Exhibit 4.2
                                                                     -----------

                                                                 FINAL VERSION
                                                                 AUGUST 31, 2000




                            New Skies Satellites N.V.

                 Stock Option Plan for the Supervisory Board



                         (Effective as of May 14, 1998)

                         (revised as of August 31, 2000)




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                            New Skies Satellites N.V.

                 Stock Option Plan for the Supervisory Board


1.    PURPOSE

This Plan has been adopted by New Skies Satellites N.V. (the "Company") to
provide members (including newly elected or newly appointed members) of the
Supervisory Board of the Company (who are not employees of the Company or any of
its affiliates) (collectively "Participants") with an opportunity to acquire an
equity interest in the Company. The Company intends to use the Plan to attract
and retain Participants' services and to motivate Participants to contribute to
the Company's success through continuing and increased equity ownership in the
Company.

All Options shall be subject to the terms and conditions provided in this Plan.

2.    DEFINITIONS

      (a)    "Annual General Meeting of Shareholders" shall mean an annual
             general meeting of shareholders of the Company ("jaarvergadering").

      (b)   "Basic Fees" means, as at the relevant Date of Grant, the annual
            fixed fees paid to a Director.

      (c)   "Board" shall mean the Supervisory Board of the Company.

      (d)   "Common Stock" shall mean the EUR 0.05 (Five Eurocent) par value,
            ordinary voting shares of the Company, or depository receipts issued
            with the cooperation of the Company in respect of such shares.

      (e)   "Company" shall mean New Skies Satellites N.V., a Dutch company.

      (f)   "Compliance Officer" shall mean the individual who has been
            appointed by the Company as the compliance officer pursuant to the
            Insider Trading Policy.

      (g)   "Date of Grant" shall mean the date on which an Option is granted
            under the Plan, as reflected in a Participant's Option Agreement.

      (h)   "Director" shall mean a member of the Board.

      (i)   "Exercise Price" shall mean the price per Share at which an Option
            may be exercised, as set out in Section 7(f) below.

      (j)   "Fair Market Value" shall mean the value of one Share determined as
            of any specified date as follows:

            (A)(i)      If the Shares are traded on any recognised stock
                        exchange, the value per Share shall be the closing price
                        of the Common Stock on the business day immediately
                        preceding such specified date (or, if there are no sales
                        on that day, the last preceding day on which there was a
                        sale) on the principal exchange on which the Common
                        Stock is traded;

             (A)(ii)    If the Shares are not traded on any recognised stock
                        exchange but are traded on any formal over-the-counter
                        quotation system in general use, the value per Share
                        shall be the average between the closing bid and closing
                        asked quotations for the Common Stock on the business
                        day immediately preceding such specified date (or, if
                        there are no such quotations on that day, the last
                        preceding day on which there were such quotations) on
                        the principal system on which the Common Stock is
                        traded; or

             (A)(iii)   If neither subparagraph (i) nor (ii) applies, then
                        the value per Share shall be determined by the Plan
                        Administrator in good faith as an estimate of the value
                        per Share a willing purchaser would pay a willing seller
                        with both parties having full knowledge of all relevant
                        material facts. Such determination shall be conclusive
                        and binding on all persons.

            (B)          To implement subparagraph (A)(iii), the Plan
                        Administrator may engage an independent expert to
                        determine the Fair Market Value of the Shares on any
                        date. Such determinations shall be conclusive and
                        binding on all persons.

      (k)   "Inside Information shall mean any material non-public information,
            as defined in the Company's Insider Trading Policy.

      (l)   "Insider Trading Policy" shall mean the Company's Group Rules
            Governing Insider Trading and Inside Information, as such rules may
            be amended from time to time.

      (m)   "IPO" shall mean a public offering of common stock that is
            registered under the U.S. Securities Act of 1933, a public offering
            on the AEX-Stock Exchange, or any similar offering in any other
            jurisdiction.

      (n)   "Option" shall mean any option that is granted pursuant to the Plan
            to purchase and acquire shares of Common Stock.

      (o)   "Option Agreement" shall mean, with respect to each Option granted
            to a Participant, the signed written agreement between the
            Participant and the Company setting forth the terms and conditions
            of the Option.

