Exhibit 4.1
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                                             INTERNATIONAL
                                             SHARE PLAN
                                             MASTER
                                             PLAN DOCUMENT

                                             (AS ADOPTED ON JANUARY 31, 2002)
<PAGE>

Section 1:     Introduction

1.1     Purpose

        The Credit Suisse Group International Share Plan has been adopted by the
        Compensation and Appointments Committee of the Board of Directors (the
        "Group Compensation Committee") of Credit Suisse Group ("CSG") for the
        purpose of providing an incentive to key employees of the Group outside
        Switzerland to remain in the service of the Group and further aligning
        the interests of employees of the Group with the interests of the
        shareholders of CSG, and thereby maintaining and enhancing the overall
        long-term performance and profitability of the Group. Employees of the
        Group who are subject to Swiss taxation on employment income at the time
        they are awarded such incentives and who are ordinarily resident in
        Switzerland shall be covered by the Credit Suisse Group Swiss Share
        Plan, the terms of which are similar to the Credit Suisse Group
        International Share Plan.

1.2     Definitions

        Certain capitalized terms used herein and in Supplements are defined in
        Section 7 hereof.

1.3     Master Plan Document; Supplements

(a)     Documents Forming Part of the Share Plan.  The Share Plan consists of

        (i)     this Master Plan Document, which was amended and restated and
                adopted by the Group Compensation Committee on January 31, 2002
                and supersedes and replaces the version of the Master Plan
                Document approved by the Group Compensation Committee on January
                25, 2001 (as from time to time amended or supplemented, the
                "Master Plan Document"), and

        (ii)    supplements to this Master Plan Document ("Supplements"),
                including (x) supplements setting forth terms of the Share Plan
                applicable to Employees or groups of Employees of companies in a
                particular Business Unit that are in addition to or different
                from the terms set out in, but not inconsistent with the intent
                of, or (except as expressly approved by the Group Compensation
                Committee) more favorable to Participants than, this Master Plan
                Document (each such supplement, as from time to time amended, a
                "Business Unit Supplement") and (y) supplements setting forth
                terms and conditions applicable to particular forms of Awards
                that are in addition to or different from the terms set out in,
                but not inconsistent with the intent of, or (except as expressly
                approved by the Group Compensation Committee) more favorable to
                Participants than, this Master Plan Document (each such
                supplement, as from time to time amended, an "Award
                Supplement"). Each Supplement has been or shall be adopted by
                the Group Compensation Committee.

(b)     Awards Covered by this Master Plan Document. The terms and conditions
        set forth in this Master Plan Document apply only to Awards granted
        pursuant to the Credit Suisse Group International Share Plan on or after
        January 1, 2001. All awards granted under the Credit Suisse Group
        International Share Plan prior to January 1, 2001 shall continue to be
        governed by the Master Plan Document that was approved by the Group
        Compensation Committee on February 18, 2000.

Section 2:     Administration

2.1     Group Compensation Committee

        The Group Compensation Committee shall have the sole and complete
        authority to exercise any authority under the Share Plan, subject to the
        applicable OGR. The Group Compensation Committee may delegate its
        authority hereunder to such person or persons as it deems appropriate,
        subject to the applicable OGR.

2.2     Legal Entity Compensation Committees

        The Legal Entity Compensation Committee with responsibility for a
        particular Business Unit or Subsidiary shall have the power to

        (i)     select the level and/or identity of Employees of companies in
                such Business Unit or of such Subsidiary to receive Awards and
                designate the forms of Awards and the number of Awards to be
                granted to each such Employee;

        (ii)    amend the terms of any Business Unit Supplement or Award
                Supplement, subject to the approval of the Group Compensation
                Committee, to make the Share Plan more tax-effective for any
                Participant or group of Participants who are Employees of
                companies in such Business Unit or of such Subsidiary or to
                ensure compliance with local laws and regulations applicable to
                companies in such Business Unit or to such Subsidiary;

        (iii)   adopt, alter, and repeal such administrative rules, guidelines,
                and practices governing the operation of the Share Plan with
                respect to Participants who are Employees of companies in such
                Business Unit or of Subsidiary as such Legal Entity Compensation
                Committee shall from time to time deem advisable;

        (iv)    interpret the terms and provisions of the Share Plan as they
                apply to Participants who are Employees of companies in such
                Business Unit or of such Subsidiary; and

        (v)     administer the Share Plan insofar as it applies to Participants
                who are Employees of companies in such Business Unit or of such
                Subsidiary, subject in all of the foregoing cases to the
                applicable OGR and to Section 2.1 hereof.

        The responsible Legal Entity Compensation Committee may delegate its
        authority hereunder to such person or persons as it deems appropriate,
        subject to the applicable OGR.

