Hill Technology Center in Windsor, and 100 acres in the South WindsorTechnology Center. State traffic certificates have been obtained for theseparcels for 500,000 square feet and 200,000 square feet of development,respectively.

In 1988, a subsidiary of Griffin began infrastructure work at Walden Woods,a 153-acre site in Windsor, Connecticut which was planned to contain more than365 residential units. Prior to 1992 Griffin had built and sold 45 homes beforediscontinuing its home building operations at Walden Woods. Since then twothird-party home builders have completed an additional 64 homes.

Griffin is seeking to develop a joint venture to process bulky waste andbuild a transfer station and recycling operation on a portion of its land inEast Granby, Connecticut. In addition, approximately 500 acres are leased fortobacco growing to General Cigar at rentals approximating carrying cost. Thelease for

29

these properties, which extends for 10 years, may be terminated, as to 100acres, annually on one year's prior notice. Griffin also leases office space toGeneral Cigar.

EQUITY INVESTMENTS

ELI WITT

Griffin owns 50.1% of Eli Witt, a wholesale distributor of tobacco, sundriesand general merchandise. Griffin deconsolidated Eli Witt as of April 25, 1994and subsequently has accounted for its investment in Eli Witt under the equitymethod. In November 1996 Eli Witt filed for protection under Chapter 11 of theFederal Bankruptcy Law. In connection with such filing Eli Witt sold all of itsoperating assets to another wholesale distributor in March 1997. Shareholders ofEli Witt are not expected to receive any proceeds from the sale. See "--LegalMatters."

CENTAUR

Griffin owns approximately 25% of the stock of Centaur, a privately-heldpublisher of business magazines in the United Kingdom. After a period of timewhen results were adversely affected by a number of factors including adversebusiness conditions in the United Kingdom, this business is now profitable. Twomembers of Griffin's Board of Directors are on the Board of Directors ofCentaur. Griffin's investment in Centaur is carried at approximately $14.0million.

FINANCIAL INFORMATION REGARDING INDUSTRY SEGMENTS

See Note 5 to the Combined Financial Statements of Griffin includedelsewhere herein for certain financial information regarding the landscapenursery business and the real estate business.



PROPERTIES

COMMERCIAL REAL ESTATE

<TABLE><CAPTION>

LAND AREALOCATION OF PROPERTY (ACRES)---------------------------------------------------------------------------------- -----------<S> <C>CONNECTICUTBloomfield, CT.................................................................... 220East Granby, CT................................................................... 920Simsbury, CT...................................................................... 860South Windsor, CT................................................................. 103Suffield, CT...................................................................... 350Windsor, CT....................................................................... 1,220

MASSACHUSETTSSouthwick, MA..................................................................... 425

FLORIDAHillsborough County, Florida...................................................... 9Leon County, Florida.............................................................. 6</TABLE>

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NURSERY REAL ESTATE

<TABLE><CAPTION>

LAND AREALOCATION OF PROPERTY (ACRES)---------------------------------------------------------------------------------- -----------<S> <C>FLORIDAQuincy, FL........................................................................ 1,365

PENNSYLVANIA*Aston, PA......................................................................... 17Pittsburgh, PA.................................................................... 10

VIRGINIAManassas, VA...................................................................... 22

OHIOColumbus, OH...................................................................... 12Cincinnati, OH.................................................................... 11

MARYLANDWhite Marsh, MD................................................................... 20</TABLE>

*In addition Griffin leases property in Monroeville, PA.

LEGAL MATTERS

As a result of the Asset Transfers, Griffin has acquired Culbro's 50.1%interest in Eli Witt. In November 1996, Eli Witt filed for protection underChapter 11 of the Federal Bankruptcy Law. Prior to February 1993, Eli Witt was awholly-owned subsidiary of Culbro and filed consolidated tax returns withCulbro. Culbro, Eli Witt and other parties engaged in two complex acquisitionsand reorganizations in 1993 and 1994, pursuant to which Culbro receivedsignificant distributions from Eli Witt to repay Culbro's debt, includingsubstantial amounts Culbro had previously borrowed from unaffiliated thirdparties to fund Eli Witt's business. Culbro subsequently loaned $5 million toEli Witt. It is anticipated that these transactions (including the transfer offunds to Culbro) will be reviewed by Eli Witt creditors and other parties ininterest in connection with the Chapter 11 case. Griffin believes that Eli Wittwas solvent at the time of the distributions to Culbro in 1993, and thereforethat such distributions would not constitute a fraudulent conveyance underapplicable federal and state insolvency laws. Griffin is not entitled tocontribution from Culbro or General Cigar for liabilities assumed by Griffinrelating to the Eli Witt matter. Griffin is obligated to indemnify Culbro andGeneral Cigar for any liability relating to the Eli Witt matter. To date, onecreditor has written to the unsecured creditors committee proposing an inquiryinto this matter. Although Griffin believes that any claim challenging the



distributions described above would be without merit, any such claim, ifasserted and successfully prosecuted, could have a material adverse effect onGriffin's financial condition. See "RISK FACTORS--Assumed Liabilities; The EliWitt Company."

Certain parts of Griffin's property in Simsbury, Connecticut, are affectedby the presence of chlordane. Although the various federal, state and localagencies may have an interest in the matter, there are no proceedings known byGriffin to be contemplated by any of these agencies in connection with possiblechlordane exceedences on such properties.

EMPLOYEES

Griffin employs approximately 260 persons, including 11 in its real estatebusiness and 249 in its landscape nursery business. At present, none of theseemployees is represented by a union. Griffin believes that its relations withits employees are satisfactory.

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COMPETITION

The nursery business is competitive and Griffin competes against a number ofother companies, including local and regional nursery businesses. Some ofGriffin's competitors may be in a stronger financial position than Griffin.Numerous real estate developers operate in the portion of Connecticut andMassachusetts in which Griffin's holdings are concentrated. Some of suchbusinesses compete in each anticipated business of Griffin and may have greaterfinancial resources than Griffin. See "RISK FACTORS--Competition."

REGULATION; ENVIRONMENTAL MATTERS

Under various federal, state and local laws, ordinances and regulations, anowner or operator of real estate may be required to investigate and clean uphazardous or toxic substances or petroleum product releases at such property andmay be held liable to a govermental entity or to third parties for propertydamage and for investigation and clean-up costs incurred by such parties inconnection with contamination. The cost of investigation, remediation or removalof such substances may be substantial, and the presence of such substances, orthe failure to properly remediate such substances, may adversely affect theowner's ability to sell or rent such property or to borrow using such propertyas collateral. In connection with the ownership (direct or indirect), operation,management and development of real properties, Griffin may be considered anowner or operator of such properties or as having arranged for the disposal ortreatment of hazardous or toxic substances and, therefore, potentially liablefor removal or remediation costs, as well as certain other related costs,including governmental fines and injuries to persons and property. In Simsbury,the value of Griffin's land is affected by the presence of chlordane on aportion of the land which is intended for residential use. Griffin isexperimenting with means of remediation on such lands. Although Griffin believesthat it will be able to take steps to reduce chlordane contamination to levelsbelow that which would impede residential development of such properties, therecan be no assurance that Griffin will be able to do so in a timely or economicfashion or at all. In the event that Griffin is unable adequately to remediatethis property, its ability to develop such property for its intended purposeswould be materially affected. In addition, Griffin is seeking to develop a jointventure to process bulky waste and build a transfer station and recyclingoperation on a portion of its land in East Granby, Connecticut. Although Griffinintends to conduct such operations in compliance with all applicableenvironmental laws, there can be no assurance that Griffin will not incurincremental additional costs in connection with such operations resulting fromenvironmental compliance efforts, or as a result of any future noncompliancewith such laws.

Griffin periodically reviews its properties for the purpose of evaluatingsuch properties' compliance with applicable state and federal environmenal laws.Griffin does not anticipate experiencing in the immediate future materialexpense in complying with such laws. See "RISK FACTORS--Environmental Matters."

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MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS



The following table sets forth certain information with respect to Griffin'sexecutive officers, directors and certain other key employees.

<TABLE><CAPTION>NAME AGE POSITION------------------------------------------------ --- ------------------------------------------------<S> <C> <C>Edgar M. Cullman................................ 79 Chairman of the Board and DirectorFrederick M. Danziger........................... 57 President, Chief Executive Officer and DirectorAnthony J. Galici............................... 39 Chief Financial OfficerRichard L. Wyckoff.............................. 36 President of Imperial Nurseries, Inc.John L. Ernst................................... 56 DirectorWinston J. Churchill, Jr........................ 57 Director</TABLE>

EDGAR M. CULLMAN has been the Chairman of the Board of Griffin since April,1997. He has been Chairman of the Board of General Cigar since December, 1996.From 1962 to 1996 he served as Chief Executive Officer of Culbro. Mr. Cullmanhas served as a Director of Culbro since 1961 and has been Chairman of Culbrosince 1975. He also is a Director of Centaur Communications Limited,Bloomingdale Properties, Inc. and Eli Witt. Eli Witt filed for relief from itscreditors under Chapter 11 of the Federal Bankruptcy Code in November 1996.Edgar M. Cullman is the uncle of John L. Ernst and the father-in-law ofFrederick M. Danziger.

FREDERICK M. DANZIGER has been a Director and the President and ChiefExecutive Officer of Griffin since April, 1997, and a director of Culbro since1975. He was previously involved in the real estate operations of Griffin in theearly 1980s. Mr. Danziger has been Of Counsel to the law firm of Latham &Watkins since 1995. From 1974 until 1995, Mr. Danziger was a Member of the lawfirm of Mudge Rose Guthrie Alexander & Ferdon. Mr. Danziger also is a directorof Monro Muffler/Brake, Inc., Bloomingdale Properties, Inc., First FinancialCaribbean Corporation and Centaur Communications Limited, and is a generalpartner of Ryan Instruments, L.P.

ANTHONY J. GALICI has been the Chief Financial Officer of Griffin sinceApril 1997. Mr. Galici has served as Vice President-Assistant Controller ofCulbro since 1995. Prior to 1995, he was Assistant Controller of Culbro.

RICHARD L. WYCKOFF has been the President of Imperial Nurseries, Inc. sinceAugust 1991. From 1990 until August 1991 he served as Vice President-Corporateand Business Development of Culbro. Mr. Wyckoff currently holds numerouspositions on industry associations including The American Association ofNurserymen and Horticulture Research Institute.

JOHN L. ERNST is a Director of Griffin, General Cigar and Culbro. He hasbeen a Director of Griffin since April 1997, a director of General Cigar sinceDecember 1996 and a Director of Culbro since 1983. He is the Chairman of theBoard and President of Bloomingdale Properties, Inc., an investment and realestate company. Mr. Ernst also is a director of the First Financial CaribbeanCorporation.

WINSTON J. CHURCHILL, JR. has been a Director of Griffin since April 1997.Mr. Churchill is also chairman of the board of Central Sprinkler Corporation andIBAH, Inc. and a member of the board of Geotek Communications, Inc. and Tescorp,Inc. He is a managing general partner of SCP Private Equity Partners, L.P., aprivate equity fund sponsored by Safeguard Scientifics Inc., and is chairman ofChurchill Investment Partners, Inc. and CIP Capital, Inc.

EXECUTIVE COMPENSATION

From the time of its incorporation until the date hereof Griffin has been,and following the date hereof until the consummation of the Distribution,Griffin will be a wholly-owned subsidiary of Culbro

33

whose policy decisions are made by Culbro. Neither the Chief Executive Officernor the Chief Financial Officer named above were employees of Griffin prior toApril 1997. Griffin had no Chief Executive Officer prior to April 1997, and nocurrent executive officer of Griffin received material compensation from Griffinduring the last three years.

COMPENSATION OF DIRECTORS

Directors who do not receive compensation as officers or employees of theCompany or any of its affiliates will be paid an annual retainer fee of $10,000and a fee of $500 for each meeting of the Board of Directors or any committeethereof they attend, plus reasonable out-of-pocket expenses. In addition, suchDirectors will receive annually options exercisable for 2,000 shares of Common



Stock exercisable at market prices in existence at the time of grant pursuant tothe Griffin Stock Option Plan. See "CERTAIN EMPLOYEE BENEFIT MATTERS--GriffinStock Option Plan."

CERTAIN EMPLOYEE BENEFIT MATTERS

Griffin and Culbro have entered into the Benefits Agreement which providesgenerally that following the date of the Asset Transfers or the Distribution, asthe case may be, persons employed by Griffin shall cease to be eligible toparticipate in Culbro employee benefit plans and arrangements, and shall insteadbecome eligible to participate in certain employee benefit plans andarrangements maintained or established by Griffin.

GRIFFIN 401(K) PLAN

In connection with the Distribution, Griffin will establish the Griffin Land& Nurseries, Inc. 401(k) Savings Plan (the "Griffin 401(k) Plan"). Employees ofGriffin who participated in the Culbro Companies 401(k) Savings Plan immediatelyprior to the Distribution will become participants in the Griffin 401(k) Planupon the Distribution Date, and as soon as practicable thereafter the accountbalances of persons employed by Griffin after the Distribution will betransferred from the Culbro Companies 401(k) Savings Plan to the Griffin 401(k)Plan. Following the Distribution, employees of Griffin who are employed in theUnited States, are at least age 21 and who have at least one year of servicewill be eligible to participate in the Griffin 401(k) Plan. Subject toapplicable Internal Revenue Code limits, each participating employee will beable to defer any portion of such participating employee's compensation throughsalary deferrals. Griffin may in its discretion "match" employee deferrals eachyear. Any such matching contributions made by Griffin become fully vested afterfive years of service, which includes years of service with Culbro prior to theDistribution.

GRIFFIN STOCK OPTION PLAN

Effective as of the Distribution Date, Griffin will establish the GriffinLand & Nurseries, Inc. 1997 Stock Option Plan (the "Griffin Stock Option Plan").A total of approximately 700,000 shares of Common Stock will be available forissuance under the Griffin Stock Option Plan. Of such 700,000 shares, 250,000will be available for issuance with respect to new options that may be grantedto certain officers, employees, consultants and directors of Griffin followingthe Distribution. The Griffin Stock Option Plan will be administered by theCompensation Committee of the Board of Directors of Griffin, and each optiongranted under the Griffin Stock Option Plan will be evidenced by a written stockoption agreement that will set forth the material terms of the option, includingthe exercise price and vesting schedule. Options granted under the Griffin StockOption Plan may be either incentive stock options or non-qualified stockoptions. Incentive stock options issued under the Griffin Stock Option Plan willsatisfy certain Internal Revenue Code requirements applicable thereto.

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Immediately prior to the Distribution, Griffin intends to grant options tothe following persons in the amounts set forth below with exercise pricesdetermined by the mean between the opening representative bid and asked pricesfor the Common Stock as quoted on the NASD's automated quotation systemElectronic Bulletin Board on the first trading day immediately following theDistribution Date.

<TABLE><CAPTION>NAME NUMBER OF SHARES--------------------------------------------------------------------------- -----------------<S> <C>Frederick M. Danziger......................................................Anthony J. Galici..........................................................John Fletcher III..........................................................Richard L. Wyckoff.........................................................Martha Collier.............................................................Jay Fisher.................................................................</TABLE>

In addition to the 250,000 shares available for issuance with respect topost-Distribution stock option grants, approximately 450,000 additional shares



will be available for issuance upon the exercise of Culbro stock options thatare reformed as Griffin Options (as defined below) pursuant to the BenefitsAgreement, and such reformed Griffin Options shall be administered under theGriffin Stock Option Plan pursuant to the terms governing the original Culbrooptions as in effect immediately prior to the Distribution.

The Benefits Agreement provides that as of the Distribution Date, eachcurrent holder of an option to acquire shares of Culbro Common Stock under anyCulbro stock option plan or agreement will receive in exchange therefor twoseparately exercisable options, one option to purchase shares of Culbro CommonStock (a "Culbro Option") and one option to purchase shares of Common Stock (a"Griffin Option"), each containing terms substantially equivalent in theaggregate to those of such holder's pre-Distribution option. With respect toeach holder of a nonqualified option, the combined aggregate exercise price ofthe Culbro Option and the Griffin Option shall be equal to the aggregateexercise price of the pre-Distribution option. With respect to each holder of anincentive stock option, the number of shares with respect to which each CulbroOption and each Griffin Option are exercisable, and the exercise price for eachCulbro Option and each Griffin Option, will be set so as to preserve theExercise Ratio and the Aggregate Spread (both as defined below) attributed tooptions currently outstanding, such determination to be based on the respectivetrading prices of Culbro common stock and Griffin common stock following theDistribution. The "Exercise Ratio" of the Culbro Option and the Griffin Option,respectively, shall be set such that on a share by share basis, the ratio of theexercise price of the Culbro Option and the Griffin Option to the value ofCulbro common stock or Griffin common stock, respectively, shall be equal to theratio of the pre-Distribution exercise price to the pre-Distribution value ofstock subject to the option. The "Aggregate Spread" of an option is an amountequal to the difference between the exercise price of the option and the priceof a share of Culbro common stock immediately prior to the Distributionmultiplied by the number of shares underlying such option.

MISCELLANEOUS BENEFIT PLANS

Following the Asset Transfer Date, persons employed by Griffin who wereeligible to participate in any of the employee welfare benefit plans orarrangements providing life, hospitalization, medical and long-term disabilityinsurance maintained by Culbro for its salaried and certain hourly paidemployees will continue to be eligible to participate in such plans andarrangements for the remainder of the 1997 fiscal year, and Griffin willparticipate in certain fee sharing arrangements with Culbro (or General Cigar,following the Merger) with respect to such plans. Following the 1997 fiscalyear, Griffin intends to maintain substantially similar welfare benefit plansand arrangements for the benefit of its eligible employees. Following theDistribution Date, persons employed by Griffin shall cease to accrue any furtherbenefits under the Culbro Retirement Plan and Griffin will not assume anyliabilities or obligations with respect to the Culbro Retirement Plan. Griffinwill assume sole responsibility for any payment due to Anthony Galici under anyCulbro Annual Incentive Compensation Plan payable with respect to the 1997fiscal year.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Since December 1, 1995, Frederick M. Danziger, President and Chief ExecutiveOfficer of Griffin and a member of the Cullman & Ernst Group, the son-in-law ofEdgar M. Cullman and the husband of Lucy C. Danziger, has been Of Counsel to thelaw firm of Latham & Watkins. During Culbro's 1996 fiscal year, such firmreceived fees and disbursements of approximately $1.5 million from Culbro forservices rendered. See "PRINCIPAL STOCKHOLDERS."

Messrs. Cullman, Danziger and Ernst are members of the Board of Directors ofBloomingdale Properties, Inc. of which Mr. Ernst is Chairman and President andother members of the Cullman & Ernst Group are associated. Real estatemanagement and advisory services have been provided to Culbro by an affiliate ofBloomingdale Properties, Inc. A fee of approximately $200,000 was paid by Culbroin 1996 for management of Culbro's New York office building and for other realestate advisory services. John Fletcher, an employee of Bloomingdale Properties,Inc., was a director of Griffin until April 1997 and is expected to be retainedby Griffin as a consultant. The terms of his consulting arrangement have not yetbeen determined.

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PRINCIPAL STOCKHOLDERS

Culbro beneficially owns all of the outstanding shares of Common Stock.Following the Distribution the holders of Culbro Common Stock immediately



preceding the Distribution will own a number of shares of Common Stock equal tothe number of issued and outstanding shares of Culbro Common Stock, constituting100% of the outstanding Common Stock. For a description of the Common Stock, see"DESCRIPTION OF CAPITAL STOCK."

The following table sets forth certain information regarding beneficialownership of the Culbro Common Stock as of June 3, 1997 and by each person whois known by Griffin to beneficially own more than 5% of the outstanding sharesof Culbro Common Stock, each director of Griffin and all directors of Griffin asa group. There are no executive officers of Griffin who received materialcompensation for services rendered to Griffin and whose ownership of any sharesof Common Stock would be required to be included in the following table. As ofMay 5, 1997, on a pro forma basis after giving effect to the Distribution, thepersons listed below would have held Common Stock in the amounts and percentagesset forth below. Unless otherwise indicated, the address of each person named inthe table below is c/o Culbro Corporation, 387 Park Avenue South, New York, NewYork, 10016-8899.

<TABLE><CAPTION>

CULBRO COMMON STOCKPRIOR TO THEDISTRIBUTION

------------------------SHARES

BENEFICIALLY PERCENT OFNAME OF BENEFICIAL OWNER OWNED(1) TOTAL------------------------------------------------------------------------ ----------- -----------<S> <C> <C>Edgar M. Cullman (2).................................................... 974,874 21.4%Edgar M. Cullman, Jr. (2)............................................... 891,658 19.6Louise B. Cullman (2)(3)................................................ 834,347 18.3Susan R. Cullman (2)(3)................................................. 784,529 17.2Lucy C. Danziger (2)(3)................................................. 1,051,264 23.1John L. Ernst (2)....................................................... 420,271 9.2Frederick M. Danziger (2)(3)............................................ 164,120 3.6Anthony J. Galici (4)................................................... 5,673 *B. Bros. Realty Limited Partnership (5)................................. 233,792 5.1Gabelli Funds, Inc. (6)................................................. 882,200 19.4All officers and directors as a group (2 persons)(7).................... 1,564,938 34.3</TABLE>

------------------------

* less than 1%

(1) This information reflects the definition of beneficial ownership adopted bythe Securities and Exchange Commission (the "Commission"). Beneficialownership shown reflects sole investment and voting power, except asreflected in footnote 2. Where more than one person shares investment andvoting power in the same shares such shares may be shown more than once.Such shares are reflected only once, however, in the total for all directorsand officers. Excluded are shares held by charitable foundations and trustsof which members of the Cullman and Ernst Group are officers and directors.As of June 3, 1997, a group consisting of Messrs. Cullman, direct members oftheir families and trusts for their benefit, Mr. Ernst, his sister anddirect members of their families and trusts for their benefit, a partnershipin which members of the Cullman and Ernst families hold substantial directand indirect interests and charitable foundations and trusts of whichmembers of the Cullman and Ernst families are directors or trustees, ownedan aggregate of approximately 2,235,020 shares of Culbro Common Stock(approximately 50% of the outstanding shares of Culbro common stock). Amongothers, Messrs. Cullman, Mr. Ernst and to a lesser extent Mr. Danziger (whois a member of the Cullman & Ernst Group) hold investment and voting poweror shared investment and voting power over such shares. Certain of suchshares are pledged as security for loans payable under standard pledge

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arrangements. A form filed with the SEC on behalf of the Cullman & ErnstGroup states that there is no formal agreement governing the group's holdingand voting of such shares but that there is an informal understanding thatthe persons and entities included in the group will hold and vote togetherthe shares owned by each of them in each case subject to any applicablefiduciary responsibilities. Louise B. Cullman is the wife of Edgar M.Cullman. Susan R. Cullman and Lucy C. Danziger are the daughters of Edgar M.



Cullman and Louise B. Cullman, and Lucy C. Danziger is the wife of FrederickM. Danziger. Edgar M. Cullman Jr. is the son of Edgar M. Cullman and LouiseB. Cullman.

(2) Included within the Culbro shares shown as beneficially owned by Edgar M.Cullman are 863,576 shares in which he holds shared investment and/or votingpower; included within the shares shown as beneficially owned by Mr. Ernstare 411,321 shares in which he holds shared investment and/or voting power;included within the shares shown as beneficiary owned by Mr. Danziger are147,578 shares in which he holds shares investment and/or voting power; andincluded within the shares shown as beneficially owned by Edgar M. Cullman,Jr. are 751,490 shares in which he holds shared investment and/or votingpower. Included within the shares shown as beneficially owned by Louise B.Cullman are 730,937 shares in which she holds shared investment and/orvoting power; included within the shares shown as beneficially owned bySusan R. Cullman are 690,042 shares in which she holds shared investmentand/or voting power; included within the shares shown as beneficially ownedby Lucy C. Danziger are 969,422 shares in which she holds shared investmentand/or voting power. Excluded in each case are shares held by charitablefoundations and trusts in which such persons or their families or trusts fortheir benefit are officers and directors. Messrs. Cullman, Ernst, Danzigerand Cullman, Jr. disclaim beneficial interest in all shares over which thereis shared investment and/or voting power and in all excluded shares.

(3) The address of each of Louise B. Cullman, Susan R. Cullman, Lucy C. Danzigerand Frederick M. Danziger is c/o 641 Lexington Avenue, New York, New York.

(4) Includes 4,400 shares subject to Culbro Options exercisable within 60 days.Upon consummation of the Distribution such Culbro Options will beexercisable for approximately the same number of shares of Class A CommonStock. See "CERTAIN EMPLOYEE BENEFIT MATTERS--Griffin Stock Option Plan."

(5) The address of B. Bros. Realty Limited Partnership ("B. Bros.") is 641Lexington Avenue, New York, New York. Lucy C. Danziger and John L. Ernst arethe general partners of B. Bros.

(6) The address of such person is Gabelli Funds, Inc., One Corporate Center,Rye, New York, NY 10580. A form filed with the SEC in September 1991 byGabelli Funds, Inc. as subsequently amended indicates that the securitieshave been acquired by Gabelli Funds, Inc. and its wholly-owned subsidiarieson behalf of their investment advisory clients. Culbro has been informedthat no individual client of Gabelli Funds, Inc. has ownership of more than5% of Culbro's common stock.

(7) Excluding shares held by certain charitable foundations the officers and/ordirectors of which include certain officers and directors of the Company.

DESCRIPTION OF CAPITAL STOCK

Griffin's authorized capital stock consists of 10,000,000 shares of CommonStock and 5,000,000 shares of preferred stock, par value $0.01 per share (the"Preferred Stock"). The following summary description of the capital stock ofGriffin is qualified in its entirety by reference to the form of Amended andRestated Certificate of Incorporation of Griffin (the "Amended Certificate") andBy-Laws of Griffin (the "By-Laws"), a copy of each of which is filed as anexhibit to the Registration Statement on Form 10 of which this InformationStatement forms a part.

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COMMON STOCK

The holders of Common Stock are entitled to one vote per share on allmatters to be voted upon by the stockholders. Subject to preferences that may beapplicable to any outstanding Preferred Stock, the holders of Common Stock areentitled to receive ratably such dividends, if any, as may be declared from timeto time by the Board of Directors out of funds legally available for thatpurpose. See "Dividend Policy." In the event of a liquidation, dissolution orwinding up of the Company, the holders of the Common Stock are entitled to shareratably in all assets remaining after payment of liabilities, subject to priordistribution rights of Preferred Stock, if any, then outstanding. The CommonStock has no preemptive or conversion rights or other subscription rights. Thereare no redemption or sinking fund provisions applicable to the Common Stock. Alloutstanding shares of Common Stock are fully paid and nonassessable, and theshares of Common Stock to be issued in the Distribution will be fully paid andnonassessable.



PREFERRED STOCK

The Board of Directors, without further stockholder authorization, isauthorized to issue, from time to time, Preferred Stock in one or more series,to establish the number of shares to be included in any such series and to fixthe designations, powers, preferences and rights of the shares of each suchseries and any qualifications, limitations or restrictions thereof, includingdividend rights and preferences over dividends on the Common Stock, conversionrights, voting rights, redemption rights, the terms of any sinking fund thereforand rights upon liquidation. The ability of the Griffin Board to issue PreferredStock, while providing flexibility in connection with financing, acquisitionsand other corporate purposes, could have the effect of discouraging, deferringor preventing a change in control of Griffin or an unsolicited acquisitionproposal, since the issuance of Preferred Stock could be used to dilute theshare ownership of a person or entity seeking to obtain control of Griffin. Inaddition, because the Griffin Board has the power to establish the preferences,powers and rights of the shares of any such series of Preferred Stock, it mayafford the holders of any Preferred Stock preferences, powers and rights(including voting rights) senior to the rights of the holders of Common Stock,which could adversely affect the rights of holders of Common Stock.

SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW

Section 203 ("Section 203") of the General Corporation Law of the State ofDelaware (the "DGCL") provides, in general, that a stockholder acquiring morethan 15% of the outstanding voting stock of a corporation subject to Section 203(an "Interested Stockholder") but less than 85% of such stock may not engage incertain Business Combinations (as defined in Section 203) with the corporationfor a period of three years subsequent to the date on which the stockholderbecame an Interested Stockholder unless (i) prior to such date the corporation'sboard of directors approved either the Business Combination or the transactionin which the stockholder became an Interested Stockholder or (ii) the BusinessCombination is approved by the corporation's board of directors and authorizedby a vote of at least 66 2/3% of the outstanding voting stock of the corporationnot owned by the Interested Stockholder. The Amended Certificate contains aprovision electing not to be governed by Section 203.

LIMITATIONS ON DIRECTORS' LIABILITY

The Amended Certificate contains a provision which eliminates the personalliability of a director to Griffin and its stockholders for certain breaches ofhis or her fiduciary duty of care as a director.

This provision does not, however, eliminate or limit the personal liabilityof a director (i) for any breach of such director's duty of loyalty to Griffinor its stockholders, (ii) for acts or omissions not in good faith or whichinvolve intentional misconduct or a knowing violation of law, (iii) underDelaware statutory provisions making directors personally liable, under anegligence standard, for unlawful dividends or unlawful stock repurchases orredemptions or (iv) for any transaction from which the director derived an

39

improper personal benefit. This provision offers persons who serve on the Boardof Directors of Griffin protection against awards of monetary damages resultingfrom breaches of their duty of care (except as indicated above), includinggrossly negligent business decisions made in connection with takeover proposalsfor Griffin. As a result of this provision, the ability of Griffin or astockholder thereof to successfully prosecute an action against a director for abreach of his duty of care has been limited. However, the provision does notaffect the availability of equitable remedies such as an injunction or recisionbased upon a director's breach of his duty of care. The SEC has taken theposition that the provision will have no effect on claims arising under thefederal securities laws.

In addition, the Amended Certificate and By-Laws provide mandatoryindemnification rights, subject to limited exceptions, to any person who was oris party or is threatened to be made a party to any threatened, pending orcompleted action, suit or proceeding by reason of the fact that such person isor was a director or officer of Griffin, or is or was serving at the request ofGriffin as a director or officer of another corporation, partnership, jointventure, trust, employee benefit plan or other enterprise. Such indemnificationrights include reimbursement for expenses incurred by such person in advance ofthe final disposition of such proceeding in accordance with the applicableprovisions of the DGCL.

TRANSFER AGENT AND REGISTRAR

Chase Mellon Shareholder Services, LLC is the transfer agent and registrarfor the Common Stock.



POWER TO ISSUE ADDITIONAL SHARES OF COMMON STOCK AND PREFERRED STOCK

Griffin believes that the power of the Griffin Board to issue additionalauthorized but unissued shares of Common Stock and Preferred Stock and toclassify or reclassify unissued shares of Griffin capital stock and thereafterto cause Griffin to issue such classified or reclassified shares of stock willprovide Griffin with increased flexibility in structuring possible futurefinancings and acquisitions and in meeting other needs which may arise. Theadditional classes or series, as well as the Common Stock and Preferred Stock,will be available for issuance without further action by Griffin's stockholders,unless such action is required by applicable law or the rules of any stockexchange or automated quotation system on which Griffin's securities may belisted or traded. Although the Griffin Board has no intention at the presenttime of doing so, it could authorize Griffin to issue a class or series thatcould, depending upon the terms of such class or series, delay, defer or preventa transaction or a change in control of Griffin that might involve a premiumprice for holders of Common Stock or otherwise be in their best interests.

DIVIDEND POLICY

The payment and amount of cash dividends on the Common Stock after theDistribution will be subject to the discretion of the Griffin Board. Griffin'sdividend policy will be reviewed by Griffin's Board of Directors from time totime as may be appropriate and payment of dividends on the Common Stock willdepend upon Griffin's financial position, capital requirements and other factorsas the Griffin Board deems relevant. Subject to the foregoing, Griffin presentlydoes not intend to pay cash dividends in the foreseeable future.

DESCRIPTION OF CERTAIN INDEBTEDNESS

Griffin presently does not have any material indebtedness. It is expected,however, that Griffin will explore a variety of financing options, including thepossible establishment of a revolving credit facility, in order to fund futurereal estate development opportunities. The terms and conditions of future debtinstruments of Griffin or its subsidiaries may impose restrictions on Griffinand its subsidiaries that affect, among other things, their ability to incurdebt, pay dividends or make distributions, make acquisitions, create liens, sellassets, and make certain investments. In addition, the terms and conditions ofsuch indebtedness may restrict the ability of Griffin to pay dividends exceptunder certain circumstances.

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SHARES ELIGIBLE FOR FUTURE SALE

Immediately after consummation of the Distribution, Griffin will haveoutstanding a number shares of Common Stock equal to the number of shares ofCulbro Common Stock outstanding immediately prior to the Distribution. As ofJune 2, 1997, there were 4,559,132 shares of Culbro Common Stock outstanding.

Griffin intends to file a registration statement on Form S-8 under theSecurities Act to register the sale of 700,000 shares of Common Stock reservedfor issuance under the Griffin Stock Option Plan, including 450,000 shares ofCommon Stock issuable upon exercise of outstanding Culbro Options following theDistribution and 250,000 shares of Common Stock issuable upon exercise of newlyissued options under the Griffin Stock Option Plan. See "CERTAIN EMPLOYEEBENEFIT MATTERS--Griffin Stock Option Plan." As a result, any shares of CommonStock issued upon exercise of such stock options will be available, subject tospecial rules for affiliates, for resale in the public market.

In general, under Rule 144, as currently in effect, (i) a person (or personswhose shares are required to be aggregated) who has beneficially owned shares ofCommon Stock as to which at least two years have elapsed since such shares weresold by Griffin or by an affiliate of Griffin in a transaction or chain oftransactions not involving a public offering ("restricted securities") or (ii)an affiliate of Griffin who holds shares of Common Stock that are not restrictedsecurities may sell, within any three-month period, a number of such shares thatdoes not exceed the greater of 1% of the Common Stock then outstanding or theaverage weekly trading volume in the Common Stock during the four calendar weekspreceding the date on which notice of such sale required under Rule 144 wasfiled. Sales under Rule 144 also are subject to certain provisions relating tothe manner and notice of sale and availability of current public informationabout Griffin. Affiliates of Griffin must comply with the requirements of Rule144, including the one-year holding period requirement, to sell shares of CommonStock that are restricted securities. Furthermore, if a period of at least twoyears has elapsed from the date restricted securities were acquired from Griffinor an affiliate of Griffin, a holder of such restricted securities who is not anaffiliate of Griffin at the time of the sale and has not been an affiliate of



Griffin at any time during the three months prior to such sale would be entitledto sell such shares without regard to the volume limitation and other conditionsdescribed above.

All shares of Common Stock will be eligible for sale in the public marketimmediately after consummation of the Distribution; PROVIDED, that all of suchshares held by the members of the Cullman & Ernst Group may be resold onlypursuant to, and in accordance with, the volume, manner of sale and otherconditions of Rule 144 described above.

Prior to the Distribution, there has been no public market for the CommonStock. Although Griffin can make no prediction as to the effect, if any, thatsales of shares of Common Stock by the Cullman & Ernst Group or any other personwould have on the market price prevailing from time to time, sales ofsubstantial amounts of Common Stock (including shares issued upon the exerciseof stock options) or the perception that such sales could occur, could adverselyaffect prevailing market prices.

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ADDITIONAL INFORMATION

Griffin has filed with the Commission a Registration Statement on Form 10under the Exchange Act with respect to the Common Stock described herein. ThisInformation Statement does not contain all of the information set forth in theRegistration Statement and the exhibits and schedules thereto. Furtherinformation may be obtained from the Registration Statement and such exhibitsand schedules. Copies of these documents may be inspected at and obtained at thepublic reference facilities maintained by the Commission at 450 Fifth Street,N.W., Washington, D.C. 20549 and at the Regional Offices of the Commission at 7World Trade Center, Suite 1300, New York, New York 10048 and at 500 West MadisonStreet, Suite 1400, Chicago, Illinois 60661. Such reports and other documentsmay be obtained from the web site that the Commission maintains athttp://www.sec.gov. Copies of such information can also be obtained by mail fromthe Public Reference Section of the Commission at 450 Fifth Street, N.W.,Washington, D.C. 20549 at prescribed rates.

Following the Distribution, Griffin will be required to comply with thereporting requirements of the Exchange Act and will file annual, quarterly andother reports with the Commission. Additionally, Griffin will be subject to theproxy solicitation requirements of the Exchange Act and will furnish annualreports containing audited financial statements to its stockholders inconnection with its annual meetings of stockholders.

No person is authorized to give any information or to make anyrepresentations other than those contained in this Information Statement. Anyother information or representations given or made must not be relied upon ashaving been authorized. This Information Statement does not constitute an offerto sell or a solicitation of an offer to buy any securities. The delivery ofthis Information Statement must not under any circumstances be construed as animplication that there has been no change in the affairs of Griffin subsequentto the date of this Information Statement.

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INDEX TO FINANCIAL STATEMENTS

<TABLE><S> <C>INTERIM FINANCIAL STATEMENTS

Consolidated Statement of Operations for the Thirteen Weeks Ended March 2, 1996 andMarch 1, 1997....................................................................... F-2

Consolidated Balance Sheet as of November 30, 1996 and March 1, 1997................. F-3

Consolidated Statement of Cash Flows for the Thirteen Weeks Ended March 2, 1996 andMarch 1, 1997....................................................................... F-4

Notes to Consolidated Financial Statements........................................... F-5

ANNUAL FINANCIAL STATEMENTS

Report of Independent Accountants.................................................... F-9

Combined Statement of Operations for the Fiscal Years Ended December 3, 1994,



December 2, 1995 and November 30, 1996.............................................. F-10

Combined Balance Sheet as of December 2, 1995 and November 30, 1996 and Pro FormaCombined Balance Sheet as of November 30, 1996...................................... F-11

Combined Statement of Cash Flows for the Fiscal Years Ended December 3, 1994,December 2, 1995 and November 30, 1996.............................................. F-12

Notes to Combined Financial Statements............................................... F-13</TABLE>

F-1


CONSOLIDATED STATEMENT OF OPERATIONS

(DOLLARS IN THOUSANDS)(UNAUDITED)

<TABLE><CAPTION>

FOR THE 13 WEEKS ENDED,----------------------------MARCH 2, 1996 MARCH 1, 1997------------- -------------

<S> <C> <C>Net sales and other revenue........................................................ $ 3,352 $ 2,725Costs and expenses:

Cost of goods sold............................................................... 2,408 1,943Selling, general and administrative expenses..................................... 2,568 3,208

------------- -------------Operating loss..................................................................... (1,624) (2,426)Loss from equity investments in Centaur............................................ (18) (22)Other nonoperating income, net..................................................... 337 --Interest expense................................................................... 1,902 799

------------- -------------Loss before income tax benefit..................................................... (3,207) (3,247)Income tax benefit................................................................. (1,240) (1,234)

------------- -------------Loss from continuing operations.................................................... (1,967) (2,013)Income from discontinued operation, net of taxes of $321........................... 496 --

------------- -------------Net loss........................................................................... $ (1,471) $ (2,013)

------------- -------------------------- -------------

</TABLE>

See Notes to Consolidated Financial Statements.

