Exhibit 4.4
                                                                     -----------

                                                                           FINAL








                            New Skies Satellites N.V.

             2002 Restricted Stock Plan for the Supervisory Board



                        (Effective as of January 1, 2002)








<PAGE>
                            New Skies Satellites N.V.

             2002 Restricted Stock 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") 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 Grants 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 a Grant is made under
            the Plan, as reflected in a Participant's Restricted Stock
            Agreement.

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

      (i)   "Exercise Price" shall mean the price per Share at which a Grant
            shall be exercised, which shall be the par value of the Shares as
            set forth in the Company's Articles of Association and specified in
            a Participant's Restricted Stock Agreement.

      (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)   "Grant" shall mean an agreement entered into pursuant to this Plan
            between the Company and a Participant, under which the Company shall
            agree to sell, and the Participant shall agree to purchase, a
            specified number of Shares on or about a specified future date upon
            payment by the Participant of the Purchase Price for such Shares.

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

      (m)   "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.

      (n)   "Participant" shall mean any individual to whom a Grant has been
            made 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.

      (o)   "Plan" shall mean this New Skies Satellites N.V. 2002 Restricted
            Stock Plan for the Supervisory Board, as amended from time to time.

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

      (q)   "Purchase Price" shall mean, at any specified time, the Exercise
            Price for one Share times the number of Shares being acquired under
            a Grant.

      (r)   "Restricted Stock Agreement" shall mean, with respect to each Grant
            made to a Participant, the signed written agreement between the
            Participant and the Company setting forth the terms and conditions
            of the Grant.

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

      (t)   "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).

      (u)   "Vest" or "Vesting" shall mean the date, event or act prior to which
            a Grant or any portion thereof is not yet required to be performed,
            and as a consequence of which the Grant or such portion thereof must
            be performed for the first time.

      (v)   "Unvested Grant" shall mean a Grant or any portion thereof that is
            not yet required to be performed pursuant to this Plan and the
            applicable Restricted Stock Agreement.

3.    EFFECTIVE DATE

The Plan was adopted by the Board with effect from January 1, 2002, subject to
ratification of any Grant at an Annual General Meeting of Shareholders.

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, if the Company has
            expressly qualified the Plan as a "personeelsregeling," 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
                  Grant previously made to the Participant if it would adversely
                  affect the Participant's position in that respect;

            (ii)  Construe and interpret the Plan, any Restricted Stock
                  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 making of a Grant
                  (provided that any Restricted Stock Agreement relating to a
                  Grant to a Participant shall be executed only by a person who
                  is not a member of the Board); 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 Grant made under the Plan or of any
            Restricted Stock Agreement shall be final and binding on all persons
            claiming an interest in a Grant made 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 individual 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 made, or may be eligible to be made, Grants under
            the Plan.

5.    PARTICIPATION AND GRANTS

      (a)   Annual Grants

            The Company shall make Grants to each Director 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 make each Director a Grant for a specified number of Shares,
            equal to a stated multiple between 0.5 and 4 times the
            Director<180>s Basic Fees, multiplied by 0.4, and divided by the
            Fair Market Value of a Share on the date of the applicable Annual
            General Meeting of Shareholders (or such later date as may be
            required by law).

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

      (b)   Dates on Which and Periods During Which Grants May Be Made

            It is the Company's intention that Grants shall be made under the
            Plan (i) as of the following dates: the date of the Company's Annual
            General Meeting of Shareholders of each year (or such later date as
            may be required in order to comply with Section 7(a)), as part of a
            regular policy allowing the Plan and Grants thereunder to qualify as
            a "personeelsregeling" or (ii) Grants may be made at other times
            subject to full compliance with all relevant Dutch and foreign
            applicable laws specifically related to insider trading; provided in
            each case that all Grants be approved by the Company's shareholders
            in accordance with Section 5(a).

      (c)   Notification of the Securities Board of The Netherlands

            The Plan Administrator shall notify the Authority for the Financial
            Markets of the Netherlands as required by applicable law. In
            accepting a Grant, the Participant shall be deemed to have
            authorized the Plan Administrator (or any other person or entity
            acting on behalf of the Plan Administrator) to make any notification
            or other disclosure that the Plan Administrator is required by law
            or regulation to make, and shall be deemed to have agreed to make
            any notification or other disclosure that the Grantee is required by
            law or regulation to make.

6. SHARES OF COMMON STOCK SUBJECT TO THIS PLAN

      (a)   Shares

            The Company may fulfill its performance under any Grant either by
            delivering Shares held as treasury stock or by issuing new Shares
            from authorized but unissued Common Stock of the Company.