2.3     Effect of Decisions

        The decisions of the Board of Directors of CSG, the Group Compensation
        Committee, a Legal Entity Compensation Committee, the Executive Board of
        any Business Unit, or any person or persons to whom any of the foregoing
        has delegated its authority hereunder with respect to the Share Plan or
        any Award shall be final, conclusive, and binding upon all parties
        including, but not limited to, Employees, Employers, and Participants.
        Such decisions are not required to be consistent with respect to
        different Employees. In the case of any conflicts or inconsistent
        decisions with respect to an individual Employee, the Group Compensation
        Committee shall have final and binding authority under the Share Plan.
        No member of the Board of Directors of CSG, the Group Compensation
        Committee, or any Legal Entity Compensation Committee (or any person to
        whom any such person has delegated authority hereunder) shall have any
        personal liability as a consequence of any action taken or not taken or
        any determination made in good faith by such person pursuant to the
        terms of the Share Plan or authority delegated to such person pursuant
        to the Share Plan.

Section 3:     Awards

3.1     Awards

        The Share Plan provides for the grant to key employees of the Group of
        awards ("Awards") that consist of or are linked to registered shares,
        par value CHF 3 per share, of CSG ("Registered Shares") or other equity
        of CSG or equity of a Subsidiary or are in such other forms as may from
        time to time be approved by the Group Compensation Committee.

3.2     Award Supplements

        Certain terms and conditions applicable to particular forms of Awards
        (including where applicable terms providing for vesting) may be set out
        in an Award Supplement relating to such forms of Awards or in the
        applicable Award Letter.

3.3     Grant of Awards

(a)     Compensation Awards

        (i)     Each year during the term of the Share Plan, commencing with
                annual compensation for 2000, Employers may award a portion of
                the total annual compensation of Employees designated by them by
                way of the grant of Awards to such Employees, with the portion
                of each Employee's total annual compensation for any year to
                consist of such Awards to be calculated on the basis of the
                Share Compensation Table for such Employee's Business Unit, as
                such table may from time to time be amended.

        (ii)    If so provided in the applicable Business Unit Supplement, each
                year during the term of the Share Plan, commencing with annual
                compensation for 2000, each eligible Employee in such Business
                Unit who is at the level designated in the Business Unit
                Supplement may be permitted to elect to receive a percentage (as
                determined by senior management of the applicable Business Unit)
                of his or her prospective Incentive Performance Bonus for such
                year as Awards under this paragraph, subject to such terms and
                conditions as may be imposed by the responsible Employer. If the
                Employee receives Awards pursuant to paragraph (i) of this
                Section 3.3(a) for such year, any election made by such Employee
                pursuant to this paragraph (ii) for such year will be with
                respect to a portion of such Employee's Incentive Performance
                Bonus that is in addition to the portion of such Employee's
                Incentive Performance Bonus paid as Awards pursuant to paragraph
                (i) of this Section 3.3(a).

        (iii)   Awards made pursuant to paragraph (i) or (ii) of this Section
                3.3(a) are "Compensation Awards." Compensation Awards shall be
                accounted for as part of an Employee's total annual compensation
                for 2000 or any later year. Compensation Awards issued for any
                year shall be in such form or forms, be assigned such value or
                values, and have such terms (including terms providing for
                vesting) as are determined by the Group Compensation Committee,
                are consistent with this Master Plan Document and any applicable
                Supplement, and are notified to recipients.

(b)     Longevity Premium Awards. At the time an Employer makes Compensation
        Awards to Employees, such Employer may also, if doing so is provided for
        in the applicable Business Unit Supplement, award to Employees, in
        consideration for their performance of services in the future, a number
        of additional Awards determined as specified in the applicable Business
        Unit Supplement. Awards made pursuant to this Section 3.3(b) are
        "Longevity Premium Awards". Longevity Premium Awards issued in respect
        of Compensation Awards for any year shall be in such form or forms, be
        assigned such value or values, and have such terms (including terms
        providing for vesting) as are determined by the Group Compensation
        Committee, are consistent with this Master Plan Document and any
        applicable Supplement, and are notified to recipients.

(c)     Special Awards. Employers may from time to time make Awards hereunder
        that are not Compensation Awards or Longevity Premium Awards and are
        made to such Employees, are in such forms, and have such terms not
        inconsistent with the terms of this Master Plan Document, any applicable
        Supplement, or any applicable Group policy on compensation, as may be
        approved by the responsible Legal Entity Compensation Committee or by
        the Chief Executive Officer of the applicable Business Unit acting in
        consultation with the chairman or another member of such Compensation
        Committee, or by such Chief Executive Officer acting alone if consistent
        with the approval authorities granted by such Compensation Committee.
        Awards made pursuant to this Section 3.3(c) are "Special Awards".