F-2


CONSOLIDATED BALANCE SHEET

(DOLLARS IN THOUSANDS)

<TABLE><CAPTION>

NOVEMBER 30, 1996----------------- MARCH 1, 1997

-------------(UNAUDITED)

<S> <C> <C>ASSETS

CURRENT ASSETSCash and cash equivalents...................................................... $ 7,371 $ 6,498Accounts receivable, less allowance of $302 and $304........................... 3,962 1,730Inventories.................................................................... 27,530 30,109Deferred income taxes.......................................................... 4,047 2,783Other current assets........................................................... 1,158 801

-------- -------------TOTAL CURRENT ASSETS........................................................... 44,068 41,921

Property and equipment, net.................................................... 12,676 12,671Real estate held for sale or lease, net........................................ 26,862 27,154Investment in Centaur Communications, Ltd...................................... 14,695 14,673Other assets, including investment in real estate joint venture of $3,403 and

$3,348....................................................................... 3,474 3,454-------- -------------

TOTAL ASSETS................................................................... $ 101,775 $ 99,873



-------- --------------------- -------------

LIABILITIES AND CULBRO INVESTMENT

CURRENT LIABILITIESAccounts payable and accrued liabilities....................................... $ 7,093 $ 3,448Long-term debt due within one year............................................. 277 242

-------- -------------TOTAL CURRENT LIABILITIES...................................................... 7,370 3,690

Long-term debt................................................................. 38,846 2,896Other noncurrent liabilities................................................... 8,110 2,995

-------- -------------

TOTAL LIABILITIES.............................................................. 54,326 9,581

CULBRO INVESTMENT.............................................................. 47,449 90,292-------- -------------

TOTAL LIABILITIES AND CULBRO INVESTMENT........................................ $ 101,775 $ 99,873-------- --------------------- -------------

</TABLE>


F-3


CONSOLIDATED STATEMENT OF CASH FLOWS


(UNAUDITED)

<TABLE><CAPTION>

FOR THE 13 WEEKS ENDED,----------------------------

<S> <C> <C>MARCH 2, 1996 MARCH 2, 1997------------- -------------

OPERATING ACTIVITIES:Net loss........................................................................... $ (1,471) $ (2,013)Adjustments to reconcile net loss to cash used in operating activities:Depreciation and amortization...................................................... 575 504Income from discontinued operation, before tax..................................... (817) --Loss from equity investment in Centaur............................................. 18 22Discount and interest on subordinated note......................................... 587 --Accretion and dividend income on Series B preferred stock.......................... (587) --Deferred income taxes.............................................................. 1,276 (313)Changes in assets and liabilities, net of effect of Liability Assumption:

Accounts receivable.............................................................. 1,875 2,221Inventories...................................................................... (1,778) (2,579)Real estate held for sale or lease............................................... 112 (475)Accounts payable and accrued liabilities......................................... (1,395) (2,111)

Other.............................................................................. 1,103 (252)------------- -------------

Net cash used in operating activities of continuing operations..................... (502) (4,996)Cash used in operating activities of discontinued operation........................ (317) --

------------- -------------Net cash used in operating activities.............................................. (819) (4,996)

------------- -------------

INVESTING ACTIVITIES:Additions to property and equipment................................................ (143) (327)Investing activities of discontinued operation..................................... (321) --

------------- -------------Net cash used in investing activities.............................................. (464) (327)

------------- -------------

FINANCING ACTIVITIES:Net transactions with Culbro, excluding Liability Assumption....................... (7,558) (2,765)Payments of debt................................................................... (81) (37)Increase in debt................................................................... 5,000 7,252

------------- -------------Net cash (used in) provided by financing activities................................ (2,639) 4,450

------------- -------------Net decrease in cash and cash equivalents.......................................... (3,922) (873)Cash and cash equivalents at beginning of period................................... 7,687 7,371

------------- -------------Cash and cash equivalents at end of period......................................... $ 3,765 $ 6,498



------------- -------------------------- -------------

</TABLE>


F-4


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)

1. BASIS OF PRESENTATION

The unaudited consolidated financial statements of Griffin Land & Nurseries("Griffin"), a wholly owned subsidiary of Culbro Corporation ("Culbro") havebeen prepared in conformity with the standards of accounting measurement setforth in Accounting Principles Board Opinion No. 28 and any amendments theretoadopted by the Financial Accounting Standards Board. Also, the financialstatements have been prepared in accordance with the accounting policies statedin Griffin's audited 1996 Combined Financial Statements and should be read inconjunction with the Notes to Combined Financial Statements appearing in thatreport. All adjustments, comprising only normal recurring adjustments, whichare, in the opinion of management, necessary for a fair presentation of resultsfor the interim periods have been reflected.

The results in the 1996 quarter include CMS Gilbreth Packaging Systems, Inc.("CMS Gilbreth") as a discontinued operation. This business was sold in the 1996fourth quarter.

The results of operations for the thirteen week period ended March 1, 1997are not necessarily indicative of the results to be expected for the full year.

2. CERTAIN TRANSACTIONS

Griffin, Culbro and General Cigar Holdings, Inc. ("GC Holdings"), a Culbrosubsidiary, entered into a Distribution Agreement (the "Distribution Agreement")on February 27, 1997. The Distribution Agreement provided for (i) theconsummation of the Asset Transfers (see below), (ii) the Distribution ofGriffin's common stock to the existing shareholders of Culbro (the"Distribution") following the initial public offering (the "Offering") of GCHoldings Class A common stock, and (iii) following the Distribution, the mergerof Culbro, subject to certain conditions, with and into GC Holdings (the"Merger"). The Offering was completed on February 28, 1997. The Distribution isprincipally contingent upon (i) either a favorable tax ruling (which Culbro hasapplied for) or an opinion of counsel satisfactory to Culbro that theDistribution constitutes a tax free organization under Section 355 of theInternal Revenue Code and (ii) approval of the Merger by the holders of 66 2/3%of the outstanding Culbro common stock.

Pursuant to the Distribution Agreement, Culbro transferred to Griffinsubstantially all the non-tobacco related assets of Culbro, including: (i) allof the outstanding common stock of Imperial Nurseries, Inc., a wholly ownedsubsidiary of Culbro; (ii) approximately 5,500 acres of land in Connecticut andFlorida, as well as nursery wholesale service centers; (iii) Culbro's interestsin Eli Witt and assets previously owned by Eli Witt; (iv) its 25% interest inCentaur Communications, Ltd. ("Centaur"); and (v) all licenses, permits,accounts receivable, prepaid expenses, reserves and other assets (other thancash) related to the real estate and nursery businesses. The DistributionAgreement also provided for the assumption by Griffin of all of the liabilitiesrelated to the businesses and assets transferred to Griffin from Culbro.Pursuant to the Distribution Agreement, Griffin was given $7 million in cash.All of the transferred assets and related liabilities are included in theaccompanying consolidated financial statements at Culbro's historical cost.

The Distribution Agreement also provided that, on February 27, 1997, GCHoldings assumed all of Culbro general corporate debt and certain otherliabilities, principally retirement obligations, which are included in Griffin'shistorical financial statements (the "Liability Assumption"). See Note 3 for thepro forma effect of the Liability Assumption on Griffin's results of operations.

F-5


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




(UNAUDITED)

2. CERTAIN TRANSACTIONS (CONTINUED)As a result of the transactions described above, Culbro is a holding

company, substantially all of the assets of which are the stock of Griffin andGC Holdings. Pursuant to the terms of the Distribution Agreement, Griffin and GCHoldings will operate independently of each other.

The Distribution Agreement also provides that Culbro undertake a pro ratadistribution of Griffin common stock to the shareholders of Culbro.

3. CONSOLIDATED CONDENSED PRO FORMA FINANCIAL INFORMATION

The following consolidated condensed unaudited pro forma statement ofoperations of Griffin gives effect to the Liability Assumption by GC Holdings asif it had been completed at the beginning of the respective periods. Theunaudited pro forma statement of operations for the 1996 first quarter alsogives effect to the use of the proceeds from the sale of CMS Gilbreth and theexchange of Series B preferred stock of Eli Witt in satisfaction of Griffin'sobligations to a third party on the related subordinated note payable(transactions which were completed in the 1996 fourth quarter) as if they hadbeen completed at the beginning of the 1996 first quarter. The LiabilityAssumption is already reflected in Griffin's March 1, 1997 balance sheet. Theconsolidated condensed unaudited pro forma statement of operations presentedherein may not necessarily reflect the results of operations had thesetransactions actually taken place on the assumed dates.

CONSOLIDATED CONDENSED PRO FORMA STATEMENT OF OPERATIONS (UNAUDITED)

<TABLE><CAPTION>

FOR THE 13 WEEKS ENDED,----------------------------

<S> <C> <C>MARCH 2, 1996 MARCH 1, 1997------------- -------------

Net sales.......................................................................... $ 3,352 $ 2,725------------- -------------

Operating loss..................................................................... (1,624) (2,426)Loss from equity investment........................................................ (18) (22)Interest expense................................................................... 153 69

------------- -------------Loss before income tax benefit..................................................... (1,795) (2,517)Income tax benefit................................................................. (689) (949)

------------- -------------Loss from continuing operations.................................................... $ (1,106) $ (1,568)

------------- -------------------------- -------------

</TABLE>

4. RELATED PARTY TRANSACTIONS

CULBRO INVESTMENT

Griffin maintained an intercompany account with Culbro in which intercompanytransactions, including cash transfers and the liability for benefit andinsurance costs and allocated general and administrative expenses describedbelow, were recorded. The balance in the intercompany account at the end of eachperiod presented has been included in Culbro Investment in the consolidatedbalance sheet. The Culbro

F-6




(UNAUDITED)

4. RELATED PARTY TRANSACTIONS (CONTINUED)Investment account also includes the cumulative net earnings of Griffin and itscapital stock. The changes in the Culbro Investment account are summarized asfollows:

<TABLE>



<CAPTION>FOR THE 13 WEEKS ENDED

----------------------------MARCH 2, 1996 MARCH 1, 1997------------- -------------

<S> <C> <C>Balance beginning of period........................................................ $ 61,299 $ 47,449Net loss........................................................................... (1,471) (2,013)

------------- -------------59,828 45,436

------------- -------------Transactions with Culbro:

Liability Assumption............................................................. -- 47,621Net operating cash flow transferred to Culbro.................................... (7,026) (1,957)Allocated Culbro general and administrative expenses............................. 387 426Intercompany income tax benefits................................................. (919) (1,234)

------------- -------------Total transactions with Culbro, net................................................ (7,558) 44,856

------------- -------------Balance end of period.............................................................. $ 52,270 $ 90,292

------------- -------------------------- -------------

</TABLE>

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

A portion of Culbro management time and resources were related to Griffin'soperations, and Culbro also performed certain specific administrative functionsfor Griffin, including legal, tax, treasury, human resources and internal audit.The consolidated statement of operations reflects general and administrativeexpenses of $0.4 million in each of the thirteen-week periods ended March 2,1996 and March 1, 1997, allocated by Culbro to Griffin for these services. Thesecharges were based principally on Griffin's proportionate share of expensesrelating to the Culbro corporate activities associated with Griffin's operationsand are considered by management to be reasonable. These amounts may notnecessarily be indicative of the actual general and administrative expensesGriffin would have incurred had it operated independently during the periodspresented.

5. LONG-TERM DEBT

Long-term debt includes:

<TABLE><CAPTION>

NOVEMBER 30, 1996 MARCH 1, 1997----------------- -------------

<S> <C> <C>Credit Agreement........................................... $ 36,000 $ --Mortgages.................................................. 2,644 2,626Capital leases............................................. 479 512

------- ------Total...................................................... 39,123 3,138Less: due within one year.................................. 277 242

------- ------Total long-term debt....................................... $ 38,846 $ 2,896

------- ------------- ------

</TABLE>

F-7




(UNAUDITED)

5. LONG-TERM DEBT (CONTINUED)On February 27, 1997, pursuant to the Distribution Agreement, Culbro's

general corporate debt that had been included in Griffin's financial statementswas assumed by GC Holdings, and therefore will not be part of Griffin's debtstructure prospectively.

6. SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION

INVENTORIES

Inventories consists of:

<TABLE>



<CAPTION>NOVEMBER 30, 1996 MARCH 1, 1997----------------- -------------

<S> <C> <C>Raw materials and supplies................................. $ 742 $ 1,126Work-in-process............................................ 15,112 16,662Finished goods............................................. 11,676 12,321

------- -------------$ 27,530 $ 30,109

------- -------------------- -------------

</TABLE>

PROPERTY AND EQUIPMENT

Property and equipment consist of:

<TABLE><CAPTION>

ESTIMATED USEFUL LIVES NOVEMBER 30, 1996 MARCH 1, 1997---------------------- ----------------- -------------

<S> <C> <C> <C>Land............................... $ 5,982 $ 5,998Buildings and improvements......... 10 to 40 years 3,807 3,807Machinery and equipment............ 3 to 20 years 12,337 12,438

------- -------------22,126 22,243

Accumulated depreciation........... (9,450) (9,572)------- -------------

$ 12,676 $ 12,671------- -------------------- -------------

</TABLE>

F-8

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholderof Griffin Land & Nurseries, Inc.

In our opinion, the accompanying combined balance sheet and the related combinedstatements of operations and of cash flows present fairly, in all materialrespects, the combined financial position of Griffin Land & Nurseries, Inc. (awholly-owned subsidiary of Culbro Corporation) at December 2, 1995 and November30, 1996 and the results of their combined operations and their combined cashflows for each of the fiscal years ended December 3, 1994, December 2, 1995 andNovember 30, 1996 in conformity with generally accepted accounting principles.These financial statements are the responsibility of the Company's management;our responsibility is to express an opinion on these financial statements basedon our audits. We conducted our audits of these statements in accordance withgenerally accepted auditing standards which require that we plan and perform theaudit to obtain reasonable assurance about whether the financial statements arefree of material misstatement. An audit includes examining, on a test basis,evidence supporting the amounts and disclosures in the financial statements,assessing the accounting principles used and significant estimates made bymanagement, and evaluating the overall financial statement presentation. Webelieve that our audits provide a reasonable basis for the opinion expressedabove.

PRICE WATERHOUSE LLPNew York, New YorkApril 7, 1997

F-9


COMBINED STATEMENT OF OPERATIONS


<TABLE><CAPTION>

FOR THE FISCAL YEARS ENDED,--------------------------------DEC. 3, DEC. 2, NOV. 30,

1994 1995 1996---------- --------- ---------

<S> <C> <C> <C>Net sales and other revenue..................................................... $ 43,024 $ 41,756 $ 46,531Costs and expenses:

Cost of goods sold............................................................ 30,034 28,389 34,210



Selling, general and administrative expenses.................................. 14,257 12,557 12,666Other nonrecurring expense.................................................... 3,600 -- 900

---------- --------- ---------Operating (loss) profit......................................................... (4,867) 810 (1,245)Gain on sale of Eli Witt stock.................................................. 2,691 -- --(Loss) income from equity investments, net...................................... (1,728) (153) 303Other nonoperating income, net.................................................. 1,446 923 1,917Interest expense................................................................ 7,978 8,193 7,805

---------- --------- ---------Loss before income tax benefit.................................................. (10,436) (6,613) (6,830)Income tax benefit.............................................................. (3,279) (2,348) (2,767)

---------- --------- ---------Loss from continuing operations................................................. (7,157) (4,265) (4,063)

---------- --------- ---------Discontinued operation:

Loss on sale of discontinued operation, net of tax benefit and reversal ofdeferred taxes of $4,182.................................................... -- -- (1,311)

Income from discontinued operation, net of taxes (1994--$2,273; 1995--$2,580;1996--$527)................................................................. 3,324 3,685 768

---------- --------- ---------Net income (loss) from discontinued operation................................... 3,324 3,685 (543)

---------- --------- ---------Net loss........................................................................ $ (3,833) $ (580) $ (4,606)

---------- --------- ------------------- --------- ---------

</TABLE>

See Notes to Combined Financial Statements.

F-10


COMBINED BALANCE SHEET


<TABLE><CAPTION>

DEC. 2, NOV. 30,1995 1996

---------- ---------- PRO FORMA FORLIABILITY

ASSUMPTION (A)NOV. 30, 1996

---------------(UNAUDITED)

<S> <C> <C> <C>ASSETS

CURRENTS ASSETSCash and cash equivalents................................................ $ 7,687 $ 7,371 $ 7,371Accounts receivable, less allowance of $338 and $302..................... 3,961 3,962 3,962Inventories.............................................................. 25,931 27,530 27,530Deferred income taxes.................................................... -- 4,047 2,470Other current assets..................................................... 1,572 1,158 1,158

---------- ---------- ---------------TOTAL CURRENT ASSETS..................................................... 39,151 44,068 42,491

Property and equipment, net.............................................. 12,619 12,676 12,676Real estate held for sale or lease, net.................................. 31,907 26,862 26,862Investment in preferred stock of Eli Witt................................ 15,122 -- --Investment in Centaur Communications, Ltd................................ 14,392 14,695 14,695Other assets, including investments in real estate joint ventures of

$7,964 and $3,403...................................................... 10,356 3,474 3,474Net assets of discontinued operation..................................... 42,108 -- --

---------- ---------- ---------------TOTAL ASSETS............................................................. $ 165,655 $ 101,775 $ 100,198

---------- ---------- ------------------------- ---------- ---------------

LIABILITIES AND CULBRO INVESTMENT

CURRENT LIABILITIESAccounts payable and accrued liabilities................................. $ 8,114 $ 7,093 $ 5,559Long-term debt due within one year....................................... 7,968 277 277

---------- ---------- ---------------TOTAL CURRENT LIABILITIES................................................ 16,082 7,370 5,836

Long-term debt........................................................... 72,737 38,846 2,846Deferred income taxes.................................................... 3,692 -- --Other noncurrent liabilities and deferred credit......................... 11,845 8,110 3,662

---------- ---------- ---------------



TOTAL LIABILITIES........................................................ 104,356 54,326 12,344

COMMITMENTS AND CONTINGENCIES (SEE NOTE 14) -- -- --

CULBRO INVESTMENT........................................................ 61,299 47,449 87,854---------- ---------- ---------------

TOTAL LIABILITIES AND CULBRO INVESTMENT.................................. $ 165,655 $ 101,775 $ 100,198---------- ---------- ------------------------- ---------- ---------------

</TABLE>

------------------------

(a) Reflects the reduction of certain liabilities that were transferred to andassumed by General Cigar Holdings, Inc. pursuant to a DistributionAgreement. The liabilities include principally the Culbro debt of $36million, certain accrued retirement obligations and other items.


F-11


COMBINED STATEMENT OF CASH FLOWS


<TABLE><CAPTION>

FOR THE FISCAL YEARS ENDED,---------------------------------DEC. 3, DEC. 2, NOV. 30,

1994 1995 1996---------- --------- ----------

<S> <C> <C> <C>OPERATING ACTIVITIES:Net loss........................................................................ $ (3,833) $ (580) $ (4,606)Adjustments to reconcile net loss to cash provided by (used in) operating

activities:Depreciation and amortization................................................... 2,142 2,416 2,405Loss (income) from discontinued operation, before tax........................... (5,597) (6,265) 4,198Gain on sale of Eli Witt common stock........................................... (2,691) -- --Loss (income) from equity investments........................................... 1,728 153 (303)Discount and interest on subordinated note...................................... 1,446 2,349 2,167Accretion and dividend income on preferred stock of Eli Witt.................... (1,446) (2,349) (2,167)Proceeds from sale of investment in real estate joint venture................... -- -- 4,042Deferred income taxes........................................................... (2,995) 1,533 (7,739)Changes in assets and liabilities which increased (decreased) cash:

Accounts receivable........................................................... (991) (177) (303)Inventories................................................................... (554) (1,159) (1,599)Real estate held for sale or lease............................................ 3,248 611 506Accounts payable and accrued liabilities...................................... (4,714) 499 (1,474)

Other, net...................................................................... 2,612 (902) 2,648---------- --------- ----------

Net cash used in operating activities of continuing operations.................. (11,645) (3,871) (2,225)Cash provided by operating activities of discontinued operation................. 10,235 9,435 3,547

---------- --------- ----------Net cash (used in) provided by operating activities............................. (1,410) 5,564 1,322

---------- --------- ----------INVESTING ACTIVITIES:Proceeds from sale of discontinued operation.................................... -- -- 35,030Additions to property and equipment............................................. (625) (847) (1,378)Investment in Eli Witt subordinated note........................................ -- (5,000) --Proceeds from Eli Witt repayment of a mortgage loan to the Company.............. 8,000 -- --Proceeds from the sale of Eli Witt common stock................................. 672 -- --Investing activities of discontinued operation.................................. (2,317) (1,450) (947)

---------- --------- ----------Net cash provided by (used in) investing activities............................. 5,730 (7,297) 32,705

---------- --------- ----------FINANCING ACTIVITIES:Net transactions with Culbro.................................................... 15,854 17,453 (9,244)Payments of debt................................................................ (27,928) (14,829) (25,099)Increase in debt................................................................ 11,669 -- --

---------- --------- ----------Net cash (used in) provided by financing activities............................. (405) 2,624 (34,343)

---------- --------- ----------Net increase (decrease) in cash and cash equivalents............................ 3,915 891 (316)Cash and cash equivalents at beginning of year.................................. 2,881 6,796 7,687

---------- --------- ----------Cash and cash equivalents at end of year........................................ $ 6,796 $ 7,687 $ 7,371

---------- --------- ----------



---------- --------- ----------</TABLE>


F-12


NOTES TO COMBINED FINANCIAL STATEMENTS

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

1. CERTAIN TRANSACTIONS

The accompanying combined financial statements include the accounts ofGriffin Land & Nurseries, Inc. ("Griffin") and reflect its financial position,results of operations and cash flows after elimination of intercompany accountsand transactions. Prior to March 18, 1997, Griffin was known as Culbro LandResources, Inc. Griffin is a wholly owned subsidiary of Culbro Corporation("Culbro").

Griffin, Culbro and General Cigar Holdings, Inc. ("GC Holdings"), a Culbrosubsidiary, entered into a Distribution Agreement (the "Distribution Agreement")on February 27, 1997. The Distribution Agreement provided for (i) theconsummation of the Asset Transfers (see below), (ii) the distribution ofGriffin's common stock to the existing shareholders of Culbro (the"Distribution") following the initial public offering (the "Offering") of GCHoldings Class A common stock, and (iii) following the Distribution, the mergerof Culbro, subject to certain conditions, with and into GC Holdings (the"Merger"). The Offering was completed on February 28, 1997. The Distribution iscontingent principally upon (i) either a tax ruling (which has been applied forby Culbro) or an opinion of counsel satisfactory to Culbro that the Distributionconstitutes a tax free organization under Section 355 of the Internal RevenueCode and (ii) approval of the Merger by the holders of 66 2/3% of theoutstanding Culbro common stock.

Pursuant to the Distribution Agreement, Culbro transferred to Griffinsubstantially all the non-tobacco related assets of Culbro, including: (i) allof the outstanding common stock of Imperial Nurseries, Inc., a wholly ownedsubsidiary of Culbro; (ii) approximately 5,500 acres of land in Connecticut andFlorida, as well as nursery wholesale service centers; (iii) Culbro's interestsin Eli Witt and assets previously owned by The Eli Witt Company ("Eli Witt")(see Note 12); (iv) its 25% interest in Centaur Communications, Ltd.("Centaur"); and (v) all licenses, permits, accounts receivable, prepaidexpenses, reserves and other current assets (other than cash) related to thereal estate and landscape nursery businesses. The Distribution Agreement alsoprovided for the assumption by Griffin of all of the liabilities related to thebusinesses and assets transferred to Griffin from Culbro. Pursuant to theDistribution Agreement, $7.0 million in cash was transferred to Griffin and isreflected on the historical balance sheets. Griffin continues to operate thereal estate business owned prior to the Asset Transfers (see below). All of thetransferred assets and related liabilities are included in the accompanyingcombined financial statements at Culbro's historical cost.

The Distribution Agreement also provided for the transfer to and assumptionby GC Holdings of all of Culbro's general corporate debt and certain otherliabilities, principally retirement obligations, which are included in Griffin'shistorical financial statements. See Note 4 for the pro forma effect of theseliability transfers on Griffin's financial position and results of operations.

As a result of the transfers described above ( the "Asset Transfers"),Culbro is a holding company, substantially all of the assets of which are thestock of Griffin and GC Holdings. Pursuant to the terms of the DistributionAgreement, Griffin and GC Holdings will operate independently of each other.

Prior to March 18, 1997, Culbro held all 1,000 then, issued and outstandingshares of common stock, par value $0.01 per share, of Griffin (the "OriginalShares"). On March 18, 1997, pursuant to an amended and restated certificate ofincorporation of Griffin, each Original Share was exchanged for one share ofClass B Common Stock, par value $0.01 per share, of Griffin (the "Class B CommonStock"). Prior to the Distribution Date, Griffin intends to file an Amended andRestricted Certificate of Incorporation, the form of which is filed as anexhibit to the Registration Statement on Form 10 of which this InformationStatement forms a part, pursuant to which each share of Class B Common Stockwill be exchanged for one

F-13




NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)


1. CERTAIN TRANSACTIONS (CONTINUED)

share of newly-authorized common stock, par value $0.01 per share (the "CommonStock"). Prior to the Distribution, Griffin will effect a stock split such thatthe number of issued and outstanding shares of Common Stock will equal thenumber of then-outstanding shares of common stock, par value $1, of Culbro. TheDistribution Agreement provides for the pro rata distribution by Culbro to theshareholders of Culbro of the Common Stock.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying combined financial statements of Griffin include theaccounts of Griffin's real estate operations, Imperial Nurseries, Inc.("Imperial Nurseries") and CMS Gilbreth Packaging Systems, Inc. ("CMSGilbreth"), which was sold in 1996 (see Note 3) and is reported as adiscontinued operation in these statements. The combined financial statementshave been presented as if Griffin had operated as an independent stand-aloneentity for all periods presented. Such financial statements may not necessarilypresent the financial position, results of operations and cash flows Griffinwould have reported had it actually operated as a stand-alone entity. See Note 4for combined condensed unaudited pro forma financial information. Allintercompany transactions have been eliminated.

Griffin accounts for its investments in Centaur, Eli Witt and real estatejoint ventures under the equity method. Prior to April 1994, Eli Witt was aconsolidated subsidiary of Griffin. Results of real estate joint ventures areincluded in operating profit.

BUSINESS SEGMENTS

Griffin is engaged in the landscape nursery and real estate businesses.Imperial Nurseries, the landscape nursery segment, is engaged in growing plantswhich are sold principally to garden centers, wholesalers and merchandisers, andoperating sales and service centers which sell principally to landscapers.Griffin's real estate segment builds and manages commercial and industrialproperties and develops residential subdivisions on real estate in Connecticutand Massachusetts that was previously owned by Culbro and transferred to Griffinin accordance with the Distribution Agreement.

FISCAL YEAR

Griffin's fiscal year ends on the Saturday nearest November 30. Fiscal years1994, 1995 and 1996 ended December 3, 1994, December 2, 1995 and November 30,1996, respectively. Fiscal 1994 included 53 weeks, and fiscal 1995 and fiscal1996 each contained 52 weeks.

INVENTORIES

Griffin's inventories are stated at the lower of cost or market using theaverage cost method. Raw materials and work in process are landscape nurserystock, a substantial amount of which will not be used or sold within one year.It is industry practice to include such inventories in current assets.

F-14




2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)PROPERTY AND EQUIPMENT

Property and equipment are carried at cost. Depreciation is determined on astraight-line basis over the estimated useful asset lives for financialreporting purposes and principally on accelerated methods for tax purposes.

REVENUE AND GAIN RECOGNITION

In the landscape nursery business, sales and the related cost of sales arerecognized upon shipment of products. Sales returns are not material. In thereal estate business, gains on real estate sales are recognized in accordancewith SFAS No. 66, "Accounting for Sales of Real Estate."

FAIR VALUE OF FINANCIAL INSTRUMENTS



The amounts included in the financial statements for accounts receivable,accounts payable and accrued liabilities reflect their fair values because ofthe short-term maturity of these instruments. The fair values of Griffin's otherfinancial instruments are discussed in Note 8.

EARNINGS PER SHARE

Griffin is a wholly owned subsidiary of Culbro and its historical capitalstructure does not permit a meaningful presentation of earnings per share.Accordingly, earnings per share are not presented herein.

RECENTLY ISSUED ACCOUNTING STANDARDS

In March 1995, the Financial Accounting Standards Board ("FASB") issuedStatement No. 121, "Accounting for the Impairment of Long-Lived Assets and forLong-Lived Assets to be Disposed Of." This Statement requires that long-livedassets and certain intangibles held and used by a business entity be reviewedfor impairment whenever events or changes in circumstances indicate that thecarrying amount of an asset may not be recoverable. Prior to the issuance ofthis Statement, Griffin periodically reviewed its long-lived assets, consideringfuture performance of those assets and the need for adjustments to theircarrying values. Griffin has adopted this Statement and performs such reviews inaccordance with the methods prescribed by SFAS No. 121.

In October 1995, the FASB issued Statement No. 123, "Accounting forStock-Based Compensation." This Statement establishes a fair value method ofaccounting for, or disclosing, stock-based compensation plans. Griffin intendsto adopt the disclosure provisions of this statement which require disclosingthe pro forma effect on net income and earnings per share of the fair valuemethod of accounting for stock-based compensation. The adoption of thedisclosure provisions will not affect combined financial condition, results ofoperations, or cash flows.

USE OF ESTIMATES

The preparation of financial statements in conformity with generallyaccepted accounting principles requires management to make estimates andassumptions that affect the reported amounts of assets and liabilities anddisclosure of contingent assets and liabilities at the date of the financialstatements and revenue and expenses during the period reported. Actual resultscould differ from those estimates.

F-15




2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)Estimates are used when accounting for allowance for uncollectible accountsreceivable, depreciation and amortization, employee benefit plans, taxes, andcontingencies, among others.

3. BUSINESS DISPOSITION

On November 8, 1996, Griffin completed the sale of its labeling andpackaging systems business, CMS Gilbreth. Net proceeds, after sale expenses,were $35.0 million, and Griffin recorded a pretax loss of $5.5 million on thesale, net of operating profit of $1.6 million earned during the phase-outperiod. The sale proceeds were used to repay debt.

CMS Gilbreth is reported as a discontinued operation in the accompanyingfinancial statements. Net sales of CMS Gilbreth were $51.1 million and $51.0million in 1994 and 1995, respectively, and $43.6 million in 1996 through thedate of sale.

4. COMBINED CONDENSED PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

The following combined condensed unaudited pro forma statement of operationsof Griffin gives effect to: (i) the assumption by GC Holdings of the liabilityportion of the Asset Transfers, (ii) the use of proceeds from the sale of CMSGilbreth, (iii) the exchange of preferred stock of Eli Witt in satisfaction ofGriffin's obligations to a third party under an exchangeable subordinated noteand (iv) the elimination of the allocated portion of Culbro's nonrecurringexpense for the cost of terminating a long-term compensation plan and severancefor certain employees in contemplation of the Distribution, that will not beincurred in the future as a result of the Distribution. The combined condensedunaudited pro forma statement of operations assumes that these transactions tookplace at the beginning of fiscal 1996. The combined condensed unaudited pro



forma balance sheet reflects the assumption by GC Holdings of the liabilityportion of the Asset Transfers and its effect on related deferred taxes as ifthey occurred at the balance sheet date. The effect of the sale of CMS Gilbrethand the exchange of preferred stock of Eli Witt are reflected (eliminated) inGriffin's historical 1996 combined balance sheet. The combined condensedunaudited pro forma financial information presented herein may not necessarilyreflect the results of operations and financial position had these transactionsactually taken place on the assumed dates.

COMBINED CONDENSED PRO FORMA STATEMENT OF OPERATIONS (UNAUDITED)

<TABLE><CAPTION>

1996---------

<S> <C>Net sales.......................................................................... $ 46,531

---------Operating loss..................................................................... (345)Income from equity investment...................................................... 303Interest expense................................................................... 508

---------Loss before income tax benefit..................................................... (550)Income tax benefit................................................................. (317)

---------Loss from continuing operations.................................................... $ (233)

------------------

</TABLE>

F-16




4. COMBINED CONDENSED PRO FORMA FINANCIAL INFORMATION (UNAUDITED) (CONTINUED)COMBINED CONDENSED PRO FORMA BALANCE SHEET (UNAUDITED)

<TABLE><CAPTION>

NOV. 30,1996

----------<S> <C>Current assets.................................................................... $ 42,491Property and equipment, net....................................................... 12,676Real estate held for sale or lease, net........................................... 26,862All other assets.................................................................. 18,169

----------Total assets...................................................................... $ 100,198

--------------------

Current liabilities............................................................... $ 5,836Long-term debt.................................................................... 2,846Other noncurrent liabilities...................................................... 3,662

----------Total liabilities................................................................. 12,344Culbro Investment................................................................. 87,854

----------Total liabilities and Culbro Investment........................................... $ 100,198

--------------------

</TABLE>

F-17




5. INDUSTRY SEGMENT INFORMATION

Griffin's businesses operate in two industry segments: landscape nursery andreal estate (see Note 2). Griffin has no operations outside of the UnitedStates, and export sales are not material. Capital expenditures and depreciation



and amortization presented herein include amounts related to capital leases.

<TABLE><CAPTION>

1994 1995 1996---------- ---------- ----------

<S> <C> <C> <C>NET SALES AND OTHER REVENUELandscape nursery.................................................. $ 35,315 $ 34,894 $ 37,045Real estate........................................................ 7,709 6,862 9,486

---------- ---------- ----------$ 43,024 $ 41,756 $ 46,531---------- ---------- -------------------- ---------- ----------

OPERATING PROFIT (LOSS)Landscape Nursery.................................................. $ (604) $ 1,732 $ 1,650Real estate (a).................................................... (2,241) 1,228 (300)

---------- ---------- ----------Industry segment totals............................................ (2,845) 2,960 1,350General corporate expense, net (b)................................. 2,022 2,150 2,595(Loss) income from equity investments, net......................... (1,728) (153) 303Other nonoperating income, net..................................... 1,446 923 1,917Gain on sale of Eli Witt common stock.............................. 2,691 -- --Interest expense................................................... 7,978 8,193 7,805

---------- ---------- ----------Loss before income tax benefit..................................... $ (10,436) $ (6,613) $ (6,830)

---------- ---------- -------------------- ---------- ----------

IDENTIFIABLE ASSETSLandscape nursery.................................................. 40,636 42,881 43,948Real estate........................................................ 42,455 41,228 31,664

---------- ---------- ----------Industry segment totals............................................ 83,091 84,109 75,612General corporate.................................................. 40,502 39,438 26,163Net assets of discontinued operation............................... 43,828 42,108 --

---------- ---------- ----------$ 167,421 $ 165,655 $ 101,775---------- ---------- -------------------- ---------- ----------

</TABLE>

------------------------

(a) Real estate segment operating loss in 1994 includes a $3.6 million chargefor the write off of development costs expended in earlier years.

(b) General corporate expense in 1996 includes an allocation to Griffin byCulbro of $0.9 million for the termination of a compensation plan, severanceand other expenses in contemplation of the Distribution (see Note 1).

F-18




5. INDUSTRY SEGMENT INFORMATION (CONTINUED)

<TABLE><CAPTION>

DEPRECIATION AND AMORTIZATIONCAPITAL EXPENDITURES

------------------------------- -------------------------------1994 1995 1996 1994 1995 1996

--------- --------- --------- --------- --------- ---------<S> <C> <C> <C> <C> <C> <C>Landscape nursery...................... $ 594 $ 789 $ 1,258 $ 912 $ 1,132 $ 1,116Real estate............................ 31 58 120 912 917 889

--------- --------- --------- --------- --------- ---------Industry segment totals................ 625 847 1,378 1,824 2,049 2,005General corporate...................... -- -- -- 318 367 400

--------- --------- --------- --------- --------- ---------$ 625 $ 847 $ 1,378 $ 2,142 $ 2,416 $ 2,405--------- --------- --------- --------- --------- ------------------ --------- --------- --------- --------- ---------

</TABLE>

6. RELATED PARTY TRANSACTIONS

CULBRO INVESTMENT



The Company maintained an intercompany account with Culbro in whichintercompany transactions, including cash transfers and the liability forbenefit and insurance costs and allocated general and administrative expensesdescribed below, were recorded. The balance in the intercompany account at theend of each period presented has been included in Culbro Investment in thecombined balance sheet. The Culbro Investment account also includes thecumulative results of Griffin and its capital stock. The changes in the CulbroInvestment account are summarized as follows:

<TABLE><CAPTION>

FOR THE FISCAL YEARS ENDED,-------------------------------DEC. 3, DEC. 2, NOV. 30,1994 1995 1996

--------- --------- ---------<S> <C> <C> <C>Balance beginning of year.............................................. $ 32,406 $ 44,426 $ 61,299Net loss............................................................... (3,833) (580) (4,606)

--------- --------- ---------28,573 43,846 56,693

--------- --------- ---------Transactions with Culbro:

Net operating cash flow transferred from (to) Culbro................. 14,420 15,141 (5,498)Allocated Culbro general and administrative expenses................. 2,439 2,080 1,776Allocated Culbro other nonrecurring expense.......................... -- -- 900Intercompany income taxes (benefits)................................. (1,006) 232 (6,422)

--------- --------- ---------Total transactions with Culbro, net.................................... 15,853 17,453 (9,244)

--------- --------- ---------Balance end of year.................................................... $ 44,426 $ 61,299 $ 47,449

--------- --------- ------------------ --------- ---------

Average intercompany balance due to Culbro............................. $ 3,961 $ 20,614 $ 24,718--------- --------- ------------------ --------- ---------

</TABLE>

TREASURY

Through February 27, 1997, Griffin's treasury activities were integratedinto Culbro's cash management system. Griffin's cash receipts were transferreddaily into Culbro's cash account and Griffin's cash disbursement accounts werereimbursed by Culbro on a daily basis. The difference between cash transferredby Griffin to Culbro and reimbursements by Culbro to Griffin's disbursementaccounts has been reflected in Culbro Investment in the combined balance sheet.

F-19




6. RELATED PARTY TRANSACTIONS (CONTINUED)INTERCOMPANY ACTIVITIES

Griffin's employees participate in certain benefit programs which aresponsored and administered by Culbro. See Note 9 for discussion of employeebenefit plan costs. Griffin's risk insurance and employee medical coverage areprovided through insurance policies and programs purchased by Culbro on behalfof Griffin and Culbro's other subsidiaries. The cost of these items wasallocated based on the specific insurance data related to each subsidiary ofCulbro. All direct charges relating to Griffin for these services, and Griffin'sparticipation in these plans, have been charged to Griffin by Culbro andincluded in Griffin's combined financial statements.