      (b)   Listing of Shares

            The Company shall use reasonable efforts to cause Shares delivered
            upon performance of a Grant to be duly listed on the Euronext
            Amsterdam Exchange or any other principal securities exchange on
            which the Company's Common Stock is then listed.

7.    TERMS AND CONDITIONS OF GRANTS

      (a)   Restricted Stock Agreements

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

            Notwithstanding any other provision of this Plan, when making any
            Grant, performing under an existing Grant, or selling Shares
            acquired pursuant to a Grant, the Plan Administrator, the Company,
            and each Participant shall comply with all Dutch and other
            applicable insider trading laws and regulations, other applicable
            securities laws and regulations, and with the Insider Trading
            Policy.

      (b)   Number of Shares Covered by a Grant

            Each Restricted Stock Agreement shall state the number of Shares as
            to which the Grant applies, subject to adjustment of such number of
            Shares pursuant to Section 9.

      (c)   Performance of the Grant

            The Participant and the Company shall perform each Grant in
            accordance with this Plan and the terms of the relevant Restricted
            Stock Agreement, subject to the provisions of Section 7(p), among
            others. Within thirty (30) days of the date on which a Grant Vests
            as to any Share or Shares, the Grantee shall pay the Purchase Price
            for such Share(s) to the Company, and the Company shall promptly
            deliver the Share(s) to the Grantee. Only a Grantee may perform
            under a Grant. Each Restricted Stock Agreement shall specify the
            manner and procedure for performance of a Grant. A Participant shall
            be required to sign such Restricted Stock Agreement as a condition
            to receiving a Grant.

            Notwithstanding any other provision of this Plan or of any
            Restricted Stock Agreement or of any other agreement, when
            performing under any Grant 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. If the Grantee or the Company is unable to perform under a
            Grant due to insider trading laws and regulations or the Insider
            Trading Policy, the thirty (30) day period set forth in the
            preceding paragraph shall be tolled and the Grantee shall be
            required to pay the Purchase Price within thirty (30) days of the
            date on which the Plan Administrator and the Grantee determine that
            such inability no longer exists.

      (d)   Vesting of Grants

            Each Restricted Stock Agreement shall specify the date, event or act
            upon which a Grant shall Vest, in whole or in part, with respect to
            all or a specified portion of the Shares covered by such Grant. 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 Grants

            Except as otherwise specifically provided in a Participant's
            Restricted Stock Agreement, any Unvested portion of a Grant shall be
            extinguished on the first to occur of the following:

            (i)   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);

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

            (iii) 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;

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

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

            (vi)  The expiration date specified in the Restricted Stock
                  Agreement pertaining to the Grant.

      (f)   Consequences of Nonperformance

            By accepting a Grant, each Participant acknowledges and agrees that
            the Company is entitled to specific performance of any Grant or
            Vested portion thereof if the Participant fails to perform any of
            its obligations under this Plan and the relevant Restricted Stock
            Agreement, including but not limited to those set forth in Section
            7(c). By making a Grant, the Company acknowledges and agrees that
            the relevant Participant under such Grant is entitled to specific
            performance of any Grant or Vested portion thereof, to the extent
            available under Dutch law in light of the relevant facts and
            circumstances, if the Company fails to perform any of its
            obligations under this Plan or the relevant Restricted Stock
            Agreement, subject to Sections 4(f) and 7(p). The Participant or the
            Company may seek to enforce such specific performance in accordance
            with Section 18(b).

      (g) Medium and Time of Payment of Purchase Price

            A Participant shall pay the Purchase Price in full in cash or by
            cheque or wire transfer (in each case in Euros). In addition, where
            permitted by law and expressly approved for the Participant by the
            Plan Administrator, in its complete discretion, a Participant may
            pay the Purchase Price in full by cancellation of indebtedness of
            the Company to the Participant or by waiver of compensation due or
            accrued to the Participant for services rendered. The Company's
            performance under a Grant is subject to satisfying the applicable
            withholding or other tax requirements, if any, imposed by or on the
            Company pursuant to Section 13.

      (h)   Nontransferability of Grants

            A Grant made to a Participant, whether Vested or Unvested, shall not
            be assignable or transferable during the lifetime of the
            Participant. In the event of the Participant's death, a Grant 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 one or more of
                  the reasons set forth in Section 7(l), then: (A) the
                  Participant's Grant(s), to the extent Unvested on the date
                  that the Participant's status ceases, shall be extinguished;
                  and (B) the Participant's Grant(s), to the extent Vested on
                  the date the Participant's status ceases, shall be performed
                  in accordance with its terms.

      (j)   Death of Participant

            If a Participant dies while a Director, then (A) the Participant's
            Grant(s), to the extent Unvested on the date of the Participant's
            death, shall be extinguished and (B) the Participant's Grant(s), to
            the extent Vested on the date of the Participant's death, shall be
            performed in accordance with its terms.