Section 4:     Terms of awards in the Form of CSG Shares

4.1     Terms of Certain Awards

        Terms and conditions applicable to Awards consisting of restricted
        Registered Shares or of Phantom Shares linked to Registered Shares ("CSG
        Share Awards") are set forth in this Section 4. Terms and conditions
        specific to other forms of Awards are or will be set out in the Award
        Supplements relating thereto or in the applicable Award Letter.

4.2     Dividends and Dividend Equivalents

        Except as otherwise set forth in a Business Unit Supplement or other
        Supplement or an Award Letter, upon any declaration of a dividend on
        actual Registered Shares, each Participant who holds a CSG Share Award
        consisting of a restricted Registered Share shall be entitled to receive
        such dividend and each Participant who holds a CSG Share Award linked to
        such Registered Share shall be entitled to receive an amount (a
        "Dividend Equivalent") from his or her Employer equal to the amount per
        share of such dividend. Dividends and Dividend Equivalents shall be paid
        after deduction of any applicable statutory withholdings. In the case of
        a dividend declared and paid in cash, the corresponding Dividend
        Equivalent payable to any Participant shall be paid in cash, converted
        to the currency in which the Participant's salary is normally paid at a
        spot exchange rate prevailing on the date on which the dividend was
        declared. In the case of a dividend paid in property, the corresponding
        Dividend Equivalent payable to any Participant shall be paid in kind
        (subject to compliance with all applicable securities or other laws) or,
        at the option of the Participant's Employer or CSG, in cash in an amount
        equivalent to the fair market value of such property as determined by
        the Board of Directors of CSG. Dividend Equivalents payable pursuant to
        the foregoing shall be paid as soon as practicable after payment of the
        related dividend.

4.3     Settlement of Compensation Awards and Longevity Premium Awards

        The Settlement of Compensation Awards and Longevity Premium Awards
        consisting of CSG Share Awards shall take place at the times set out
        below, or as otherwise set forth in an Award Letter relating thereto,
        subject, however, to Section 5.2.

(a)     Scheduled Settlement. In the event a Participant remains continuously
        employed by the Group through the fourth anniversary of the date of the
        grant of any Compensation Awards or Longevity Premium Awards for any
        year that are in the form of CSG Share Awards, Settlement of such Awards
        shall occur on or as promptly as practicable after such fourth
        anniversary (the "Scheduled Settlement Date" for such Awards).

(b)     Settlement Following Early Termination of Employment. In the event of
        the termination of a Participant's employment prior to the Scheduled
        Settlement Date of Compensation Awards or Longevity Premium Awards
        granted for any year that are in the form of CSG Share Awards,
        Settlement of such Awards shall take place at the times and to the
        extent provided below.

        (i)     Termination of Employment as a Consequence of Death, Disability,
                Normal Retirement, or a Termination of Employment by the Group
                without Cause. If such termination of employment occurs as a
                consequence of the Participant's death, Disability, or Normal
                Retirement, Settlement of all Compensation Awards and all
                Longevity Premium Awards held by such Participant shall take
                place within 120 days of the date of such termination of
                employment. If such termination of employment consists of a
                termination of employment by the Group without Cause, Settlement
                of all Compensation Awards held by such Participant and,
                provided that such termination occurs on or after the third
                anniversary of issuance thereof, all Longevity Premium Awards
                held by such Participant shall take place within 120 days of the
                date of such termination of employment. In the event such
                termination without Cause occurs prior to the third anniversary
                of issuance of such Longevity Premium Awards, no Settlement of
                such Awards shall take place at any time.

        (ii)    Termination of Employment as a Consequence of Resignation
                (including Early Retirement).

                (x)     Compensation Awards. If such termination of employment
                        occurs as a consequence of the Participant's resignation
                        (including Early Retirement), then:

                        (A)     If such resignation occurs less than one year
                                after the grant of Compensation Awards for any
                                year,

                                (1)     Settlement of 25% of such Compensation
                                        Awards held by such Participant shall
                                        take place within 120 days of the date
                                        of termination of employment.

                                (2)     Settlement of an additional 25% of such
                                        Compensation Awards held by such
                                        Participant shall take place within 120
                                        days of the first anniversary of the
                                        grant of such Awards, subject to his or
                                        her continuously complying with the
                                        Settlement Conditions through such first
                                        anniversary. In the event such
                                        Participant does not comply with the
                                        Settlement Conditions through such first
                                        anniversary, no Settlement of any
                                        additional Compensation Awards shall
                                        take place at any time.

                                (3)     Settlement of the remaining 50% of such
                                        Compensation Awards held by such
                                        Participant shall take place within 120
                                        days of the second anniversary of the
                                        grant of such Awards, subject to his or
                                        her continuously complying with the
                                        Settlement Conditions through such
                                        second anniversary. In the event such
                                        Participant does not comply with the
                                        Settlement Conditions through such
                                        second anniversary, no Settlement of any
                                        additional Compensation Awards shall
                                        take place at any time.