A portion of Culbro management time and resources were related to theoperations of Griffin, and Culbro also performed certain specific administrativefunctions for Griffin, including legal, tax, treasury, human resources andinternal audit. In addition to the direct charges above for employee benefitsand risk insurance, the combined statement of operations reflects general andadministrative expenses of $2.4 million, $2.1 million and $1.8 million forfiscal 1994, fiscal 1995 and fiscal 1996, respectively, allocated by Culbro toGriffin for these services. These charges were based principally on Griffin'sproportionate share of expenses relating to the Culbro corporate activitiesassociated with Griffin's operations and are considered by management to bereasonable. These amounts may not necessarily be indicative of the actualgeneral and administrative expenses Griffin would have incurred had it operatedindependently during the years presented.



In lieu of Griffin being charged interest on its intercompany balance withCulbro, all of the interest on Culbro's general corporate debt is included inGriffin's statement of operations. All of the general corporate debt of Culbrois included in Griffin's financial statements because management determined thatthis debt related to Culbro's non-tobacco businesses. See Notes 4 and 8.

LEASES

Griffin as lessor and General Cigar Co., Inc. ("General Cigar"), a whollyowned subsidiary of GC Holdings, as lessee, have entered into a lease forcertain agricultural land in Connecticut and Massachusetts (the "AgriculturalLease") and, prior to the Distribution, will enter into a lease for certaincommercial space in Connecticut (the "Commercial Lease"). The Agricultural Leaseis for approximately 500 acres of arable land allocated to Griffin for possiblecommercial development in the long-term, but which will provide General Cigarwith a source of growing Connecticut Shade wrapper tobacco. General Cigar's useof the land is limited to the cultivation of cigar wrapper tobacco. TheAgricultural Lease has an initial term of ten years and provides for theextension of the lease for additional periods thereafter. In addition, atGriffin's option the Agricultural Lease may be terminated with respect to 100acres of such land annually upon one year's prior notice. The rent payable byGeneral Cigar under the Agricultural Lease is approximately equal to theaggregate amount of all taxes and other assessments payable by Griffinattributable to the land leased. The Commercial Lease will be for approximately25,000 square feet of office space in the Griffin Center South office complex inBloomfield, Connecticut. The Commercial Lease will have an initial term of tenyears and provides for the extension of the lease for additional annual periodsthereafter. The rent payable by General Cigar under the Commercial Lease will beat market rates.

F-20




7. INTERCOMPANY INCOME TAXES

All tax liabilities were paid by Culbro and accordingly Griffin's taxliabilities are reflected in the Culbro Investment account.

Historically, the combined results of operations of Griffin were included inCulbro's consolidated U.S. federal income tax returns, and will be included insuch returns through the date the Distribution is consummated. The income taxprovisions and deferred tax liabilities have been calculated in accordance withStatement of Financial Accounting Standards ("SFAS") No. 109 "Accounting forIncome Taxes" as if Griffin had filed separate tax returns. The income taxprovision (benefit) for fiscal 1994, fiscal 1995 and fiscal 1996 are summarizedas follows:

<TABLE><CAPTION>

1994 1995 1996--------- --------- ---------

<S> <C> <C> <C>Continuing operations:

Current federal............................................. $ (2,229) $ (2,973) $ 1,788Current state and local..................................... (18) (205) 138Deferred, principally federal............................... (1,032) 830 (4,693)

--------- --------- ---------Income tax benefit from continuing operations................. (3,279) (2,348) (2,767)

--------- --------- ---------Discontinued operation:

Current federal............................................. 2,374 2,057 (553)Current state and local..................................... 365 292 (277)Deferred, principally federal............................... (466) 231 (2,825)

--------- --------- ---------Income tax provision (benefit) from discontinued operation.... 2,273 2,580 (3,655)

--------- --------- ---------Total income tax (benefit) provision.......................... $ (1,006) $ 232 $ (6,422)

--------- --------- ------------------ --------- ---------

</TABLE>

The reasons for the difference between the United States statutory incometax rate and the effective rates for continuing operations are shown in thefollowing table:

<TABLE><CAPTION>



1994 1995 1996--------- --------- ---------

<S> <C> <C> <C>Tax benefit at statutory rates................................ $ (3,548) $ (2,315) $ (2,391)State and local income taxes.................................. (12) (133) 90Foreign investment............................................ (119) 54 (106)Subsidiary loss accounted for under the equity method......... 706 -- --Other......................................................... (306) 46 (360)

--------- --------- ---------$ (3,279) $ (2,348) $ (2,767)--------- --------- ------------------ --------- ---------

</TABLE>

F-21




7. INTERCOMPANY INCOME TAXES (CONTINUED)The significant components of the net deferred tax asset (liability) are as

follows:

<TABLE><CAPTION>

1995 1996--------- ---------

<S> <C> <C>Depreciation and amortization...................................................... $ (2,835) $ (1,390)Postretirement benefit obligations................................................. 782 604Pension liabilities................................................................ 754 668Deferred income attributable to deconsolidated subsidiary.......................... (1,483) --Inventories........................................................................ 1,751 1,880Other.............................................................................. (2,661) 2,285

--------- ---------$ (3,692) $ 4,047--------- ------------------ ---------

</TABLE>

In connection with the Distribution Agreement, Culbro and Griffin enteredinto a Tax Sharing Agreement which provides, among other things, for theallocation between Culbro and Griffin of federal, state, local and foreign taxliabilities for all periods through the Distribution and Merger. With respect tothe consolidated tax returns filed by Culbro, the Tax Sharing Agreement providesthat Griffin will be liable for any amounts that it would have been required topay with respect to any deficiencies assessed, generally as if it had filedseparate tax returns.

8. LONG-TERM DEBT

Long-term debt includes:

<TABLE><CAPTION>

DEC 2, NOV. 30,1995 1996

----------- -----------<S> <C> <C>Credit Agreement.............................................................. $ 40,000 $ 36,000Senior Notes.................................................................. 21,000 --Exchangeable Subordinated Note, 10% (face value $15 million).................. 12,700 --Mortgages..................................................................... 6,525 2,644Capital leases................................................................ 480 479

----------- -----------Total......................................................................... 80,705 39,123Less: due within one year..................................................... 7,968 277

----------- -----------Total long-term debt.......................................................... $ 72,737 $ 38,846

----------- ---------------------- -----------

</TABLE>

F-22






8. LONG-TERM DEBT (CONTINUED)

As of November 30, 1996, the annual principal payment requirements under theterms of the mortgages are $0.1 million for each of the years 1997 through 2001.The mortgages are on two office buildings and three industrial buildings whichhad a combined net book value of $4.4 million at November 30, 1996. The interestrates on these mortgages range from 9.0% to 10.2%.

On June 5, 1996, Culbro and its banks entered into the Second Amended andRestated Credit Agreement (the "1996 Credit Agreement") which replaced theprevious 1993 Credit Agreement that was scheduled to terminate in December 1996.The 1996 Credit Agreement provided $65 million to Culbro and its subsidiariesfor general working capital purposes and an additional $20 million which wasused to repay the balance of Culbro's Senior Notes. Amounts borrowed by Culbrounder these credit facilities were used to fund Griffin's operations and arereflected in the accompanying combined financial statements. As per the terms ofthe Distribution Agreement, the entire amount borrowed under the CreditAgreement as of the date of the Distribution Agreement was assumed by GCHoldings, and therefore will not be part of Griffin's debt structureprospectively.

In October 1996, Griffin's real estate business satisfied a nonrecoursemortgage of approximately $3.8 million on a commercial property by transferringthe property to the lender in satisfaction of the outstanding mortgage. The netbook value of the property was substantially equal to the mortgage balance.

In November 1996, Griffin exchanged shares of preferred stock of Eli Witt insatisfaction of the principal and accrued interest on a $15 million subordinatednote payable to a third-party originally due August 1998. Interest expense infiscal 1994, fiscal 1995 and fiscal 1996 included $0.5 million, $0.9 million and$0.8 million, respectively, for amortization of the original issue discount onthe subordinated note.

In 1993, Culbro entered into two interest rate swap agreements with majorbanks as a hedge against interest rate exposure on its variable rate debt. Onesuch agreement, to fix the borrowing rate at 4.74% on $30 million of variablerate debt, expired in March 1996. A similar interest rate swap agreement, thatfixed the borrowing rate at 4.89% on an additional $20 million of variable ratedebt, expired in September 1995. The effect of these swap agreements was toincrease interest expense in fiscal 1994 by $0.4 million, reflecting the excessof payments made to the banks over payments received. In fiscal 1995 and fiscal1996, interest expense was reduced by $0.6 million and $0.1 million,respectively, reflecting payments received from the banks under theseagreements.

Management believes that because the interest rate on the 1996 CreditAgreement adjusts to current market rates, this debt, as stated on the November30, 1996 balance sheet, approximated its fair market value. Management alsobelieves that the amounts reflected on the balance sheet for its other debtfacilities reflected their current market values based on market interest ratesfor comparable risks, maturities and collateral.

9. RETIREMENT BENEFITS

PENSION PLAN

Griffin's employees participate in Culbro's noncontributory defined benefitpension plan, which covers substantially all employees of Culbro and itssubsidiaries. The plan's benefits are based on employees' years of service andcompensation. Contributions to the plan are made in accordance with theprovisions of the Employee Retirement Income Security Act. Pension expense of$0.2 million, $0.1 million

F-23




9. RETIREMENT BENEFITS (CONTINUED)and $0.1 million for fiscal 1994, fiscal 1995 and fiscal 1996, respectively,included in the combined statement of operations, reflects Griffin's directshare of Culbro's consolidated pension expense based on the benefit costsattributable to its employees, as determined by the plan's actuaries.

As per the terms of the Distribution Agreement, the plan will be assumed byGC Holdings. Upon completion of the Distribution, Griffin will terminate itsparticipation in the plan, and Griffin's employees' years of service and



benefits accrued at that time will be frozen at the date of termination. Allvested pension obligations as of the date of the Distribution Agreement forGriffin's current and former employees will be assumed by GC Holdings. Inconnection with the Distribution and Merger, Griffin and GC Holdings enteredinto an Employee Benefits Administration Agreement to define theresponsibilities for the administration of the plan.

In connection with the Distribution Griffin will establish the Griffin Land& Nurseries, Inc. 401(k) Savings Plan. Griffin may at its discretion "match"employee deferrals each year.

OTHER POSTRETIREMENT BENEFITS

Through the date of the Distribution, Griffin's employees will participatein Culbro's postretirement benefits program which provides principally healthand life insurance benefits to certain of its retired employees. The annual costof such benefits attributable to Griffin's employees under the plan's benefitformula was $0.1 million in fiscal 1994, fiscal 1995 and fiscal 1996. Griffinexpects that it will continue to provide its employees with the same level ofretiree medical benefits as those provided under the Culbro program.

Griffin's proportionate share of the present value of the liabilities foraccumulated postretirement benefits, as determined by the Plan's actuaries, isshown below. None of these liabilities have been funded at December 2, 1995 andNovember 30, 1996. Under the terms of the Distribution Agreement, the liabilityfor Griffin's current retirees postretirement benefits will be assumed by GCHoldings.

<TABLE><CAPTION>

1995 1996--------- ---------

<S> <C> <C>Retirees................................................................... $ 1,276 $ 905Fully eligible active participants......................................... 416 317Other active participants.................................................. 245 105Unrecognized net gain from experience differences and assumption changes... 175 213

--------- ---------Liability for other postretirement benefits................................ $ 2,112 $ 1,540

--------- ------------------ ---------

</TABLE>

Discount rates of 7.50% and 7.75% were used to compute the accumulatedpostretirement benefit obligations at December 2, 1995 and November 30, 1996,respectively. Because Griffin's obligation for retiree medical benefits isfixed, any increase in the medical cost trend would have no effect on theaccumulated postretirement benefit obligation, service cost or interest cost.

F-24




10. STOCK OPTION PLANS

Upon consummation of the Distribution and Merger, Culbro will convert allemployee stock options outstanding under Culbro's stock option plans intooptions to purchase shares of common stock, par value $0.01 per share, ofGriffin and shares of common stock of Culbro. The number of outstanding optionsand exercise prices will be adjusted to preserve the value of the Culbrooptions. The combined financial statements of Griffin do not reflect any effectsthat these plans have had in Culbro's consolidated financial statements. Thestatus of, and transactions in, the Culbro employee stock option plans for theperiods presented are summarized below:

EMPLOYEES STOCK OPTION PLANS

The Culbro 1996 Stock Plan (the "1996 Plan"), the 1992 Stock Plan (the "1992Plan") and the 1991 Employees Incentive Stock Option Plan (the "1991 Plan") forofficers and key employees, made available 500,000, 300,000 and 210,000 sharesof common stock, respectively, for purchase at prices equal to the fair marketvalue at date of grant. A portion of the options outstanding under these plansmay be exercised as incentive stock options, which under current tax laws do notprovide any tax deductions to Culbro.

Options are not exercisable until three years from the date of grant and maybe exercised over a period ending not later than ten years from the date of



grant. The exercise period for each grant was determined by Culbro'sCompensation Committee.

F-25




10. STOCK OPTION PLANS (CONTINUED)At November 30, 1996, a total of 400,000 and 40,300 shares under the 1996

Plan and 1992 Plan, respectively, were available for future grant. There are noshares available for future grant under the 1991 Plan. None of the optionsoutstanding at November 30, 1996 may be exercised as stock appreciation rights.Transactions under the 1996, 1992 and 1991 Plans are summarized as follows:

<TABLE><S> <C>Options outstanding at November 27, 1993.......................... 280,700Granted during 1994............................................... 88,300Expired, canceled and exercised................................... (33,400)

---------Options outstanding at December 3, 1994........................... 335,600Granted during 1995............................................... 68,000Expired, canceled and exercised................................... (92,200)

---------Options outstanding at December 2, 1995........................... 311,400Granted during 1996............................................... 134,400Expired, canceled and exercised................................... (103,286)

---------Options outstanding at November 30, 1996.......................... 342,514

------------------

Option prices range between:...................................... $12.25and

$80.00

Options exercisable:December 3, 1994................................................ 109,000December 2, 1995................................................ 86,100November 30, 1996............................................... 78,114

Expiration date of the 1991 Plan.................................. 2001Expiration date of the 1992 Plan.................................. 2002Expiration date of the 1996 Plan.................................. 2006Number of option holders at November 30, 1996..................... 13</TABLE>

CULBRO NONEMPLOYEE DIRECTORS STOCK OPTION PLAN

Options granted under the 1996 Stock Option Plan for Nonemployee Directors(the "1996 Nonemployee Plan") and the 1992 Stock Option Plan for NonemployeeDirectors (the "1992 Nonemployee Plan") will also be converted into options topurchase common shares of Griffin and shares of common stock of Culbro. Underthese plans 70,000 options have been made available to purchase shares of Culbrocommon stock for purchase at prices equal to the fair market value at date ofgrant. Options canceled become available for future grant. Options are notexercisable until three years from the date of grant and may be exercised over aperiod ending not later than eight years from the date of grant. As of November30, 1996, 18,000 options remained available for future grant under the 1996Nonemployee Plan and 3,000 options remained available for future grant under the1992 Nonemployee Plan. None of the

F-26




10. STOCK OPTION PLANS (CONTINUED)options outstanding at November 30, 1996 may be exercised as stock appreciationrights. Transactions under the 1992 and 1996 Plans for Nonemployee Directors areas follows:

<TABLE><S> <C>Options outstanding at Nov. 27, 1993................................ 14,000



Granted during 1994................................................. 14,000---------

Options outstanding at Dec. 3, 1994................................. 28,000Granted during 1995................................................. 14,000

---------Options outstanding at Dec. 2, 1995................................. 42,000Granted during 1996................................................. 7,000Exercised during 1996............................................... (6,000)

---------Options outstanding at Nov. 30, 1996................................ 43,000

------------------

Options prices range between:....................................... $ 14.38and

$ 63.81

Number of option holders at Nov. 30, 1996........................... 7</TABLE>

EMPLOYMENT AGREEMENT

Upon consummation of the Distribution and Merger, stock options of Culbroissued in accordance with the terms of an employment agreement entered into inMay 1994 between Culbro and an officer of Culbro will become stock options ofboth Griffin and GC Holdings. The agreement provided for the issuance of 125,000Culbro stock options, exercisable at the rate of 25,000 per year from 1995through 1999 at an option price of $4.00 per share. Through November 30, 1996,15,000 of these options have been exercised under this agreement. Griffin'sproportionate share of the annual compensation expense for this agreement isless than $0.1 million, reflecting the difference between the option price andthe quoted market price at the date of grant, is included in the financialstatements for each of the years presented.

GRIFFIN STOCK OPTION PLAN

Effective as of the Distribution Date, Griffin will establish the GriffinLand & Nurseries, Inc. 1997 Stock Option Plan (the "Griffin Stock Option Plan").A total of approximately 700,000 shares of common stock will be available forissuance under the Griffin Stock Option Plan. Of such 700,000 shares, 250,000will be available for issuance with respect to new options that may be grantedto certain officers, employees, consultants and directors of Griffin followingthe Distribution. The Griffin Stock Option Plan will be administered by theCompensation Committee of the Board of Directors of Griffin. Options grantedunder the Griffin Stock Option Plan may be either incentive stock options ornon-qualified stock options. Incentive stock options issued under the GriffinStock Option Plan will satisfy certain Internal Revenue Code requirementsapplicable thereto.

F-27




11. LEASES

CAPITAL LEASES

Future minimum lease payments under capital leases for transportationequipment and the present value of such payments as of November 30, 1996 were:

<TABLE><S> <C>1997................................................................. $ 2201998................................................................. 1561999................................................................. 1132000................................................................. 43

---------Total minimum lease payments......................................... 532Less: Amounts representing interest.................................. 53

---------Present value of minimum lease payments (a).......................... $ 479

------------------

</TABLE>

------------------------



(a) Includes current portion of $0.2 million at November 30, 1996.

At December 2, 1995 and November 30, 1996, machinery and equipment includedcapital leases amounting to $0.5 million, which is net of accumulateddepreciation at December 2, 1995 and November 30, 1996 of $1.6 million and $1.5million, respectively. Depreciation expense relating to capital leases was $0.3million, $0.2 million and $0.2 million in fiscal 1994, fiscal 1995 and fiscal1996, respectively.

OPERATING LEASES

Future minimum rental payments under noncancellable leases as of November30, 1996 were:

<TABLE><S> <C>1997................................................................. $ 2631998................................................................. 2411999................................................................. 2162000................................................................. 1052001................................................................. 25

---------Total minimum lease payments......................................... $ 850

------------------

</TABLE>

Total rental expense for all operating leases in fiscal 1994, fiscal 1995and fiscal 1996 was $0.2 million, $0.3 million and $0.3 million, respectively.

F-28




11. LEASES (CONTINUED)As lessor, Griffin's real estate activities consist of the leasing of office

and industrial space in Connecticut. Future minimum rentals to be received undernoncancellable leases as of November 30, 1996 were:

<TABLE><S> <C>1997................................................................ $ 1,5931998................................................................ 1,3381999................................................................ 1,0552000................................................................ 9812001................................................................ 905Later years......................................................... 1,546

---------Total minimum rental revenue........................................ $ 7,418

------------------

</TABLE>

Total rental revenue from all leases in 1996 were $2.8 million, $2.8 millionand $2.5 million in fiscal 1994, fiscal 1995 and fiscal 1996, respectively.

12. INVESTMENTS

INVESTMENT IN CENTAUR

Griffin owns approximately 25% of the outstanding common stock of Centaur, apublishing business in the United Kingdom. Approximately $6.6 million of thebook value of Griffin's investment, which was $14.7 million at November 30,1996, represents the excess of the cost of Griffin's investment over the bookvalue of its equity in Centaur and is being amortized on a straight-line basisover 40 years. Griffin's equity income (loss) from the investment in Centaur of$0.4 million, $(0.2) million and $0.3 million in fiscal 1994, fiscal 1995 andfiscal 1996, respectively, is included in the income (loss) from equityinvestments on the combined statement of operations.

F-29




12. INVESTMENTS (CONTINUED)



Centaur's unaudited summarized statement of operations and balance sheet areas follows:<TABLE><CAPTION>

TWELVE MONTHS ENDED-------------------------------NOV. 30, NOV. 30, NOV. 30,

1994 1995 1996--------- --------- ---------

<S> <C> <C> <C>Net sales.................................................... $ 55,929 $ 61,227 $ 69,450Costs and expenses........................................... 52,790 60,816 65,932

--------- --------- ---------Income before taxes.......................................... 3,139 411 3,518Income taxes................................................. 1,071 387 1,544

--------- --------- ---------Net income................................................... $ 2,068 $ 24 $ 1,974

--------- --------- ------------------ --------- ---------

<CAPTION>

NOV. 30, NOV. 30,1995 1996

--------- ---------<S> <C> <C> <C>Current assets............................................... $ 18,480 $ 27,514Publishing rights............................................ 20,529 21,278Other noncurrent assets...................................... 5,014 6,270

--------- ---------Total assets................................................. $ 44,023 $ 55,062

--------- ------------------ ---------

Current liabilities.......................................... $ 7,796 $ 15,246Other noncurrent liabilities................................. 5,850 5,404

--------- ---------Total liabilities............................................ 13,646 20,650Shareholders' equity......................................... 30,377 34,412

--------- ---------Total liabilities and shareholders' equity................... $ 44,023 $ 55,062

--------- ------------------ ---------

</TABLE>

INVESTMENT IN REAL ESTATE JOINT VENTURES

Included in other assets at December 2, 1995 and November 30, 1996 is $8.0million and $3.4 million, respectively, for Griffin's 30% interest in a realestate joint venture that owns commercial properties in Connecticut. Results ofthese investments are included in operating profit. In 1996, all of the assetsof one of the real estate joint ventures were sold. Griffin received netproceeds of $4.0 million from the sale and recorded a pretax loss on sale of$0.4 million.

INVESTMENT IN ELI WITT

Griffin owns 50.1% of the outstanding common stock of Eli Witt, a wholesaledistribution company. Prior to 1994, Eli Witt was a consolidated subsidiary. InApril 1994, as a result of transactions related to an Eli Witt acquisition,Griffin no longer had unilateral control of Eli Witt. Accordingly, Griffindeconsolidated Eli Witt and accounted for its investment in the common stock ofEli Witt under the equity method. Through November 30, 1996, Eli Witt was in acommon deficit position, and as such, Griffin has a negative basis in its commonequity investment in Eli Witt. Accordingly, Griffin has not recognized theresults of Eli Witt subsequent to its deconsolidation in April 1994. The equityloss of $2.1 million through the deconsolidation date is included in net income(loss) from equity investments in the 1994 combined statement of operations.

F-30




12. INVESTMENTS (CONTINUED)In 1995, Griffin invested an additional $5 million in Eli Witt in the form

of a subordinated note receivable due August 1, 1998. Griffin applied thisadditional investment to reduce the negative basis in its common equityinvestment in Eli Witt from approximately $6.5 million to approximately $1.5million.



In November 1996, Eli Witt filed for protection under Chapter 11 of theFederal Bankruptcy Law. In connection with such filing Eli Witt sold all of itsoperating assets to another wholesale distributor in March 1997. Shareholders ofEli Witt are not expected to receive any proceeds from the sale. Griffin has noinvestment related to Eli Witt on its 1996 combined balance sheet. See Note 14.

13. SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION

OTHER NONRECURRING EXPENSE

Other nonrecurring expense in 1996 includes the allocation to Griffin ofcharges recorded by Culbro in connection with the termination of a managementlong-term incentive compensation plan which was based on Culbro's stock price,and the acceleration of the vesting of benefits under the plan and accurals forseverance and related expenses in connection with a headcount reduction at theCulbro corporate office in anticipation of the Distribution. Griffin's allocableshare of these expenses was determined substantially on the same basis as theallocation of Culbro's general and administrative expenses referred to in Note 6and is considered by management to be reasonable.

The other nonrecurring expense of $3.6 million in the 1994 combinedstatement of operations reflects a charge in the real estate business to writeoff development costs expended in earlier years for certain discontinuedprojects which management decided not to proceed with as originally planned.

OTHER NONOPERATING INCOME, NET

Included in other nonoperating income, net, in each of the three fiscalyears presented is the accrual of dividend and accretion income on the preferredstock of Eli Witt held by Griffin, which is equal to the interest expense on thesubordinated note, that was satisfied by the exchange of the preferred stock in1996. In 1995, other nonoperating income, net, also included expenses related toGriffin's support of the refinancing of Eli Witt.

INVENTORIES

Inventories consists of:

<TABLE><CAPTION>

DEC. 2, NOV. 30,1995 1996

--------- ---------<S> <C> <C>Raw materials and supplies.............................................. $ 523 $ 742Work-in-process......................................................... 11,603 15,112Finished goods.......................................................... 13,805 11,676

--------- ---------$ 25,931 $ 27,530--------- ------------------ ---------

</TABLE>

F-31




13. SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION (CONTINUED)PROPERTY AND EQUIPMENT

Property and equipment consist of:

<TABLE><CAPTION>

ESTIMATED USEFUL DEC. 2, NOV. 30,LIVES 1995 1996

---------------- --------- ---------<S> <C> <C> <C>Land.................................................. $ 6,029 $ 5,982Buildings and improvements............................ 10 to 40 years 3,912 3,807Machinery and equipment............................... 3 to 20 years 11,901 12,337

--------- ---------21,842 22,126

Accumulated depreciation.............................. (9,223) (9,450)



--------- ---------$ 12,619 $ 12,676--------- ------------------ ---------

</TABLE>

Total depreciation expense was $1.0 million, $1.2 million and $1.2 millionfor fiscal 1994, fiscal 1995, and fiscal 1996, respectively.

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses include trade payables of $1.7 millionand $2.0 million at December 2, 1995 and November 30, 1996, respectively,accrued salaries, wages and other compensation of $0.9 million and $1.2 millionat December 2, 1995 and November 30, 1996, respectively, and other accruedliabilities, primarily accrued worker's compensation and general liabilityinsurance, of $5.5 million and $3.9 million at December 2, 1995 and November 30,1996, respectively.

SUPPLEMENTAL CASH FLOW INFORMATION

Interest and tax payments were made by Culbro on behalf of Griffin. Griffinhas been included in Culbro's consolidated federal income tax returns (see Note7). Accordingly, tax and interest payments made by Culbro are reflected in Nettransactions with Culbro on the combined statement of cash flows. Interestpayments were $7.3 million, $6.0 million and $5.9 million in fiscal 1994, fiscal1995 and fiscal 1996, respectively, including payments of $6.8 million, $5.4million and $5.4 million in fiscal 1994, fiscal 1995 and fiscal 1996,respectively under Culbro's general corporate debt facilities that were eitherrepaid by Griffin or transferred to GC Holdings pursuant to the DistributionAgreement.

In 1996, Griffin's real estate business exchanged a commercial property insatisfaction of the outstanding nonrecourse mortgage on that property. Also in1996, Griffin exchanged preferred stock of Eli Witt that it held in satisfactionof a subordinated note payable and all accrued interest thereon. There was nocash paid or received in either of these transactions.

14. COMMITMENTS AND CONTINGENCIES

Culbro (or GC Holding's following the Merger) and Griffin entered into aservices agreement (the "Services Agreement") pursuant to which Culbro agreed toprovide a number of administrative and other services to Griffin for a period ofat least one year. These services include administration of Griffin's insurancepolicies, internal audit, preparation of tax returns, transportation and generalin-house legal

F-32




14. COMMITMENTS AND CONTINGENCIES (CONTINUED)services. Griffin will make an annual payment of approximately $0.6 million to,and will reimburse out-of-pocket expenses incurred by, Culbro, in connectionwith such services. Culbro will make the above services available to Griffin onan as-needed basis for a period of at least one year following the Distribution.

As a result of the Asset Transfers described in Note 1, Griffin acquired50.1% interest in Eli Witt. Culbro, Eli Witt and other parties engaged in twocomplex acquisitions and reorganizations in 1993 and 1994, pursuant to whichCulbro received significant distributions from Eli Witt to repay debt, includingsubstantial amounts Culbro had previously borrowed from unaffiliated thirdparties to fund Eli Witt's business. Culbro subsequently loaned $5 million toEli Witt. It is anticipated that these transactions (including the transfer offunds to Culbro) will be reviewed by Eli Witt creditors and other parties ininterest in connection with Eli Witt's Chapter 11 filing. To date, one creditorhas written to the unsecured creditors committee proposing an inquiry into thismatter.

Management does not believe that the above referenced matter will have amaterial adverse effect upon the financial condition of Griffin.

F-33


ADDITIONAL FINANCIAL DATA

The following additional financial data should be read in conjunction with



the financial statements included elsewhere herein.

<TABLE><CAPTION>

SCHEDULES PAGE--------------- ---------<C> <S> <C>

II Valuation and Qualifying Accounts and Reserves........................................... S-2III Real Estate and Accumulated Depreciation................................................. S-3/S-4

</TABLE>

S-1


SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS AND RESERVES


<TABLE><CAPTION>

BALANCE AT CHARGED TOBEGINNING COSTS AND CHARGED TO DEDUCTIONS BALANCE AT

DESCRIPTION OF YEAR EXPENSES OTHER ACCOUNTS FROM RESERVES END OF YEAR---------------------------------------------------- ----------- ------------- --------------- ------------- -----------

<S> <C> <C> <C> <C> <C>FOR THE FISCAL YEAR ENDED NOVEMBER 30, 1996

Reserves:Uncollectible accounts--Trade..................... 338 70 22 128(1) 302

----- ----- --- --- -----Inventories....................................... 1,000 16 300 351(2) 965

----- ----- --- --- -----

FOR THE FISCAL YEAR ENDED DECEMBER 2, 1995Reserves:

Uncollectible accounts--Trade..................... 351 147 3 163(1) 338----- ----- --- --- -----

Inventories....................................... 743 1,007 -- 750(2) 1,000----- ----- --- --- -----

FOR THE FISCAL YEAR ENDED DECEMBER 3, 1994Reserves:

Uncollectible accounts--Trade..................... 365 141 22 177(1) 351----- ----- --- --- -----

Inventories....................................... 250 493 -- -- 743----- ----- --- --- -----

</TABLE>

NOTES:

(1) Accounts receivable written off.

(2) Inventories disposed.

S-2

GRIFFIN LAND & NURSERIES, INC.SCHEDULE III--REAL ESTATE AND ACCUMULATED DEPRECIATION


<TABLE><CAPTION>

COST CAPITALIZEDGROSS AMOUNT AT

SUBSEQUENT TOINITIAL COST ACQUISITION NOVEMBER 30, 1996

---------------------- ------------------------ ----------------------ENCUM- BLDG & CARRYING BLDG &

DESCRIPTION BRANCES LAND IMPROVE IMPROVE COSTS LAND IMPROVE----------------------------------------- ----------- --------- ----------- ----------- ----------- --------- -----------<S> <C> <C> <C> <C> <C> <C> <C>Land - CT................................ $ $ 4,611 $ -- $ 6,976 $ 80 $ 4,691 $ 6,976

Restaurant1936 Blue Hills AvenueBloomfield, CT........................... 1 -- 1,266 -- 1 1,266

Residential DevelpmentMeadow ParkCulbro HomesWindsor, CT.............................. 88 -- 1,518 2,156 88 3,674



Commercial Buildings29 & 35 Griffin Road SouthBloomfield, CT........................... 696 47 -- 2,486 -- 47 2,486

Commercial Building55 Griffin Road SouthBloomfield, CT........................... 3 -- 1,815 -- 3 1,815

Commercial Building204 West NewberryBloomfield, CT........................... 1 -- 1,540 24 1 1,564

Commercial Building206 West NewberryBloomfield, CT........................... 1 -- 1,452 23 1 1,475

Commercial Building210 West NewberryBloomfield, CT........................... -- -- 666 -- -- 666

Commercial Building310, 320, 330 West NewberryBloomfield, CT........................... 5 -- 2,938 40 5 2,978

Industrial Buildings14, 15 & 16 International DriveEast Granby, CT.......................... 1,948 106 1,723 3,367 -- 106 5,090

----------- --------- ----------- ----------- ----------- --------- -----------

$ 2,644 $ 4,863 $ 1,723 $ 24,024 $ 2,323 $ 4,943 $ 27,990----------- --------- ----------- ----------- ----------- --------- ---------------------- --------- ----------- ----------- ----------- --------- -----------

<CAPTION>

ACCUM DATE OFDESCRIPTION TOTAL DEPR CONSTR DATE OF ACQ DEPR LIFE----------------------------------------- --------- --------- ----------- ----------- ---------<S> <C> <C> <C> <C> <C>Land - CT................................ 11,667 (361)Restaurant1936 Blue Hills AvenueBloomfield, CT........................... 1,267 (510) 1983 40 yrsResidential DevelpmentMeadow ParkCulbro HomesWindsor, CT.............................. 3,762 --Commercial Buildings29 & 35 Griffin Road SouthBloomfield, CT........................... 2,533 (1,156) 1977 40 yrsCommercial Building55 Griffin Road SouthBloomfield, CT........................... 1,818 (553) 1985 40 yrsCommercial Building204 West NewberryBloomfield, CT........................... 1,565 (314) 1988 40 yrsCommercial Building206 West NewberryBloomfield, CT........................... 1,476 (332) 1988 40 yrsCommercial Building210 West NewberryBloomfield, CT........................... 666 (161) 1988 40 yrsCommercial Building310, 320, 330 West NewberryBloomfield, CT........................... 2,983 (477) 1991 40 yrsIndustrial Buildings14, 15 & 16 International DriveEast Granby, CT.......................... 5,196 (2,207) 1978 1989 40 yrs

--------- ---------$ 32,933 $ (6,071)--------- ------------------ ---------

</TABLE>

S-3


SCHEDULE III--REAL ESTATE AND ACCUMULATED DEPRECIATION

(DOLLARS IN THOUSANDS)<TABLE>



<CAPTION>FISCAL YEAR ENDED NOVEMBER 30, 1996 COST RESERVE--------------------------------------------------------------------------------------------- --------- ---------<S> <C> <C>Balance at beginning of period............................................................... $ 38,086 $ (6,179)

Changes during the period:Improvements............................................................................. 592Additions to reserve charged to costs and expenses....................................... (822)Disposals & retirements.................................................................. (4,648) 930Cost of sales............................................................................ (1,097)

--------- ---------Balance at end of period..................................................................... $ 32,933 $ (6,071)

--------- ------------------ ---------

<CAPTION>

FISCAL YEAR ENDED DECEMBER 2, 1995 COST RESERVE--------------------------------------------------------------------------------------------- --------- ---------<S> <C> <C>Balance at beginning of period............................................................... $ 38,450 $ (5,118)

Changes during the period:Improvements............................................................................. 802Additions to reserve charged to costs and expenses....................................... (814)Reclassification......................................................................... (247)Cost of sales............................................................................ (1,166)


--------- ------------------ ---------

<CAPTION>

FISCAL YEAR ENDED DECEMBER 3, 1994 COST RESERVE--------------------------------------------------------------------------------------------- --------- ---------<S> <C> <C>Balance at beginning of period............................................................... $ 41,698 $ (4,338)

Changes during the period:Improvements............................................................................. 1,624Additions to reserve charged to costs and expenses....................................... (780)Cost of sales............................................................................ (4,872)


--------- ------------------ ---------

</TABLE>

S-4

PART II

ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES

Prior to March 18, 1997, Culbro Corporation held all 1,000 then-issued andoutstanding shares of common stock, par value $0.01 per share, of Griffin (the"Original Shares"). On March 18, 1997, pursuant to an amended and restatedcertificate of incorporation of Griffin, each Original Share was exchanged forone share of Class B Common Stock, par value $0.01 per share (the "Class BCommon Stock"). Prior to the Distribution Date, Griffin intends to file anAmended and Restated Certificate of Incorporation, the form of which is filed asan exhibit to this Registration Statement, pursuant to which each share of ClassB Common Stock will be exchanged for one share of newly-authorized common stock,par value $0.01 per share (the "Common Stock"). Prior to the Distribution,Griffin will effect a stock split such that the number of issued and outstandingshares of Common Stock will equal the number of then-outstanding shares ofcommon stock, par value $0.01, of Culbro Corporation.

ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Griffin Land & Nurseries, Inc. is a Delaware corporation. Reference is madeto Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL"), whichenables a corporation in its original certificate of incorporation or anamendment thereto to eliminate or limit the personal liability of a director forviolations of the director's fiduciary duty, except (i) for any breach of thedirector's duty of loyalty to the corporation or its stockholders, (ii) for actsor omissions not in good faith or which involve intentional misconduct or aknowing violation of law, (iii) pursuant to Section 174 of the DGCL (providingfor liability of directors for unlawful payments of dividends of unlawful stockpurchase or redemptions) or (iv) for any transaction from which a directorderived an improper personal benefit.

Reference is also made to Section 145 of the DGCL, which provides that a



corporation may indemnify any person, including an officer or director, who is,or is threatened to be made, party to any threatened, pending or completed legalaction, suit or proceeding, whether civil, criminal, administrative orinvestigative (other than an action by or in the right of such corporation), byreason of the fact that such person was an officer, director, employee or agentof such corporation or is or was serving at the request of such corporation as adirector, officer, employee or agent of another corporation or enterprise. Theindemnity may include expenses (including attorney's fees), judgments, fines andamounts paid in settlement actually and reasonably incurred by such person inconnection with such action, suit or proceeding, provided such officer,director, employee or agent acted in good faith and in a manner he reasonablybelieved to be in, or not opposed to, the corporation's best interest and, forcriminal proceeding, had no reasonable cause to believe that his conduct wasunlawful. A Delaware corporation may indemnify any officer or director in anyaction by or in the right of the corporation under the same conditions, exceptthat no indemnification is permitted without judicial approval if the officer ordirector is adjudged to be liable to the corporation. Where an officer ordirector is successful on the merits or otherwise in the defense of any actionreferred to above, the corporation must indemnify him against the expenses thatsuch officer or director actually and reasonably incurred.

Article VII of the Bylaws of Griffin Land & Nurseries, Inc. (filed asExhibit 3.2) provides for indemnification of the officers and directors to thefull extent permitted by applicable law.

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements--see pages F-1 and S-1

(b) Exhibits

<TABLE><CAPTION>EXHIBIT

NO. DESCRIPTION--------- ----------------------------------------------------------------------------------------------------<C> <S>

2.1 Form of Distribution Agreement among Culbro Corporation, Griffin Land & Nurseries, Inc. and GeneralCigar Holdings, Inc. (incorporated by reference to the Registration Statement on Form S-1 ofGeneral Cigar Holdings, Inc., filed December 24, 1996, as amended)

</TABLE>

II-1



3.1 Form of Amended and Restated Certificate of Incorporation of Griffin Land & Nurseries, Inc.3.2 Form of Bylaws of Griffin Land & Nurseries, Inc.