      (p)   "Optioned Shares" shall mean Shares acquired by a Participant
            through the exercise of an Option granted under this Plan.

      (q)   "Participant" shall mean any individual to whom an Option has been
            granted under the Plan, and such term shall include where
            appropriate the duly appointed legal representative of a Participant
            suffering from Total and Permanent Disability and the allowable
            transferee of a deceased Participant as provided in this Plan.

      (r)   "Plan" shall mean this New Skies Satellites N.V. Stock Option Plan
            for the Supervisory Board, as amended from time to time.

      (s)   "Plan Administrator" shall mean the Compliance Officer administering
            the Plan or the foundation administering the Plan as permitted in
            Section 4.

      (t)   "Purchase Price" shall mean, at any specified time, the Exercise
            Price of an Option to purchase one Share times the number of Shares
            subject to such Option being exercised.

      (u)   "Share" shall mean one ordinary share of Common Stock.

      (v)   "Total and Permanent Disability" shall mean with respect to a
            Participant, the mental or physical condition which would cause the
            Participant to be deemed to be "totally and permanently disabled" in
            accordance with the Dutch Disability Act (Wet op de
            Arbeidsongeschiktheidsverzekering).

      (w)   "Vest" or "Vesting" shall mean the date, event or act prior to which
            an Option, in whole or in part, is not exercisable, and as a
            consequence of which the Option, in whole or in part, becomes
            exercisable for the first time.

      (x)   "Unvested Option" shall mean an Option that is not yet exercisable.


3.    EFFECTIVE DATE

The Plan was adopted by the Board with effect from May 14, 1998.

4.    ADMINISTRATION

      (a)   Administration by the Compliance Officer or a Foundation

            The Compliance Officer may administer the Plan or the Board may
            appoint a foundation to administer the Plan in accordance with
            Section 4(b).

      (b)   The Foundation

            In the event that the Board elects to delegate the administration of
            the Plan to a third party, such third party shall be a foundation
            (Stichting) established solely for the purposes of facilitating the
            operation of this Plan. The directors of the Foundation shall be
            independent from the Board.

      (c)   Powers of the Plan Administrator

            The Plan Administrator shall, without causing the Plan to be
            inconsistent with Dutch or other applicable insider trading laws or
            regulations or the Insider Trading Policy, and without causing the
            Plan no longer to qualify as a "personeelsregeling", have the
            authority and complete discretion to:

            (i)   Subject to Section 10(b), prescribe, amend and rescind rules
                  and regulations relating to the Plan which will not apply,
                  without the consent of a Participant, with respect to any
                  Option previously granted to the Participant if it would
                  adversely affect the Participant's position in that respect;

            (ii)  Construe and interpret the Plan, any Option Agreement and any
                  other agreement or document executed pursuant to the Plan;

            (iii) Authorize any person to execute on behalf of the Company any
                  instrument required to effectuate the grant of an Option as
                  made by the Plan Administrator; and

            (iv)  Make all other determinations deemed necessary or advisable
                  for the administration of the Plan.

            The management board of the Company shall ensure that the Plan
            Administrator at all times has a sufficient power of attorney to be
            able to exercise the powers purported to be granted to it under the
            Plan and to perform all legal acts to implement the provisions of
            the Plan.

      (d)   Plan Administrator's Interpretation of the Plan

            The Plan Administrator's interpretation and construction of any
            provision of the Plan, of any Option granted under the Plan or of
            any Option Agreement shall be final and binding on all persons
            claiming an interest in an Option granted or issued under the Plan.
            The Plan Administrator shall not be liable for any action or
            determination made in good faith with respect to the Plan. The
            Company, in accordance with the articles of association of the
            Company, shall indemnify and defend the Plan Administrator, and,
            where a foundation acts as Plan Administrator, the foundation and
            each director of the foundation, to the fullest extent provided by
            law and such articles of association.

      (e)   Determinations by the Plan Administrator

            Subject to Section 5, the Plan Administrator's determinations under
            the Plan may be made by the Plan Administrator selectively among
            persons who are granted Options under the Plan.