                        (B)     If such resignation occurs one year or more but
                                less than two years after the grant of
                                Compensation Awards for any year,

                                (1)     Settlement of 50% of such Compensation
                                        Awards held by such Participant shall
                                        take place within 120 days of the date
                                        of termination of employment.

                                (2)     Settlement of the remaining 50% of such
                                        Compensation Awards held by such
                                        Participant shall take place within 120
                                        days of the second anniversary of the
                                        grant of such Awards, subject to his or
                                        her continuously complying with the
                                        Settlement Conditions through such
                                        second anniversary. In the event such
                                        Participant does not comply with the
                                        Settlement Conditions through such
                                        second anniversary, no Settlement of
                                        such Compensation Awards shall take
                                        place at any time.

                        (C)     If such resignation occurs two years or more
                                after the grant of Compensation Awards for any
                                year (but prior to the Scheduled Settlement Date
                                for such Awards), Settlement of all such
                                Compensation Awards held by such Participant
                                shall take place within 120 days of the date of
                                termination of employment.

                (y)     Longevity Premium Awards. If such termination of
                        employment occurs as a consequence of the Participant's
                        resignation (including Early Retirement), then:

                        (A)     If such resignation occurs less than three years
                                after the grant of Longevity Premium Awards for
                                any year, no Settlement of any such Longevity
                                Premium Awards held by such Participant shall
                                take place at any time, except that, in the case
                                of an Early Retirement, Settlement of all such
                                Longevity Premium Awards held by such
                                Participant shall take place within 120 days of
                                the third anniversary of the grant of such
                                Awards, subject to his or her continuously
                                complying with the Settlement Conditions through
                                such third anniversary. In the event such
                                Participant who took Early Retirement does not
                                comply with the Settlement Conditions through
                                such third anniversary, no Settlement of any
                                Longevity Premium Awards shall take place at any
                                time.

                        (B)     If such resignation occurs three years or more
                                after the grant of Longevity Premium Awards for
                                any year (but prior to the Scheduled Settlement
                                Date for such Awards), Settlement of all such
                                Longevity Premium Awards held by such
                                Participant shall take place within 120 days of
                                the date of termination of employment.

        (iii)   Termination of Employment with Cause. If such termination of
                employment consists of a termination by the Group with Cause,
                or, anything else herein to the contrary notwithstanding, if the
                Executive Board of the applicable Business Unit determines that
                at any time prior to the termination of a Participant's
                employment such Participant engaged in conduct that would have
                been grounds for terminating his or her employment for Cause,
                Settlement of such Participant's Compensation Awards and
                Longevity Premium Awards shall take place if and to the extent
                provided below.

                (v)     In the event that such termination of employment for
                        Cause is deemed to have occurred prior to the grant of
                        Compensation Awards or Longevity Premium Awards for any
                        year, no Settlement of such Compensation Awards or
                        Longevity Premium Awards held by such Participant shall
                        take place at any time.

                (w)     In the event that such termination of employment for
                        Cause occurs (or is deemed to have occurred) less than
                        one year after the grant of Compensation Awards and
                        Longevity Premium Awards for any year, Settlement of 25%
                        of such Compensation Awards held by such Participant
                        shall take place on or as promptly as practicable after
                        the Scheduled Settlement Date for such Awards. No
                        Settlement of the remaining 75% of such Compensation
                        Awards, or of any such Longevity Premium Awards, shall
                        take place at any time.

                (x)     In the event that such termination of employment for
                        Cause occurs (or is deemed to have occurred) one year or
                        more but less than two years after the grant of
                        Compensation Awards and Longevity Premium Awards for any
                        year, Settlement of 50% of such Compensation Awards held
                        by such Participant shall take place on or as promptly
                        as practicable after the Scheduled Settlement Date for
                        such Awards. No Settlement of the remaining 50% of such
                        Compensation Awards, or of any such Longevity Premium
                        Awards, shall take place at any time.

                (y)     In the event that such termination of employment for
                        Cause occurs (or is deemed to have occurred) two years
                        or more but less than three years after the grant of
                        Compensation Awards and Longevity Premium Awards for any
                        year, Settlement of 75% of such Compensation Awards held
                        by such Participant shall take place on or as promptly
                        as practicable after the Scheduled Settlement Date for
                        such Awards. No Settlement of the remaining 25% of such
                        Compensation Awards, or of any such Longevity Premium
                        Awards, shall take place at any time.

               (z)    In the event that such termination of employment for Cause
                      occurs (or is deemed to have occurred) three years or more
                      after the grant of Compensation Awards and Longevity
                      Premium Awards for any year (but prior to the Scheduled
                      Settlement Date for such Awards), Settlement of 100% of
                      such Compensation Awards and Longevity Premium Awards held
                      by such Participant shall take place on or as promptly as
                      practicable after the Scheduled Settlement Date for such
                      Awards.