10.1 Form of Tax Sharing Agreement among Culbro Corporation, Griffin Land & Nurseries, Inc. and GeneralCigar Holdings, Inc. (incorporated by reference to the Registration Statement on Form S-1 ofGeneral Cigar Holdings, Inc., filed December 24, 1996, amended)

10.2 Form of Benefits and Employment Matters Allocation Agreement among Culbro Corporation, Griffin Land& Nurseries, Inc. and General Cigar Holdings, Inc. (incorporated by reference to the RegistrationStatement on Form S-1 of General Cigar Holdings, Inc., filed December 24, 1996, amended)

10.3 Form of Services Agreement among Culbro Corporation, Griffin Land & Nurseries, Inc. and GeneralCigar Holdings, Inc. (incorporated by reference to the Registration Statement on Form S-1 ofGeneral Cigar Holdings, Inc., filed December 24, 1996, amended)

10.4 Form of Agricultural Lease between Griffin Land & Nurseries, Inc. and General Cigar Holdings, Inc.(incorporated by reference to the Registration Statement on Form S-1 of General Cigar Holdings,Inc., filed December 24, 1996, amended)

10.5 Employment Agreement between Culbro Corporation and Jay M. Green, dated as of April 8, 1994 and asamended on January 11, 1997 (incorporated by reference to the Registration Statement on Form S-1of General Cigar Holdings, Inc., filed December 24, 1996, amended)

10.6 Form of 1997 Stock Option Plan of Griffin Land & Nurseries, Inc.10.7 Form of 401(k) Plan of Griffin Land & Nurseries, Inc.10.8 1996 Stock Plan of Culbro Corporation, dated as of March 15, 1996 (incorporated by reference to the

definitive proxy statement of Culbro Corporation, dated March 15, 1996, for its Annual Meeting ofShareholders held on April 11, 1996)

10.9 1992 Stock Plan of Culbro Corporation, dated December 10, 1993 (incorporated by reference to thedefinitive proxy statement of Culbro Corporation, dated March 3, 1993, for its Annual Meeting ofShareholders held on April 8, 1993)

10.10 Stock Option Plan for Non-employee Directors of Culbro Corporation, dated December 10, 1993(incorporated by reference to the definitive proxy statement of Culbro Corporation, dated March 3,1993, for its Annual Meeting of Shareholders held on April 8, 1993)

10.11 1991 Employees Incentive Stock Option Plan of Culbro Corporation, dated as of January 31, 1991 andas amended on February 12, 1985 (incorporated by reference to the definitive proxy statement ofCulbro Corporation, dated April 9, 1991, for its Annual Meeting of Shareholders held on May 9,1993)



10.12 Annual Incentive Compensation Plan of Culbro Corporation, dated as of December 7, 1995 (incorporatedby reference to the Registration Statement on Form S-1 of General Cigar Holdings, Inc., filedDecember 24, 1996, amended)

10.13 Annual Incentive Compensation Plan of General Cigar Co., Inc., dated as of December 7, 1995(incorporated by reference to the Registration Statement on Form S-1 of General Cigar Holdings,Inc., filed December 24, 1996, amended)

10.14 Long Term Performance Plan of Culbro Corporation for the three-year period 1995-1997 (incorporatedby reference to the Registration Statement on Form S-1 of General Cigar Holdings, Inc., filedDecember 24, 1996, amended)

</TABLE>

II-2



10.15 Deferred Incentive Compensation Plan of Culbro Corporation, dated as of December 13, 1982 and asamended on February 12, 1985 (incorporated by reference to the Registration Statement on Form S-1of General Cigar Holdings, Inc., filed December 24, 1996, amended)

21.1 Subsidiaries of Griffin Land & Nurseries, Inc.</TABLE>

II-3

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of1934, the Registrant has duly caused this Registration Statement to be signed onits behalf by the undersigned, thereunto duly authorized, in the County of NewYork, State of New York on June 3, 1997.


By: /s/ FREDERICK M. DANZIGER-----------------------------------------

Frederick M. DanzigerPRESIDENT

II-4

EXHIBIT INDEX



2.1 Form of Distribution Agreement among Culbro Corporation, Griffin Land & Nurseries, Inc. and GeneralCigar Holdings, Inc. (incorporated by reference to the Registration Statement on Form S-1 ofGeneral Cigar Holdings, Inc., filed December 24, 1996, as amended)

3.1 Form of Amended and Restated Certificate of Incorporation of Griffin Land & Nurseries, Inc.3.2 Form of Bylaws of Griffin Land & Nurseries, Inc.

10.1 Form of Tax Sharing Agreement among Culbro Corporation, Griffin Land & Nurseries, Inc. and GeneralCigar Holdings, Inc. (incorporated by reference to the Registration Statement on Form S-1 ofGeneral Cigar Holdings, Inc., filed December 24, 1996, amended)

10.2 Form of Benefits and Employment Matters Allocation Agreement among Culbro Corporation, Griffin Land& Nurseries, Inc. and General Cigar Holdings, Inc. (incorporated by reference to the RegistrationStatement on Form S-1 of General Cigar Holdings, Inc., filed December 24, 1996, amended)

10.3 Form of Services Agreement among Culbro Corporation, Griffin Land & Nurseries, Inc. and GeneralCigar Holdings, Inc. (incorporated by reference to the Registration Statement on Form S-1 ofGeneral Cigar Holdings, Inc., filed December 24, 1996, amended)

10.4 Form of Agricultural Lease between Griffin Land & Nurseries, Inc. and General Cigar Holdings, Inc.(incorporated by reference to the Registration Statement on Form S-1 of General Cigar Holdings,Inc., filed December 24, 1996, amended)

10.5 Employment Agreement between Culbro Corporation and Jay M. Green, dated as of April 8, 1994 and asamended on January 11, 1997 (incorporated by reference to the Registration Statement on Form S-1of General Cigar Holdings, Inc., filed December 24, 1996, amended)

10.6 Form of 1997 Stock Option Plan of Griffin Land & Nurseries, Inc.10.7 Form of 401(k) Plan of Griffin Land & Nurseries, Inc.10.8 1996 Stock Plan of Culbro Corporation, dated as of March 15, 1996 (incorporated by reference to the

definitive proxy statement of Culbro Corporation, dated March 15, 1996, for its Annual Meeting of



Shareholders held on April 11, 1996)10.9 1992 Stock Plan of Culbro Corporation, dated December 10, 1993 (incorporated by reference to the

definitive proxy statement of Culbro Corporation, dated March 3, 1993, for its Annual Meeting ofShareholders held on April 8, 1993)

10.10 Stock Option Plan for Non-employee Directors of Culbro Corporation, dated December 10, 1993(incorporated by reference to the definitive proxy statement of Culbro Corporation, dated March 3,1993, for its Annual Meeting of Shareholders held on April 8, 1993)

10.11 1991 Employees Incentive Stock Option Plan of Culbro Corporation, dated as of January 31, 1991 andas amended on February 12, 1985 (incorporated by reference to the definitive proxy statement ofCulbro Corporation, dated April 9, 1991, for its Annual Meeting of Shareholders held on May 9,1993)

10.12 Annual Incentive Compensation Plan of Culbro Corporation, dated as of December 7, 1995 (incorporatedby reference to the Registration Statement on Form S-1 of General Cigar Holdings, Inc., filedDecember 24, 1996, amended)

</TABLE>



10.13 Annual Incentive Compensation Plan of General Cigar Co., Inc., dated as of December 7, 1995(incorporated by reference to the Registration Statement on Form S-1 of General Cigar Holdings,Inc., filed December 24, 1996, amended)

10.14 Long Term Performance Plan of Culbro Corporation for the three-year period 1995-1997 (incorporatedby reference to the Registration Statement on Form S-1 of General Cigar Holdings, Inc., filedDecember 24, 1996, amended)

10.15 Deferred Incentive Compensation Plan of Culbro Corporation, dated as of December 13, 1982 and asamended on February 12, 1985 (incorporated by reference to the Registration Statement on Form S-1of General Cigar Holdings, Inc., filed December 24, 1996, amended)

21.1 Subsidiaries of Griffin Land & Nurseries, Inc.</TABLE>



Exhibit 3.1

AMENDED AND RESTATEDCERTIFICATE OF INCORPORATION

OFGRIFFIN LAND & NURSERIES, INC.

Griffin Land & Nurseries, Inc. (the "Corporation"), a corporationorganized and existing under the General Corporation Law of the State ofDelaware (the "DGCL"), does hereby certify as follows:

1. The present name of the Corporation is Griffin Land & Nurseries,Inc. The Corporation was originally incorporated under the name "Culbro Realtyand Development Corporation" and its original certificate of incorporation wasfiled with the office of the Secretary of State of the State of Delaware onMarch 10, 1970.

2. This Amended and Restated Certificate of Incorporation was dulyadopted by the Board of Directors of the Corporation (the "Board") and by thesole stockholder of the Corporation in accordance with Sections 228, 242, and245 of the DGCL.

3. This Amended and Restated Certificate of Incorporation restatesand integrates and amends the certificate of incorporation of the Corporation,as heretofore amended, supplemented and/or restated (the "Certificate ofIncorporation").

4. Upon the filing (the "Effective Time") of this Certificate ofIncorporation pursuant to the DGCL, each share of the Corporation's Class BCommon Stock, $0.01 par value per share, issued and outstanding immediatelyprior to the Effective Time (the "Old Common Stock") shall be reclassified asand changed into one validly issued, fully paid, and non-assessable share ofCommon Stock authorized by subparagraph (a) of Article FOURTH of the Certificateof Incorporation (totaling 1,000 shares of Common Stock), without any action bythe holder thereof (the "Reclassification"). Each certificate that theretoforerepresented a share or shares of Old Common Stock shall thereafter representthat number of shares of Common Stock into which the share or shares of OldCommon Stock represented by such certificate shall have been reclassified.

5. The text of the Certificate of Incorporation is amended andrestated in its entirety as follows:

FIRST: The name of the corporation (the "Corporation") is GriffinLand & Nurseries, Inc.

SECOND: The address of the registered office of the Corporation inthe State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, in the



City of Wilmington, County of New Castle. The name of its registered agent atthat address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful actor activity for which a corporation may be organized under the DGCL.

FOURTH: (a) Authorized Capital Stock. The Corporation is authorizedto issue 15 million shares of capital stock, of which 10 million shares shall beshares of Common Stock, $0.01 par value ("Common Stock") and 5 million sharesshall be shares of Preferred Stock, $0.01 par value ("Preferred Stock").

(b) Preferred Stock. The Board is expressly authorized to providefor the issuance of all or any shares of the Preferred Stock in one or moreclasses or series, and to fix for each such class or series such voting powers,full or limited, or no voting powers, and such designations, preferences andrelative, participating, optional or other special rights and suchqualifications, limitations or restrictions thereof, as shall be stated andexpressed in the resolution or resolutions adopted by the Board providing forthe issuance of such class or series, including, without limitation, theauthority to provide that any such class or series may be (i) subject toredemption at such time or times and at such price or prices; (ii) entitled toreceive dividends (which may be cumulative or non-cumulative) at such rates, onsuch conditions, and at such times, and payable in preference to, or in suchrelation to, the dividends payable on any other class or classes or any otherseries; (iii) entitled to such rights upon the dissolution of, or upon anydistribution of the assets of, the Corporation; or (iv) convertible into, orexchangeable for, shares of any other class or classes of stock, or of any otherseries of the same or any other class or classes of stock, of the Corporation atsuch price or prices or at such rates of exchange and with such adjustments; allas may be stated in such resolution or resolutions.

FIFTH: The following provisions are inserted for the management ofthe business and the conduct of the affairs of the Corporation, and for furtherdefinition, limitation and regulation of the powers of the Corporation and ofits directors and stockholders:

(a) The business and affairs of the Corporation shall be managed byor under the direction of the Board of Directors.

(b) The directors shall have concurrent power with the stockholdersto adopt, amend, or repeal the By-Laws of the Corporation.

(c) The number of directors of the Corporation shall be as from timeto time fixed by, or in the manner provided in, the By-Laws of the Corporation.Election of directors need not be by written ballot unless the By-Laws soprovide.

(d) No director shall be personally liable to the Corporation or anyof its stockholders for monetary damages for breach of fiduciary duty as adirector, except for liability (i) for any breach of the director's duty of



loyalty to the Corporation or its stockholders, (ii) for acts or omissions notin good faith or which involve intentional misconduct or a knowing violation oflaw, (iii) pursuant to Section 174 of the DGCL or (iv) for any transaction fromwhich the director derived an improper personal benefit. If the DGCL is amendedhereafter to

2

authorize the further elimination or limitation of liability of directors, thenthe liability of a director of the Corporation shall be eliminated or limited tothe fullest extent authorized by the DGCL, as so amended. Any repeal ormodification of this Article FIFTH by the stockholders of the Corporation shallnot adversely affect any right or protection of a director of the Corporationexisting at the time of such repeal or modification with respect to acts oromissions occurring prior to such repeal or modification.

(e) In addition to the powers and authority hereinbefore or bystatute expressly conferred upon them, the directors are hereby empowered toexercise all such powers and do all such acts and things as may be exercised ordone by the Corporation, subject, nevertheless, to the provisions of the DGCL,this Certificate of Incorporation and any By-Laws adopted by the stockholders;provided, however, that no By-Laws hereafter adopted by the stockholders shallinvalidate any prior act of the directors which would have been valid if suchBy-Laws had not been adopted.

(f) The Corporation expressly elects not to be governed by Section203 of the DGCL.

SIXTH: Meetings of stockholders may be held within or without theState of Delaware, as the By-Laws may provide. The books of the Corporation maybe kept (subject to any provision contained in the DGCL) outside the State ofDelaware at such place or places as may be designated from time to time by theBoard or in the ByLaws.

SEVENTH: The Corporation shall indemnify its directors and officersto the fullest extent authorized or permitted by law, as now or hereafter ineffect, and such right to indemnification shall continue as to a person who hasceased to be a director or officer of the Corporation and shall inure to thebenefit of his or her heirs, executors and personal and legal representatives;provided, however, that, except for proceedings to enforce rights toindemnification, the Corporation shall not be obligated to indemnify anydirector or officer (or his or her heirs, executors or personal or legalrepresentatives) in connection with a proceeding (or part thereof) initiated bysuch person unless such proceeding (or part thereof) was authorized or consentedto by the Board of Directors. The right to indemnification conferred by thisArticle SEVENTH shall include the right to be paid by the Corporation theexpenses incurred in defending or otherwise participating in any proceeding inadvance of its final disposition.

The Corporation may, to the extent authorized from time to time by



the Board of Directors, provide rights to indemnification and to the advancementof expenses to employees and agents of the Corporation similar to thoseconferred in this Article SEVENTH to directors and officers of the Corporation.

The rights to indemnification and to the advance of expensesconferred in this Article SEVENTH shall not be exclusive of any other rightwhich any person may have or hereafter acquire under this Certificate ofIncorporation, the By-Laws, any statute, agreement, vote of stockholders ordisinterested directors or otherwise.

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Any repeal or modification of this Article SEVENTH by thestockholders of the Corporation shall not adversely affect any rights toindemnification and to the advancement of expenses of a director or officer ofthe Corporation existing at the time of such repeal or modification with respectto any acts or omissions occurring prior to such repeal or modification.

EIGHTH: The Corporation reserves the right to amend, alter, changeor repeal any provision contained in this Certificate of Incorporation, in themanner now or hereafter prescribed in this Certificate of Incorporation, theBy-Laws or the laws of the State of Delaware, and all rights herein conferredupon stockholders are granted subject to such reservation.

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IN WITNESS WHEREOF, the Corporation has caused this Amended andRestated Certificate of Incorporation to be duly executed this day of June __,1997.


By: _______________________________Name: Frederick M. DanzigerTitle: President

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Exhibit 3.2

BY-LAWS

OF


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ARTICLE I

Offices

Section 1.1. Registered Offices. The registered office shall be inthe City of Wilmington, County of New Castle, State of Delaware.

Section 1.2. Other Offices. The corporation may also have offices atsuch other places both within and without the State of Delaware as the Board ofDirectors may from time to time determine or the business of the corporation mayrequire.

ARTICLE II

Stockholders

Section 2.1. Annual Meetings. An annual meeting of stockholdersshall be held for the election of directors at such date, time and place, eitherwithin or without the State of Delaware, as may be designated by resolution ofthe Board of Directors from time to time. Any other proper business may betransacted at the annual meeting.

Section 2.2. Special Meetings. Special meetings of stockholders forany purpose or purposes may be called at any time by the Board of Directors, butsuch special meetings may not be called by any other person or persons.

Section 2.3. Notice of Meetings. Whenever stockholders are requiredor permitted to take any action at a meeting, a written notice of the meetingshall be given that shall state the place, date and hour of the meeting and, inthe case of a special meeting, the purpose or purposes for which the meeting iscalled. Unless otherwise provided by law, the certificate of incorporation orthese by-laws, the written notice of any meeting shall be given not less thanten nor more than sixty days before the date of the meeting to each stockholderentitled to vote at such meeting. If mailed, such notice shall be deemed to begiven when deposited in the United States mail, postage prepaid, directed to thestockholder at his address as it appears on the records of the corporation.



Section 2.4. Adjournments. Any meeting of stockholders, annual orspecial, may adjourn from time to time to reconvene at the same or some otherplace, and notice need not be given of any such adjourned meeting if the timeand place thereof are announced at the meeting at which the adjournment istaken. At the adjourned meeting the corporation may transact any business whichmight have been transacted at the original meeting. If the adjournment is formore than thirty days, or if after the adjournment a new record date is fixedfor the adjourned meeting, notice of the adjourned meeting shall be given toeach stockholder of record entitled to vote at the meeting.

Section 2.5. Quorum. Except as otherwise provided by law, thecertificate of incorporation or these by-laws, at each meeting of stockholdersthe presence in person or by proxy of the holders of a majority in voting powerof the outstanding shares of stock entitled to vote at the meeting shall benecessary and sufficient to constitute a quorum. In the absence of a quorum, thestockholders so present may, by a majority in voting power thereof, adjourn themeeting from time to time in the manner provided in Section 2.4 of these by-lawsuntil a quorum shall attend. Shares of its own stock belonging to thecorporation or to another corporation, if a majority of the shares entitled tovote in the election of directors of such other corporation is held, directly orindirectly, by the corporation, shall neither be entitled to vote nor be countedfor quorum purposes, provided, however, that the foregoing shall not limit theright of the corporation or any subsidiary of the corporation to vote stock,including but not limited to its own stock, held by it in a fiduciary capacity.

Section 2.6. Organization. Meetings of stockholders shall bepresided over by the Chairman of the Board, if any, or in his absence by theVice Chairman of the Board, if any, or in his absence by the President, or inhis absence by a Vice President, or in the absence of the foregoing persons by achairman designated by the Board of Directors, or in the absence of suchdesignation by

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a chairman chosen at the meeting. The Secretary shall act as secretary of themeeting, but in his absence the chairman of the meeting may appoint any personto act as secretary of the meeting.

Section 2.7. Voting; Proxies. Except as otherwise provided by thecertificate of incorporation, each stockholder entitled to vote at any meetingof stockholders shall be entitled to one vote for each share of stock held byhim which has voting power upon the matter in question. Each stockholderentitled to vote at a meeting of stockholders or to express consent or dissentto corporate action in writing without a meeting may authorize another person orpersons to act for him by proxy, but no such proxy shall be voted or acted uponafter three years from its date, unless the proxy provides for a longer period.A proxy shall be irrevocable if it states that it is irrevocable and if, andonly as long as, it is coupled with an interest sufficient in law to support anirrevocable power. A stockholder may revoke any proxy which is not irrevocable



by attending the meeting and voting in person or by filing an instrument inwriting revoking the proxy or by delivering a proxy in accordance withapplicable law bearing a later date to the Secretary of the corporation. Votingat meetings of stockholders need not be by written ballot. At all meetings ofstockholders for the election of directors a plurality of the votes cast shallbe sufficient to elect. All other elections and questions shall, unlessotherwise provided by law, the certificate of incorporation or these by-laws, bedecided by the affirmative vote of the holders of a majority in voting power ofthe shares of stock which are present in person or by proxy and entitled to votethereon.

Section 2.8. Fixing Date for Determination of Stockholders ofRecord. In order that the corporation may determine the stockholders entitled tonotice of or to vote at any meeting of stockholders or any adjournment thereof,or to express consent to corporate action in writing without a meeting, orentitled to receive payment of any dividend or other distribution or allotmentof any rights, or entitled to exercise any rights in respect of any change,conversion or exchange of stock or for the purpose of any other lawful action,the Board of Directors may fix a record date, which record date shall notprecede the date upon which the resolution fixing the record date is adopted bythe Board of Directors, and which record date: (1) in the case of determinationof stockholders entitled to vote at any meeting of stockholders or adjournmentthereof, shall, unless otherwise required by law, not be more than sixty norless than ten days before the date of such meeting; (2) in the case ofdetermination of stockholders entitled to express consent to corporate action inwriting without a meeting, shall not be more than ten days from the date uponwhich the resolution fixing the record date is adopted by the Board ofDirectors; and (3) in the case of any other action, shall not be more than sixtydays prior to such other action. If no record date is fixed: (1) the record datefor determining stockholders entitled to notice of or to vote at a meeting ofstockholders shall be at the close of business on the day next preceding the dayon which notice is given, or, if notice is waived, at the close of business onthe day next preceding the day on which the meeting is held; (2) the record datefor determining stockholders entitled to express consent to corporate action inwriting without a meeting, when no prior action of the Board of Directors isrequired by law, shall be the first date on which a signed written consentsetting forth the action taken or proposed to be taken is delivered to thecorporation in accordance with applicable law, or, if prior action by the Boardof Directors is required by law, shall be at the close of business on the day onwhich the Board of Directors adopts the resolution taking such prior action; and(3) the record date for determining stockholders for any other purpose shall beat the close of business on the day on which the Board of Directors adopts theresolution relating thereto. A determination of stockholders of record entitledto notice of or to vote at a meeting of stockholders shall apply to anyadjournment of the meeting; provided, however, that the Board of Directors mayfix a new record date for the adjourned meeting.

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Section 2.9. List of Stockholders Entitled to Vote. The Secretaryshall prepare and make, at least ten days before every meeting of stockholders,a complete list of the stockholders entitled to vote at the meeting, arranged inalphabetical order, and showing the address of each stockholder and the numberof shares registered in the name of each stockholder. Such list shall be open tothe examination of any stockholder, for any purpose germane to the meeting,during ordinary business hours, for a period of at least ten days prior to themeeting, either at a place within the city where the meeting is to be held,which place shall be specified in the notice of the meeting, or if not sospecified, at the place where the meeting is to be held. The list shall also beproduced and kept at the time and place of the meeting during the whole timethereof and may be inspected by any stockholder who is present. Upon the willfulneglect or refusal of the directors to produce such a list at any meeting forthe election of directors, they shall be ineligible for election to any officeat such meeting. Except as otherwise provided by law, the stock ledger shall bethe only evidence as to who are the stockholders entitled to examine the stockledger, the list of stockholders or the books of the corporation, or to vote inperson or by proxy at any meeting of stockholders.

Section 2.10. Action By Written Consent of Stockholders. Unlessotherwise restricted by the certificate of incorporation, any action required orpermitted to be taken at any annual or special meeting of the stockholders maybe taken without a meeting, without prior notice and without a vote, if aconsent or consents in writing, setting forth the action so taken, shall besigned by the holders of outstanding stock having not less than the minimumnumber of votes that would be necessary to authorize or take such action at ameeting at which all shares entitled to vote thereon were present and voted andshall be delivered to the corporation by delivery to its registered office inthe State of Delaware, its principal place of business, or an officer or agentof the corporation having custody of the book in which proceedings of minutes ofstockholders are recorded. Delivery made to the corporation's registered officeshall be by hand or by certified or registered mail, return receipt requested.Prompt notice of the taking of the corporate action without a meeting by lessthan unanimous written consent shall, to the extent required by law, be given tothose stockholders who have not consented in writing.

Section 2.11. Inspectors of Election. The corporation may, and shallif required by law, in advance of any meeting of stockholders, appoint one ormore inspectors of election, who may be employees of the corporation, to act atthe meeting or any adjournment thereof and to make a written report thereof. Thecorporation may designate one or more persons as alternate inspectors to replaceany inspector who fails to act. In the event that no inspector so appointed ordesignated is able to act at a meeting of stockholders, the person presiding atthe meeting shall appoint one or more inspectors to act at the meeting. Eachinspector, before entering upon the discharge of his or her duties, shall takeand sign an oath to execute faithfully the duties of inspector with strictimpartiality and according to the best of his or her ability. The inspector orinspectors so appointed or designated shall (i) ascertain the number of sharesof capital stock of the corporation outstanding and the voting power of eachsuch share, (ii) determine the shares of capital stock of the corporation



represented at the meeting and the validity of proxies and ballots, (iii) countall votes and ballots, (iv) determine and retain for a reasonable period arecord of the disposition of any challenges made to any determination by theinspectors, and (v) certify their determination of the number of shares ofcapital stock of the corporation represented at the meeting and such inspectors'count of all votes and ballots. Such certification and report shall specify suchother information as may be required by law. In determining the validity andcounting of proxies and ballots cast at any meeting of stockholders of thecorporation, the inspectors may consider such information as is permitted byapplicable law. No person who is a candidate for an office at an election mayserve as an inspector at such election.

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Section 2.12. Conduct of Meetings. The date and time of the openingand the closing of the polls for each matter upon which the stockholders willvote at a meeting shall be announced at the meeting by the person presiding overthe meeting. The Board of Directors of the corporation may adopt by resolutionsuch rules and regulations for the conduct of the meeting of stockholders as itshall deem appropriate. Except to the extent inconsistent with such rules andregulations as adopted by the Board of Directors, the chairman of any meeting ofstockholders shall have the right and authority to prescribe such rules,regulations and procedures and to do all such acts as, in the judgment of suchchairman, are appropriate for the proper conduct of the meeting. Such rules,regulations or procedures, whether adopted by the Board of Directors orprescribed by the chairman of the meeting, may include, without limitation, thefollowing: (i) the establishment of an agenda or order of business for themeeting; (ii) rules and procedures for maintaining order at the meeting and thesafety of those present; (iii) limitations on attendance at or participation inthe meeting to stockholders of record of the corporation, their duly authorizedand constituted proxies or such other persons as the chairman of the meetingshall determine; (iv) restrictions on entry to the meeting after the time fixedfor the commencement thereof; and (v) limitations on the time allotted toquestions or comments by participants. Unless and to the extent determined bythe Board of Directors or the chairman of the meeting, meetings of stockholdersshall not be required to be held in accordance with the rules of parliamentaryprocedure.

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ARTICLE III

Board of Directors

Section 3.1. Number; Qualifications. The Board of Directors shallconsist of one or more members, the number thereof to be determined from time totime by resolution of the Board of Directors. Directors need not bestockholders.



Section 3.2. Election; Resignation; Vacancies. The Board ofDirectors shall initially consist of the persons named as directors in thestatement of sole incorporator, and each director so elected shall hold officeuntil the first annual meeting of stockholders or until his successor is electedand qualified. At the first annual meeting of stockholders and at each annualmeeting thereafter, the stockholders shall elect directors each of whom shallhold office for a term of one year or until his successor is elected andqualified. Any director may resign at any time upon written notice to thecorporation. Any newly created directorship or any vacancy occurring in theBoard of Directors for any cause may be filled by a majority of the remainingmembers of the Board of Directors, although such majority is less than a quorum,or by a plurality of the votes cast at a meeting of stockholders, and eachdirector so elected shall hold office until the expiration of the term of officeof the director whom he has replaced or until his successor is elected andqualified.

Section 3.3. Compensation of Directors. Unless otherwise restrictedby the Certificate of Incorporation or these Bylaws, the Board of Directorsshall have the authority to fix the compensation of directors. The directors maybe paid their expenses, if any, of attendance at each meeting of the Board ofDirectors and may be paid a fixed sum for attendance at each meeting of theBoard of Directors or a stated salary as director. No such payment shallpreclude any director from serving the corporation in any other capacity andreceiving compensation therefor. Members of special or standing committees maybe allowed like compensation for attending committee meetings.

Section 3.4. Regular Meetings. Regular meetings of the Board ofDirectors may be held at such places within or without the State of Delaware andat such times as the Board of Directors may from time to time determine, and ifso determined notices thereof need not be given.

Section 3.5. Special Meetings. Special meetings of the Board ofDirectors may be held at any time or place within or without the State ofDelaware whenever called by the President, any Vice President, the Secretary, orby any member of the Board of Directors. Notice of a special meeting of theBoard of Directors shall be given by the person or persons calling the meetingat least twenty-four hours before the special meeting.

Section 3.6. Telephonic Meetings Permitted. Members of the Board ofDirectors, or any committee designated by the Board of Directors, mayparticipate in a meeting thereof by means of conference telephone or similarcommunications equipment by means of which all persons participating in themeeting can hear each other, and participation in a meeting pursuant to thisby-law shall constitute presence in person at such meeting.

Section 3.7. Quorum; Vote Required for Action. At all meetings ofthe Board of Directors a majority of the whole Board of Directors shallconstitute a quorum for the transaction of business. Except in cases in whichthe certificate of incorporation, these by-laws or applicable law otherwiseprovides, the vote of a majority of the directors present at a meeting at which



a quorum is present shall be the act of the Board of Directors.

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Section 3.8. Organization. Meetings of the Board of Directors shallbe presided over by the Chairman of the Board, if any, or in his absence by theVice Chairman of the Board, if any, or in his absence by the President, or intheir absence by a chairman chosen at the meeting. The Secretary shall act assecretary of the meeting, but in his absence the chairman of the meeting mayappoint any person to act as secretary of the meeting.

Section 3.9. Action by Written Consent of Directors. Unlessotherwise restricted by the certificate of incorporation or these by-laws, anyaction required or permitted to be taken at any meeting of the Board ofDirectors, or of any committee thereof, may be taken without a meeting if allmembers of the Board of Directors or such committee, as the case may be, consentthereto in writing, and the writing or writings are filed with the minutes ofproceedings of the Board of Directors or such committee.

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ARTICLE IV

Committees

Section 4.1. Committees. The Board of Directors may designate one ormore committees, each committee to consist of one or more of the directors ofthe corporation. The Board of Directors may designate one or more directors asalternate members of any committee, who may replace any absent or disqualifiedmember at any meeting of the committee. In the absence or disqualification of amember of the committee, the member or members thereof present at any meetingand not disqualified from voting, whether or not he or they constitute a quorum,may unanimously appoint another member of the Board of Directors to act at themeeting in place of any such absent or disqualified member. Any such committee,to the extent permitted by law and to the extent provided in the resolution ofthe Board of Directors, shall have and may exercise all the powers and authorityof the Board of Directors in the management of the business and affairs of thecorporation, and may authorize the seal of the corporation to be affixed to allpapers which may require it.

Section 4.2. Committee Rules. Unless the Board of Directorsotherwise provides, each committee designated by the Board of Directors maymake, alter and repeal rules for the conduct of its business. In the absence ofsuch rules each committee shall conduct its business in the same manner as theBoard of Directors conducts its business pursuant to Article III of theseby-laws.



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ARTICLE V

Officers

Section 5.1. Executive Officers; Election; Qualifications; Term ofOffice; Resignation; Removal; Vacancies. The Board of Directors shall elect aPresident and Secretary, and it may, if it so determines, choose a Chairman ofthe Board and a Vice Chairman of the Board from among its members. The Board ofDirectors may also choose one or more Vice Presidents, one or more AssistantSecretaries, a Treasurer and one or more Assistant Treasurers. Each such officershall hold office until the first meeting of the Board of Directors after theannual meeting of stockholders next succeeding his election, and until hissuccessor is elected and qualified or until his earlier resignation or removal.Any officer may resign at any time upon written notice to the corporation. TheBoard of Directors may remove any officer with or without cause at any time, butsuch removal shall be without prejudice to the contractual rights of suchofficer, if any, with the corporation. Any number of offices may be held by thesame person. Any vacancy occurring in any office of the corporation by death,resignation, removal or otherwise may be filled for the unexpired portion of theterm by the Board of Directors at any regular or special meeting.

Section 5.2. Powers and Duties of Executive Officers. The officersof the corporation shall have such powers and duties in the management of thecorporation as may be prescribed in a resolution by the Board of Directors and,to the extent not so provided, as generally pertain to their respective offices,subject to the control of the Board of Directors. The Board of Directors mayrequire any officer, agent or employee to give security for the faithfulperformance of his duties.

Section 5.3. Compensation. The rates and method of compensation ofall officers of the corporation shall be fixed by the Board of Directors or acommittee thereof.

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ARTICLE VI

Stock

Section 6.1. Certificates. Every holder of stock shall be entitledto have a certificate signed by or in the name of the corporation by theChairman or Vice Chairman of the Board of Directors, if any, or the President ora Vice President, and by the Treasurer or an Assistant Treasurer, or theSecretary or an Assistant Secretary, of the corporation certifying the number ofshares owned by him in the corporation. Any of or all the signatures on thecertificate may be a facsimile. In case any officer, transfer agent or registrar



who has signed or whose facsimile signature has been placed upon a certificateshall have ceased to be such officer, transfer agent, or registrar before suchcertificate is issued, it may be issued by the corporation with the same effectas if he were such officer, transfer agent, or registrar at the date of issue.

Section 6.2. Lost, Stolen or Destroyed Stock Certificates; Issuanceof New Certificates. The corporation may issue a new certificate of stock in theplace of any certificate theretofore issued by it, alleged to have been lost,stolen or destroyed, and the corporation may require the owner of the lost,stolen or destroyed certificate, or his legal representative, to give thecorporation a bond sufficient to indemnify it against any claim that may be madeagainst it on account of the alleged loss, theft or destruction of any suchcertificate or the issuance of such new certificate.

Section 6.3. Legends. If the corporation shall be authorized toissue more than one class of stock or more than one series of any class, thepowers, designations, preferences and relative, participating, optional or otherspecial rights of each class of stock or series thereof and the qualification,limitations or restrictions of such preferences and/or rights shall be set forthin full or summarized on the face or back of the certificate which thecorporation shall issue to represent such class or series of stock, providedthat, except as otherwise provided in section 202 of the General Corporation Lawof the State of Delaware, in lieu of the foregoing requirements, there may beset forth on the face or back of the certificate which the corporation shallissue to represent such class or series of stock, a statement that thecorporation will furnish without charge to each stockholder who so requests thepowers, designations, preferences and relative, participating, optional or otherspecial rights or each class of stock or series thereof and the qualifications,limitations or restrictions of such preferences and/or rights.

Section 6.4. Transfer of Stock. Upon surrender to the corporation orthe transfer agent of the corporation of a certificate for shares duly endorsedor accompanied by proper evidence of succession, assignation or authority totransfer, it shall be the duty of the corporation to issue a new certificate tothe person entitled thereto, cancel the old certificate and record thetransaction upon its books. Upon receipt of proper transfer instructions fromthe registered owner of uncertificated shares such uncertificated shares shallbe canceled and issuance of new equivalent uncertificated shares or certificatedshares shall be made to the person entitled thereto and the transaction shall berecorded upon the books of the corporation.

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ARTICLE VII

Indemnification

Section 7.1. Right to Indemnification. The corporation shallindemnify and hold harmless, to the fullest extent permitted by applicable law



as it presently exists or may hereafter be amended, any person (an "Indemnitee")who was or is made or is threatened to be made a party or is otherwise involvedin any action, suit or proceeding, whether civil, criminal, administrative orinvestigative (a "Proceeding"), by reason of the fact that he, or a person forwhom he is the legal representative, is or was a director or officer of thecorporation or, while a director or officer of the corporation, is or wasserving at the request of the corporation as a director, officer, employee oragent of another corporation or of a partnership, joint venture, trust,enterprise or nonprofit entity, including service with respect to employeebenefit plans, against all liability and loss suffered and expenses (includingattorneys' fees) reasonably incurred by such Indemnitee. Notwithstanding thepreceding sentence, except as otherwise provided in Section 7.3, the corporationshall be required to indemnify an Indemnitee in connection with a Proceeding (orpart thereof) commenced by such Indemnitee only if the commencement of suchProceeding (or part thereof) by the Indemnitee was authorized by the Board ofDirectors of the corporation.

Section 7.2. Prepayment of Expenses. The corporation shall pay theexpenses (including attorneys' fees) incurred by an Indemnitee in defending anyProceeding in advance of its final disposition, provided, however, that, to theextent required by law, such payment of expenses in advance of the finaldisposition of the Proceeding shall be made only upon receipt of an undertakingby the Indemnitee to repay all amounts advanced if it should be ultimatelydetermined that the Indemnitee is not entitled to be indemnified under thisArticle VII or otherwise.

Section 7.3. Claims. If a claim for indemnification or payment ofexpenses under this Article VII is not paid in full within sixty days after awritten claim therefor by the Indemnitee has been received by the corporation,the Indemnitee may file suit to recover the unpaid amount of such claim and, ifsuccessful in whole or in part, shall be entitled to be paid the expense ofprosecuting such claim. In any such action the corporation shall have the burdenof proving that the Indemnitee is not entitled to the requested indemnificationor payment of expenses under applicable law.

Section 7.4. Nonexclusivity of Rights. The rights conferred on anyIndemnitee by this Article VII shall not be exclusive of any other rights whichsuch Indemnitee may have or hereafter acquire under any statute, provision ofthe certificate of incorporation, these by-laws, agreement, vote of stockholdersor disinterested directors or otherwise.

Section 7.5. Other Sources. The corporation's obligation, if any, toindemnify or to advance expenses to any Indemnitee who was or is serving at itsrequest as a director, officer, employee or agent of another corporation,partnership, joint venture, trust, enterprise or nonprofit entity shall bereduced by any amount such Indemnitee may collect as indemnification oradvancement of expenses from such other corporation, partnership, joint venture,trust, enterprise or non-profit enterprise.

Section 7.6. Amendment or Repeal. Any repeal or modification of the



foregoing provisions of this Article VII shall not adversely affect any right orprotection hereunder of any

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Indemnitee in respect of any act or omission occurring prior to the time of suchrepeal or modification.

Section 7.7. Other Indemnification and Prepayment of Expenses. ThisArticle VII shall not limit the right of the corporation, to the extent and inthe manner permitted by law, to indemnify and to advance expenses to personsother than Indemnitees when and as authorized by appropriate corporate action.

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ARTICLE VIII

Miscellaneous

Section 8.1. Dividends. Dividends upon the capital stock of thecorporation subject to the provisions of the Certificate of Incorporation, ifany, may be declared by the Board of Directors at any regular or specialmeeting, pursuant to law. Dividends may be paid in cash, in property, or inshares of the capital stock, subject to the provisions of the Certificate ofIncorporation.