5.    GRANT OF OPTIONS

      (a)   Annual Grants

            The Company shall grant to each Director an Option to acquire such
            number of Shares as has been approved by the Company's shareholders
            in accordance with this Section. At each Annual General Meeting of
            Shareholders, the Plan Administrator shall, in consideration of the
            financial results of the previous year and after consultation with
            the Board, submit a proposal to the General Meeting of Shareholders
            to grant each Director an Option for a specified number of Shares,
            equal to a stated multiple between 1 and 4 times the Director's
            Basic Fees divided by the Fair Market Value of a Share on the date
            of the applicable Annual General Meeting of Shareholders.

             Options shall not be granted under this Section 5 over fractions of
            a Share, but shall be rounded down to the nearest Share.

      (b)   Notification of the Securities Board of The Netherlands

             Prior to each time Options are granted, the Plan Administrator
            shall notify the Securities Board of the Netherlands at least two
            months in advance of the intention to grant Options, in accordance
            with article 1 under a Decree of 17 December 1998, as amended from
            time to time. The notification shall include the proposal of the
            grant of Options for the Annual General Meeting. After such
            notification the Plan Administrator (acting through the Company)
            shall be obliged, subject to the approval of the Company's Annual
            General Meeting, to grant the Options. To the extent a Director has
            Inside Information as of the date of the proposed grant of an
            Option, the Director shall, to the extent required by law, be
            obliged to accept the grant of the Option to the extent required by,
            and in accordance with the terms set forth in, the notification. The
            requirements of this paragraph (b) shall not apply to Options that
            are granted at least two weeks prior to the date of an IPO.

6.    SHARES OF COMMON STOCK SUBJECT TO THIS PLAN

      (a)   Authorised, Unissued Shares

            Options which are granted under this Plan shall be with respect to
            the authorized but unissued Shares of Common Stock of the Company.

      (b)   Plan Limit

            The aggregate number of Shares which may be issued upon the exercise
            of Options under this Plan shall form part of the percentage of the
            outstanding Common Stock specified in Section 6(b) of the New Skies
            Satellites N.V. 1999 Stock Option Plan, as increased from time to
            time pursuant to that Section 6(b).

      (c)   Options Not to Exceed Shares Available

            The number of Shares subject to Options which have been granted
            under this Plan at any time during the term of the Plan shall not
            exceed the number of Shares authorised for issuance under the Plan
            under Section 6(b). The number of Shares subject to an Option which
            expires, is cancelled, is forfeited or is terminated for any reason
            shall again be available for issuance under the Plan.

7.    TERMS AND CONDITIONS OF OPTIONS

      (a)   Stock Option Agreements

            Each Option shall be evidenced by a written Option Agreement which
            shall set forth the terms and conditions pertaining to such Option,
            provided that all such terms shall be subject to and consistent with
            this Plan.

            Notwithstanding any other provision of this Plan, when awarding any
            Option the Plan Administrator, the Company, and each Participant
            shall comply with all Dutch and other applicable insider trading
            laws and regulations and with the Insider Trading Policy.

      (b)   Number of Shares Covered by an Option

            Each Option Agreement shall state the number of Shares for which the
            Option is exercisable, subject to adjustment of such number of
            Shares pursuant to Section 9.

      (c)   Exercise of Options

            Only a Participant may exercise an Option. The Participant may
            exercise an Option only on or after the date on which the Option
            Vests, as provided in Section 7(d), and only on or before the date
            on which the term of the Option expires, as provided in Section
            7(e). Each Option Agreement shall specify the manner and procedure
            for exercising an Option and the effective date of such exercise. A
            Participant shall be required to sign such Option Agreement as a
            condition for receiving a grant of an Option.

            Notwithstanding any other provision of this Plan or of any Option
            Agreement or of any other agreement, when exercising Options the
            Plan Administrator, the Company, and each Participant shall comply
            with all Dutch and other applicable insider trading laws and
            regulations and with the Insider Trading Policy.

      (d)   Vesting of Options

            Each Option Agreement shall specify the date, event or act upon
            which an Option shall Vest, in whole or in part, with respect to all
            or a specified portion of the Shares covered by such Option. The
            condition shall not impose upon the Company any obligation to retain
            the Participant as a Director for any period.