      (k)   Total and Permanent Disability of Participant

            If a Participant ceases to be a Director as a consequence of Total
            and Permanent Disability, then (A) the Participant's Grant(s), to
            the extent Unvested on the date that the Participant's status
            ceases, shall be extinguished and (B) the Participant's Grant(s), to
            the extent Vested on the date that the Participant's status ceases,
            shall be performed in accordance with its terms.

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

                  (B)   Resignation from the Board;

                  then any Grant made to the Participant, to the extent Vested
                  on the date that the Participant's status ceases, shall be
                  performed in accordance with its terms and any Grant made to
                  the Participant, to the extent Unvested on the date that the
                  Participant's status ceases, shall be immediately
                  extinguished;

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

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

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

                  then any Grants made to the Participant, to the extent Vested
                  on the date that the Participant's status ceases, shall be
                  performed in accordance with its terms and any Grant made to
                  the Participant, to the extent Unvested on the date that the
                  Participant's status ceases, shall Vest immediately and shall
                  be settled within thirty (30) days after such date.

      (m)   Rights as a Shareholder

            A Participant shall have no rights as a shareholder of any Shares
            for which a Grant 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 Grants

            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 Annual General Meeting of Shareholders, modify,
            extend, or renew any outstanding Grant or accept the cancellation of
            any outstanding Grant for the making of a new Grant in substitution
            therefore. Notwithstanding the preceding sentence, no modification
            of a Grant shall exceed or otherwise violate any limitation set
            forth in this Section 7 and any modification, extension, or renewal
            that would constitute the making of a new Grant 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 making of Grants.

      (o)   Other Provisions

            A Restricted Stock 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 performance of the Grant;

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

            (iii) Procedures to facilitate the payment of the Purchase Price of
                  a Grant under any method allowable under Section 7(g) and the
                  payment of taxes in accordance with Section 13.

      (p)   Insider Trading

            Neither the Company nor the Plan Administrator shall be in breach of
            this Plan or of any Restricted Stock 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

Grants may be made pursuant to the Plan through the period ending on December
31, 2011. All Grants which are outstanding on such date shall remain in effect
until they are exercised or are extinguished by their terms. The Plan and all
Grants shall be extinguished pursuant to their terms for all purposes on or
before December 31, 2015.

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 Grant
            pertains, the Exercise Price of a Grant 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 be rounded up to the nearest Share; and
            provided, further, that the Exercise Price of any Grant 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 Grant 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 Grant 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 Trader Policy and acting directly or
            through the Company:

            (i)   cancel, effective immediately prior to the occurrence of such
                  event, each Grant 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
                  Grant was made an amount in cash, for each Share subject to
                  such Grant 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
                  Share; or

            (ii)  provide for the exchange of each Grant outstanding immediately
                  prior to such event (whether or not then Vested) for a Grant
                  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 Grant, or the number of shares or amount
                  of property subject to the Grant or, if appropriate, provide
                  for a cash payment to the Participant to whom such Grant was
                  made in partial consideration for the exchange of the Grant.

      (c)   Change in Control

            Notwithstanding any provision herein or in a Restricted Stock
            Agreement, each Grant 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. 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. Except as expressly provided in
            this Section 9, the making of Grants shall not affect any Grants
            previously made under the Plan.

      (f)   No Limitation on the Rights of the Company

            The making of a Grant 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

      (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 Grants
            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 Grant made
            under the Plan, with or without approval of the Board

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

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

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

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

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

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

            (vi)  If the Company expressly has qualified the Plan as a
                  "personeelsregeling" as meant in Dutch insider trading
                  legislation, cause the Plan no longer to qualify as a
                  "personeelsregeling"; or

            (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 Grant previously made to the Participant.

11.   APPLICATION OF FUNDS

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

12.   RATIFICATION OF SHAREHOLDERS; TERMINATION OF PLAN

      (a)   Each Grant made pursuant to this Plan 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.

      (b)   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.

13.   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 or other applicable tax, or

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

14.   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 individual's status as a Director at any time, with or without cause. The
making of a Grant shall not entitle the Participant to, or disqualify the
Participant from, participation in the making of any other Grant under the Plan
or participation in any other plan maintained by the Company in which the
Participant is eligible to participate.

15.   INSPECTION OF RECORDS

Copies of the Plan, records reflecting each Participant's Grant(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.

16.   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 Restricted Stock
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 Restricted
Stock 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.

17.   CONFLICT WITH RESTRICTED STOCK AGREEMENTS

In the event the terms of this Plan are in conflict with the terms of any
Restricted Stock 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.

18.   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.