Section 8.2. Reserves. Before payment of any dividend, there may beset aside out of any funds of the corporation available for dividends such sumor sums as the directors from time to time, in their absolute discretion, thinkproper as a reserve or reserves to meet contingencies, or for equalizingdividends, or for repairing or maintaining any property of the corporation, orfor such other purpose as the directors shall think conducive to the interest ofthe corporation, and the directors may modify or abolish any such reserve in themanner in which it was created.

Section 8.3. Fiscal Year. The fiscal year of the corporation shallbe determined by resolution of the Board of Directors.

Section 8.4. Seal. The corporate seal shall have the name of thecorporation inscribed thereon and shall be in such form as may be approved fromtime to time by the Board of Directors.

Section 8.5. Waiver of Notice of Meetings of Stockholders, Directorsand Committees. Any written waiver of notice, signed by the person entitled tonotice, whether before or after the time stated therein, shall be deemedequivalent to notice. Attendance of a person at a meeting shall constitute awaiver of notice of such meeting, except when the person attends a meeting forthe express purpose of objecting, at the beginning of the meeting, to the



transaction of any business because the meeting is not lawfully called orconvened. Neither the business to be transacted at nor the purpose of anyregular or special meeting of the stockholders, directors, or members of acommittee of directors need be specified in any written waiver of notice.

Section 8.6. Interested Directors; Quorum. No contract ortransaction between the corporation and one or more of its directors orofficers, or between the corporation and any other corporation, partnership,association, or other organization in which one or more of its directors orofficers are directors or officers, or have a financial interest, shall be voidor voidable solely for this reason, or solely because the director or officer ispresent at or participates in the meeting of the Board of Directors or committeethereof which authorizes the contract or transaction, or solely because his ortheir votes are counted for such purpose, if: (1) the material facts as to hisrelationship or interest and as to the contract or transaction are disclosed orare known to the Board of Directors or the committee, and the Board of Directorsor committee in good faith authorizes the contract or transaction by theaffirmative votes of a majority of the disinterested directors, even though thedisinterested directors be less than a quorum; or (2) the material facts as tohis relationship or interest and as to the contract or transaction are disclosedor are known to the stockholders entitled to vote thereon, and the contract ortransaction is specifically approved in good faith by vote of the stockholders;or (3) the contract or transaction is fair as to the corporation as of the timeit is authorized, approved or ratified, by the Board of Directors, a committeethereof, or the stockholders. Common or interested directors may be counted indetermining the presence of a quorum at a meeting of the Board of Directors orof a committee which authorizes the contract or transaction.

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Section 8.7. Form of Records. Any records maintained by thecorporation in the regular course of its business, including its stock ledger,books of account, and minute books, may be kept on, or be in the form of, punchcards, magnetic tape, photographs, microphotographs, or any other informationstorage device, provided that the records so kept can be converted into clearlylegible form within a reasonable time.

Section 8.8. Amendment of By-Laws. These by-laws may be altered orrepealed, and new by-laws made, by the Board of Directors, but the stockholdersmay make additional by-laws and may alter and repeal any by-laws whether adoptedby them or otherwise.

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Exhibit 10.6

GRIFFIN LAND & NURSERIES, INC.1997 STOCK OPTION PLAN

Griffin Land & Nurseries, Inc., a Delaware corporation, has adoptedThe Griffin Land & Nurseries, Inc. 1997 Stock Option Plan (the "Plan"),effective as of the Distribution Date (as such term is defined below), for thebenefit of its eligible employees, consultants and directors. The Plan consistsof two plans, one for the benefit of key Employees (as such term is definedbelow) and consultants and one for the benefit of Independent Directors (as suchterm is defined below).

The purposes of this Plan are as follows:

(1) To provide an additional incentive for directors, key Employeesand consultants to further the growth, development and financial success of theCompany by personally benefiting through the ownership of Company Common Stockand thus to benefit directly from its growth, development and financial success.

(2) To enable the Company to obtain and retain the services ofdirectors, key Employees and consultants considered essential to the long rangesuccess of the Company by offering them an opportunity to own Common Stock ofthe Company which will reflect the growth, development and financial success ofthe Company.

ARTICLE I

DEFINITIONS

1.1 General. Wherever the following terms are used in this Plan theyshall have the meanings specified below, unless the context clearly indicatesotherwise.

1.2 Award Limit. "Award Limit" shall mean 150,000 shares of CommonStock, as adjusted pursuant to Section 7.3.

1.3 Board. "Board" shall mean the Board of Directors of the Company.

1.4 Change in Control. "Change in Control" shall mean a change inownership or control of the Company effected through either of the followingtransactions:

(a) any person or related group of persons (other than the Companyor a person that directly or indirectly controls, is controlled by, or isunder common control with, the Company) directly or indirectly acquiresbeneficial ownership (within the meaning of Rule 13d-3 under the Exchange



Act) of securities possessing more than fifty percent (50%) of the totalcombined voting power of the Company's outstanding

securities pursuant to a tender or exchange offer made directly to theCompany's stockholders which the Board does not recommend suchstockholders to accept; or

(b) there is a change in the composition of the Board over a periodof thirty-six (36) consecutive months (or less) such that a majority ofthe Board members (rounded up to the nearest whole number) ceases, byreason of one or more proxy contests for the election of Board members, tobe comprised of individuals who either (i) have been Board memberscontinuously since the beginning of such period or (ii) have been electedor nominated for election as Board members during such period by at leasta majority of the Board members described in clause (i) who were still inoffice at the time such election or nomination was approved by the Board.

1.5 Code. "Code" shall mean the Internal Revenue Code of 1986, asamended.

1.6 Committee. "Committee" shall mean the Compensation Committee ofthe Board, or another committee or subcommittee of the Board, appointed asprovided in Section 6.1.

1.7 Common Stock. "Common Stock" shall mean the common stock of theCompany, par value $0.01 per share, and any equity security of the Companyissued or authorized to be issued in the future, but excluding any preferredstock and any warrants, options or other rights to purchase Common Stock. Debtsecurities of the Company convertible into Common Stock shall be deemed equitysecurities of the Company.

1.8 Company. "Company" shall mean Griffin Land & Nurseries, Inc., aDelaware corporation.

1.9 Corporate Transaction. "Corporate Transaction" shall mean any ofthe following stockholder-approved transactions to which the Company is a party:

(a) a merger or consolidation in which the Company is not thesurviving entity, except for a transaction the principal purpose of whichis to change the State in which the Company is incorporated, form aholding company or effect a similar reorganization as to form whereuponthis Plan and all Options are assumed by the successor entity;

(b) the sale, transfer, exchange or other disposition of all orsubstantially all of the assets of the Company, in complete liquidation ordissolution of the Company in a transaction not covered by the exceptionsto clause (a), above; or

(c) any reverse merger in which the Company is the surviving entitybut in which securities possessing more than fifty percent (50%) of the



total combined voting power of the Company's outstanding securities aretransferred or issued to a person or persons different from those who heldsuch securities immediately prior to such merger.

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1.10 Cullman Group. "Cullman Group" shall mean the group consistingof Edgar M. Cullman, Edgar M. Cullman, Jr., Susan R. Cullman, John L. Ernst,Frederick M. Danziger and the members of their families and trusts for theirbenefit, partnerships in which they own substantial interests and charitablefoundations on whose boards of directors they sit.

1.11 Director. "Director" shall mean a member of the Board.

1.12 Distribution. "Distribution" shall mean the specialdistribution by Culbro Corporation, a New York corporation, of one share of theCompany's Common Stock for each share of Culbro Corporation common stock, parvalue $1.00 per share.

1.13 Distribution Date. "Distribution Date" shall mean the date theDistribution is consummated.

1.14 Employee. "Employee" shall mean any officer or other employee(as defined in accordance with Section 3401(c) of the Code) of the Company, orof any corporation which is a Subsidiary.

1.15 Exchange Act. "Exchange Act" shall mean the Securities ExchangeAct of 1934, as amended.

1.16 Fair Market Value. "Fair Market Value" of a share of CommonStock as of a given date shall be (i) the closing price of a share of CommonStock on the principal exchange on which shares of Common Stock are thentrading, if any (or as reported on any composite index which includes suchprincipal exchange), on the trading day previous to such date, or if shares werenot traded on the trading day previous to such date, then on the next precedingdate on which a trade occurred, or (ii) if Common Stock is not traded on anexchange but is quoted on Nasdaq or a successor quotation system, the meanbetween the closing representative bid and asked prices for the Common Stock onthe trading day previous to such date as reported by Nasdaq or such successorquotation system; or (iii) if Common Stock is not publicly traded on an exchangeand not quoted on Nasdaq or a successor quotation system, the Fair Market Valueof a share of Common Stock as established by the Committee (or the Board, in thecase of Options granted to Independent Directors) acting in good faith;provided, however, that with respect to Options granted to any individual inconnection with the Distribution, the "Fair Market Value" of a share of CommonStock shall be the mean between the opening representative bid and asked pricefor the Common Stock as reported on Nasdaq on the first trading day immediatelyfollowing the date of the Distribution.



1.17 Incentive Stock Option. "Incentive Stock Option" shall mean anoption which conforms to the applicable provisions of Section 422 of the Codeand which is designated as an Incentive Stock Option by the Committee.

1.18 Independent Director. "Independent Director" shall mean amember of the Board who is not an Employee of the Company and who is not amember of the Cullman Group.

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1.19 Non-Qualified Stock Option. "Non-Qualified Stock Option" shallmean an Option which is not designated as an Incentive Stock Option by theCommittee.

1.20 Option. "Option" shall mean a stock option granted underArticle III of this Plan. An Option granted under this Plan shall, as determinedby the Committee, be either a Non-Qualified Stock Option or an Incentive StockOption; provided, however, that Options granted to Independent Directors andconsultants shall be Non-Qualified Stock Options.

1.21 Optionee. "Optionee" shall mean an Employee, consultant orIndependent Director granted an Option under this Plan.

1.22 Plan. "Plan" shall mean the Griffin Land & Nurseries, Inc. 1997Stock Option Plan.

1.23 QDRO. "QDRO" shall mean a qualified domestic relations order asdefined by the Code or Title I of the Employee Retirement Income Security Act of1974, as amended, or the rules thereunder.

1.24 Rule 16b-3. "Rule 16b-3" shall mean that certain Rule 16b-3under the Exchange Act, as such Rule may be amended from time to time.

1.25 Section 162(m) Participant. "Section 162(m) Participant" shallmean any key Employee designated by the Committee as a key Employee whosecompensation for the fiscal year in which the key Employee is so designated or afuture fiscal year may be subject to the limit on deductible compensationimposed by Section 162(m) of the Code.

1.26 Subsidiary. "Subsidiary" shall mean any corporation in anunbroken chain of corporations beginning with the Company if each of thecorporations other than the last corporation in the unbroken chain then ownsstock possessing 50 percent or more of the total combined voting power of allclasses of stock in one of the other corporations in such chain.

1.27 Termination of Consultancy. "Termination of Consultancy" shallmean the time when the engagement of an Optionee as a consultant to the Companyor a Subsidiary is terminated for any reason, with or without cause, including,but not by way of limitation, by resignation, discharge, death or retirement;



but excluding terminations where there is a simultaneous commencement ofemployment with the Company or any Subsidiary. The Committee, in its absolutediscretion, shall determine the effect of all matters and questions relating toTermination of Consultancy, including, but not by way of limitation, thequestion of whether a Termination of Consultancy resulted from a discharge forgood cause, and all questions of whether a particular leave of absenceconstitutes a Terminations of Consultancy. Notwithstanding any other provisionof this Plan, the Company or any Subsidiary has an absolute and unrestrictedright to terminate a consultant's service at any time for any reason whatsoever,with or without cause, except to the extent expressly provided otherwise inwriting.

1.28 Termination of Directorship. "Termination of Directorship"shall mean the time when an Optionee who is an Independent Director ceases to bea Director for any

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reason, including, but not by way of limitation, a termination by resignation,failure to be elected, death or retirement. The Board, in its sole and absolutediscretion, shall determine the effect of all matters and questions relating toTermination of Directorship with respect to Independent Directors.

1.29 Termination of Employment. "Termination of Employment" shallmean the time when the employee-employer relationship between an Optionee andthe Company or any Subsidiary is terminated for any reason, with or withoutcause, including, but not by way of limitation, a termination by resignation,discharge, death, disability or retirement; but excluding (i) terminations wherethere is a simultaneous reemployment or continuing employment of an Optionee bythe Company or any Subsidiary, (ii) at the discretion of the Committee,terminations which result in a temporary severance of the employee-employerrelationship, and (iii) at the discretion of the Committee, terminations whichare followed by the simultaneous establishment of a consulting relationship bythe Company or a Subsidiary with the former employee. The Committee, in itsabsolute discretion, shall determine the effect of all matters and questionsrelating to Termination of Employment, including, but not by way of limitation,the question of whether a Termination of Employment resulted from a dischargefor good cause, and all questions of whether a particular leave of absenceconstitutes a Terminations of Employment; provided, however, that, with respectto Incentive Stock Options unless otherwise determined by the Committee in itsdiscretion, a leave of absence, change in status from an employee to anindependent contractor or other change in the employee-employer relationshipshall constitute a Termination of Employment if, and to the extent that, suchleave of absence, change in status or other change interrupts employment for thepurposes of Section 422(a)(2) of the Code and the then applicable regulationsand revenue rulings under said Section. Notwithstanding any other provision ofthis Plan, the Company or any Subsidiary has an absolute and unrestricted rightto terminate an Employee's employment at any time for any reason whatsoever,with or without cause, except to the extent expressly provided otherwise in



writing.

ARTICLE II

SHARES SUBJECT TO PLAN

2.1 Shares Subject to Plan.

(a) The shares of stock subject to Options shall be Common Stock,initially shares of the Company's Common Stock, par value $0.01 per share. Theaggregate number of such shares which may be issued upon exercise of suchOptions under the Plan shall not exceed

(i) seven hundred thousand (700,000), reduced by

(ii) the number of shares of Common Stock into which shares ofthe par value $1.00 common stock of Culbro Corporation previously grantedand outstanding under the Culbro Corporation 1991 Employees IncentiveStock Option Plan, the Culbro Corporation 1992 Stock Plan, the CulbroCorporation 1996 Stock Plan, the 1993 Stock Option Plan for Non-EmployeeDirectors of Culbro Corporation, and the 1996 Stock

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Option Plan for Non-Employee Directors of Culbro Corporation areredenominated as options with respect to the Company's Common Stock inconnection with the Distribution. The shares of Common Stock issuable uponexercise of such Options may be either previously authorized but unissuedshares or treasury shares.

(b) The maximum number of shares which may be subject to Optionsgranted under the Plan to any individual in any fiscal year shall not exceed theAward Limit. To the extent required by Section 162(m) of the Code, sharessubject to Options which are canceled continue to be counted against the AwardLimit and if, after grant of an Option, the price of shares subject to suchOption is reduced, the transaction is treated as a cancellation of the Optionand a grant of a new Option and both the Option deemed to be canceled and theOption deemed to be granted are counted against the Award Limit.

2.2 Add-back of Options. If any Option expires or is canceledwithout having been fully exercised, the number of shares subject to such Optionbut as to which such Option was not exercised prior to its expiration,cancellation or exercise may again be optioned hereunder, subject to thelimitations of Section 2.1. Furthermore, any shares subject to Options which areadjusted pursuant to Section 7.3 and become exercisable with respect to sharesof stock of another corporation shall be considered cancelled and may again beoptioned hereunder, subject to the limitations of Section 2.1. Shares of CommonStock which are delivered by the Optionee or withheld by the Company upon theexercise of any Option, in payment of the exercise price thereof, may again be



optioned subject to the limitations of Section 2.1. Notwithstanding theprovisions of this Section 2.2, no shares of Common Stock may again be optionedif such action would cause an Incentive Stock Option to fail to qualify as anincentive stock option under Section 422 of the Code.

ARTICLE III

GRANTING OF OPTIONS

3.1 Eligibility. Any Employee or consultant selected by theCommittee pursuant to Section 3.4(a)(i) shall be eligible to be granted anOption. Each Independent Director of the Company shall be eligible to be grantedOptions at the times and in the manner set forth in Section 3.4(d).

3.2 Disqualification for Stock Ownership. No person may be grantedan Incentive Stock Option under this Plan if such person, at the time theIncentive Stock Option is granted, owns stock possessing more than ten percent(10%) of the total combined voting power of all classes of stock of the Companyor any then existing Subsidiary or parent corporation (within the meaning ofSection 422 of the Code) unless such Incentive Stock Option conforms to theapplicable provisions of Section 422 of the Code.

3.3 Qualification of Incentive Stock Options. No Incentive StockOption shall be granted to any person who is not an Employee.

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3.4 Granting of Options

(a) The Committee shall from time to time, in its absolutediscretion, and subject to applicable limitations of this Plan:

(i) Determine which Employees are key Employees and selectfrom among the key Employees or consultants (including Employees orconsultants who have previously received Options under this Plan) such ofthem as in its opinion should be granted Options;

(ii) Subject to the Award Limit, determine the number ofshares to be subject to such Options granted to the selected key Employeesor consultants;

(iii) Subject to Section 3.3, determine whether such Optionsare to be Incentive Stock Options or Non-Qualified Stock Options andwhether such Options are to qualify as performance-based compensation asdescribed in Section 162(m)(4)(C) of the Code; and

(iv) Determine the terms and conditions of such Options,consistent with this Plan; provided, however, that the terms andconditions of Options intended to qualify as performance-based



compensation as described in Section 162(m)(4)(C) of the Code shallinclude, but not be limited to, such terms and conditions as may benecessary to meet the applicable provisions of Section 162(m) of the Code.

(b) Upon the selection of a key Employee or consultant to be grantedan Option, the Committee shall instruct the Secretary of the Company to issuethe Option and may impose such conditions on the grant of the Option as it deemsappropriate. Without limiting the generality of the preceding sentence, theCommittee may, in its discretion and on such terms as it deems appropriate,require as a condition on the grant of an Option to an Employee or consultantthat the Employee or consultant surrender for cancellation some or all of theunexercised Options which have been previously granted to him under this Plan orotherwise. An Option, the grant of which is conditioned upon such surrender, mayhave an Option price lower (or higher) than the exercise price of suchsurrendered Option, may cover the same (or a lesser or greater) number of sharesas such surrendered Option, may contain such other terms as the Committee deemsappropriate, and shall be exercisable in accordance with its terms, withoutregard to the number of shares, price, exercise period or any other term orcondition of such surrendered Option.

(c) Any Incentive Stock Option granted under this Plan may bemodified by the Committee to disqualify such Option from treatment as an"incentive stock option" under Section 422 of the Code.

(d) During the term of the Plan, each person who is an IndependentDirector on the date of the Distribution shall automatically be granted (i) anOption to purchase three thousand (3,000) shares of Common Stock (subject toadjustment as provided in Section 7.3) on the date of the Distribution and (ii)an Option to purchase two thousand (2,000) shares of

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Common Stock (subject to adjustment as provided in Section 7.3) on the date ofeach annual meeting of stockholders following the Distribution at which theIndependent Director is reelected to the Board. During the term of the Plan, aperson who is initially elected to the Board after the date of the Distributionand who is an Independent Director at the time of such initial electionautomatically shall be granted (i) an Option to purchase three thousand (3,000)shares of Common Stock (subject to adjustment as provided in Section 7.3) on thedate of such initial election and (ii) an Option to purchase two thousand(2,000) shares of Common Stock (subject to adjustment as provided in Section7.3) on the date of each annual meeting of stockholders after such initialelection at which the Independent Director is reelected to the Board. Members ofthe Board who are employees of the Company who subsequently retire from theCompany and remain on the Board will not receive an initial Option grantpursuant to clause (i) of the preceding sentence, but to the extent that theyare otherwise eligible, will receive, after retirement from employment with theCompany, Options as described in clause (ii) of the preceding sentence. All theforegoing Option grants authorized by this Section 3.4(d) are subject to



stockholder approval of the Plan.

ARTICLE IV

TERMS OF OPTIONS

4.1 Option Agreement. Each Option shall be evidenced by a writtenStock Option Agreement, which shall be executed by the Optionee and anauthorized officer of the Company and which shall contain such terms andconditions as the Committee (or the Board, in the case of Options granted toIndependent Directors) shall determine, consistent with this Plan. Stock OptionAgreements evidencing Options intended to qualify as performance-basedcompensation as described in Section 162(m)(4)(C) of the Code shall contain suchterms and conditions as may be necessary to meet the applicable provisions ofSection 162(m) of the Code. Stock Option Agreements evidencing Incentive StockOptions shall contain such terms and conditions as may be necessary to meet theapplicable provisions of Section 422 of the Code.

4.2 Option Price. The price per share of the shares subject to eachOption shall be set by the Committee; provided, however, that such price shallbe no less than the par value of a share of Common Stock, unless otherwisepermitted by applicable state law, and (i) in the case of Options intended toqualify as performance-based compensation as described in Section 162(m)(4)(C)of the Code, such price shall not be less than 100% of the Fair Market Value ofa share of Common Stock on the date the Option is granted; (ii) in the case ofIncentive Stock Options such price shall not be less than 100% of the FairMarket Value of a share of Common Stock on the date the Option is granted (orthe date the Option is modified, extended or renewed for purposes of Section424(h) of the Code); (iii) in the case of Incentive Stock Options granted to anindividual then owning (within the meaning of Section 424(d) of the Code) morethan 10% of the total combined voting power of all classes of stock of theCompany or any Subsidiary or parent corporation thereof (within the meaning ofSection 422 of the Code), such price shall not be less than 110% of the FairMarket Value of a share of Common Stock on the date the Option is granted (orthe date the Option is modified, extended or renewed for purposes of Section424(h) of the Code); and (iv) in the case of Options granted to Independent

8

Directors, such price shall equal 100% of the Fair Market Value of a share ofCommon Stock on the date the Option is granted.

4.3 Option Term. The term of an Option shall be set by the Committeein its discretion; provided, however, that, (i) in the case of Options grantedto Independent Directors, the term shall be ten (10) years from the date theOption is granted, without variation or acceleration hereunder, but subject toSection 5.6, and (ii) in the case of Incentive Stock Options, the term shall notbe more than ten (10) years from the date the Incentive Stock Option is granted,or five (5) years from such date if the Incentive Stock Option is granted to an



individual then owning (within the meaning of Section 424(d) of the Code) morethan 10% of the total combined voting power of all classes of stock of theCompany or any Subsidiary or parent corporation thereof (within the meaning ofSection 422 of the Code). Except as limited by requirements of Section 422 ofthe Code and regulations and rulings thereunder applicable to Incentive StockOptions, the Committee may extend the term of any outstanding Option inconnection with any Termination of Employment or Termination of Consultancy ofthe Optionee, or amend any other term or condition of such Option relating tosuch a termination.

4.4 Option Vesting

(a) The period during which the right to exercise an Option in wholeor in part vests in the Optionee shall be set by the Committee and the Committeemay determine that an Option may not be exercised in whole or in part for aspecified period after it is granted; provided, however, that unless otherwisedetermined by the Committee, Options granted to Employees and consultants shallbecome fully exercisable upon the third anniversary of the date of the Optiongrant, without variation or acceleration hereunder except as provided in Section7.3(b); provided, further, that initial Option grants to Independent Directors(upon the Distribution Date or initial election to the Board) shall be fullyexercisable immediately upon the date of the Option grant, and subsequent Optiongrants to Independent Directors shall become fully exercisable upon the secondanniversary of the date of the Option grant, without variation or accelerationhereunder except as provided in Section 7.3(b). At any time after grant of anOption, the Committee may, in its sole and absolute discretion and subject towhatever terms and conditions it selects, accelerate the period during which anOption (except an Option granted to an Independent Director) vests.

(b) No portion of an Option which is unexercisable at Termination ofEmployment, Termination of Directorship or Termination of Consultancy, asapplicable, shall thereafter become exercisable, except as may be otherwiseprovided by the Committee in the case of Options granted to Employees orconsultants either in the Stock Option Agreement or by action of the Committeefollowing the grant of the Option.

(c) To the extent that the aggregate Fair Market Value of stock withrespect to which "incentive stock options" (within the meaning of Section 422 ofthe Code, but without regard to Section 422(d) of the Code) are exercisable forthe first time by an Optionee during any calendar year (under the Plan and allother incentive stock option plans of the Company and any parent or subsidiarycorporation (within the meaning of Section 422 of the Code) of the Company)exceeds $100,000, such Options shall be treated as Non-Qualified Options to the

9

extent required by Section 422 of the Code. The rule set forth in the precedingsentence shall be applied by taking Options into account in the order in whichthey were granted. For purposes of this Section 4.4(c), the Fair Market Value of



stock shall be determined as of the time the Option with respect to such stockis granted.

4.5 Consideration. In consideration of the granting of an Option,the Optionee shall agree, in the written Stock Option Agreement, to remain inthe employ of (or to consult for or to serve as an Independent Director of, asapplicable) the Company or any Subsidiary for a period of at least one year (orsuch shorter period as may be fixed in the Stock Option Agreement or by actionof the Committee following grant of the Option) after the Option is granted (or,in the case of an Independent Director, until the next annual meeting ofstockholders of the Company). Nothing in this Plan or in any Stock OptionAgreement hereunder shall confer upon any Optionee any right to continue in theemploy of, or as a consultant for, the Company or any Subsidiary, or as adirector of the Company, or shall interfere with or restrict in any way therights of the Company and any Subsidiary, which are hereby expressly reserved,to discharge any Optionee at any time for any reason whatsoever, with or withoutgood cause.

ARTICLE V

EXERCISE OF OPTIONS

5.1 Partial Exercise. An exercisable Option may be exercised inwhole or in part. However, an Option shall not be exercisable with respect tofractional shares and the Committee (or the Board, in the case of Optionsgranted to Independent Directors) may require that, by the terms of the Option,a partial exercise be with respect to a minimum number of shares.

5.2 Manner of Exercise. All or a portion of an exercisable Optionshall be deemed exercised upon delivery of all of the following to the Secretaryof the Company or his office:

(a) A written notice complying with the applicable rules establishedby the Committee (or the Board, in the case of Options granted to IndependentDirectors) stating that the Option, or a portion thereof, is exercised. Thenotice shall be signed by the Optionee or other person then entitled to exercisethe Option or such portion of the Option;

(b) Such representations and documents as the Committee (or theBoard, in the case of Options granted to Independent Directors), in its absolutediscretion, deems necessary or advisable to effect compliance with allapplicable provisions of the Securities Act of 1933, as amended, and any otherfederal or state securities laws or regulations. The Committee or Board may, inits absolute discretion, also take whatever additional actions it deemsappropriate to effect such compliance including, without limitation, placinglegends on share certificates and issuing stop-transfer notices to agents andregistrars;

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(c) In the event that the Option shall be exercised pursuant toSection 7.1 by any person or persons other than the Optionee, appropriate proofof the right of such person or persons to exercise the Option; and

(d) Full cash payment to the Secretary of the Company for the shareswith respect to which the Option, or portion thereof, is exercised. However, theCommittee (or the Board, in the case of Options granted to IndependentDirectors), may in its discretion (i) allow a delay in payment up to thirty (30)days from the date the Option, or portion thereof, is exercised; (ii) allowpayment, in whole or in part, through the delivery of shares of Common Stockowned by the Optionee, duly endorsed for transfer to the Company with a FairMarket Value on the date of delivery equal to the aggregate exercise price ofthe Option or exercised portion thereof; (iii) allow payment, in whole or inpart, through the surrender of shares of Common Stock then issuable uponexercise of the Option having a Fair Market Value on the date of Option exerciseequal to the aggregate exercise price of the Option or exercised portionthereof; (iv) allow payment, in whole or in part, through the delivery ofproperty of any kind which constitutes good and valuable consideration; (v)allow payment, in whole or in part, through the delivery of a full recoursepromissory note bearing interest (at no less than such rate as shall thenpreclude the imputation of interest under the Code) and payable upon such termsas may be prescribed by the Committee or the Board; (vi) allow payment, in wholeor in part, through the delivery of a notice that the Optionee has placed amarket sell order with a broker with respect to shares of Common Stock thenissuable upon exercise of the Option, and that the broker has been directed topay a sufficient portion of the net proceeds of the sale to the Company insatisfaction of the Option exercise price; or (vii) allow payment through anycombination of the consideration provided in the foregoing subparagraphs (ii),(iii), (iv), (v) and (vi). In the case of a promissory note, the Committee (orthe Board, in the case of Options granted to Independent Directors) may alsoprescribe the form of such note and the security to be given for such note. TheOption may not be exercised, however, by delivery of a promissory note or by aloan from the Company when or where such loan or other extension of credit isprohibited by law.

5.3 Conditions to Issuance of Stock Certificates. The Company shallnot be required to issue or deliver any certificate or certificates for sharesof stock purchased upon the exercise of any Option or portion thereof prior tofulfillment of all of the following conditions:

(a) The admission of such shares to listing on all stock exchangeson which such class of stock is then listed;

(b) The completion of any registration or other qualification ofsuch shares under any state or federal law, or under the rulings or regulationsof the Securities and Exchange Commission or any other governmental regulatorybody which the Committee or Board shall, in its absolute discretion, deemnecessary or advisable;

(c) The obtaining of any approval or other clearance from any state



or federal governmental agency which the Committee (or Board, in the case ofOptions granted to Independent Directors) shall, in its absolute discretion,determine to be necessary or advisable;

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(d) The lapse of such reasonable period of time following theexercise of the Option as the Committee (or Board, in the case of Optionsgranted to Independent Directors) may establish from time to time for reasons ofadministrative convenience; and

(e) The receipt by the Company of full payment for such shares,including payment of any applicable withholding tax.

5.4 Rights as Stockholders. The holders of Options shall not be, norhave any of the rights or privileges of, stockholders of the Company in respectof any shares purchasable upon the exercise of any part of an Option unless anduntil certificates representing such shares have been issued by the Company tosuch holders.

5.5 Ownership and Transfer Restrictions. The Committee (or Board, inthe case of Options granted to Independent Directors), in its absolutediscretion, may impose such restrictions on the ownership and transferability ofthe shares purchasable upon the exercise of an Option as it deems appropriate.Any such restriction shall be set forth in the respective Stock Option Agreementand may be referred to on the certificates evidencing such shares. The Committeemay require the Employee to give the Company prompt notice of any disposition ofshares of Common Stock acquired by exercise of an Incentive Stock Option within(i) two years from the date of granting (including the date the Option ismodified, extended or renewed for purposes of Section 424(h) of the Code) suchOption to such Employee or (ii) one year after the transfer of such shares tosuch Employee. The Committee may direct that the certificates evidencing sharesacquired by exercise of an Option refer to such requirement to give promptnotice of disposition.

5.6 Limitations on Exercise of Options Granted to IndependentDirectors. No Option granted to an Independent Director may be exercised to anyextent by anyone after the first to occur of the following events:

(a) The expiration of twelve (12) months from the date of theOptionee's death;

(b) the expiration of twelve (12) months from the date of theOptionee's Termination of Directorship by reason of his permanent and totaldisability (within the meaning of Section 22(e)(3) of the Code);

(c) the expiration of three (3) months from the date of theOptionee's Termination of Directorship for any reason other than such Optionee'sdeath or his permanent and total disability, unless the Optionee dies within



said three-month period; or

(d) The expiration of ten years from the date the Option wasgranted.

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ARTICLE VI

ADMINISTRATION

6.1 Compensation Committee. The Compensation Committee (or anothercommittee or a subcommittee of the Board assuming the functions of the Committeeunder this Plan) shall consist solely of two or more Independent Directorsappointed by and holding office at the pleasure of the Board, each of whom isboth a "non-employee director" as defined by Rule 16b-3 and an "outsidedirector" for purposes of Section 162(m) of the Code. Appointment of Committeemembers shall be effective upon acceptance of appointment. Committee members mayresign at any time by delivering written notice to the Board. Vacancies in theCommittee may be filled by the Board.

6.2 Duties and Powers of Committee. It shall be the duty of theCommittee to conduct the general administration of this Plan in accordance withits provisions. The Committee shall have the power to interpret this Plan andthe agreements pursuant to which Options are granted, and to adopt such rulesfor the administration, interpretation, and application of this Plan as areconsistent therewith and to interpret, amend or revoke any such rules.Notwithstanding the foregoing, the full Board, acting by a majority of itsmembers in office, shall conduct the general administration of the Plan withrespect to Options granted to Independent Directors. Any such grant under thisPlan need not be the same with respect to each Optionee. Any suchinterpretations and rules with respect to Incentive Stock Options shall beconsistent with the provisions of Section 422 of the Code. In its absolutediscretion, the Board may at any time and from time to time exercise any and allrights and duties of the Committee under this Plan except with respect tomatters which under Rule 16b-3 or Section 162(m) of the Code, or any regulationsor rules issued thereunder, are required to be determined in the sole discretionof the Committee.

6.3 Majority Rule; Unanimous Written Consent. The Committee shallact by a majority of its members in attendance at a meeting at which a quorum ispresent or by a memorandum or other written instrument signed by all members ofthe Committee.

6.4 Compensation; Professional Assistance; Good Faith Actions.Members of the Committee shall receive such compensation, if any, for theirservices as members as may be determined by the Board. All expenses andliabilities which members of the Committee incur in connection with theadministration of this Plan shall be borne by the Company. The Committee may,



with the approval of the Board, employ attorneys, consultants, accountants,appraisers, brokers, or other persons. The Committee, the Company and theCompany's officers and Directors shall be entitled to rely upon the advice,opinions or valuations of any such persons. All actions taken and allinterpretations and determinations made by the Committee or the Board in goodfaith shall be final and binding upon all Optionees, the Company and all otherinterested persons. No members of the Committee or Board shall be personallyliable for any action, determination or interpretation made in good faith withrespect to this Plan or Options and the Board shall be fully protected by theCompany in respect of any such action, determination or interpretation.

13

ARTICLE VII

MISCELLANEOUS PROVISIONS

7.1 Not Transferable. Options under this Plan may not be sold,pledged, assigned, or transferred in any manner other than by will or the lawsof descent and distribution or pursuant to a QDRO, unless and until Options havebeen exercised. No Option shall be liable for the debts, contracts orengagements of the Optionee or his successors in interest or shall be subject todisposition by transfer, alienation, anticipation, pledge, encumbrance,assignment or any other means whether such disposition be voluntary orinvoluntary or by operation of law by judgment, levy, attachment, garnishment orany other legal or equitable proceedings (including bankruptcy), and anyattempted disposition thereof shall be null and void and of no effect, except tothe extent that such disposition is permitted by the preceding sentence.

During the lifetime of the Optionee, only he may exercise an Option(or any portion thereof) granted to him under the Plan, unless it has beendisposed of pursuant to a QDRO. After the death of the Optionee, any exercisableportion of an Option may, prior to the time when such portion becomesunexercisable under the Plan or the applicable Stock Option Agreement, beexercised by his personal representative or by any person empowered to do sounder the deceased Optionee's will or under the then applicable laws of descentand distribution.

7.2 Amendment, Suspension or Termination of this Plan. Except asotherwise provided in this Section 7.2, this Plan may be wholly or partiallyamended or otherwise modified, suspended or terminated at any time or from timeto time by the Board or the Committee. However, without approval of theCompany's stockholders given within twelve months before or after the action bythe Board or the Committee, no action of the Board or the Committee may, exceptas provided in Section 7.3, increase the limits imposed in Section 2.1 on themaximum number of shares which may be issued under this Plan, and no action ofthe Board or the Committee may be taken that would otherwise require stockholderapproval as a matter of applicable law, regulation or rule. Furthermore, nomodification of the Award Limit shall be effective prior to the approval of the



Company's stockholders. No amendment, suspension or termination of this Planshall, without the consent of the holder of Options, alter or impair any rightsor obligations under any Options theretofore granted unless the Stock OptionAgreement (described in Section 4.1) itself otherwise expressly so provides. NoOptions may be granted during any period of suspension or after termination ofthis Plan, and in no event may any Incentive Stock Option be granted under thisPlan after the first to occur of the following events:

(a) The expiration of ten years from the date the Plan is adopted bythe Board; or

(b) The expiration of ten years from the date the Plan is approvedby the Company's stockholders under Section 7.4.

14

7.3 Changes in Common Stock or Assets of the Company, Acquisition orLiquidation of the Company and Other Corporate Events.

(a) Subject to Section 7.3(d), in the event that the Committee (orthe Board, in the case of Options granted to Independent Directors) determinesthat any dividend or other distribution (whether in the form of cash, CommonStock, other securities, or other property), recapitalization, reclassification,stock split, reverse stock split, reorganization, merger, consolidation,split-up, spin-off, combination, repurchase, liquidation, dissolution, or sale,transfer, exchange or other disposition of all or substantially all of theassets of the Company (including, but not limited to, a Corporate Transaction),or exchange of Common Stock or other securities of the Company, issuance ofwarrants or other rights to purchase Common Stock or other securities of theCompany, or other similar corporate transaction or event, in the Committee'ssole discretion (or in the case of Options granted to Independent Directors, theBoard's sole discretion), affects the Common Stock such that an adjustment isdetermined by the Committee to be appropriate in order to prevent dilution orenlargement of the benefits or potential benefits intended to be made availableunder the Plan or with respect to an Option, then the Committee (or the Board,in the case of Options granted to Independent Directors) shall, in such manneras it may deem equitable, adjust any or all of

(i) the number and kind of shares of Common Stock (or othersecurities or property) with respect to which Options may be granted underthe Plan, (including, but not limited to, adjustments of the limitationsin Section 2.1 on the maximum number and kind of shares which may beissued and adjustments of the Award Limit),

(ii) the number and kind of shares of Common Stock (or othersecurities or property) subject to outstanding Options, and

(iii) the exercise price with respect to any Option.