      (e)   Term and Expiration of Options

            Except as otherwise specifically provided in a Participant's Option
            Agreement, the term of an Option shall expire on the first to occur
            of the following:

            (i)   The tenth anniversary of the date the Option was granted;

            (ii)  The date determined under Section 7(i)(ii) for a Participant
                  who ceases to be a Director for any reason other than by (A)
                  death, (B) Total and Permanent Disability, or (C) pursuant to
                  Section 7(l);

            (iii) The date determined under Section 7(j) for a Participant who
                  ceases to be a Director by reason of the Participant's death;

            (iv)  The date determined under Section 7(k) for a Participant who
                  ceases to be a Director by reason of the Participant's Total
                  and Permanent Disability;

            (v)   The date determined under Section 7(l) for a Participant who
                  ceases to be a Director for one of the reasons set out in that
                  Section;

            (vi)  The effective date of a transaction described in Section 9(b);
                  or

            (vii) The expiration date specified in the Option Agreement
                  pertaining to the Option.

      (f)   Exercise Price

            Each Option Agreement shall state the Exercise Price for the Shares
            to which the Option pertains, provided that the Exercise Price of an
            Option shall be the Fair Market Value of one Share on the relevant
            Date of Grant and shall not in any event be less than the par value
            of such Share.

      (g)   Medium and Time of Payment of Purchase Price

            A Participant may exercise an Option by delivering notice in the
            manner specified in the Option Agreement. A Participant exercising
            an Option shall pay the Purchase Price for the Shares to which such
            exercise pertains in full in cash or by cheque (in Dutch Guilders)
            as a condition of such exercise, unless the Plan Administrator in
            its complete discretion allows the Participant to pay the Purchase
            Price in a manner allowed under Section 11, so long as the sum of
            cash so paid and such other consideration equals the Purchase Price.
            A Participant's exercise of an Option is subject to satisfying any
            tax withholding requirements imposed by the Company pursuant to
            Section 14.

      (h)   Nontransferability of Options

            An Option granted to a Participant shall, during the lifetime of the
            Participant, be exercisable only by the Participant and shall not be
            assignable or transferable. In the event of the Participant's death,
            an Option is transferable by the Participant only by will or the
            laws of descent and distribution. Any attempted assignment, transfer
            or attachment by any creditor in violation of this Section 7(h)
            shall be null and void.

      (i)   Termination  for Any Reason Other Than Death,  Total and Permanent
            Disability or Pursuant to Section 7(l)

            (i)    For purposes of this Section 7(i), status as a Director will
                   be treated as continuing intact while the Participant is on
                   military leave, sick leave or other bona fide leave of
                   absence, as determined by the Plan Administrator in its
                   complete discretion.

            (ii)   If a  Participant  ceases to be a  Director  for any reason
                   other than death,  Total and Permanent  Disability,  or for
                   one of the reasons set out in Section 7(l),  then:  (A) the
                   Participant's  Option(s),  to the  extent  Unvested  at the
                   time that the Participant's  status described above ceases,
                   shall be forfeited;  and (B) the  Participant's  Option(s),
                   to the extent Vested at the time the  Participant's  status
                   ceases,  shall  expire at 12:00  Midnight  on the three (3)
                   month  anniversary  of  the  date  that  the  Participant's
                   status  ceases  (but not  beyond  the date that the term of
                   the  Option(s)  would  earlier  have  expired  pursuant  to
                   Section 7(e)).

      (j)   Death of Participant

            If a Participant dies while a Director, any Option granted to the
            Participant, to the extent Vested on the date of the Participant's
            death, may be exercised at any time within twelve (12) months after
            the Participant's death (but not beyond the date that the term of
            the Option would earlier have expired pursuant to Section 7(e)).

      (k)   Total and Permanent Disability of Participant

            If a Participant ceases to be a Director as a consequence of Total
            and Permanent Disability, any Option granted to the Participant, to
            the extent Vested on the date that the Participant's status ceased,
            may be exercised at any time within six (6) months after such date
            (but not beyond the date that the term of the Option would earlier
            have expired pursuant to Section 7(e)).