        For purposes hereof, (x) in the event that the Executive Board of the
        applicable Business Unit determines that at any time prior to the
        termination of employment a Participant engaged in conduct that would
        have been grounds for terminating his or her employment for Cause, such
        Participant's employment shall be deemed to have been terminated with
        Cause effective as of the date on which the events giving rise to
        "Cause" first occurred, and (y) in the event that any Participant who
        terminates his or her employment with the Group does not provide the
        Group with the period of notice of such termination required by any
        employment contract, agreement, arrangement, or policy applicable to
        such Participant, such Participant's employment shall, anything else
        herein to the contrary notwithstanding, be deemed to have been
        terminated with Cause effective as of the date on which such Participant
        terminated his or her employment.

4.4     Settlement of Special Awards

        Settlement of Special Awards in the form of CSG Share Awards shall take
        place on the schedule and subject to the terms and conditions set out
        above or as otherwise specified in the Award Letter relating thereto.

4.5     Additional Provisions Regarding Settlement Following Termination of a
        Participant's Employment Prior to Scheduled Settlement Date by Employer
        for Cause

        Anything else in the Share Plan or an Award Letter to the contrary
        notwithstanding, in the event of the termination of a Participant's
        employment for Cause, the Employer of such Participant may, at its
        option, in the case of any Awards held by such Participant that are in
        the form of CSG Share Awards, cancel such Awards and in substitution
        therefor (x) credit to a notional account in the name of such
        Participant (the "Account"), at the time of such termination or on such
        date thereafter as it chooses, a number of the Registered Shares to
        which such CSG Share Awards relate equal to the number of Registered
        Shares the Participant would have been entitled to receive had
        Settlement of such Awards occurred at the time of his or her termination
        or on such later date on which the Account is established, and (y)
        deliver to the Participant, on or as promptly as practicable after the
        Scheduled Settlement Date of such Participant's Awards, in full
        satisfaction of its obligations hereunder and in connection herewith,
        such Registered Shares credited to the Account (the "Account Shares") or
        such lesser number of such Account Shares as is derived by multiplying
        the number of Account Shares by a fraction the numerator of which is the
        aggregate Swiss franc value of the Account Shares at the time of
        establishment of the Account and the denominator of which is the
        aggregate Swiss franc value of the Account Shares on the Scheduled
        Settlement Date, the balance (if any) of such Account Shares to be
        released to the Employer or its designee.

4.6     Consideration Receivable upon Settlement of an Award

(a)     Upon the Settlement of a CSG Share Award consisting of a restricted
        Registered Share, all restrictions on the transfer thereof pursuant to
        Section 5.4 hereof shall be deemed to have lapsed and upon the
        Settlement of a CSG Share Award consisting of a Phantom Share, the
        Employer of such Participant shall, provided that the holder has opened
        an account with the Group for this purpose, deliver to the holder
        thereof or to a nominee on behalf of such holder, by book entry, one
        actual Registered Share that is not subject to such transfer
        restrictions; or Settlement of an Award shall otherwise take place in
        the manner provided in the Award Letter relating thereto, in the
        applicable Business Unit Supplement, or in the applicable Award
        Supplement.

(b)     Registered Shares transferred to a Participant upon the Settlement of
        CSG Share Awards may or may not be registered under the United States
        Securities Act of 1933, as amended (the "Securities Act"), and, if not
        so registered, shall not be permitted to be resold, offered for resale,
        or otherwise transferred unless such resale or other transfer takes
        place

        (i)     outside the United States in an offshore transaction in
                accordance with Rule 904 of Regulation S under the Securities
                Act,

        (ii)    pursuant to an exemption from registration provided by Rule 144
                under the Securities Act (if applicable),

        (iii)   with an opinion of counsel satisfactory to CSG or its designee
                that such transfer may otherwise properly be made without
                registration under the Securities Act, or

        (iv)    pursuant to an effective registration statement under the
                Securities Act, in each case in accordance with any applicable
                securities laws of any state of the United States.

        Notwithstanding anything herein to the contrary, no Registered Shares
        shall be issued or delivered to any Participant pursuant to the Share
        Plan if CSG determines in good faith that the issuance or delivery of
        such Registered Shares would violate applicable law of any jurisdiction
        or the rules or regulations of any exchange on which Registered Shares
        or the other Underlying Shares are traded.