(b) Subject to Sections 7.3(b)(vi) and 7.3(d), in the event of anyCorporate Transaction or other transaction or event described in Section 7.3(a)or any unusual or nonrecurring transactions or events affecting the Company, anyaffiliate of the Company, or the financial statements of the Company or anyaffiliate, or of changes in applicable laws, regulations, or accountingprinciples, the Committee (or the Board, in the case of Options granted toIndependent Directors) in its discretion is hereby authorized to take any one ormore of the following actions whenever the Committee (or the Board, in the caseof Options granted to Independent Directors) determines that such action isappropriate in order to prevent dilution or enlargement of the benefits orpotential benefits intended to be made available under the Plan or with respectto any Option granted under this Plan, to facilitate such transactions or eventsor to give effect to such changes in laws, regulations or principles:

(i) In its sole and absolute discretion, and on such terms andconditions as it deems appropriate, the Committee (or the Board, in thecase of Options granted to Independent Directors) may provide, either bythe terms of the agreement or by action taken prior to the occurrence ofsuch transaction or event and either

15

automatically or upon the optionee's request, for either the purchase ofany such Option, for an amount of cash equal to the amount that could havebeen attained upon the exercise of such Option or realization of theOptionee's rights had such Option been currently exercisable or thereplacement of such Option with other rights or property selected by theCommittee (or the Board, in the case of Options granted to IndependentDirectors) in its sole discretion;

(ii) In its sole and absolute discretion, the Committee (orthe Board, in the case of Options granted to Independent Directors) mayprovide, either by the terms of such Option, or by action taken prior tothe occurrence of such transaction or event that it cannot vest, beexercised or become payable after such event;

(iii) In its sole and absolute discretion, and on such termsand conditions as it deems appropriate, the Committee (or the Board, inthe case of Options granted to Independent Directors) may provide, eitherby the terms of such Option or by action taken prior to the occurrence ofsuch transaction or event, that for a specified period of time prior tosuch transaction or event, such Option shall be exercisable as to allshares covered thereby, notwithstanding anything to the contrary in (i)Section 4.4 or (ii) the provisions of such Option;

(iv) In its sole and absolute discretion, and on such termsand conditions as it deems appropriate, the Committee (or the Board, inthe case of Options granted to Independent Directors) may provide, eitherby the terms of such Option, or by action taken prior to the occurrence of



such transaction or event, that upon such event, such Option, be assumedby the successor or survivor corporation, or a parent or subsidiarythereof, or shall be substituted for by similar options, covering thestock of the successor or survivor corporation, or a parent or subsidiarythereof, with appropriate adjustments as to the number and kind of sharesand prices; and

(v) In its sole and absolute discretion, and on such terms andconditions as it deems appropriate, the Committee (or the Board, in thecase of Options granted to Independent Directors) may make adjustments inthe number and type of shares of Common Stock (or other securities orproperty) subject to outstanding Options, and/or in the terms andconditions of (including the exercise price), and the criteria includedin, outstanding Options, and Options which may be granted in the future.

(vi) None of the foregoing discretionary actions taken underthis Section 7.3(b) shall be permitted with respect to Options grantedunder Section 3.4(d) to Independent Directors to the extent that suchdiscretion would be inconsistent with the applicable exemptive conditionsof Rule 16b-3. In the event of a Change in Control or a CorporateTransaction, to the extent that the Board does not have the ability underRule 16b-3 to take or to refrain from taking the discretionary actions setforth in Section 7.3(b)(iii) above, each Option granted to an IndependentDirector shall be exercisable as to all shares covered thereby upon suchChange in Control or during the five days immediately preceding theconsummation of such Corporate Transaction and subject to suchconsummation, notwithstanding anything to the contrary in Section 4.4 orthe

16

vesting schedule of such Options. In the event of a Corporate Transaction,to the extent that the Board does not have the ability under Rule 16b-3 totake or to refrain from taking the discretionary actions set forth inSection 7.3(b)(ii) above, no Option granted to an Independent Director maybe exercised following such Corporate Transaction unless such Option is,in connection with such Corporate Transaction, either assumed by thesuccessor or survivor corporation (or parent or subsidiary thereof) orreplaced with a comparable right with respect to shares of the capitalstock of the successor or survivor corporation (or parent or subsidiarythereof).

(c) Subject to Section 7.3(d) and 7.8, the Committee (or the Board,in the case of Options granted to Independent Directors) may, in its discretion,include such further provisions and limitations in any Option agreement orcertificate, as it may deem equitable and in the best interests of the Company.

(d) With respect to Options which are granted to Section 162(m)Participants and are intended to qualify as performance-based compensation under



Section 162(m)(4)(C), no adjustment or action described in this Section 7.3 orin any other provision of the Plan shall be authorized to the extent that suchadjustment or action would cause the Plan to violate Section 422(b)(1) of theCode or would cause such Option to fail to so qualify under Section162(m)(4)(C), as the case may be, or any successor provisions thereto.Furthermore, no such adjustment or action shall be authorized to the extent suchadjustment or action would result in short-swing profits liability under Section16 or violate the exemptive conditions of Rule 16b-3 unless the Committee (orthe Board, in the case of Options granted to Independent Directors) determinesthat the Option is not to comply with such exemptive conditions. The number ofshares of Common Stock subject to any Option shall always be rounded to the nextwhole number.

7.4 Approval of Plan by Stockholders. This Plan will be submittedfor the approval of the Company's stockholders within twelve months after thedate of the Board's initial adoption of this Plan. Options may be granted priorto such stockholder approval, provided that such Options shall not beexercisable prior to the time when this Plan is approved by the stockholders,and provided further that if such approval has not been obtained at the end ofsaid twelve-month period, all Options previously granted under this Plan shallthereupon be canceled and become null and void.(1)

7.5 Tax Withholding. The Company shall be entitled to requirepayment in cash or deduction from other compensation payable to each Optionee ofany sums required by federal, state or local tax law to be withheld with respectto exercise of any Option. The Committee (or the Board, in the case of Optionsgranted to Independent Directors) may in its discretion and in satisfaction ofthe foregoing requirement allow such Optionee to elect to have the Companywithhold shares of Common Stock otherwise issuable under such Option (or allowthe return of shares of Common Stock) having a Fair Market Value equal to thesums required to be withheld.

----------

(1) See note 2.

17

7.6 Loans. The Committee may, in its discretion, extend one or moreloans to key Employees in connection with the exercise or receipt of an Optiongranted under this Plan. The terms and conditions of any such loan shall be setby the Committee.

7.7 Forfeiture Provisions. Pursuant to its general authority todetermine the terms and conditions applicable to awards under the Plan, theCommittee (or the Board, in the case of Options granted to IndependentDirectors) shall have the right (to the extent consistent with the applicableexemptive conditions of Rule 16b-3) to provide, in the terms of Options torequire the recipient to agree by separate written instrument, that (i) any



proceeds, gains or other economic benefit actually or constructively received bythe recipient upon any receipt or exercise of the Option, or upon the receipt orresale of any Common Stock underlying such Option, must be paid to the Company,and (ii) the Option shall terminate and any unexercised portion of such Option(whether or not vested) shall be forfeited, if (a) a Termination of Employment,Termination of Consultancy or Termination of Directorship occurs prior to aspecified date, or within a specified time period following receipt or exerciseof the Option, or (b) the recipient at any time, or during a specified timeperiod, engages in any activity in competition with the Company, or which isinimical, contrary or harmful to the interests of the Company, as furtherdefined by the Committee (or the Board, as applicable).

7.8 Limitations Applicable to Section 16 Persons andPerformance-Based Compensation. Notwithstanding any other provision of thisPlan, this Plan, and any Option granted to any individual who is then subject toSection 16 of the Exchange Act, shall be subject to any additional limitationsset forth in any applicable exemptive rule under Section 16 of the Exchange Act(including any amendment to Rule 16b-3 of the Exchange Act) that arerequirements for the application of such exemptive rule. To the extent permittedby applicable law, the Plan, Options granted hereunder shall be deemed amendedto the extent necessary to conform to such applicable exemptive rule.Furthermore, notwithstanding any other provision of this Plan, any Option whichis granted to a Section 162(m) Participant and is intended to qualify asperformance-based compensation as described in Section 162(m)(4)(C) of the Codeshall be subject to any additional limitations set forth in Section 162(m) ofthe Code (including any amendment to Section 162(m) of the Code) or anyregulations or rulings issued thereunder that are requirements for qualificationas performance-based compensation as described in Section 162(m)(4)(C) of theCode, and this Plan shall be deemed amended to the extent necessary to conformto such requirements.

7.9 Effect of Plan Upon Options and Compensation Plans. The adoptionof this Plan shall not affect any other compensation or incentive plans ineffect for the Company or any Subsidiary. Nothing in this Plan shall beconstrued to limit the right of the Company (i) to establish any other forms ofincentives or compensation for Employees, Directors or Consultants of theCompany or any Subsidiary or (ii) to grant or assume options or other rights orawards otherwise than under this Plan in connection with any proper corporatepurpose including but not by way of limitation, the grant or assumption ofoptions in connection with the acquisition by purchase, lease, merger,consolidation or otherwise, of the business, stock or assets of any corporation,partnership, limited liability company, firm or association.

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7.10 Compliance with Laws. This Plan, the granting and vesting ofOptions under this Plan and the issuance and delivery of shares of Common Stockand the payment of money under this Plan or under Options hereunder are subjectto compliance with all applicable federal and state laws, rules and regulations



(including but not limited to state and federal securities law and federalmargin requirements) and to such approvals by any listing, regulatory orgovernmental authority as may, in the opinion of counsel for the Company, benecessary or advisable in connection therewith. Any securities delivered underthis Plan shall be subject to such restrictions, and the person acquiring suchsecurities shall, if requested by the Company, provide such assurances andrepresentations to the Company as the Company may deem necessary or desirable toassure compliance with all applicable legal requirements. To the extentpermitted by applicable law, the Plan and Options granted hereunder shall bedeemed amended to the extent necessary to conform to such laws, rules andregulations.

7.11 Titles. Titles are provided herein for convenience only and arenot to serve as a basis for interpretation or construction of this Plan.

7.12 Governing Law. This Plan and any agreements hereunder shall beadministered, interpreted and enforced under the internal laws of the State ofDelaware without regard to conflicts of laws thereof.

* * *

I hereby certify that the foregoing Plan was duly adopted by theBoard of Directors of Griffin Land & Nurseries, Inc. on ______________ ____,1997.

Executed on this ____ day of _______________, 1997.


------------------------------Secretary

19



Exhibit 10.7


401(k) SAVINGS PLAN

GRIFFIN LAND & NURSERIES, INC.401(k) SAVINGS PLAN

TABLE OF CONTENTSPage----

Preamble.................................................................... 1

ARTICLE I

DEFINITIONS............................... 1Section 1.1 - General................................................. 1Section 1.2 - Accounts................................................ 1Section 1.3 - Active Participant...................................... 2Section 1.4 - Administrator........................................... 2Section 1.5 - Annual Addition......................................... 2Section 1.6 - Bargaining Unit......................................... 3Section 1.7 - Beneficiary............................................. 3Section 1.8 - Board................................................... 3Section 1.9 - Break in Service Year................................... 3Section 1.10 - Code.................................................... 4Section 1.11 - Company; Company Affiliate.............................. 4Section 1.12 - Compensation............................................ 5Section 1.13 - Contribution Percentage................................. 5Section 1.14 - Deferral Percentage..................................... 6Section 1.15 - Deferred Compensation................................... 6Section 1.16 - Deferred Compensation Account........................... 6Section 1.17 - Direct Rollover......................................... 6Section 1.18 - Disability Retirement................................... 7Section 1.19 - Disability Retirement Date.............................. 7Section 1.20 - Distributee............................................. 7Section 1.21 - Distribution............................................ 7Section 1.22 - Distribution Date....................................... 7Section 1.23 - Eligible Retirement Plan................................ 7Section 1.24 - Eligible Rollover Distribution.......................... 7Section 1.25 - Employee................................................ 8Section 1.26 - ERISA................................................... 8Section 1.27 - Hardship................................................ 8Section 1.28 - Highly Compensated Employee............................. 9Section 1.29 - Hour of Service......................................... 10



Section 1.30 - Investment Fund......................................... 11Section 1.31 - Leveling Method......................................... 11Section 1.32 - Matching Account........................................ 11Section 1.33 - Military Leave.......................................... 11Section 1.34 - Normal Retirement....................................... 12

Page----

Section 1.35 - Normal Retirement Date.................................. 12Section 1.36 - Participant............................................. 12Section 1.37 - Payday.................................................. 12Section 1.38 - Plan.................................................... 12Section 1.39 - Plan Representative..................................... 12Section 1.40 - Plan Year............................................... 12Section 1.41 - Qualified Account....................................... 13Section 1.42 - Rollover Account........................................ 13Section 1.43 - Rules of the Plan....................................... 13Section 1.44 - Separation from the Service............................. 13Section 1.45 - Service................................................. 13Section 1.46 - Spousal Consent......................................... 14Section 1.47 - Spouse; Surviving Spouse................................ 14Section 1.48 - Statutory Compensation.................................. 14Section 1.49 - Trust................................................... 14Section 1.50 - Trust Agreement......................................... 15Section 1.51 - Trust Fund.............................................. 15Section 1.52 - Trustee................................................. 15Section 1.53 - Vested.................................................. 15Section 1.54 - Years of Vesting Service................................ 15

ARTICLE II

ELIGIBILITY............................... 15Section 2.1 - Requirements for Participation........................... 15Section 2.2 - Notice of Participation.................................. 16Section 2.3 - Enrollment Form.......................................... 16Section 2.4 - Inactive Status.......................................... 17

ARTICLE III

PARTICIPANTS' DEFERRALS......................... 17Section 3.1 - Deferral of Compensation................................. 17Section 3.2 - Suspension of Deferral................................... 17Section 3.3 - Commencement, Resumption or

Change of Deferred Compensation........................ 18Section 3.4 - Deposit in Trust......................................... 18Section 3.5 - Withdrawal from Deferred Compensation

Account other than for Hardship........................ 18Section 3.6 - Hardship Withdrawal from Deferred



Compensation Account................................... 19Section 3.7 - Other Withdrawals Prohibited............................. 21Section 3.8 - Deferral Percentage Fail-Safe Provisions................. 21

ii

Page----

ARTICLE IV

CONTRIBUTIONS OF THE COMPANY...................... 24Section 4.1 - Determination of Annual Contribution..................... 24Section 4.2 - Maximum Annual Contribution.............................. 24Section 4.3 - Contribution Date........................................ 24

ARTICLE V

PARTICIPATION IN COMPANY CONTRIBUTIONS AND FORFEITURES......... 25Section 5.1 - Deferred Compensation Account............................ 25Section 5.2 - Matching Account; Qualified Account...................... 25Section 5.3 - Allocation of Company Contributions...................... 25Section 5.4 - Allocation of Forfeitures................................ 26Section 5.5 - Contribution Percentage Fail-Safe Provisions............. 26Section 5.6 - Reemployment Rights after Qualified Military Service..... 28

ARTICLE VI

INVESTMENT OF ACCOUNTS......................... 29Section 6.1 - Investment Options....................................... 29Section 6.2 - Description of Investment Funds.......................... 30Section 6.3 - Effect of Non-Election................................... 30

ARTICLE VII

VALUATION OF THE TRUST FUND AND ACCOUNTS................ 31Section 7.1 - Determination of Values.................................. 31Section 7.2 - Allocation of Values..................................... 31Section 7.3 - Applicability of Account Values.......................... 31

ARTICLE VIII

VESTING OF INTERESTS.......................... 32Section 8.1 - Vesting of Accounts...................................... 32Section 8.2 - Additional Vesting of Accounts........................... 32

ARTICLE IX



EMPLOYMENT AFTER NORMAL RETIREMENT DATE................. 32Section 9.1 - Continuation of Employment............................... 32Section 9.2 - Continuation of Participation............................ 33Section 9.3 - Mandatory In-Service Distributions....................... 33

iii

Page----

ARTICLE X

BENEFITS UPON RETIREMENT........................ 33Section 10.1 - Normal or Disability Retirement......................... 33Section 10.2 - Rights Upon Normal or Disability Retirement............. 33Section 10.3 - Distribution of Accounts................................ 33Section 10.4 - Determination of Value of Accounts...................... 35

ARTICLE XI

BENEFITS UPON DEATH........................... 35Section 11.1 - Designation of Beneficiary.............................. 35Section 11.2 - Distribution on Death................................... 35Section 11.3 - Determination of Value of Accounts...................... 36

ARTICLE XII

BENEFITS UPON RESIGNATION OR DISCHARGE................. 36Section 12.1 - Distributions on Resignation or Discharge............... 36Section 12.2 - Determination of Value of Accounts...................... 37Section 12.3 - Forfeitures............................................. 37Section 12.4 - Restoration of Forfeitures.............................. 37

ARTICLE XIII

TOP-HEAVY PROVISIONS........................... 38Section 13.1 - Top-Heavy Determination................................. 38Section 13.2 - Minimum Benefits........................................ 41Section 13.3 - Vesting................................................. 41Section 13.4 - Limitation on Benefits.................................. 42

ARTICLE XIV

ADMINISTRATIVE PROVISIONS........................ 43Section 14.1 - Duties and Powers of the Administrator.................. 43Section 14.2 - Expenses of Administration.............................. 43Section 14.3 - Payments................................................ 44Section 14.4 - Statement to Participants............................... 44



Section 14.5 - Inspection of Records................................... 44Section 14.6 - Claims Procedure........................................ 44Section 14.7 - Conflicting Claims...................................... 46Section 14.8 - Effect of Delay or Failure to Ascertain

Amount Distributable or to Locate Distribute.......... 46Section 14.9 - Service of Process...................................... 46

iv

Page----

Section 14.10 - Limitations Upon Powers of the Administrator........... 46Section 14.11 - Effect of Administrator Action......................... 47Section 14.12 - Contributions to Rollover Accounts..................... 47Section 14.13 - Direct Rollovers....................................... 48Section 14.14 - Loans to Participants or Former

Participants, Spouses or Beneficiaries............... 48Section 14.15 - Distributions Pursuant to

Qualified Domestic Relations Orders.................. 50Section 14.16 - Correction of Administrative Error;

Special Contribution................................. 50

ARTICLE XV

TERMINATION, DISCONTINUANCE,AMENDMENT, MERGER, ADOPTION OF PLAN................... 51

Section 15.1 - Termination of Plan; Discontinuanceof Contributions...................................... 51

Section 15.2 - Amendment of Plan....................................... 52Section 15.3 - Retroactive Effect of Plan Amendment.................... 52Section 15.4 - Consolidation or Merger; Adoption

of Plan by Other Companies............................ 52

ARTICLE XVI

MISCELLANEOUS PROVISIONS......................... 53Section 16.1 - Identification of Fiduciaries........................... 53Section 16.2 - Allocation of Fiduciary Responsibilities................ 53Section 16.3 - Limitation on Rights of Employees....................... 54Section 16.4 - Limitation on Annual Additions; Treatment

of Otherwise Excessive Allocations.................... 54Section 16.5 - Governing Law........................................... 55Section 16.6 - Genders and Plurals..................................... 56Section 16.7 - Titles.................................................. 56Section 16.8 - References.............................................. 56



v

Griffin Land & Nurseries, Inc. (the "Company"), a corporationorganized under the laws of the State of Delaware, by resolution of its Board ofDirectors adopted on _______________, 1997, adopted the Griffin Land &Nurseries, Inc. 401(k) Savings Plan (the "Plan") and Trust for the exclusivebenefit of its eligible Employees, effective as of________________, 19___.

The purposes of the Plan are:

(1) To permit Participants to share in the Company's success.

(2) To stimulate and maintain among Participants a sense ofresponsibility, cooperative effort and a sincere interest in the progressand success of the Company.

(3) To increase the efficiency of Participants and toencourage them to remain with the Company until retirement from activeservice.

(4) To provide security for Participants by establishing aplan under which each Participant's share of Company contributions, hisdeferrals and the earnings thereon will be invested and accumulated tocreate a fund to benefit him in the event of his disability or othertermination of employment.

The Plan is intended to comply with the provisions of Sections 401,401(k), 402(a) and other applicable provisions of the Internal Revenue Code,similar provisions of applicable state law, the Employee Retirement IncomeSecurity Act of 1974, as amended and Section 7(e)(4) of the Fair Labor StandardsAct of 1938, as amended.

ARTICLE I

DEFINITIONS

Section 1.1 - General

Whenever any of the following terms is used in the Plan with thefirst letter or letters capitalized, it shall have the meaning specified belowunless the context clearly indicates to the contrary.

Section 1.2 - Accounts

"Account" or "Accounts" of a Participant or former Participant shallmean, as the context indicates, any one or more of his Deferred CompensationAccount, his Rollover



Account, his Qualified Account, or his Matching Account, if any, in the TrustFund established in accordance with Sections 5.1, 14.12, 5.2(b), and 5.2(a),respectively.

Section 1.3 - Active Participant

"Active Participant" shall mean a Participant who is an Employee andis not

(a) in a Bargaining Unit, or

(b) a non-resident alien who receives no earned income fromthe Company which constitutes income from sources within the UnitedStates.

Section 1.4 - Administrator

"Administrator" shall mean the Company acting through its chiefexecutive officer or his delegate.

Section 1.5 - Annual Addition

"Annual Addition" of a Participant for the Plan Year in questionshall mean the sum of

(a) Company contributions and forfeitures allocated to hisMatching Account and his Qualified Account for that Plan Year,

(b) Company contributions and forfeitures allocated to hisDeferred Compensation Account for that Plan Year (excluding any excessamounts determined under Code Section 402(g) which are distributed to himpursuant to Section 17.4(b) not later than the April 15 following thecalendar year in which such excess amounts were deferred),

(c) Company contributions and forfeitures allocated to hisaccounts under all other qualified defined contribution plans, if any, ofthe Company and any Company Affiliate for that Plan Year,

(d) His personal contributions under the Plan (excluding anyexcess amounts distributed to him pursuant to Section 16.4(b)) and allother qualified defined contribution plans, if any, of the Company and anyCompany Affiliate for that Plan Year, and

(e) Except for purposes of Section 16.4(a)(i), the sum of

(i) Company contributions allocated after March 31, 1984to an individual medical account as defined in Code Section415(l)(1), if any, which is maintained under a qualified pension orannuity plan, and



2

(ii) Company contributions paid or accrued for PlanYears ending after December 31, 1985, if any, and allocated to theseparate account of a Key Employee (as defined in Section13.1(b)(iv)) for the purpose of providing post-retirement medicalbenefits,

whether or not such allocations or contributions have been recharacterized ordistributed pursuant to Sections 3.5, 3.6, 3.8 or 5.5.

If, in a particular Plan Year, the Company contributes an amount toa Participant's Accounts because of an erroneous forfeiture in a prior PlanYear, or because of an erroneous failure to allocate amounts in a prior PlanYear, the contribution shall not be considered an Annual Addition with respectto the Participant for that particular Plan Year, but shall be considered anAnnual Addition for the Plan Year to which it relates. If the amount socontributed in the particular Plan Year takes into account actual investmentgains attributable to the period subsequent to the Plan Year to which thecontribution relates, the portion of the total contribution which consists ofsuch gains shall not be considered as an Annual Addition for any Plan Year.

Section 1.6 - Bargaining Unit

"Bargaining Unit" shall mean a bargaining unit covered by acollective bargaining agreement with the Company

(a) if retirement benefits were the subject of good faithbargaining with respect to such agreement, and

(b) if such agreement does not provide for the coverage underthe Plan of Employees in such unit.

Section 1.7 - Beneficiary

"Beneficiary" shall mean a person or trust properly designated by aParticipant or former Participant to receive benefits, or such Participant'sSpouse or heirs at law, as provided in Article XI.

Section 1.8 - Board

"Board" shall mean the Board of Directors of the Company.

Section 1.9 - Break in Service Year

"Break in Service Year" of an Employee or former Employee shall meanthe three hundred and sixty-five day period



3

(a) which begins on the later of

(i) the date of his last Separation from the Service, or

(ii) if the Employee furnishes to the Administrator suchtimely information as the Administrator may reasonably require toestablish that the Employee's absence from work is for any of thefollowing reasons or purposes, the second anniversary of the firstday of his absence from work

a by reason of pregnancy of the Employee,

b by reason of the birth of a child of theEmployee,

c by reason of the placement of a child with theEmployee in connection with the adoption of such child by theEmployee, or

d for purposes of caring for such child for aperiod beginning immediately following such birth orplacement, and

(b) during no part of which he was an Employee or employed bya Company Affiliate.

Section 1.10 - Code

"Code" shall mean the Internal Revenue Code of 1986, as amended.

Section 1.11 - Company; Company Affiliate

(a) "Company" shall mean Griffin Land & Nurseries, Inc. any othercompany which subsequently adopts the Plan as a whole or as to any one or moredivisions, in accordance with Section 15.4(c), and any successor company whichcontinues the Plan under Section 15.4(a).

(b) "Company Affiliate" shall mean any employer which, at the timeof reference, was, with the Company, a member of a controlled group ofcorporations or trades or businesses under common control, or a member of anaffiliated service group, as determined under regulations issued by theSecretary of the Treasury or his delegate under Code Sections 414(b), (c), (m)and 415(h) and any other entity required to be aggregated with the Companypursuant to regulations issued under Code Section 414(o).



4

Section 1.12 - Compensation

(a) "Compensation" of a Participant for any Plan Year shall mean hiswages and all other payments of compensation for that Plan Year as reported onForm W-2 (currently entitled "wages, tips, other compensation") and as describedin Treas. Reg. Section 1.415-2(d)(11)(i), exclusive of reimbursed movingexpenses to the extent that at the time of payment it is reasonable to believethat such expenses are deductible by the Participant under Code Section 217(related to relocation expenses) and including amounts not includable in grossincome by reason of Code Sections 125 (cafeteria plans), 402(e)(3)(401(k)plans), 402(h) or 403(b), but in no event greater than $160,000 (adjusted forincreases in the cost of living described in Code Section 401(a)(17) and, if thePlan Year is less than twelve months, such limit shall be reduced to an amountequal to such limit multiplied by a fraction, the numerator representing thenumber of months in the Plan Year and the denominator of which is twelve).

(b) The Administrator may elect for any Plan Year and solely for thepurposes of Sections 1.13 and 1.14 to exclude from Compensation of Participantsthat part thereof deferred under Article III and under cafeteria plans.

Section 1.13 - Contribution Percentage

(a) "Contribution Percentage" for a Plan Year shall mean, withrespect to eligible Participants who are Highly Compensated Employees as a groupand to eligible Participants who are not Highly Compensated Employees as agroup, the average of the decimal numbers obtained, as to each such Participant,by dividing

(i) his allocations described in subsection (b), by

(ii) his Compensation for that Plan Year.

(b) The allocations described in this subsection are

(i) allocations to his Matching Account under Section 5.3(b)(and, to the extent elected by the Administrator under Section 5.5(b),amounts credited to his Qualified Account for that Plan Year), excludingany amounts forfeited under Section 5.5(b)(vi), and

(ii) allocations to his Deferred Compensation Account, to theextent that the Administrator elects to take such allocations into accountunder Section 5.5.

(c) For purposes of this Section, all plans required to be takeninto account under Code Section 401(m)(2)(B) shall be treated as a single plan.

(d) The Administrator may elect to limit Compensation of a



Participant taken into account for purposes of subsection (a)(ii) to amountsreceived by him for that

5

portion of the Plan Year during which he was eligible to receive allocations tohis Matching Account; provided, however, that such determination shall beapplied uniformly to all Participants for the year in question.

Section 1.14 - Deferral Percentage

(a) "Deferral Percentage" for a Plan Year shall mean, with respectto eligible Participants who are Highly Compensated Employees as a group and toeligible Participants who are not Highly Compensated Employees as a group, theaverage of the decimal numbers obtained, as to each such Participant, bydividing

(i) the amount, if any, credited to his Deferred CompensationAccount for that Plan Year in question under this Plan and any other planswhich are aggregated with this Plan under Code Section 401(k)(3)(A)(including any excess amounts described in Code Section 402(g) if he is aHighly Compensated Employee but excluding any excess amounts distributedto him pursuant to Section 16.4(b)) (and, to the extent elected by theAdministrator under Section 3.8(d), amounts credited to his QualifiedAccount for that Plan Year), by

(ii) his Compensation for that Plan Year.

(b) The Administrator may elect to limit Compensation of aParticipant taken into account for purposes of subsection (a)(ii) to amountsreceived by him for that portion of the Plan Year during which he was eligibleto defer Compensation; provided, however, that such determination shall beapplied uniformly to all Participants for the year in question.

Section 1.15 - Deferred Compensation

"Deferred Compensation" of a Participant shall mean an amountcontributed by the Company to the Plan for him under Section 4.1(a).

Section 1.16 - Deferred Compensation Account

"Deferred Compensation Account" of a Participant shall mean hisindividual account in the Trust Fund established in accordance with Section 5.1.

Section 1.17 - Direct Rollover

"Direct Rollover" shall mean a payment by the Plan to an EligibleRetirement Plan designated by a Distributee.



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Section 1.18 - Disability Retirement

"Disability Retirement" of a Participant shall mean his Separationfrom the Service authorized by the Administrator upon its finding, based oncompetent medical evidence, that the Participant, as a result of mental orphysical disease or condition, will be permanently unable to discharge hisassigned duties.

Section 1.19 - Disability Retirement Date

"Disability Retirement Date" of a Participant shall mean the date(prior to his Normal Retirement Date) fixed by the Administrator for hisDisability Retirement.

Section 1.20 - Distributee

"Distributee" shall mean a Participant or former Participant,Surviving Spouse of a Participant or former Participant, or a Spouse or formerSpouse of a Participant or former Participant who is an alternate payee under a"qualified domestic relations order," as defined in Code Section 414(p).

Section 1.21 - Distribution

"Distribution" shall mean the special distribution by CulbroCorporation, a New York corporation, of one share of Griffin Land & Nurseries,Inc. common stock, par value $0.01 per share for each share of CulbroCorporation common stock, par value $1.00 per share.

Section 1.22 - Distribution Date

"Distribution Date" shall mean the date the Distribution isconsummated.

Section 1.23 - Eligible Retirement Plan

"Eligible Retirement Plan" shall mean an individual retirementaccount (described in Code Section 408(a)), an individual retirement annuity(described in Code Section 408(b)), an annuity plan (described in Code Section403(a)), or a qualified trust (described in Code Section 401(a)), that willaccept a Distributee's Eligible Rollover Distribution; provided, however, thatin the case of an Eligible Rollover Distribution to a Distributee who is aSurviving Spouse of a Participant or former Participant, an "Eligible RetirementPlan" shall mean only an individual retirement account or an individualretirement annuity.



Section 1.24 - Eligible Rollover Distribution

(a) Except as provided in subsection (b), "Eligible RolloverDistribution" shall mean any distribution of all or any portion of aParticipant's or former Participant's Accounts to a Distributee.

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(b) "Eligible Rollover Distribution" shall not mean any distribution

(i) that is one of a series of substantially equal periodicpayments (not less frequently than annually) made for the life (or lifeexpectancy) of the Distributee or the joint lives (or joint lifeexpectancies) of the Distributee and the Distributee's Beneficiary,

(ii) that is paid for a specified period of ten years or more,

(iii) that is part of a series of distributions during acalendar year to the extent that such distributions are expected to totalless than $200 or a total lump sum distribution which is equal to lessthan $200, as described in Temp. Reg. Section 1.401(a)(31)-1T A-11,

(iv) to the extent such distribution is required under CodeSection 401(a)(9), or

(v) to the extent such distribution is not includable in grossincome (determined without regard to the exclusion for net unrealizedappreciation with respect to employer securities).

Section 1.25 - Employee

"Employee" shall mean any person who renders services to the Companyin the status of an employee as the term is defined in Code Section 3121(d).Except as provided in subsection 1.28(b) and Section 1.29, "Employee" shall notinclude leased Employees treated as Employees of the Company pursuant to CodeSections 414(n) and 414(o), employees of a Company Affiliate or independentcontractors treated as Employees of the Company unless otherwise designated bythe Administrator.

Section 1.26 - ERISA

"ERISA" shall mean the Employee Retirement Income Security Act of1974, as amended.

Section 1.27 - Hardship

(a) "Hardship" of a Participant as determined by the Administratorin its discretion on the basis of all relevant facts and circumstances and in



accordance with the following nondiscriminatory and objective standards,uniformly interpreted and consistently applied, and without regard to theexistence of other resources which are reasonably available to the Participantin question, shall mean any one or more of the following:

(i) Unreimbursed expenses for medical care described in CodeSection 213(d) previously incurred by him, his spouse, or his dependent

8

(as described in Code Section 152) or necessary for him, his spouse or hisdependent to obtain medical care.

(ii) Costs directly related to the purchase (excludingmortgage payments) of a principal residence for him.

(iii) Payment of tuition and related educational fees for thenext twelve months of post-secondary education for him, his spouse,children, or his dependents (as so described).

(iv) Payments necessary to prevent his eviction from hisprincipal residence, or foreclosure on the mortgage of his principalresidence.

(v) Any other event identified by the Commissioner of InternalRevenue in revenue rulings, notices and/or other documents of generalapplicability for inclusion in the foregoing list.

(b) A financial need shall not fail to qualify as immediate andheavy merely because such need was reasonably foreseeable by the Participant orvoluntarily incurred by him.

Section 1.28 - Highly Compensated Employee

(a) For any current Plan Year, a "Highly Compensated Employee" shallmean any Employee who

(i) in the previous Plan Year

a was a five percent owner of the Company or a CompanyAffiliate (within the meaning of Code Section 416(i)(1)) at any timeduring the Plan Year,

b had Statutory Compensation in excess of $80,000(adjusted at the same time and in the same manner as under CodeSection 415(d), except that the base period shall be the calendarquarter ending September 30, 1996), and



c if the Company elects, was in the group consisting ofthe top twenty percent of Employees when ranked by StatutoryCompensation for the Plan Year in question,

(ii) in the current Plan Year was a five percent owner of theCompany or a Company Affiliate (within the meaning of Code Section416(i)(1)) at any time during the Plan Year,

9

and any former Employee, who during the Plan Year in which he separated from theService or during any Plan Year ending on or after his fifty-fifth birthday, wasdescribed in paragraph (i) or (ii).

(b) For purposes of this Section, "Statutory Compensation" shallinclude Compensation deferral amounts and other amounts required to be takeninto account pursuant to Code Section 414(q)(4), and "Employee" shall includeleased Employees treated as Employees of the Company pursuant to Code Section414(n) or 414(o) and shall include Employees of a Company Affiliate, but shallnot include Employees on a leave of absence throughout the Plan Year, orEmployees who receive Statutory Compensation for the Plan Year in an amount lessthan 50% of such Employee's average annual compensation for the threeconsecutive calendar years preceding the Plan Year during which such Employeereceived the greatest amount of Statutory Compensation.

Section 1.29 - Hour of Service

(a) "Hour of Service" of an Employee (including a leased Employeepursuant to Code Sections 414(n) and (o)) shall mean the following:

(i) Each hour for which he is paid or entitled to payment bythe Company or a Company Affiliate for the performance of services.

(ii) Each hour in or attributable to a period of time duringwhich he performs no duties (irrespective of whether he has had aSeparation from the Service) due to a vacation, holiday, illness,incapacity (including disability), layoff, jury duty, military duty or aleave of absence for which he is so paid or so entitled to payment by theCompany or a Company Affiliate, whether direct or indirect; provided,however, that no such hours shall be credited to an Employee ifattributable to payments made or due under a plan maintained solely forthe purpose of complying with applicable workers' compensation,unemployment compensation or disability insurance laws or to a paymentwhich solely reimburses the Employee for medical or medically relatedexpenses incurred by him.

(iii) Each hour for which he is entitled to back pay,irrespective of mitigation of damages, whether awarded or agreed to by the



Company or a Company Affiliate.

(b) Hours of Service under subsections (a)(ii) and (a)(iii) shall becalculated in accordance with 29 C.F.R. ss. 2530.200b-2(b). Each Hour of Serviceshall be attributed to the Plan Year or initial eligibility year in which itoccurs except to the extent that the Company, in accordance with 29 C.F.R. ss.2530.200b-2(c), credits such Hour to another computation period under areasonable method consistently applied.

(c) The Hours of Service of an Employee occurring prior to theDistribution Date shall be determined by the Administrator from reasonablyaccessible

10

records by means of appropriate calculations and approximations or, if suchrecords are insufficient to make an appropriate determination, by reasonableestimation.

(d) For purposes of Section 1.45, an Hour of Service of any Employeewho completes an Hour of Service as an Employee on the date immediately prior toDistribution Date and who becomes an Employee of the Company on or prior toDecember 31, 1998 shall also include each hour prior to such date that would bedescribed in subsection (a) above if the phrase "Culbro Corporation and itsaffiliates under Code Sections 414(b), (c), (m), (o) and 414(h)" weresubstituted in lieu of "the Company or a Company Affiliate" in each instancewhere such phrase appears.

Section 1.30 - Investment Fund

"Investment Fund" shall mean one of the investment funds of theTrust Fund which is authorized by the Administrator at the time of reference.

Section 1.31 - Leveling Method

"Leveling Method" shall mean the method of determining the excessamounts under Section 3.8(a), 3.8(b) or 5.5(a) under which the actual deferralratio or the actual contribution ratio, as applicable, of the Highly CompensatedEmployee with the highest dollar amount of deferrals or contributions, asapplicable, shall be reduced to the extent required to enable the Plan tosatisfy Section 3.8(a) or 3.8(b) or Section 5.5(a) or to cause such HighlyCompensated Employee's deferrals or contributions, as applicable, to equal thedeferrals or contributions of the Highly Compensated Employee with the nexthighest dollar amount of deferrals or contributions, as applicable, or suchother method which is permitted under Code Section 401(k)(8)(C). This processshall be repeated until Section 3.8(a), 3.8(b) or Section 5.5(a) is satisfied.

Section 1.32 - Matching Account



"Matching Account" of a Participant shall mean his individualaccount established in accordance with Section 5.2(a).

Section 1.33 - Military Leave

Any Employee who leaves the Company or a Company Affiliate directlyto perform service in the Armed Forces of the United States or in the UnitedStates Public Health Service under conditions entitling him to reemploymentrights, as provided in the laws of the United States, shall, solely for purposesof the Plan and irrespective of whether he is compensated by the Company or aCompany Affiliate during such period of service, be on Military Leave. AnEmployee's Military Leave shall expire if such Employee voluntarily resigns fromthe Company or such Company Affiliate during such period of service or if hefails to make application for reemployment within the period specified by suchlaws for the preservation of his reemployment rights. For purposes of computingan Employee's Service,

11

no more than 365 days of Service shall be credited for any Military Leave exceptas required by Treas. Reg. ss. 1.410(a)-7(b)(6)(iii).

Section 1.34 - Normal Retirement

"Normal Retirement" of a Participant shall mean his Separation fromthe Service upon his Normal Retirement Date, or after such date (except bydeath) as permitted under Article X.

Section 1.35 - Normal Retirement Date

"Normal Retirement Date" of a Participant shall mean the later of

(a) the first day of the calendar month coincident with ornext following his sixty-fifth birthday, or

(b) the fifth anniversary of the date he commencesparticipation in the Plan.

Section 1.36 - Participant

"Participant" shall mean any person included in the Plan as providedin Article II.

Section 1.37 - Payday

"Payday" of a Participant shall mean the regular and recurringestablished day for payment of Compensation to Employees in his classification



or position.

Section 1.38 - Plan

"Plan" shall mean the Griffin Land & Nurseries, Inc. 401(k) SavingsPlan.

Section 1.39 - Plan Representative

"Plan Representative" shall mean any person or persons designated bythe Administrator to function in accordance with the Rules of the Plan.

Section 1.40 - Plan Year

"Plan Year" shall be the twelve consecutive month period commencingon January 1 and ending on December 31, except that the first "Plan Year" shallbe the period from the Distribution Date through December 31, 1997.