      (l)   Termination for Retirement, Failure to Stand for Re-election,
            Resignation or Failure to be Re-elected to the Board

            (i) If a Participant ceases to be a Director because of:

                  (A)(i) Failure to stand for re-election to the Board; or

                  (A)(ii) Resignation from the Board;

                  any Option granted to the Participant, to the extent Vested on
                  the date that the Participant's status ceased, shall expire at
                  12:00 midnight on the three (3) month anniversary of the date
                  the Participant's status ceases (but not beyond the date that
                  the term of the Option would earlier have expired pursuant to
                  Section 7(e));

            (ii) if a Participant ceases to be a Director because of:

                  (B) (i) Failure to be re-elected to the Board; or

                  (B)(ii) Retirement from the Board as required by Article 18
                  paragraph 4 the Company's Articles of Association;

                  any Option granted to the Participant shall vest immediately
                  and may be exercised at any time within three (3) months after
                  such date (but not beyond the date that the term of the Option
                  would earlier have expired pursuant to Section 7(e)).

      (m)   Rights as a Shareholder

            A Participant shall have no rights as a shareholder of any Shares
            for which an Option is exercisable or has been exercised until the
            date such Shares have been delivered to the Participant. No
            adjustment shall be made for dividends (ordinary or extraordinary or
            whether in currency, securities, or other property), distributions
            or other rights for which the record date is prior to the date such
            person becomes a shareholder.

      (n)   Modification, Extension and Renewal of Options

            Within the limitations of the Plan (including, without limitation,
            the principles set forth in Section 10(b)), the Plan Administrator
            may, in its complete discretion, but subject, where required under
            Section 10 or under the Company's Articles of Association, to the
            approval of the General Meeting of Shareholders, modify, extend or
            renew any outstanding Option or accept the cancellation of any
            outstanding Option for the granting of a new Option in substitution
            therefore. Notwithstanding the preceding sentence, no modification
            of an Option shall exceed or otherwise violate any limitation set
            forth in this Section 7 and any modification, extension, or renewal
            that would constitute a grant of a new Option under applicable law
            shall be made only if in accordance with Sections 5(c) and 5(d) and
            the other provisions of this Plan governing the grant of Options.

      (o)   Other Provisions

            An Option Agreement may contain such other provisions as the Plan
            Administrator in its complete discretion deems advisable which are
            not inconsistent with the terms of the Plan, including but not
            limited to:

            (i)   Restrictions on the exercise of the Option;

            (ii)  Restrictions on the disposition of Optioned Shares;

            (iii) Submission by the Participant of such forms and documents as
                  the Plan Administrator may reasonably require; and/or

            (iv)  Procedures to facilitate the payment of the Exercise Price of
                  an Option under any method allowable under Section 11 and the
                  payment of withholding taxes in accordance with Section 14.

      (p)   Insider Trading

            Neither the Company nor the Plan Administrator shall be in breach of
            this Plan or of any Option Agreement if it declines to take any
            action that it believes, in its sole discretion, to be contrary to
            applicable law or the Insider Trading Policy.


8.    TERM OF PLAN

      Options may be granted pursuant to the Plan through the period ending on
      May 13, 2008. All Options which are outstanding on such date shall remain
      in effect until they are exercised or expire by their terms. The Plan and
      all Options shall expire pursuant to their terms for all purposes on or
      before May 13, 2018.


9.    RECAPITALISATION, DISSOLUTION AND CHANGE OF CONTROL

      (a)   Recapitalisation

            Notwithstanding any other provision of the Plan to the contrary, but
            subject to any required action by the shareholders of the Company
            and compliance with any applicable laws and securities laws, the
            Plan Administrator (directly or by action through the Company) shall
            make any adjustments to the class and/or number of Shares covered by
            the Plan, the number of Shares for which each outstanding Option
            pertains, the Exercise Price of an Option and/or any other aspect of
            this Plan to prevent the dilution or enlargement of the rights of
            Participants under this Plan in connection with any increase or
            decrease in the number of issued Shares resulting from the payment
            of a Common Stock dividend, stock split, reverse stock split,
            recapitalisation, combination, or reclassification or any other
            event which results in an increase or decrease in the number of
            issued Shares without receipt of adequate consideration by the
            Company (as determined by the Plan Administrator in its complete
            discretion; provided, however, that fractions of a Share shall not
            be issued but shall either be paid in cash at Fair Market Value or
            shall be rounded up to the nearest Share, as determined by the Plan
            Administrator; and provided, further, that the Exercise Price of any
            Option may not be decreased below the par value of the Shares).