4.7     Adjustments

(a)     Stock Splits, Partial Repayment of Capital, etc. In the event of a
        material change in the outstanding number or kind of Registered Shares
        by reason of any stock dividend or split, recapitalization, merger,
        consolidation, spin-off, combination or exchange of shares, options or
        rights offering at a price substantially below fair market value, or
        similar event, or in the event the shareholders of CSG determine to
        reduce the nominal value of outstanding Registered Shares and repay a
        corresponding amount per share (each a "Corporate Change"), the Group
        Compensation Committee shall, subject to any required action of the
        Board of Directors, make such substitution or adjustment as to the
        number or kind of Registered Shares or other securities issuable upon
        the Settlement of Awards that are CSG Share Awards hereunder, or shall
        make such cash payments, subject to the same conditions as were
        applicable to the corresponding Award prior to such adjustment, as
        necessary to provide that, in the reasonable judgment of the Group
        Compensation Committee, the consideration receivable by Participants
        upon Settlement of their Awards following such Corporate Change shall be
        of equivalent value to the consideration receivable by Participants upon
        Settlement of their Awards prior to such Corporate Change. Any such
        determination by the Group Compensation Committee shall be final,
        binding, and conclusive on the Participants.

(b)     No Fractional Shares. No fractional CSG Share Awards shall be awarded
        and no fractional Registered Shares shall be issued upon the Settlement
        of Awards.

4.8     Change in Control

(a)     In the event a transaction which gives effect to a Change in Control of
        CSG shall occur, (x) the Share Plan shall continue in effect subject to
        the terms hereof and (y) CSG Share Awards that consist of or are linked
        to Registered Shares of CSG ("CSG Share Awards") and are outstanding
        hereunder shall continue in effect in accordance with their respective
        terms and each CSG Share Award shall, at the election of the Board of
        Directors of CSG, either

        (i)     immediately before such Change in Control transaction be
                converted into a Registered Share, or

        (ii)    within 60 days following consummation of such Change in Control
                transaction, be converted into, in lieu of the consideration
                otherwise provided herein, the same number and kind of stock,
                securities, cash, property, or other consideration that each
                holder of a Registered Share was entitled to receive in the
                Change in Control (the "Transaction Consideration") in respect
                of a Registered Share or cash in an amount, or indebtedness of
                CSG with a principal amount, equal to the fair value of such
                consideration, or any combination of the foregoing, in each case
                as determined by the Group Compensation Committee in its sole
                discretion, or

        (iii)   depending on the form of an Award, be converted into an option,
                a Phantom Share, or another form of Award that provides the
                Participant with the opportunity to receive the Transaction
                Consideration, provided that Transaction Consideration so
                received with respect to any Awards shall be subject to the same
                conditions as were applicable to the Awards so converted (with
                any cash consideration being retained by the Group until the
                lapse of the conditions applicable thereto).

        Notwithstanding the foregoing, the Board of Directors of CSG may, in its
        sole discretion, choose to accelerate the lapse of Settlement Conditions
        and/or Settlement of all CSG Share Awards held by Participants if the
        Board of Directors determines that such acceleration, lapse of
        Settlement Conditions, and/or Settlement of such Awards would be in the
        best interests of the Group and the Participants.

(b)     For purposes hereof, in the event of a transaction which gives effect to
        a Change in Control of CSG, the consideration that a holder of a
        Registered Share shall be deemed to receive shall be equal to the kind
        and amount of consideration, as determined by the Group Compensation
        Committee, paid by the Acquiring Person in the transaction which
        resulted in the Change in Control (which, in the event that the
        Acquiring Person shall have made an offer to all holders of Registered
        Shares either pursuant to the current Swiss Codex on takeovers or the
        Swiss Stock Exchange Act shall be the purchase price paid for such
        shares pursuant to such offer).

(c)     In the event a transaction shall occur with respect to a Subsidiary that
        would constitute a Change in Control of CSG if such transaction had
        occurred with respect to CSG, the Group Compensation Committee may, in
        its sole discretion, choose to accelerate the lapse of Settlement
        Conditions and/or Settlement of all CSG Equity Awards held by
        Participants who are Employees of such Subsidiary (or of subsidiaries of
        such Subsidiary).

(d)     In the event that

        (i)     a Participant's employment with the Group is terminated by the
                Group without Cause or

        (ii)    a Participant terminates his employment with the Group (other
                than in circumstances in which such Participant's employment
                could have been terminated by the Group for Cause),

        in either of (i) or (ii) within one year after a Change in Control of
        CSG, then the Group Compensation Committee shall accelerate the lapse of
        all Settlement Conditions and/or Settlement of all Awards held by such
        Participant.