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Section 1.41 - Qualified Account

"Qualified Account" of a Participant shall mean his individualaccount in the Trust Fund, if any, established in accordance with Section5.2(b), pursuant to Sections 3.7 and 3.8.

Section 1.42 - Rollover Account

"Rollover Account" of a Participant shall mean his individualaccount in the Trust Fund established in accordance with Section 14.12.

Section 1.43 - Rules of the Plan

"Rules of the Plan" shall mean the rules adopted by theAdministrator pursuant to Section 14.1(a)(ii) for the administration,interpretation or application of the Plan.

Section 1.44 - Separation from the Service

(a) "Separation from the Service" of an Employee shall mean hisresignation from or discharge by the Company or a Company Affiliate, or hisdeath, Normal or Disability Retirement but not his transfer among the Companyand Company Affiliates.

(b) A leave of absence or sick leave authorized by the Company or aCompany Affiliate in accordance with established policies, a vacation period, atemporary layoff for lack of work or a Military Leave shall not constitute aSeparation from the Service; provided, however, that



(i) continuation upon a temporary layoff for lack of work fora period in excess of twelve months shall be considered a dischargeeffective as of the twelve month anniversary of the date an Employee isfirst absent (with or without pay) due to such layoff, and

(ii) failure to return to work upon expiration of any leave ofabsence, sick leave, or vacation or within three days after recall from atemporary layoff for lack of work, or upon expiration of a Military Leaveshall be considered a resignation effective as of the date of expirationof any such leave of absence, sick leave, vacation, or Military Leave.

Section 1.45 - Service

"Service" of an Employee, expressed in days, shall mean the periodof elapsed time which, or the sum of such periods each of which, is measuredfrom

(a) his first Hour of Service, or his first Hour of Servicefollowing a Break in Service Year, as the case may be, to

13

(b)(i) the first day of his first subsequent Break in ServiceYear, or

(ii) the first day of the twelve month period immediatelypreceding the first day of his first subsequent Break in ServiceYear if the Break in Service Year occurs for the reasons describedin Section 1.9(a)(ii).

Section 1.46 - Spousal Consent

"Spousal Consent" to an election, designation or other action of aParticipant, shall mean the written consent thereto of the Spouse of theParticipant, witnessed by a Plan Representative or a notary public, whichacknowledges the effect of such election on the rights of the Spouse, and, inthe case of consent to a Beneficiary designation, with such designation notbeing changeable without further Spousal Consent unless the prior SpousalConsent expressly permits such changes without the necessity of further Consent.Spousal Consent shall be deemed to have been obtained if it is established tothe satisfaction of the Plan Representative that it cannot actually be obtainedbecause there is no Spouse, or because the Spouse could not be located, orbecause of such other circumstances as the Secretary of the Treasury byregulation may prescribe. Any Spousal Consent shall be effective only withrespect to the Spouse in question.

Section 1.47 - Spouse; Surviving Spouse



"Spouse" or "Surviving Spouse" of a Participant or formerParticipant shall mean the spouse to whom he was married throughout the 365-dayperiod ending on the date of his death; provided, however, that to the extentrequired by a qualified domestic relations order issued in accordance with CodeSection 414(p), a former Spouse shall be treated as a Surviving Spouse.

Section 1.48 - Statutory Compensation

"Statutory Compensation" of a Participant for any Plan Year shallmean his wages and all other payments of compensation for that Plan Year asreported on Form W-2 (currently entitled "wages, tips, other compensation") andas described in Treas. Reg. Section 1.415-2(d)(11)(i) and, effective as ofJanuary 1, 1998, including any elective deferral as defined in Code Section402(g)(3) and any amounts not includable in gross income by reason of CodeSection 125 (cafeteria plan) or Code Section 457 (deferred compensation plan ofstate and local governments and tax-exempt organizations).

Section 1.49 - Trust

"Trust" shall mean the trust established pursuant to the TrustAgreement.

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Section 1.50 - Trust Agreement

"Trust Agreement" shall mean that certain Trust Agreement Pursuantto Griffin Land & Nurseries, Inc. 401(k) Savings Plan Trust, providing for theinvestment and administration of the Trust Fund. By this reference, the TrustAgreement is incorporated herein.

Section 1.51 - Trust Fund

"Trust Fund" shall mean the fund established under the TrustAgreement by contributions made by the Company and Participants pursuant to thePlan and from which any distributions under the Plan are to be made. It shall becomposed of separate Investment Funds as permitted under the Rules of the Plan.

Section 1.52 - Trustee

"Trustee" shall mean the Trustee under the Trust Agreement.

Section 1.53 - Vested

"Vested," when used with reference to a Participant's Accounts,shall mean non-forfeitable.



Section 1.54 - Years of Vesting Service

"Years of Vesting Service" of an Employee, measured in years anddetermined as of the point in time in question, shall mean 1/365th of his daysof Service (ignoring any fraction in the result), excluding any days of Servicebefore any contributions are made to his Deferred Compensation Account andbefore any portion of his Matching Account has become Vested and before fiveconsecutive Break in Service Years.

ARTICLE II

ELIGIBILITY

Section 2.1 - Requirements for Participation

(a) Employees of the Company on the Distribution Date who wereParticipants in the Culbro Companies Incorporated 401(k) Savings Plan as of thedate immediately prior to the Distribution Date shall participate in this Planas of Distribution Date.

(b) Except as provided in subsections (c) and (d), any other personwho on _______________, 1997 or on the first day of any subsequent calendarmonth

(i) is an Employee,

15

(ii) has completed 365 days of Service,

(iii) is not employed in a Bargaining Unit,

(iv) has attained his twenty-first birthday, and

(v) is not a non-resident alien who receives no earned incomefrom the Company which constitutes income from sources within the UnitedStates,

shall become a Participant on such day.

(c) Any Participant whose participation terminates shall againbecome a Participant effective as of his first subsequent Hour of Service as anEmployee in a position or classification which is not within a Bargaining Unitand who is not a non-resident alien described in Section 2.1(b)(v).

(d) A former Employee who was not an Employee on the first day ofthe calendar month on which he first met all other eligibility requirementsshall become a Participant effective as of his first subsequent Hour of Service



as an Employee in a position or classification which is not within a BargainingUnit and who is not a non-resident alien described in Section 2.1(b)(v).

Section 2.2 - Notice of Participation

On or before the date on which an Employee becomes a Participant,the Administrator shall give him written notice thereof.

Section 2.3 - Enrollment Form

The Administrator shall provide an enrollment form on which theParticipant should set forth

(a) his name, date of birth, name of Spouse and other suchrelevant information,

(b) his consent that he, his successors in interest andassigns and all persons claiming under him shall, to the extent consistentwith applicable law, be bound by the statements contained therein and theprovisions of the Plan and Trust Agreement as they now exist and as theymay be amended from time to time, and

(c) his statement as to whether he elects to deferCompensation within the limits of Section 3.1, his selection of the amountof his deferral within the limits of Section 3.1, and his authorizationfor the Company to pay the same to the Trust Fund in accordance withSection 4.1

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Section 2.4 - Inactive Status

(a) A Participant who is transferred directly to a Company Affiliateor to a position or classification which is within a Bargaining Unit or whobecomes a non-resident alien described in Section 2.1(b)(v) shall thereuponcease to be an Active Participant.

(b) All provisions of the Plan shall otherwise continue to apply tosuch Participant, except that he shall not defer Compensation under Article IIIor share in allocations under Article V and Section 16.4 while he is not anActive Participant.

(c) If such a Participant is retransferred to a position orclassification with the Company which is not within a Bargaining Unit and is nota non-resident alien described in Section 2.1(b)(v), he shall thereupon again bean Active Participant, may again defer Compensation under Article III and shallshare in allocations under Article V and Section 16.4.



ARTICLE III

PARTICIPANTS' DEFERRALS

Section 3.1 - Deferral of Compensation

Each Participant may elect, in accordance with the Rules of thePlan, to defer for any Plan Year, the lesser of

(a) any whole number percentage, which is not less than 1% ofhis Compensation nor more than a percentage which may be established bythe Administrator, for each Payday after his election hereunder in suchPlan Year; and

(b) such amount as will not cause the total of such deferralsfor any calendar year to exceed the excess of $9,500 (adjusted forincreases in the cost of living for such calendar year as described inCode Section 402(g)(5)) over any amounts described in Code Section402(g)(3) for such calendar year and not deferred hereunder.

Section 3.2 - Suspension of Deferral

A Participant may, upon such prior written notice to theAdministrator as is required under the Rules of the Plan, elect to suspenddeferral of his Compensation commencing with the first day of next calendarmonth subsequent to such notice.

17

Section 3.3 - Commencement, Resumption orChange of Deferred Compensation

As permitted under the Rules of the Plan,

(a) a Participant in the Plan who previously declined to defera percentage of his Compensation may, upon such prior written notice tothe Administrator as is required under the Rules of the Plan, elect tocommence deferral of his Compensation under Section 3.1 within the limitsthereof;

(b) after he has suspended deferral of his Compensation underSection 3.2, a Participant may, upon notice to the Administrator, elect toresume deferral of his Compensation under Section 3.1 within the limitsthereof; and

(c) a Participant may, upon prior written notice to theAdministrator, elect to change his rate of deferral of his Compensationwithin the limits of Section 3.1.



Section 3.4 - Deposit in Trust

A Participant's deferrals shall be transmitted to the Trustee inaccordance with subsections 4.1(a) and 4.3(a) and shall be invested by theTrustee in accordance with Article VI.

Section 3.5 - Withdrawal from Deferred CompensationAccount other than for Hardship

The Administrator may permit a Participant to make a lump sumwithdrawal from his Deferred Compensation Account in the event of

(a) a deferral in excess of the limitation of Section 3.1(b),in the amount of principal and interest (computed in a consistent andreasonable manner in accordance with Section 7.2 and Code Section401(a)(4)) allowed by Code Section 402(g)(2)(A)(ii),

(b) a deferral in excess of the limitation of Section 3.8, inthe amount of principal and interest allowed by Code Section 401(k)(8) (inwhich case the Participant shall be deemed to notify the Administrator ofsuch excess amounts made to the Plan and any other plans of the Company ora Company Affiliate),

18

(c) the circumstances specified in Code Section 401(k)(10), inthe amount of principal and interest allowed thereunder.

See also Section 9.3.

Section 3.6 - Hardship Withdrawal from DeferredCompensation Account

A Participant may make a withdrawal from his Deferred CompensationAccount on account of Hardship, subject to the following requirements:

(a) A Participant's aggregate Hardship withdrawals shall notexceed the lesser of

(i) the lesser of

a the amount by which

1 the aggregate principal amount of hisDeferred Compensation Account and his Qualified Accountexceeds



2 the unpaid amount due on his outstandingloan or loans, if any under subsection (c)(i) orsubsection (d)(iv), and

b the amount which is necessary to satisfy theHardship (including any amounts necessary to pay any federal,state or local income taxes or penalties reasonablyanticipated to result from the distribution), or

(ii) the amount which cannot be satisfied from otherresources which are reasonably available to the Participant.

(b) Unless the Participant elects that the conditions ofsubsection (c) and (e) shall apply, the requirements of subsection (d)must be satisfied.

(c) The conditions of this subsection are:

(i) the Participant shall obtain all distributions(other than Hardship distributions), and all nontaxable loanscurrently available under all plans maintained by the Company or anyCompany Affiliate;

(ii) the Participant shall not be permitted to makefurther deferrals of Compensation or voluntary contributions

19

under the Plan (or other plan (whether or not qualified) maintainedby the Company or any Company Affiliate) for twelve monthsthereafter; and

(iii) the sum of the Participant's deferrals ofCompensation under this Article (and other plans maintained by theCompany or any Company Affiliate) in his taxable year in which theHardship distribution is received and in his next taxable year shallnot exceed $9,500 (as adjusted for increases in the cost of livingas described in Code Section 402(g)(5)).

(d) To meet the requirements of this subsection theParticipant must certify to the Administrator in writing that thefinancial need in question cannot be satisfied

(i) through reimbursement or compensation by insuranceor otherwise,

(ii) by reasonable liquidation of the assets of himselfor of those assets which he owns jointly or in common with his



spouse, a child, or any other person (but not of property held forhis spouse or child under an irrevocable trust or the Uniform Giftsto Minors Act),

(iii) by cessation of deferrals under this Article,

(iv) by other distributions or nontaxable (at the timeof the loan) loans from plans maintained by the Company or by anyother employer, or

(v) by borrowing from commercial sources on reasonablecommercial terms,

and the Administrator reasonably relies on such certification and has noactual knowledge to the contrary.

(e) The conditions of this subsection, if any, shall be thoseprescribed by the Commissioner of Internal Revenue through the publicationof revenue rulings, notices, and/or other documents of generalapplicability, as an alternate method under which a Hardship distributionwill be deemed to be necessary to satisfy an immediate and heavy financialneed.

20

(f) A Participant whose deferrals have been suspended undersubsection (c) nevertheless shall be included in determinations underSections 1.13 and 1.14 if he would otherwise be so included.

(g) Hardship withdrawals may not be made more frequently thanat twelve month intervals.

(h) The Participant's remaining Deferred Compensation Accountbalance, or, if none, the withdrawal itself shall be reduced by the amountof any administrative expenses charged to the Trust Fund by reason of thewithdrawal.

Section 3.7 - Other Withdrawals Prohibited

Except as provided in Sections 3.5, 3.6, 3.8, 5.5, and 9.3, nodistribution shall be made to any Participant from his Deferred CompensationAccount, his Qualified Account or any other Account prior to his Separation fromthe Service.

Section 3.8 - Deferral Percentage Fail-Safe Provisions

(a) (i) For each Plan Year, the Deferral Percentage with respect toParticipants who are Highly Compensated Employees, shall be



a not more than 125 percent of, or

b not more than two percentage points higher than, andnot more than twice,

the Deferral Percentage for the preceding Plan Year with respect toParticipants who are not Highly Compensated Employees for the precedingPlan Year (using the definition of such term that was in effect duringsuch preceding Plan Year), or such other amount as may be required byTreasury Regulations under Code Section 401(m)(9). The Administrator mayelect to apply the current Plan Year's Deferral Percentage for the groupof Participants who are not Highly Compensated Employees (using thedefinition of such term that was in effect during such Plan Year) ratherthan that of the preceding Plan Year, except that if such election ismade, it may not be changed except as provided by the Secretary of theTreasury.

(ii) Notwithstanding paragraph (i), for the Plan Yearcommencing on the Distribution Date the amount taken into account as theDeferral Percentage of Participants who are not Highly CompensatedEmployees for the preceding Plan Year shall be

a 3 percent, or

21

b if the Administrator makes the election permitted bySection 401(k)(3)(E)(ii) of the Code, the actual Deferral Percentageof such Participants determined for such first Plan Year.

To the extent necessary to achieve such result (and notwithstandingSection 4.1(a)) as of the end of each Plan Year, the Administrator shalltake or cause to be taken one or more of the actions listed in subsection(d).

(b) Except as provided in subsection (c), the limitations set forthin subsection (a)(ii) and Section 5.5(a)(i)(a) shall not both be utilized forany Plan Year.

(c) The limitation of subsection (b) shall not apply

(i) if after the application of subsection (d)(ii), (iii),(iv), and (v) and Section 5.5(b)(ii) and (v) (but only to the extentnecessary to meet the requirements of Section 3.8(a)(i)(b) or Section5.5(a)(i)(a), as applicable) and before the application of paragraph (ii),the sum of the Deferral Percentage and the Contribution Percentage ofParticipants who are Highly Compensated Employees does not exceed the sum



of the Deferral Percentage and the Contribution Percentage of Participantswho are not Highly Compensated Employees for the Plan Year in question bymore than two percentage points, or

(ii) if

a the limitation of paragraph (i) is exceeded, and

b the sum of the Deferral Percentage and theContribution Percentage of Participants who are Highly CompensatedEmployees for such Plan Year does not exceed the greater of

1 the sum of

A 125 percent of the greater of the DeferralPercentage, or the Contribution Percentage, ofParticipants who are not Highly Compensated Employeesfor the Plan Year in question, and

B that percentage which is not more than twopercentage points higher than, and not more than twicethe lesser of the Deferral Percentage, or theContribution Percentage, of such group of Participantsfor such Plan Year, or

22

2 the sum of

A 125 percent of the lesser of the DeferralPercentage, or the Contribution Percentage, of theParticipants who are not Highly Compensated Employeesfor the Plan Year in question, and

B that percentage which is not more than twopercentage points higher than, and not more than twicethe greater of the Deferral Percentage, or theContribution Percentage, of such group of Participantsfor such Plan Year.

(d) In order to achieve the result described in subsections (a) and(b), the following actions shall be taken, as provided under Code Section401(k), the regulations thereunder and the Rules of the Plan, in the orderselected by the Administrator and to the extent necessary:

(i) The Administrator shall make the election provided inSection 1.12(b).



(ii) Amounts otherwise to be credited under Section 5.3(b) toMatching Accounts for such Plan Year shall be credited instead toQualified Accounts of the Participants in question.

(iii) To the extent permitted by Code Section 401(a)(4) andTreas. Reg. ss. 1.401(k)-1(b)(5) (which are incorporated herein by thisreference), the Company may make an additional contribution to theQualified Accounts of certain Participants which contribution shall beallocated to Participants in inverse order of Compensation received in thePlan Year in question (lowest compensated Participant receiving the firstallocation) with each Participant who receives an allocation receiving themaximum allocation permitted by Code Section 415 before any Participantwith greater Compensation receives any allocation, until such contributionis fully allocated.

(iv) Prior to the end of the following Plan Year, certainamounts described in Section 1.14(a) (and any income thereon earned to thedate of distribution computed in a consistent and reasonable manner inaccordance with Section 7.2 and Code Section 401(a)(4)) for HighlyCompensated Employees shall be reduced according to the Leveling Methodand distributed to the Highly Compensated Employees with respect to whomthe reduction is made.

23

(e) The amount of any distributions under subsection (d) withrespect to a Participant for a Plan Year shall be reduced by any distributionsmade pursuant to Section 3.5(a) previously distributed to such Participant forhis taxable year ending with or within such Plan Year. The amount of anydistributions under Section 3.5(a) for any taxable year of a Participant shallbe reduced by amounts distributed to such Participant pursuant to subsection (d)for the Plan Year beginning with or within such taxable year.

ARTICLE IV

CONTRIBUTIONS OF THE COMPANY

Section 4.1 - Determination of Annual Contribution

(a) Subject to Section 16.4, for each Payday, the Company shallcontribute to the Plan for each Participant an amount for his DeferredCompensation Account which is the amount of Deferred Compensation elected bysuch Participant under Section 3.1 or 3.3.

(b) It is the intention of the Company to make recurring andsubstantial contributions to the Plan for allocation among Participants'Matching Accounts. However, the Company in its sole and absolute discretionreserves the right to fix the amount, if any, of its contribution.



Section 4.2 - Maximum Annual Contribution

Except for contributions described in Section 14.16, the Company'scontribution for any Plan Year shall not exceed the maximum amount deductible bythe Company for such Plan Year under Code Section 404(a)(3)(A) and, in anyevent, shall be less than that amount which would initially result in an AnnualAddition of any Participant which exceeds the maximum permissible amount underSection 16.4(a).

Section 4.3 - Contribution Date

(a) The Company's contributions

(i) under Section 4.1(a) shall be made as of the earliest dateon which such contributions can reasonably be segregated from the generalassets of the Company but not later than the 15th business day of themonth following the month in which the deferral is withheld by the Companyunder Section 3.1 or 3.3, and

(ii) under Section 4.1(b) shall be made on a monthly basis, assoon as administratively practicable after the last day of each calendarmonth.

and shall be transmitted to the Trustee and held in the Trust Fund.

24

(b) If the Company makes a contribution after the end of the PlanYear for which the contribution is made

(i) the Company shall notify the Trustee in writing that thecontribution is made for such Plan Year,

(ii) the Company shall claim such payment as a deduction onits federal income tax return for its taxable year coinciding with suchPlan Year, and

(iii) the Administrator and the Trustee shall treat thepayment as a contribution by the Company to the Trust actually made on thelast day of such taxable year.

ARTICLE V

PARTICIPATION IN COMPANY CONTRIBUTIONS AND FORFEITURES

Section 5.1 - Deferred Compensation Account



The Administrator shall maintain for each Participant a DeferredCompensation Account to which shall be credited the amounts determined underSection 4.1(a), debited amounts withdrawn under Section 3.5, 3.6 and 9.3 and towhich shall be debited or credited the amounts determined under Section 7.2 and16.4.

Section 5.2 - Matching Account; Qualified Account

(a) The Administrator shall maintain a Matching Account for eachParticipant to which shall be credited the amounts allocated thereto underSections 5.3(b) and 5.4 and to which shall be debited or credited the amountsdetermined under Sections 7.2 and 16.4.

(b) The Administrator shall maintain a Qualified Account for eachParticipant to which shall be credited the amounts allocated thereto underSections 3.8 and 5.4 and to which shall be debited or credited amountsdetermined under Sections 7.2 and 16.4.

Section 5.3 - Allocation of Company Contributions

(a) Except as provided in Section 16.4(a), Company contributionsunder Section 4.1 shall be allocated as provided therein.

(b) Except as provided in Section 16.4(a) and Section 5.5(b)(v),each Participant who deferred Compensation at any time during the Plan Year inquestion shall share in any Company contribution made pursuant to Section 4.1(b)as follows:

25

(i) a percentage (specified in the announcement by the Companyto Participants prior to the commencement of the applicable Plan Year) ofthe amount of such Participant's Deferred Compensation which is less thanor equal to 6% of such Participant's Compensation; and

(ii) a percentage (specified in the announcement by theCompany to Participants prior to the commencement of the applicable PlanYear, but which is not greater than the percentage specified insubparagraph (i)) of the amount of such Participant's DeferredCompensation which is greater that 6% of such Participant's Compensation.

Section 5.4 - Allocation of Forfeitures

Amounts forfeited in any Plan Year under Sections 11.2(a)(iii), 12.3and 14.8 shall be applied under Section 4.1(b) to reduce the Company'scontribution for such Plan Year and shall be allocated under Section 5.3(b) asif part of such contribution for such Plan Year.



Section 5.5 - Contribution Percentage Fail-Safe Provisions

(a) (i) For each Plan Year, the Contribution Percentage with respectto Participants who are Highly Compensated Employees, shall be

a not more than 125 percent of, or

b (to the extent allowed by regulations under CodeSection 401(m)(9)) not more than two percentage points higher than,and not more than twice,

the Contribution Percentage for the preceding Plan Year with respect toParticipants who are not Highly Compensated Employees for the preceding PlanYear (using the definition of such term that was in effect during such precedingPlan Year), or such other amount as may be required by Treasury Regulationsunder Code Section 401(m)(9). The Administrator may elect to apply the currentPlan Year's Contribution Percentage for the group of Participants who are notHighly Compensated Employees (using the definition of such term as in effect forsuch Plan Year) rather than that of the preceding Plan Year, except that if suchelection is made, it may not be changed except as provided by the Secretary ofthe Treasury.

(ii) Notwithstanding paragraph (i), for the Plan Yearcommencing on the Distribution Date, the amount taken into account as theContribution Percentage of Participants who are not Highly CompensatedEmployees for the preceding Plan Year shall be

a 3 percent, or

26

b if the Administrator so elects, the actualContribution Percentage of such Participants for such first PlanYear.

(b) In order to achieve the result described in subsections (a) and(c) (and notwithstanding Sections 4.1(b), 5.3(b) and 5.4), as of the end of eachPlan Year, the Administrator shall take or cause to be taken any of thefollowing actions, in the order selected by the Administrator, (but afterapplication of Section 3.8) and to the extent necessary:

(i) The Administrator shall make the election provided inSection 1.12(b).

(ii) Allocations to Deferred Compensation Accounts shall betaken into account for purposes of calculating the ContributionPercentage.



(iii) Amounts credited in accordance with Section 5.3(b) toMatching Accounts for such Plan Year shall instead be allocated indisproportionately higher amounts to Participants who are not HighlyCompensated Employees and in disproportionately lower amounts toParticipants who are Highly Compensated Employees using the same aggregatedollar amounts that would otherwise have been allocated pursuant toSection 5.3(b).

(iv) To the extent permitted by Code Section 401(a)(4) andTreas. Reg. ss. 1.401(m)-1(b)(5) (which are incorporated herein by thisreference), the Company may make an additional contribution to theQualified Accounts of certain Participants which contribution shall beallocated to Participants in inverse order of Compensation received in thePlan Year in question (lowest compensated Participant receiving the firstallocation) with each Participant who receives an allocation receiving themaximum allocation permitted by Code Section 415 before any Participantwith greater Compensation receives any allocation, until such contributionis fully allocated.

(v) Prior to the end of the following Plan Year, allocationsdescribed in Section 1.13(b) (and any income thereon earned to the date ofdistribution or forfeiture computed in a consistent and reasonable mannerin accordance with Section 7.2 and Code Section 401(a)(4)) for HighlyCompensated Employees shall be reduced according to the Leveling Method(and, with respect to matching contributions, in conformity with Treas.Reg. ss. 1.401(m)-1(e)(iv)), and, to the extent Vested, shall bedistributed to Participants who are Highly Compensated Employees withrespect to whom the reduction is made, and to the extent not Vested shallbe forfeited and reallocated under Section 5.4 (as described in Treas.Reg. ss. 1.401(m)-1(e)) but not to Highly Compensated Employees whoseallocations are reduced or forfeited under this paragraph.

27

(c) If the limitation set forth in Section 3.8(a)(i)(b) is utilizedfor any Plan Year, the limitation of subsection (a)(ii) shall not also be usedfor such Plan Year, and vice versa, except as provided in Section 3.8(c).

Section 5.6 - Reemployment Rights after Qualified Military Service

(a) Solely for purposes of this Section 5.6, the followingdefinitions shall apply:

(i) "Qualified Military Service" shall mean any service in theuniformed services (as defined in chapter 43 of title 38, United StatesCode) by any individual if such individual is entitled to reemploymentrights under such chapter with respect to such service.



(ii) "Compensation" shall mean

a Compensation the Employee would have receivedduring his period of Qualified Military Service if theEmployee were not in Qualified Military Service, determinedbased on the rate of pay the Employee would have received fromthe Company but for absence during his period of QualifiedMilitary Service, or

b if the Compensation the Employee would havereceived during his period of Qualified Military Service wasnot reasonably certain, the Employee's average Compensationfrom the Company during the 12-month period immediatelypreceding the Qualified Military Service (or, if less, theperiod of employment immediately preceding the QualifiedMilitary Service).

(b) A Participant who leaves the Company as a result of QualifiedMilitary Service and returns to employment with the Company may elect during theperiod described in subsection (c) to make additional deferrals to his DeferredCompensation Account under the Plan in the amount determined under subsection(d) or such lesser amount, as elected by the Participant.

(c) The period determined under this subsection shall be the periodwhich begins on the date of the Employee's reemployment with the Company afterhis Qualified Miliary Service that extends until the lesser of

(i) the product of 3 and the period of Qualified MilitaryService, and

(ii) 5 years.

(d) The amount described in this subsection is the maximum amount ofdeferrals to the Participant's Deferred Compensation Account that theParticipant would have

28

been permitted to make in accordance with the limitations described insubsection (f)(i) during the Participant's period of Qualified Military Serviceif the Participant had continued to be employed by the Company during suchperiod and received Compensation. Proper adjustment shall be made for anycontributions actually made during the Participant's period of QualifiedMilitary Service.

(e) If the Participant elects to make deferrals to his DeferredCompensation Account under subsection (b), the Company shall make such amatching contribution to his Matching Account with respect to such deferrals



and/or contributions as would have been required under the Plan had suchdeferrals and/or contributions actually been made during the period of suchQualified Military Service.

(f) If any deferral or contribution is made by a Participant or theCompany pursuant to this Section,

(i) such deferral or contribution shall not be subject to anyotherwise applicable limitation contained in Code Section 402(g), 404(a)or 415 and shall not be taken into account in applying such limitations toother deferrals, contributions or benefits under the Plan or any otherplan, with respect to the Plan Year in which the deferral or contributionis made,

(ii) such deferral or contribution shall be subject to thelimitations described in paragraph (i) with respect to the Plan Year towhich the deferral or contribution relates in accordance with the rulesprescribed by the Secretary of the Treasury,

(iii) the Plan shall not be treated as failing to meet therequirements of Code Section 401(a)(4), 401(k)(3), 401(k)(11), 401(k)(12),401(m), 410(b) or 416 by reason of the making of (or the right to make)such deferral or contribution.

(g) The Company shall not credit earnings on any deferral orcontribution made under this Section before such deferral or contribution isactually made.

(h) A Participant reemployed under subsection (b) shall be treatedas not incurring a Break in Service Year by reason of his period of QualifiedMilitary Service. For purposes of calculating the Participant's Years of VestingService, the Participant shall be credited with an Hour of Service for each hourwhich would have been credited to him but for his Qualified Military Service.

ARTICLE VI

INVESTMENT OF ACCOUNTS

Section 6.1 - Investment Options

29

(a) As permitted under the Rules of the Plan and upon such priorwritten notice to the Administrator as is required under the Rules of the Plan,a Participant may elect

(i) effective upon becoming a Participant and as of the datesset forth in the Rules of the Plan, to have contributions for such Plan



Year to his Accounts held and invested entirely in any one or moreInvestment Funds in such proportions as are permitted under the Rules ofthe Plan, or to change any prior such election, and/or

(ii) effective only as of the dates set forth in the Rules ofthe Plan, to have his Accounts as then stated, held and invested under anyinvestment option or options available under paragraph (i) (which optionshall be the same option elected for current contributions to his Accountsunder paragraph (i)) or to change any prior such election.

(b) As permitted under the Rules of the Plan and upon such priorwritten notice to the Administrator as is required under the Rules of the Plan,a Beneficiary may elect to have his Accounts held and invested under anyinvestment option or options available under subsection (a) or to change anyprior such election.

(c) Any such election under subsection (a)(i) or subsection (b)shall remain in effect until revoked or modified by the Participant orBeneficiary, as applicable. In case Accounts are invested in more than oneInvestment Fund, changes in proportions due to investment results shall notrequire any transfer of values between Investment Funds unless the Participantor Beneficiary so elects under subsection (a)(ii) or subsection (b), asapplicable.

(d) Purchases and sales of assets in the Investment Funds asrequired under this Section shall be made within a reasonable time after theelection made in subsection (a), and Participants' or Beneficiaries' Accountsshall be adjusted to reflect amounts actually realized or paid in suchtransactions.

Section 6.2 - Description of Investment Funds

In making any investment election under Section 6.1, a Participantor Beneficiary shall acknowledge receipt from the Administrator of a descriptionof the Investment Funds and the investment objectives thereof.

Section 6.3 - Effect of Non-Election

If a Participant or Beneficiary fails or declines to make anelection under Section 6.1, the Participant's or Beneficiary's Accounts shall beheld in one or more Investment Funds as directed by the Administrator.

30

ARTICLE VII

VALUATION OF THE TRUST FUND AND ACCOUNTS



Section 7.1 - Determination of Values

As of the end of each business day, the Administrator shalldetermine the fair market value of each asset in each Investment Fund incompliance with the principles of Section 3(26) of ERISA and regulations issuedpursuant thereto, based upon information reasonably available to it includingdata from, but not limited to, newspapers and financial publications of generalcirculation, statistical and valuation services, records of securitiesexchanges, appraisals by qualified persons, transactions and bona fide offers inassets of the type in question and other information customarily used in thevaluation of property for purposes of the Code. The value of any real propertyheld in the Trust Fund determined as of the end of any Plan Year shall beconsidered to remain unchanged until the end of the following Plan Year. Withrespect to securities for which there is a generally recognized market, thepublished selling prices on or nearest to such valuation date shall establishthe fair market value of such security. Fair market value so determined shall beconclusive for all purposes of the Plan and Trust.

Section 7.2 - Allocation of Values

The difference between the total value of the assets of eachInvestment Fund, as determined under Section 7.1, and the total of the Accountstherein, shall be allocated by the Administrator among such Accounts inproportion to their respective average stated values during the period since thelast allocation of values hereunder, as determined under the Rules of the Plan,such values and determinations being made without taking into account deferralsof Compensation or Company contributions attributable to the period as providedunder Section 7.1, ending on such valuation date or allocations of forfeituresfor the Plan Year under Article V; provided, however, that gains and lossesshall not be allocated with respect to amounts being held in suspense underSection 16.4(b).

Section 7.3 - Applicability of Account Values

The value of an Account, as determined as of a given date under thisArticle, plus any amounts subsequently credited thereto under Sections 5.1, 5.2,5.3, 5.4, 5.5, 3.8, 7.2, 11.2(a)(iii), 12.3, 14.8 and 16.4 and less any amountswithdrawn under Sections 3.5, 3.6, and 9.3 or transferred to suspense underSection 16.4(b), shall remain the value thereof for all purposes of the Plan andTrust until revalued hereunder.

31

ARTICLE VIII

VESTING OF INTERESTS

Section 8.1 - Vesting of Accounts



(a) Each Participant's interest in his Rollover Account, hisQualified Account, and his Deferred Compensation Account shall be Vested at alltimes.

(b) Except as provided in Sections 8.2 and 13.3, the Vested portionof a Participant's Matching Account shall be the percentage of such Accountshown on the following tables:

Years of Vesting VestedService Percentage

---------------- ----------

less than 5 0%5 (or more) 100%

Section 8.2 - Additional Vesting of Accounts

The interest of a Participant in his Matching Account shall becomefully Vested upon the earliest to occur of

(a) his death,

(b) the later of his sixty-fifth birthday or the fifthanniversary of the date he commences participation in the Plan,

(c) his Disability Retirement Date, or

(d) the termination or discontinuation of the Plan underSection 15.1,

if he is then an affected Employee or employed by a Company Affiliate.

ARTICLE IX

EMPLOYMENT AFTER NORMAL RETIREMENT DATE

Section 9.1 - Continuation of Employment

(a) A Participant may, subject to subsection (b) and Section 16.3,remain in the employ of the Company or a Company Affiliate after attaining hisNormal Retirement Date.

32

(b) Notwithstanding subsection (a), the Company reserves the rightto require a Participant to retire in accordance with Section 12(c) of the AgeDiscrimination in Employment Act of 1967, as amended and applicable state law.



Section 9.2 - Continuation of Participation

A Participant retained in the employ of the Company after his NormalRetirement Date under Section 9.1 shall continue as an Active Participantherein.

Section 9.3 - Mandatory In-Service Distributions

A Participant who is a five percent owner (as defined in CodeSection 416) with respect to the Plan Year ending in the calendar year in whichthe Employee attains age seventy and one half shall receive or commence thereceipt of the entire amount credited to his Accounts in accordance with Section10.3(a), (b), (c) and (d)(ii) on the April 1 following the end of the calendaryear in which he attains age seventy and one half.

ARTICLE X

BENEFITS UPON RETIREMENT

Section 10.1 - Normal or Disability Retirement

Subject to the provisions of Section 9.1, a Participant shall retireupon his Normal or Disability Retirement Date.

Section 10.2 - Rights Upon Normal or Disability Retirement

Upon a Participant's Normal or Disability Retirement, he shall beentitled to receive the entire amount credited to his Accounts in accordancewith Section 10.3.

Section 10.3 - Distribution of Accounts

(a) If the entire amount credited to a Participant's Accounts doesnot exceed $3,500 (and did not exceed such amount at the time of a priordistribution under Sections 3.5, 3.6, and 9.3), such Participant shall receivesuch amount in one lump sum.

(b) If the entire amount credited to a Participant's Accountsexceeds $3,500 (or exceeded such amount at the time of a prior distributionunder Section 3.5, 3.6 and 9.3), such Participant shall receive:

(i) Payment of such amount in one lump sum, or

(ii) If the Participant so elects, Payment of such amountdirectly from the Trust Fund (as adjusted for gains and losses), inuniform installments of at least $100 payable monthly, quarterly,semi-annually, or



33

annually (as to which the Participant (or his Spouse, if applicable) mayelect whether the recalculation rule of Code Section 401(a)(9)(D) shallapply and provided, however, that the first installment may be larger thanthe remaining installments) to such Participant over a period not longerthan the joint and last survivor expectancy of him and his Spouse, if any,reasonably determined from the expected return multiples prescribed inTreas. Reg. ss. 1.72-9, or, if he is not married, over a period not longerthan the lesser of

a the joint and last survivor expectancy of him and hisBeneficiary, reasonably determined from the expected returnmultiples prescribed in Treas. Reg. ss. 1.72-9, or

b the period determined under Proposed Treas. Reg. ss.1.401(a)(9)-2 A-4 which satisfies the minimum distributionincidental benefit requirement of Code Section 401(a)(9)(G),

provided, however, if such Participant fails to make such an election, hisAccounts shall be distributed as provided in paragraph (i).

(c) At any time before distribution under subsection (b) is made orcommences, the Participant may elect to defer such distribution until such laterdate as he shall then or subsequently specify; provided, however,

(i) such date shall be no later than the date referred to insubsection (d)(ii) or (d)(iii), and

(ii) if no such date is specified, such amount shall bedistributed in one lump sum on the date specified in subsection (d)(ii) or(d)(iii).

(d) Distribution under subsection (a) or (b) shall be made orcommence not later than the earliest to occur of

(i) sixty days after the end of the Plan Year in which suchNormal Retirement or Disability Retirement occurs, or

(ii) if he is not a five percent owner (as defined in CodeSection 416) of the Company with respect to a Plan Year ending in thecalendar year in which he attains age seventy and one half, the later of

a the April 1 following the calendar year in which hisSeparation from the Service occurs, or

b the April 1 following the calendar year in which heattains age seventy and one half,



34

(iii) if he is such an owner, the April 1 following thecalendar year in which he attains age seventy and one half,

except as provided in subsection (c).

Section 10.4 - Determination of Value of Accounts

(a) If a distribution is made under Section 10.3(d), the value ofthe Participant's Accounts shall be determined as of the valuation date underArticle VII next following the Participant's retirement; provided, however, ifthe distribution is made under Section 10.3(d)(ii) or 10.3(d)(iii), the value ofthe Participant's Accounts shall be determined as of the valuation date underArticle VII which precedes the date specified in Section 10.3(d)(ii) or10.3(d)(iii) by a period of not less than 30 days or such longer period as isadministratively necessary.

(b) If a distribution is made under Section 10.3(c), the value ofthe Participant's Accounts shall be determined as of the valuation date underArticle VII next following the date elected by him under Section 10.3(c);provided, however, if the distribution is made under Section 10.3(c)(i), thevalue of the Participant's Accounts shall be determined as of the valuation dateunder Article VII which precedes the date specified in Section 10.3(c)(i) by aperiod of not less than 30 days or such longer period as is administrativelynecessary.

ARTICLE XI

BENEFITS UPON DEATH

Section 11.1 - Designation of Beneficiary

(a) Each Participant or former Participant shall have the right todesignate, revoke and redesignate Beneficiaries hereunder and to direct paymentof the Vested amount credited to his Accounts to such Beneficiaries.