      (b)   Dissolution, Merger, Consolidation, or Sale or Lease of Assets

            Subject to any required action by the shareholders of the Company,
            in the event of a merger, consolidation or any similar transaction
            involving the Company in which holders of Shares receive stock of
            the resulting corporation or of another entity involved in the
            transaction (and do not receive consideration in any other form,
            other than cash payments in consideration for fractional shares),
            each Option outstanding on the date of such merger, consolidation or
            transaction shall pertain to and apply to the securities which a
            holder of the number of Shares subject to such Option would have
            received in such merger or consolidation.

            Subject to any required action by the shareholders of the Company,
            in the event of (i) a dissolution or liquidation of the Company,
            (ii) a sale of all or substantially all of the Company's assets or
            (iii) a merger, consolidation or any similar transaction involving
            the Company (other than a merger, consolidation or any similar
            transaction in which holders of Shares receive stock of the
            resulting corporation or of another entity involved in the
            transaction (and do not receive consideration in any other form,
            other than cash payments in consideration for fractional shares)),
            the Plan Administrator shall, in its absolute discretion, have the
            power to, having regard for applicable insider trading laws and
            regulations and the Insider Trading Policy and acting directly or
            through the Company:

            (i)   cancel, effective immediately prior to the occurrence of such
                  event, each Option outstanding immediately prior to such event
                  (whether or not then exercisable), and, in full consideration
                  of such cancellation, pay to the Participant to whom such
                  Option was granted an amount in cash, for each Share subject
                  to such option equal to the excess of (A) the value, as
                  determined by the Plan Administrator in its absolute
                  discretion, of the property (including cash) received by the
                  holder of a Share as a result of such event over (B) the
                  exercise price of such; or

            (ii)  provide for the exchange of each Option outstanding
                  immediately prior to such event (whether or not then
                  exercisable) for an option with respect to, as appropriate,
                  some or all of the property for which Shares are exchanged in
                  such transaction and, incident thereto, make an equitable
                  adjustment as determined by the Plan Administrator in its
                  absolute discretion in the exercise price of the option, or
                  the number of shares or amount of property subject to the
                  option or, if appropriate, provide for a cash payment to the
                  Participant to whom such Option was granted in partial
                  consideration for the exchange of the Option.

      (c)   Change in Control

            Notwithstanding any provision herein or in an Option Agreement, each
            Option shall become immediately Vested in full in the event of the
            acquisition by any person (within the meaning of Section 13 of the
            U.S. Securities Exchange Act of 1934, as amended (the "Exchange
            Act")), including any group (within the meaning of Rule 13d-3 under
            the Exchange Act) of securities representing 50% or more of the
            voting power of the combined securities of the Company in the
            election of members of the Supervisory Board of the Company, in any
            transaction or series of transactions that does not constitute an
            IPO. Notwithstanding the foregoing, the acquisition of governance
            preference shares by any entity shall not result in Vesting pursuant
            to this paragraph (c).

      (d)   Determination by the Plan Administrator

            All adjustments described in this Section 9 shall be made by the
            Plan Administrator in its complete discretion, and such
            determination shall be conclusive and binding on all persons.

      (e)   Limitation on Rights of Participants

            Except as expressly provided in this Section 9, no Participant shall
            have any rights by reason of any reorganisation, dissolution, change
            of control, merger or acquisition. Any issuance of Options shall not
            affect any Options previously issued under the Plan.

      (f)   No Limitation on the Rights of the Company

            The grant of an Option pursuant to the Plan shall not affect in any
            way the right or power of the Company to make adjustments,
            reclassifications, reorganisations, or changes of its capital or
            business structure, or to merge or consolidate, or to dissolve,
            liquidate, sell or transfer all or any part of its business or
            assets.


10.               AMENDMENT OF THE PLAN OR OF ANY OPTION AGREEMENT

      (a)   Subject to Section 10(b) and (c), the Plan Administrator may, from
            time to time, revise or amend the Plan in any respect whatsoever
            including, but not limited to, the adoption of any amendment deemed
            necessary or advisable to qualify the Options under rules and
            regulations promulgated by a recognised stock exchange, or to
            correct any defect or supply any omission or reconcile any
            inconsistency in the Plan or in any Option granted under the Plan,
            with or without approval of the Board.