4.9     Distribution from Trust to Participants

        At its unrestricted discretion, the Group may

        (i)     contribute property to any trust for the benefit of employees of
                the Group and

        (ii)    procure that the trustee of any trust created for the benefit of
                employees then or formerly employed by the Group transfers
                Registered Shares, dividends on Registered Shares or Dividend
                Equivalents, or property becoming receivable under an Award on a
                Change in Control Transaction, to a Participant in satisfaction
                and discharge of that Participant's right to receive such
                Registered Shares, dividends on Registered Shares or Dividend
                Equivalents, or property becoming receivable on a Change in
                Control Transaction, pursuant to one or more of his or her
                Awards. In the event that the trustee of any such trust makes
                such a transfer of such Registered Shares, payment of dividends
                on Registered Shares or Dividend Equivalents, or property
                becoming receivable on a Change in Control, then, to the extent
                of that transfer, the affected Participant's claims to such
                Registered Shares, dividends on Registered Shares or Dividend
                Equivalents, or property becoming receivable in a Change in
                Control Transaction shall be fully and completely satisfied and
                he or she shall have no outstanding claim thereto against the
                Group. Any such transfer from such a trust shall be subject to
                any withholding determined upon and made by the trustee or the
                applicable Legal Entity Compensation Committee of or from any
                Registered Shares or other property receivable by a Participant
                on such a transfer to enable the trustee to pay any income or
                social security taxes arising in respect of the Participant's
                entitlement to such Registered Shares or other property.

Section 5:     Terms Applicable to All Forms of Awards

5.1     Terms Applicable to All Forms of Awards

        The following terms apply to all Awards issued under the Share Plan,
        except as otherwise expressly provided in a Supplement or in the Award
        Letters relating thereto.

5.2     Additional Condition to Vesting and Settlement

        Anything else herein or in a Supplement to the contrary notwithstanding,
        it will be an additional condition to the vesting (if applicable) and
        Settlement of a Compensation Award, Longevity Premium Award, or Special
        Award that the holder of the Award not, at any time prior to the date on
        which vesting or Settlement thereof is otherwise required to take place:

(a)     directly or indirectly disclose any secret, confidential, or proprietary
        information that belongs to or concerns the Group or that such holder
        learned by reason of his or her association with the Group or directly
        or indirectly use any such information to the detriment of the Group or
        the applicable Business Unit, as determined by the Executive Board of
        the applicable Business Unit in good faith; or

(b)     willfully engage in any other conduct that is materially detrimental to
        the Group or the applicable Business Unit, as determined by the
        Executive Board of the applicable Business Unit in good faith.

5.3     Reversion of Awards

        In all cases in which the vesting of Awards subject to vesting ceases or
        the Settlement of Awards is not specifically provided for hereunder, in
        a Supplement, or in the applicable Award Letter, such Awards shall
        revert to the Group and the Participant shall have no further rights
        with respect thereto.

5.4     Restrictions on Transfer

        No Award shall be assignable, pledgeable, or transferable, and no right
        or interest of any Participant in any Award shall be subject to any
        lien, obligation, liability, or other such encumbrance of the
        Participant, except by will or the laws of descent and distribution.
        Notwithstanding the foregoing, a Participant may assign or transfer his
        or her rights with respect to any or all of the Awards owned by such
        Participant to a trust, limited liability company, or partnership of
        which all of the beneficiaries, members, or partners are the
        transferring Participant or members of his or her immediate family,
        subject to compliance with all applicable tax, securities, and other
        laws; provided that notwithstanding the foregoing, no such transfer
        shall be effective to bind the Group unless the Group Compensation
        Committee shall have been furnished with

(a)     written notice thereof and with a copy of such evidence as the Group
        Compensation Committee or its designee may deem necessary to establish
        the validity of the transfer and

(b)     an agreement by the transferee to comply with all the terms and
        conditions of the Awards that are or would have been applicable to the
        Participant and to be bound by the acknowledgments made by the
        Participant in connection with the grant of the Award;

        and, provided further that the Group may prohibit any such assignment or
        transfer if it shall determine (based on the advice of counsel) that the
        assignment or transfer could result in the occurrence of a taxable event
        in respect of any Award.

5.5     Application of Consideration Received upon Settlement

        The Group shall have the right to apply the actual shares Registered
        Shares receivable by a Participant upon Settlement of a CSG Phantom
        Share (or upon the exercise of an option after Settlement), or to sell
        such Registered Shares and apply the proceeds of such sale, to any
        obligations of such Participant to his or her Employer, or to any other
        entity that is part of the Group, arising in connection with or relating
        to the Share Plan. The Group shall have the right to apply any cash,
        securities, or other consideration otherwise receivable by a Participant
        upon Settlement of any Award (or the proceeds thereof) to any
        obligations of such Participant to his or her Employer, or to any other
        entity that is part of the Group, arising in connection with or relating
        to the Share Plan.

5.6     Withholding

        The Group shall have the right (jointly and severally) on behalf of any
        Participant to apply any Registered Shares or other consideration held
        or receivable or received by such Participant upon or after Settlement
        of his or her CSG Share Awards, or to sell such Registered Shares or
        other consideration and apply the sale proceeds, or to apply any cash,
        securities, or other consideration otherwise payable to such Participant
        upon Settlement of such Participant's Awards (or the proceeds thereof),
        to any statutory withholdings with respect to the proceeds of such
        Settlement and for which the Participant has not separately provided.