(b) Designation, revocation and redesignation of Beneficiaries mustbe made in writing in accordance with the Rules of the Plan on a form providedby the Administrator and shall be effective upon delivery to the Administrator.

(c) A married Participant may not designate any Beneficiary otherthan his Spouse without obtaining Spousal Consent thereto.

Section 11.2 - Distribution on Death

(a) Upon the death of a Participant or former Participant, theVested amount credited to his Accounts (as determined under Section 8.2) shall



be paid in one lump sum not later than ninety days following the Participant'sdeath (or such longer reasonable period as is permitted under Treas. Reg. ss.1.401(a)-20 A-3(b)(1)) to his then Surviving Spouse, if any,

35

except to the extent, if any, to which such Surviving Spouse has consented underSection 11.1(c) to the designation of other beneficiaries and otherwise, to theperson or persons of highest priority who survive him by at least thirty daysdetermined as follows:

(i) First, to his then surviving highest priority Beneficiaryor Beneficiaries, if any.

(ii) Second, to his then surviving heirs at law, if any, asdetermined in the reasonable judgment of the Administrator under the lawsgoverning succession to personal property of the last jurisdiction inwhich the Participant was a resident.

(iii) Third, to Participants in the Plan to the Plan to beapplied to reduce the Company's contribution under Section 4.1(b).

(b) Members of a class shall cease to be entitled to benefits uponthe earlier of the Administrator's determination that no members of such classexist or the Administrator's failure to locate any members of such class, aftermaking reasonable efforts to do so, within one year after the members of thatclass became entitled to benefits hereunder had members existed.

(c) If payment has commenced prior to the Participant's death,payment of the Participant's Accounts shall be made in such manner that theremaining interest is distributed at least as rapidly as under the method beingused as of the date of the Participant's death.


For purposes of this Article, the value of a Participant's Accountsshall be that determined as of the valuation date under Article VII nextfollowing the date of the death of the Participant unless the distributionoccurs prior to the next following valuation date, in which case, such valueshall be determined as of the valuation date under Article VII which precedesthe distribution date by a period of not less than 30 days or such longer periodas is administratively necessary.

ARTICLE XII

BENEFITS UPON RESIGNATION OR DISCHARGE

Section 12.1 - Distributions on Resignation or Discharge



A Participant who has a Separation from the Service due toresignation or discharge shall receive,

(a) if the Vested amount credited to his Accounts does notexceed $3,500 (and did not exceed such amount at the time of a priordistribution under Sections 3.5 and 3.6), such amount in one lump sum notlater than six months after the end of the Plan Year in which suchSeparation from the Service

36

occurs, or, if earlier, within sixty days after the end of the Plan Yearin which his sixty-fifth birthday occurs, or

(b) if the Vested amount credited to his Accounts exceeds$3,500 (or exceeded such amount at the time of a prior distribution underSections 3.5 and 3.6), such amount in one lump sum payable on such date ashe shall at any time elect in writing in accordance with Code Section411(a)(11) and the Rules of the Plan, but not earlier than the earliestdate described in subsection (a) and not later than the April 1 followingthe calendar year of his attainment of age seventy and one half.


(a) If a distribution is made under Section 12.1(a), the value ofthe Participant's Accounts shall be determined as of the valuation date underArticle VII next following the Participant's Separation from the Service.

(b) If a distribution is made under Section 12.1(b), the value ofthe Participant's Accounts shall be determined as of the valuation date underArticle VII next following the date elected by him under Section 12.1(b);provided, however, if the date elected by the Participant is the April 1following the calendar year of his attainment of age seventy and one half, thevalue of his Accounts shall be determined as of the valuation date under ArticleVII which precedes such date by a period of not less than 30 days or such longerperiod as is administratively necessary.

Section 12.3 - Forfeitures

(a) If a Participant has a Separation from the Service due toresignation or discharge, the portion of his Matching Account which is notVested shall be forfeited upon the earlier of his receipt of his distributionunder this Article or his completion of five consecutive Break in Service Years.Pending application under Section 5.4, forfeitures shall be held in suspense andshall not be commingled with amounts held in suspense under Section 16.4.

(b) If a Participant has a Separation from the Service prior to



becoming Vested in any portion of his Matching Account under Section 8.1, adistribution shall be deemed to have occurred upon such Separation from theService for purposes of subsection (a).

Section 12.4 - Restoration of Forfeitures

If a Participant whose Matching Account is not then fully Vested

(a) has a Separation from the Service,

(b) suffers a forfeiture under Section 12.3 of the portion ofsuch Account which is not Vested,

37

(c) again becomes an Employee or employed by a CompanyAffiliate before he has five consecutive Break in Service Years, and

(d) repays to the Plan the full amount, if any, distributed tohim from such Account before the end of five consecutive Break in ServiceYears commencing after his distribution, or, if earlier, the fifthanniversary of his reemployment,

then the amount forfeited under Section 12.3 by such Participant shall berestored to his Matching Account, applying forfeitures pending application andCompany contributions, in that order, as necessary.

ARTICLE XIII

TOP-HEAVY PROVISIONS

Section 13.1 - Top-Heavy Determination

(a) Solely in the event that this Plan ever becomes Top-Heavy, asdefined herein, the provisions of this Article shall apply.

(b) Solely for the purposes of this Article, the followingdefinitions shall be used:

(i) "Aggregation Group" shall mean

a each plan of the Company or a Company Affiliate inwhich a Key Employee is a Participant (including any such plan whichhas been terminated if such plan was maintained by the Company orCompany Affiliate within the last five years ending on theDetermination Date for the Plan Year in question), and

b each other plan of the Company or a Company Affiliate



which enables any plan described in paragraph a to meet therequirements of Code Section 401(a)(4) or 410.

(ii) "Determination Date" shall mean, with respect to any PlanYear, the last day of the preceding Plan Year, or in the case of the firstPlan Year, the last day of such Plan Year.

(iii) "Controlled Group Employee" shall mean any person whorenders services to the Company or a Company Affiliate in the status of anemployee as the term is defined in Code Section 3121(d).

(iv) "Key Employee" shall mean a Controlled Group Employee, aformer Controlled Group Employee or the Beneficiary of a former Controlled

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Group Employee, if, in the Plan Year containing the Determination Date orin any of the four preceding Plan Years, such Controlled Group Employee orformer Controlled Group Employee is or was

a an officer of the Company or a Company Affiliate whoseStatutory Compensation for the Plan Year in question exceeds fiftypercent of the amount in effect under Code Section 415(b)(1)(A) (notmore than fifty Controlled Group Employees or, if less, the greaterof three Controlled Group Employees or ten percent of the ControlledGroup Employees shall be treated as officers),

b one of the ten Controlled Group Employees owning (orconsidered as owning within the meaning of Code Section 318) boththe largest interest in the Company or a Company Affiliate and morethan one-half of one percent interest therein and whose StatutoryCompensation for the Plan Year in question equals or exceeds theamount in effect under Code Section 415(c)(1)(A); provided, however,if two Controlled Group Employees have the same interest in theCompany or a Company Affiliate, the Controlled Group Employee withthe greater Statutory Compensation for such Plan Year shall betreated as having the larger interest,

c a five percent owner (within the meaning of CodeSection 416(i)(1)(B) and (C)) of the Company or a Company Affiliateor a one percent owner (within the meaning of Code Section416(i)(1)(B) and (C)) of the Company or a Company Affiliate whoseStatutory Compensation for the Plan Year in question exceeds$150,000.

(v) "Non-Key Employee" shall mean any Controlled GroupEmployee who is not a Key Employee.



(vi) The Plan shall be Top-Heavy if, as of any DeterminationDate, the aggregate of the Accounts of Key Employees under all plans inthe Aggregation Group (or under this Plan and such other plans as theCompany elects to take into account under Code Section 416(g)(2)(A)(ii))exceeds sixty percent of the aggregate of the Accounts for all KeyEmployees and Non-Key Employees. In making this calculation as of aDetermination Date,

a each Account balance as of the most recent valuationdate occurring within the Plan Year which includes the DeterminationDate shall be determined,

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b an adjustment for contributions due as of theDetermination Date shall be determined,

c the Account balance of any Controlled Group Employeeor former Controlled Group Employee shall be increased by theaggregate distributions made during the five-year period ending onthe Determination Date with respect to such Controlled GroupEmployee or former Controlled Group Employee,

d the Account balance of

1 any Non-Key Employee who was a Key Employee forany prior Plan Year, and

2 any former Controlled Group Employee whoperformed no services for the Company or a Company Affiliateduring the five-year period ending on the Determination Date

shall be ignored, and

e if there have been any rollovers to or from anyAccount, the balance of such Account shall be adjusted, as requiredby Code Section 416(g)(4)(A).

Notwithstanding the foregoing, this Plan shall be Top-Heavy if, as of anyDetermination Date, it is required by Code Section 416(g) to be included in anAggregation Group which is determined to be a Top-Heavy Group.

(vii) "Top-Heavy Group" shall mean any Aggregation Group if,as of the Determination Date, the sum of

a the present value of the cumulative accrued benefitsfor all Key Employees under all defined benefit plans in suchAggregation Group, and



b the aggregate of the accounts of all Key Employeesunder all defined contribution plans in such Aggregation Group

exceeds sixty percent of a similar sum determined for all Key Employeesand Non-Key Employees.

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(viii) "Statutory Compensation" shall have the meaning setforth in Section 1.28(b).

Section 13.2 - Minimum Benefits

(a) For any Plan Year in which the Plan is Top-Heavy, the totalallocation to the Qualified Account and Matching Account of any Employee who isa Non-Key Employee at the end of such Plan Year and is

(i) entitled to an allocation to such Account under Section5.3, or

(ii) not entitled to an allocation under such Section solelybecause he did not elect to defer Compensation under Section 3.1 or 3.3 ofthe Plan,

shall not be less than that determined under subsection (b).

(b) The allocation determined under this subsection shall be apercentage of the Statutory Compensation of such Non-Key Employee which is notless than the lesser of

(i) three percent, or

(ii) that percentage reflecting the ratio of

a the allocations under Sections 5.3 and 5.4 to

b Statutory Compensation (not in excess of the limit ineffect under Code Section 401(a)(17) as adjusted for increases inthe cost of living)

for the Key Employee with respect to whom such ratio is highest for suchPlan Year.

(c) An Employee described in subsection (a)(ii) shall be treated asa Participant hereunder.

Section 13.3 - Vesting



(a) For any Plan Year in which the Plan is Top-Heavy, the Vestedpercentage of the Matching Account of each Participant who completes an Hour ofService in such Plan Year shall be the percentage of such Account shown on thefollowing table:

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Years of VestedVesting Service Percentage--------------- ----------

less than 2 0%2 20%3 40%4 60%5 (or more) 100%

(b) The Vested percentage of a Participant's Matching Account shallbe not less than the Vested percentage determined as of the last day of the lastPlan Year in which the Plan was not Top-Heavy.

(c) For any Plan Year in which the Plan is not Top-Heavy whichfollows one or more Plan Years for which the Plan has been Top-Heavy, ArticleVIII shall again become applicable as an amendment to the Plan; thus, eachParticipant who has had his Vested percentage computed under subsection (a) andwho has completed at least three Years of Vesting Service shall be permitted toelect to have his Vested percentage computed in accordance with subsection (a)for such Plan Year and any subsequent Plan Year in which the Plan is no longerTop-Heavy. Such Participant may make such election within an election periodbeginning no later than the first day of the first Plan Year in which the Planis no longer Top-Heavy and ending no later than the later of

(i) the sixtieth day of such Plan Year, or

(ii) a date which is sixty days after the day the Participantis issued written notice of his right to make such election by theAdministrator.

Section 13.4 - Limitation on Benefits

For any Plan Year in which the Plan is Top-Heavy,

(a) the denominator of both the defined benefit plan fractionand the defined contribution plan fraction set forth in Code Sections415(e)(2)(B) and 415(e)(3)(B), respectively, shall be adjusted bysubstituting 1.0 for 1.25, and



(b) the numerator of the "transition fraction" described inCode Section 415(e)(6)(B)(i) shall be calculated by substituting $41,500for $51,875,

but only to the extent required by Code Section 416(h).

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ARTICLE XIV

ADMINISTRATIVE PROVISIONS

Section 14.1 - Duties and Powers of the Administrator

(a) The Administrator shall administer the Plan in accordance withthe Plan and ERISA and shall have full discretionary power and authority:

(i) To engage actuaries, attorneys, accountants, appraisers,brokers, consultants, administrators, physicians or other firms or personsand (with its officers, directors and Employees) to rely upon the reports,advice, opinions or valuations of any such persons except as required bylaw;

(ii) To adopt Rules of the Plan that are not inconsistent withthe Plan or applicable law and to amend or revoke any such rules;

(iii) To construe the Plan and the Rules of the Plan;

(iv) To determine questions of eligibility and vesting ofParticipants;

(v) To determine entitlement to allocations of contributionsand forfeitures and to distributions of Participants, former Participants,Beneficiaries, and all other persons;

(vi) To make findings of fact as necessary to make anydeterminations and decisions in the exercise of such discretionary powerand authority;

(vii) To appoint claims and review officials to conduct claimsprocedures as provided in Section 14.6; and

(viii) To delegate any power or duty to any firm or personengaged under paragraph (i) or to any other person or persons.

(b) Every finding, decision, and determination made by theAdministrator shall, to the full extent permitted by law, be final and bindingupon all parties, except to the extent found by a court of competent



jurisdiction to constitute an abuse of discretion.

Section 14.2 - Expenses of Administration

(a) The Company shall indemnify and hold each Employee functioningunder Section 14.1(a) or person serving on an investment committee establishedin accordance with the Trust Agreement harmless from all claims, liabilities andcosts (including reasonable attorneys' fees) arising out of the good faithperformance of his functions hereunder.

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(b) The Company may obtain and provide for any such Employee andinvestment committee member described in subsection (a), at the Company'sexpense, liability insurance against liabilities imposed on him by law.

(c) The Plan shall pay reasonable administrative expenses of thePlan, including, but not limited to, expenses of any such Employee andinvestment committee member described in subsection (a) and legal fees incurredfor services related to the administration of the Plan (including the amendingof the Plan); provided, however, that the Company may elect, in its sole andabsolute discretion, to pay such administrative expenses from its own assets.

Section 14.3 - Payments

In the event any amount becomes payable under the Plan to a minor ora person who, in the sole judgment of the Administrator, is considered by reasonof physical or mental condition to be unable to give a valid receipt therefor,the Administrator may direct that such payment be made to any person found bythe Administrator, in its sole judgment, to have assumed the care of such minoror other person. Any payment made pursuant to such determination shallconstitute a full release and discharge of the Trustee, the Administrator andthe Company and their officers, directors, employees, owners, agents andrepresentatives.

Section 14.4 - Statement to Participants

Within one hundred eighty days after the end of each Plan Year, theAdministrator shall furnish to each Participant a statement setting forth thevalue of his Accounts and the Vested percentage thereof and such otherinformation as the Administrator shall deem advisable to furnish.

Section 14.5 - Inspection of Records

Copies of the Plan and any other documents and records which aParticipant is entitled by law to inspect shall be open to inspection by suchParticipant or such Participant's duly authorized representatives at anyreasonable business hour at the principal office of the Company, any Companywork site at which at least fifty Employees regularly perform services and such



other locations as the Secretary of Labor may require.

Section 14.6 - Claims Procedure

(a) A claim by a Participant, former Participant, Beneficiary or anyother person shall be presented to the claims official appointed by theAdministrator in writing within the maximum time permitted by law or under theregulations promulgated by the Secretary of Labor or his delegate pertaining toclaims procedures.

(b) The claims official shall, within a reasonable time, considerthe claim and shall issue his determination thereon in writing.

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(c) If the claim is granted, the appropriate distribution or paymentshall be made from the Trust Fund or by the Company.

(d) If the claim is wholly or partially denied, the claims officialshall, within ninety days (or such longer period as may be reasonablynecessary), provide the claimant with written notice of such denial, settingforth, in a manner calculated to be understood by the claimant

(i) the specific reason or reasons for such denial,

(ii) specific references to pertinent Plan provisions on whichthe denial is based,

(iii) a description of any additional material or informationnecessary for the claimant to perfect the claim and an explanation of whysuch material or information is necessary, and

(iv) an explanation of the Plan's claim review procedure.

(e) The Administrator shall provide each claimant with a reasonableopportunity to appeal the claims official's denial of a claim to a reviewofficial (appointed by the Administrator in writing) for a full and fair review.The claimant or his duly authorized representative

(i) may request a review upon written application to thereview official (which shall be filed with it),

(ii) may review pertinent documents, and

(iii) may submit issues and comments in writing.

(f) The review official may establish such time limits within whicha claimant may request review of a denied claim as are reasonable in relation tothe nature of the benefit which is the subject of the claim and to other



attendant circumstances but which, in no event, shall be less than sixty daysafter receipt by the claimant of written notice of denial of his claim.

(g) The decision by the review official upon review of a claim shallbe made not later than sixty days after his receipt of the request for review,unless special circumstances require an extension of time for processing, inwhich case a decision shall be rendered as soon as possible, but not later thanone hundred twenty days after receipt of such request for review.

(h) The decision on review shall be in writing and shall includespecific reasons for the decision written in a manner calculated to beunderstood by the claimant with specific references to the pertinent Planprovisions on which the decision is based.

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(i) The claims official and the review official shall have fulldiscretionary power and authority to construe the Plan and the Rules of thePlan, to determine questions of eligibility, vesting and entitlements and tomake findings of fact as under Section 14.1 and, to the extent permitted by law,the decision of the claims official (if no review is properly requested) or thedecision of the review official on review, as the case may be, shall be finaland binding on all parties except to the extent found by a court of competentjurisdiction to constitute an abuse of discretion.

Section 14.7 - Conflicting Claims

If the Administrator is confronted with conflicting claimsconcerning a Participant's Accounts, the Administrator may interplead theclaimants in an action at law, or in an arbitration conducted in accordance withthe rules of the American Arbitration Association, as the Administrator shallelect in its sole discretion, and in either case, the attorneys' fees, expensesand costs reasonably incurred by the Administrator in such proceeding shall bepaid from the Participant's Accounts.

Section 14.8 - Effect of Delay or Failure to AscertainAmount Distributable or to Locate Distributee

(a) If an amount payable under Article X, XI or XII cannot beascertained or the person to whom it is payable has not been ascertained orlocated within the stated time limits and reasonable efforts to do so have beenmade, then distribution shall be made not later than sixty days after suchamount is determined or such person is ascertained or located, or as prescribedin subsection (b).

(b) If, within one year after a Participant has a Separation fromthe Service, the Administrator, in the exercise of due diligence, has failed tolocate him (or if such Separation from the Service is by reason of his death,has failed to locate the person entitled to his Vested Accounts under Section



11.2), his entire distributable interest in the Plan shall be applied to reducethe Company's contribution under Section 4.1(b); provided, however, that if theParticipant (or in the case of his death, the person entitled thereto underSection 11.2) makes proper claim therefor under Section 14.6, the amount soforfeited shall be restored to the Participant's Account or Accounts, as thecase may be, applying forfeitures pending application, Company contributions andunallocated earnings and gains of the Trust Fund, in that order, as necessary.

Section 14.9 - Service of Process

The Secretary of the Company is hereby designated as agent of thePlan for the service of legal process.

Section 14.10 - Limitations Upon Powers of the Administrator

The Plan shall not be operated so as to discriminate in favor ofHighly Compensated Employees. The Plan shall be uniformly and consistentlyinterpreted and applied

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with regard to all Participants in similar circumstances. The Plan shall beadministered, interpreted and applied fairly and equitably and in accordancewith the specified purposes of the Plan.

Section 14.11 - Effect of Administrator Action

Except as provided in Section 14.6, all actions taken and alldeterminations made by the Administrator in good faith shall be final andbinding upon all Participants, the Trustee and any person interested in the Planor Trust Fund.

Section 14.12 - Contributions to Rollover Accounts

(a) A Participant may make a contribution to his Rollover Account ifsuch contribution meets the requirements of this Section and is in accordancewith the Rules of the Plan.

(b) Such contribution will meet the requirements of this Section if

(i) it is made by the Participant to the Trust in cash in alump sum not later than two months after his admission or re-admission tothe Plan, and

(ii) the amount contributed by the Participant consists of

a an Eligible Rollover Distribution as defined in CodeSection 402(c)(4) from



1 a qualified trust meeting the requirements ofCode Section 402(c)(8), or

2 an employee annuity plan meeting therequirements of Code Section 403(a)(1), or

b a tax-free rollover distribution from an individualretirement account or an individual retirement annuity which in turnconsisted entirely of an Eligible Rollover Distribution (as definedin Code Section 402(c)(4) from a qualified trust under Code Section401(a) or an annuity plan under which the Participant was anemployee within the meaning of Code Section 401(c)(1) at the timecontributions were made on his behalf under the Plan) together withany earnings thereon, and which otherwise meets the requirements ofCode Section 408(d)(3).

(c) In addition, such contribution will meet the requirements ofthis Section if

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(i) the contribution is made within sixty days following theday on which the Participant received the distribution from a qualifiedtrust, annuity plan or individual retirement account or annuity,

(ii) such distribution was in the form of money, and

(iii) such distribution constituted an Eligible RolloverDistribution within the meaning of Code Section 402(c)(4), no part ofwhich consists of employee contributions.

(d) The Administrator may require the Participant to supplyinformation sufficient to determine if his contribution meets the requirementsof this Section. If the Administrator determines that such contribution does notmeet the requirements of this Section, the contribution shall not be permitted.

(e) The Plan will also accept the direct transfer from a planqualified under Code Section 401(a) of an amount which if paid to theParticipant instead of the Plan would have constituted an Eligible RolloverDistribution within the meaning of Code Section 402(c)(4). Such a plan-to-plantransfer must be received by the Trustee within two months after theParticipant's admission or re-admission to the Plan. The transferred amountshall be credited to the Participant's Rollover Account.

(f) If the Administrator accepts a contribution or transfer pursuantto this Section and later determines that it was improper to do so, in whole orin part, the Plan shall refund the necessary amount to the Participant.

Section 14.13 - Direct Rollovers



Notwithstanding any provision of the Plan to the contrary, aDistributee may elect, at the time and in the manner prescribed by theAdministrator under the Rules of the Plan, to have all or any portion of anEligible Rollover Distribution paid directly to an Eligible Retirement Plandesignated by the Distributee in a Direct Rollover.

Section 14.14 - Loans to Participants or FormerParticipants, Spouses or Beneficiaries

(a) A Participant, former Participant, Spouse or Beneficiary("Borrower") may borrow against his Deferred Compensation Account, and/or hisMatching Account, and/or his Qualified Account and/or his Rollover Account withthe approval of the Administrator in accordance with the provisions ofsubsection (b).

(b) The Administrator shall establish by Rules of the Plan therequirements for loans from the Trust Fund and conditions therefor. Such Rulesof the Plan shall be consistent with the following requirements:

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(i) The Borrower must be a "party in interest" within themeaning of ERISA Section 3(14) on the date the loan is made.

(ii) Loans shall not be made available to an individual who isan owner-employee (as defined in Code Section 401(c)(3)) of the Company ora Company Affiliate or a shareholder-employee (as defined in Code Section1379(d)) of the Company or a Company Affiliate or a member of the family(as defined in Code Section 267(c)(4)) of an owner-employee orshareholder- employee.

(iii) The minimum amount which a Borrower may borrow at anyone time under this Section is $1,000.00.

(iv) The maximum amount which a Borrower may borrow from theTrust Fund shall be an amount which when added to the outstanding balanceof all other loans from the Plan and from other qualified plans of theCompany or a Company Affiliate does not exceed the lesser of

a $50,000 reduced by the excess (if any) of

1 the highest outstanding balance of loans fromthe Plan during the one year period ending on the day beforethe date on which the loan is made, over

2 the outstanding balance of loans from the Planon the date on which such loan was made; or



b half of his Vested interest in all of his Accounts.

(v) Loans shall not be made to a Borrower under this Sectionmore frequently than at twelve-month intervals.

(vi) Such loans must be available to all Borrowers on areasonably equivalent basis.

(vii) The Vested percentage of a Borrower's DeferredCompensation Account, Matching Account, Qualified Account and RolloverAccount which is made available for borrowing shall not be higher forParticipants or former Participants who are Highly Compensated Employees,officers or shareholders than for other Borrowers.

(viii) Such loans shall be made upon promissory notesproviding for substantially level amortization (with regular payments bypayroll deduction each Payday

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for a Participant or by direct payments if the Participant does not have asufficient paycheck on any Payday). A former Participant, Spouse orBeneficiary shall make arrangements for regular direct payments on suchloans with the Administrator as provided in the Rules of the Plan.

(ix) Each such loan shall be secured by the lesser of theamount of the loan or half of the Vested interest in the Borrower'sAccounts, including any such portion of a Borrower's Accounts which iscredited after the date of the loan. For purposes of Articles X, XI andXII, the distributable balance of such Accounts shall be reduced by theunpaid balance of the loan secured by such Accounts.

(x) Each such loan shall bear a reasonable interest rate,which shall be commensurate with the interest rates charged by persons inthe business of lending money for loans which would be made under similarcircumstances. The Administrator may adopt a national or regional rate ofinterest for this purpose.

(xi) Each such loan shall be repaid within five years unlessthe loan is used to acquire any dwelling unit which within a reasonabletime is to be used as a principal residence of the Borrower.

(xii) The promissory note on any such loan shall be aninvestment of the affected Accounts of the Borrower receiving such loanand not an investment of the Trust Fund generally.

Section 14.15 - Distributions Pursuant toQualified Domestic Relations Orders



Notwithstanding any other provision of the Plan to the contrary,upon receipt by the Administrator of a domestic relations order, as defined inCode Section 414(p), which, but for the time of required payment to thealternate payee, would be a qualified domestic relations order as defined inCode Section 414(p), the amount awarded to the alternate payee shall promptly bepaid in the manner specified in such order; provided, however, that no suchdistribution shall be made prior to the Participant's Separation from theService if such distribution could adversely affect the qualified status of thePlan.

Section 14.16 - Correction of Administrative Error;Special Contribution

Notwithstanding any other provision of the Plan to the contrary, theAdministrator shall take any and all appropriate actions to correct errors inthe administration of the Plan, including, without limitation, errors in theallocation of contributions, forfeitures, and income, expenses, gains and lossesto the Accounts of the Participants or Beneficiaries under the Plan. Suchcorrective actions may include debiting or crediting a Participant's orBeneficiary's Accounts or allocating special contributions made by the Companyto the Plan for purposes of

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correcting any failure to make contributions on a timely basis or properlyallocate contributions, forfeitures, or income, expenses, gains and losses. TheAdministrator shall determine the amount of any such special contributionsrequired to be made by the Company, which may be made in such approximateamounts as the Administrator, acting in its sole discretion, shall determine. Inno event shall any corrective action taken by the Administrator under thisSection reduce any Participant's or Beneficiary's accrued benefit in violationof Section 411(d)(6) of the Code and the Treasury Regulations thereunder.

ARTICLE XV

TERMINATION, DISCONTINUANCE,AMENDMENT, MERGER, ADOPTION OF PLAN

Section 15.1 - Termination of Plan; Discontinuanceof Contributions

(a) The Plan is intended as a permanent program but the Board shallhave the right at any time to declare the Plan terminated completely as to theCompany or as to any division, facility or other operational unit thereof.Discharge or layoff of Employees of the Company or any unit thereof without sucha declaration shall not result in a termination or partial termination of thePlan except to the extent required by law. In the event of any termination orpartial termination:



(i) An allocation of amounts being held under Section 16.4(b)shall be made in accordance with Section 16.4(c).

(ii) For each Participant who is then an affected Employee oremployed by a Company Affiliate with respect to whom the Plan isterminated or partially terminated, the interest in his Matching Account,including his interest in the forfeitures then held in suspense underSection 12.3 (which shall be applied under Section 5.4), shall becomefully Vested.

(iii) The Administrator shall direct the Trustee to liquidatethe necessary portion of the Trust Fund and distribute it, less, to theextent permitted by law, a proportionate share of the expenses oftermination, to the persons entitled thereto in proportion to theirAccounts.

(iv) Provided that the Company or a Company Affiliate does notmaintain another defined contribution plan other than an employee stockownership plan (as defined in Code Section 4975(e)(7)), such distributionsshall be made in the manner prescribed by Section 12.1(a), assuming forsuch purpose that each person entitled to a distribution under the Plan isa Participant who has had a Separation from the Service due to resignationor discharge on the date of termination.

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(b) The Board shall have the right at any time to discontinuecontributions to the Plan completely as to the Company or as to any division,facility or other operational unit thereof. In the event of completediscontinuance of contributions to the Plan, the Plan and Trust shall otherwiseremain in full force and effect except that all Matching Accounts shallthereupon become fully Vested.

Section 15.2 - Amendment of Plan

As limited in Section 15.1 of the Plan and Section 7.02 of the TrustAgreement, complete or partial amendments or modifications to the Plan(including retroactive amendments to meet governmental requirements orprerequisites for tax qualification) may be made from time to time by the Board;provided, however, that no amendment shall decrease the Vested percentage anyParticipant has in his Accounts or his accrued benefit.

Section 15.3 - Retroactive Effect of Plan Amendment

(a) No Plan amendment, unless it expressly provides otherwise, shallbe applied retroactively to increase the Vested percentage of a Participantwhose Separation from the Service preceded the date such amendment becameeffective unless and until he again becomes a Participant and additionalcontributions are allocated to him.



(b) No Plan amendment, unless it expressly provides otherwise, shallbe applied retroactively to increase the amount of service credited to anyperson for purposes of Plan participation, vesting or any other Plan purposewith respect to his participation or employment before the date such amendmentbecame effective.

(c) Except as provided in subsections (a) and (b), all rights underthe Plan shall be determined under the terms of the Plan as in effect at thetime the determination is made.

Section 15.4 - Consolidation or Merger; Adoptionof Plan by Other Companies

(a) In the event of the consolidation or merger of the Company withor into any other business entity, or the sale by the Company or its owner ofits assets, the successor may continue the Plan by adopting the same byresolution of its board of directors or agreement of its partners or proprietorand, if deemed appropriate, by executing a proper supplemental agreement to theTrust Agreement with the Trustee. If, within ninety days from the effective dateof such consolidation, merger or sale of assets, such new corporation,partnership or proprietorship does not adopt the Plan, the Plan shall beterminated in accordance with Section 15.1.

(b) The Plan shall not be merged or consolidated with any otherplan, nor shall its assets or liabilities be transferred to any other plan,unless each Participant in this Plan would have immediately after the merger,consolidation or transfer (if the plan in question were then terminated)accounts which are equal to or greater in amount than his corresponding Accounts

52

under this Plan had the Plan been terminated immediately before the merger,consolidation or transfer.

(c) Any Company Affiliate may, with the approval of the Board, adoptthe Plan as a whole company or as to any one or more divisions effective as ofthe first day of any Plan Year by resolution of its own board of directors oragreement of its partners. Such Company Affiliate shall give written notice ofsuch adoption to the Administrator and to the Trustee by its duly authorizedofficers.

ARTICLE XVI

MISCELLANEOUS PROVISIONS

Section 16.1 - Identification of Fiduciaries

(a) The Administrator (with respect to control and management of



Plan assets and in general) and the Trustee shall be named fiduciaries withinthe meaning of ERISA and, as permitted or required by law, shall have exclusiveauthority and discretion to control and manage the operation and administrationof the Plan within the limits set forth in the Trust Agreement, subject toproper delegation.

(b) Such named fiduciaries and every person who exercises anydiscretionary authority or discretionary control respecting management of theTrust Fund or Plan, or exercises any authority or control respecting themanagement or disposition of the assets of the Trust Fund or Plan, or rendersinvestment advice for compensation, direct or indirect, with respect to anymoneys or other property of the Trust Fund or Plan or has authority orresponsibility to do so, or has any discretionary authority or discretionaryresponsibility in the administration of the Plan, and any person designated by anamed fiduciary to carry out fiduciary responsibilities under the Plan, shall bea fiduciary and, as such, shall be subject to provisions of the Plan, the TrustAgreement, ERISA and other applicable laws governing fiduciaries. Any person mayact in more than one fiduciary capacity.

Section 16.2 - Allocation of Fiduciary Responsibilities

(a) Fiduciary responsibilities under the Plan are allocated asfollows:

(i) The sole power and discretion to manage and control thePlan's assets including, but not limited to, the power to acquire anddispose of Plan assets, is allocated to the Trustee, except to the extentthat another fiduciary is appointed in accordance with the Trust Agreementwith the power to control or manage (including the power to acquire anddispose of) assets of the Plan.

(ii) The sole duties, responsibilities and powers allocated tothe Board shall be those expressly retained under Sections 15.1, 15.2 and15.4.

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(iii) The sole duties, responsibilities and powers allocatedto the Company shall be those expressly retained under the Plan or theTrust Agreement.

(iv) All fiduciary responsibilities not allocated to theTrustee, the Board, the Company or any investment manager are herebyallocated to the Administrator, subject to delegation in accordance withSection 14.1(a)(viii).

(b) Fiduciary responsibilities under the Plan (other than the powerto manage or control the Plan's assets) may be reallocated among thosefiduciaries identified as named fiduciaries in Section 16.1 by amending the Plan



in the manner prescribed in Section 15.2, followed by such fiduciaries'acceptance of, or operation under, such amended Plan.

Section 16.3 - Limitation on Rights of Employees

The Plan is strictly a voluntary undertaking on the part of theCompany and shall not constitute a contract between the Company and anyEmployee, or consideration for, or an inducement or condition of, the employmentof an Employee. Except as otherwise required by law, nothing contained in thePlan shall give any Employee the right to be retained in the service of theCompany or to interfere with or restrict the right of the Company, which ishereby expressly reserved, to discharge or retire any Employee at any time,without notice and with or without cause. Except as otherwise required by law,inclusion under the Plan will not give any Employee any right or claim to anybenefit hereunder except to the extent such right has specifically become fixedunder the terms of the Plan and there are funds available therefor in the handsof the Trustee. The doctrine of substantial performance shall have noapplication to Employees or Participants. Each condition and provision,including numerical items, has been carefully considered and constitutes theminimum limit on performance which will give rise to the applicable right.

Section 16.4 - Limitation on Annual Additions; Treatmentof Otherwise Excessive Allocations

(a) In any Plan Year (which shall be the Plan's "limitation year"within the meaning of Treas. Reg. ss. 1.415-2(b)), the Annual Addition of aParticipant shall not exceed the least of

(i) twenty-five percent of such Participant's StatutoryCompensation for such Plan Year,

(ii) $30,000.00 (or, if greater, one-quarter of the dollarlimitation in effect under Code Section 415(b)(1)(A)), or

(iii) the maximum allowed under Code Section 415 (utilizingthe adjustments to the "defined contribution fraction" allowed by Section1106(i)(4) of the Tax Reform Act of 1986 and Code Section 415(e)).

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(b) If the Annual Addition of a Participant would exceed the limitsof subsection (a) as a result of an allocation of forfeitures, a reasonableerror in estimating a Participant's Statutory Compensation or under otherlimited facts and circumstances found justifiable by the Commissioner ofInternal Revenue, it shall be reduced until it comes within such limits. Suchreduction shall be accomplished by debiting the necessary amount from

(i) his allocation of Company contributions for such Plan Yearto his Deferred Compensation Account,



(ii) his allocation of forfeitures for such Plan Year,

(iii) his allocation of Company contributions for such PlanYear to his Matching Account, and

(iv) his allocation of Company contributions for such PlanYear to his Qualified Account

in such order. The portion of such amount attributable to his DeferredCompensation first shall, to the extent allowed by law, be refunded to him, andotherwise any necessary remainder to the extent allowed by Section 403 of ERISA,shall be returned to the Company and recontributed for the applicable Account ofthe Participant in the first Plan Year in which allowed under subsection (a), orotherwise held in suspense hereunder and applied to the applicable Account ofthe Participant in the first Plan Year in which allowed under subsection (a).The balance, if any, of such reduction shall be allocated to the MatchingAccounts of persons who are Active Participants at the end of the Plan Year inproportion to their Compensation received while Active Participants in such PlanYear. If any Participant's Annual Addition would, due to such specialallocation, exceed the limit of subsection (a), the excess shall be reallocatedby a second special allocation, and so on as necessary to allocate such amountswithin the limits of subsection (a). Any amounts which cannot be so allocatedbecause of the limitations of subsection (a), shall be held in suspense andshall be allocated and reallocated in succeeding Plan Years, in the order oftime, prior to the allocation of any Company or personal contributions.

(c) In the event the Plan is terminated while excess amounts arethen held in suspense under subsection (b), such excess amounts shall beallocated and reallocated as provided in subsection (b), as of the day beforethe date of the termination as if such day were the last day of such Plan Year.Any amounts which cannot then be so allocated because of the limits ofsubsection (a) shall revert to the Company, as provided in the Trust Agreement.

Section 16.5 - Governing Law

The Plan and Trust shall be interpreted, administered and enforcedin accordance with the Code and ERISA, and the rights of Participants, formerParticipants, Beneficiaries and all other persons shall be determined inaccordance therewith; provided, however, that, to the extent that state law isapplicable, the laws of the state of residence of the Participant in question,or if none, the state in which the principal office of the Administrator islocated shall apply.

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Section 16.6 - Genders and Plurals

Where the context so indicates, the masculine pronoun shall include



the feminine pronoun and the singular shall include the plural.

Section 16.7 - Titles

Titles are provided herein for convenience only and are not to serveas a basis for interpretation or construction of the Plan or Trust Agreement.

Section 16.8 - References

Unless the context clearly indicates to the contrary, a reference toa statute, regulation or document shall be construed as referring to anysubsequently amended, enacted, adopted or executed statute, regulation ordocument.

Executed at _____________, ________________ this ____ day of___________, 1997.


By------------------------------

Officer

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Exhibit 21

Subsidiaries of Griffin Land & Nurseries, Inc.

State or Other Jurisdiction ofName* Incorporation or Organization---- -----------------------------

General Witt Receivables Corp. Delaware

Imperial Nurseries, Inc. Delaware

The Eli Witt Company Delaware(50.1% interest)

Centaur Communications England and Wales(25% interest)

Culbro Homes, Inc. Delaware

Culbro Homes II, Inc. Delaware

Culbro Properties, Inc. Delaware

Griffin Center Corporation Delaware

Meadow Park Associates, Inc. Delaware

River Bend Associates, Inc. Delaware

Treetop Incorporated Delaware

* The names listed are the only names under which the subsidiaries do business.



Documents

GRIFFIN LAND & NURSERIES INC (Form: 10-12G/A, Filing Date ...pdf.secdatabase.com/1138/0000912057-97-019442.pdf · NEW YORK NY 10016-8899 2124483800 Mailing Address 387 PARK AVENUE