      (b)   No revision or amendment of the Plan or of any Option Agreement
            shall, without the approval of the shareholders of the Company:

            (i)   Increase the number of Shares subject to each Option, other
                  than any increase pursuant to Section 9; or

            (ii)  Change the Exercise Price for any Option previously approved
                  by the shareholders; or

            (iii) Alter the Date of Grant or the date, event or act upon which
                  an Option shall Vest, as specified in the Option Agreement; or

            (iv)  Materially increase in any other way the benefits accruing to
                  any Participant under any Option previously approved by an
                  Annual General Meeting; or

            (v)   Amend Section 5(a) so as to make it possible for the Plan
                  Administrator or any other person or entity to grant any
                  Option without the prior approval of the Annual General
                  Meeting;

            (vi)  Cause the Plan no longer to qualify as a "personeelsregeling"
                  as meant in Dutch insider trading legislation.

            (vii) Amend this Section 10 to defeat its purpose.

      (c)   No amendment, termination or modification of the Plan shall, without
            the consent of a Participant, adversely affect the Participant with
            respect to any Option previously granted to the Participant.


11.   PAYMENT FOR SHARE PURCHASES

      Payment of the Purchase Price for any Shares purchased pursuant to the
      exercise of any Option granted under the Plan may be made in cash or by
      cheque (in Dutch Guilders) or, where expressly approved for the
      Participant by the Plan Administrator, in its complete discretion, and
      where permitted by law:

      (a)   By personal cheque;

      (b)   By cancellation of indebtedness of the Company to the Participant;

      (c)   By  surrender  of Shares that  either:  (A) have been owned by the
            Participant for more than six months;  or (B) were obtained by the
            Participant  in the  public  market;  in which  case  the  Company
            agrees  to set off the  price  to be paid on the  Shares  with the
            amount  due to the  Participant  for  the  repurchase  of  Shares,
            provided in all cases that the Plan  Administrator  has previously
            indicated to the Participant  that the Company is able and willing
            to repurchase the Shares;

      (d)   By waiver of compensation due or accrued to the Participant for
            services rendered;

      (e)   With respect only to an Option for Shares for which a public market
            exists:

            (i)   Through a "same day sale" commitment from the Participant and
                  a broker-dealer that is a member of the National Association
                  of Securities Dealers (an "NASD Dealer") whereby the
                  Participant irrevocably elects to exercise the Option and to
                  sell a portion of the Shares so purchased to pay for the
                  Exercise Price, and whereby the NASD Dealer pays the Exercise
                  Price directly to the Company prior to receipt of such Shares;
                  or

            (ii)  Through a "margin" commitment from the Participant and an NASD
                  Dealer whereby the Participant irrevocably elects to exercise
                  the Option and to pledge the Shares so purchased to the NASD
                  Dealer in a margin account as security for a loan from the
                  NASD Dealer in the amount of the Exercise Price, and whereby
                  the NASD Dealer pays the Exercise Price directly to the
                  Company prior to receipt of such Shares; or

            (iii) Pursuant to and in accordance with the terms of any other
                  cashless exercise policy that may be adopted by the Company,
                  in its sole discretion and with the approval of the Board; or

            (iv)  By any combination of (i) and/or (ii) and/or (iii).

      (f)   By any combination of the methods set out in sub-sections (a) to (e)
            above.


12.   APPLICATION OF FUNDS

      The proceeds received by the Company shall be used for general corporate
      purposes.


13.   RATIFICATION OF SHAREHOLDERS; TERMINATION OF PLAN

      Each Grant made pursuant to this Plan for the year 2000 or later shall be
      subject to ratification by the affirmative vote of the holders of a
      majority of the outstanding shares present and entitled to vote at the
      Annual General Meeting of Shareholders held in the year for which the
      grant is to be made. Each Grant made pursuant to this Plan for the years
      1998 and 1999 shall be subject to ratification by the affirmative vote of
      the holders of a majority of the outstanding shares present and entitled
      to vote at the 2000 Annual General Meeting of Shareholders. Prior to
      shareholder ratification, Options may be granted but may not be exercised
      or settled.

      Subject to Section 10(c), the shareholders of the Company reserve the
      right to terminate, suspend or discontinue the Plan, in whole or in part,
      at any time.


14.   WITHHOLDING OF TAXES

      Whenever Shares are to be issued under the Plan, the Company may:

      (a)   make arrangements to enable it to withhold, or to be reimbursed in
            respect of, any withholding tax, or

      (b)   require the Participant to remit to the Company an amount sufficient
            to satisfy any withholding tax requirements, prior, in either case,
            to the delivery of any certificate or certificates for such Shares.


15.   RIGHTS AS A DIRECTOR

      The Plan shall not be construed to give any individual the right to remain
      as a Director, or to affect the right of the Company or its shareholders
      to terminate such an individual's status as a Director at any time, with
      or without cause. The grant of an Option shall not entitle the Participant
      to, or disqualify the Participant from, participation in the grant of any
      other Option under the Plan or participation in any other plan maintained
      by the Company in which the Participant is eligible to participate.


16.   INSPECTION OF RECORDS

      Copies of the Plan, records reflecting each Participant's Option(s) and
      any other documents and records which a Participant is entitled by law to
      inspect shall be open to inspection by the Participant and his or her duly
      authorised representative at the office of the Company at any reasonable
      business hour upon reasonable advance notice from the Participant. The
      Company may, at its discretion, submit this Plan to the Securities Board
      of the Netherlands.


17.   NOTICES

      Any notice to be provided by one party to the other party under this Plan
      shall be deemed to have been duly delivered to the other party (i) on the
      date such notice is delivered at the address provided in a Participant's
      Option Agreement or at such other address as the party may notify the
      other party in writing at any time, or (ii) on the date such notice is
      deposited in the mail as registered mail or as first class mail/return
      receipt requested, postage prepaid if addressed to the party at the
      address provided in a Participant's Option Agreement or at such other
      address as the party may notify the other party in writing at any time.
      For the purposes of clause (i), the term "delivered" shall include hand
      delivery with a signed receipt required and received from the receiving
      party, which for the Company shall be the General Counsel.


18.   CONFLICT WITH OPTION AGREEMENTS

      In the event that the terms of this Plan are in conflict with the terms of
      any Option Agreement, the Plan shall govern and any conflicting or
      inconsistent term of said Agreement(s) shall be interpreted and applied by
      the Plan Administrator and all other persons in a manner consistent with
      the Plan.


19.   LAWS GOVERNING THE PLAN

      (a)   This Plan shall be governed by and shall be construed in accordance
            with the laws of The Netherlands.

      (b)   The Company and Participants irrevocably submit, in respect of any
            suit, action or proceeding related to the interpretation or
            enforcement of this Plan, to the exclusive jurisdiction of the
            courts of Amsterdam.


20.   EUROPEAN MONETARY UNION

      (a)   The occurrence or non-occurrence of an event associated with the
            economic and monetary union in the European Community will not have
            the effect of altering any term of, or discharging or excusing
            performance under, the Plan. An event associated with the economic
            and monetary union in the European Community includes, without
            limitation:

            (i)   the introduction of, changeover to or operation of a single or
                  unified European currency (whether known as the Euro or
                  otherwise);

            (ii)  the introduction of that new currency as lawful currency in
                  one or more Member States of the European Union, and

            (iii) the withdrawal from legal tender or any currency that, before
                  the introduction of the new currency, was lawful currency in
                  one of the Member States.

      (b)   The Plan  Administrator  reserves the right to decide that,  as at
            the date  beginning  the third  stage of the  introduction  of the
            Euro,  any payments made under this Plan may be settled in Euro of
            an  amount  equal  to the  amounts  expressed  in  Dutch  Guilders
            payable   under  the   provisions   of  this   Plan.   The  amount
            denominated  in  Euro  will  be  calculated  on the  basis  of the
            exchange rates,  established by the European  Council  pursuant to
            article 1091(4) of the EG-Treaty.  Any rounding off of such amount
            will be calculated in accordance with the European  regulations in
            this respect.