5.7     Currency Facilities

        A Business Unit may provide facilities to its Employees who are
        Participants in order to enable them to protect the value of their CSG
        Share Awards or other Awards from fluctuations in currency or movements
        between the currency in which such Awards are denominated and the
        designated currency of such facility.

5.8     Shareholder Rights

        No holder of a CSG Share Award (other than a CSG Share Award in the form
        of an actual Registered Share) or other Award shall have any rights of a
        shareholder of CSG or any Subsidiary. Holders of actual Registered
        Shares received upon Settlement of CSG Share Awards shall have all
        rights of shareholders as to such Shares.

Section 6:     General Provisions

6.1     No Right to Awards or to Employment

        No person shall have any claim or right to be granted an Award. Awards
        are granted at the unrestricted discretion of the Group and the grant of
        an Award shall not be construed as giving a Participant an entitlement
        to any future same, similar, or other Awards for any later year or
        period. No Participant shall have a right or claim of whatever nature to
        any Award unless and until the Group determines at its unrestricted
        discretion to make an Award, and communicates details of that Award, to
        the affected Participant. No Award made during or in respect of a year
        or period shall constitute salary or recurrent compensation receivable
        in that or any later year or period, or as contractual compensation to
        be taken into account in the determination of employment-related
        benefits or provision. The Group expressly reserves the right at any
        time to dismiss a Participant free from any liability, or any claim
        under the Share Plan, except as expressly provided herein or in any
        Award Letter or other agreement entered into with respect to an Award.

6.2     Construction of the Share Plan

(a)     Governing Law. To provide for consistent application of the Share Plan
        to all Participants, the Share Plan shall in all cases be governed by,
        and construed in accordance with, the laws of the State of New York
        applicable to contracts executed and to be performed in that state
        (without regard to conflicts of law principles thereof).

(b)     Amendment, Suspension, or Termination of Share Plan. The Group
        Compensation Committee may amend, suspend, or terminate the Share Plan
        (including any Supplement) or any portion hereof at any time without
        shareholder approval.

(c)     Amendment, Modification, or Termination of Awards. If approved by the
        responsible Legal Entity Compensation Committee, any Award made under
        the Share Plan may be made in such form or on such terms or conditions
        (whether or not approved by any tax or other authority), in order to
        secure beneficial tax treatment for Participants, as such Legal Entity
        Compensation Committee may determine in light of a full analysis
        presented thereto on the effects on the Employer and the Group of such
        proposed terms. An Employer may, with the approval of the responsible
        Legal Entity Compensation Committee, amend, modify, or terminate any
        outstanding Award with the Participant's consent at any time prior to
        the Settlement of such Award or may, with approval of the Executive
        Board of the applicable Business Unit, permit accelerated Settlement of
        an Award upon the occurrence of a taxable event with respect thereto, to
        the extent that the Registered Shares receivable upon such Settlement
        (or the proceeds thereof), or the cash, securities, or other
        consideration otherwise payable upon Settlement of any such Award (or
        the proceeds thereof) are applied to the resulting tax liability. CSG or
        an Employer may, with the approval of the responsible Legal Entity
        Compensation Committee, accelerate the Settlement of any Award at any
        time upon notice to the holder thereof if such Committee determines that
        doing so is necessary or desirable for liquidity management or corporate
        tax planning purposes.

6.3     Award Letters

        Each grant to a Participant of an Award under the Share Plan shall be
        evidenced by a letter (an "Award Letter") informing such recipient of
        the Awards granted him or her and the form, terms, and aggregate number
        thereof, incorporating by reference the terms of the Share Plan
        (including all applicable Supplements), and setting forth such specific
        provisions, not inconsistent with the terms of the Share Plan (including
        all applicable Supplements), as the responsible Legal Entity
        Compensation Committee may deem appropriate in its discretion or which
        may be required for the intended tax treatment. Each Award Letter shall
        provide that, by accepting the Awards being granted thereunder, the
        Participant agrees to be bound by all applicable provisions of the Share
        Plan (including this Master Plan Document and all applicable
        Supplements) and such Award Letter, including any consent to any
        jurisdiction and arbitration provisions set out therein. An Award Letter
        may specify conditions to the vesting of an Award and restrictions on
        the Settlement of an Award in addition to those set out in the Share
        Plan.

6.4     Participants as Unsecured Creditors

        The Group shall not establish any separate or special fund or make any
        other segregation of assets to assure the payment of amounts under the
        Share Plan, and rights to payment with respect to Awards hereunder shall
        be no greater than those of the Group's (including any Employer's)
        unsecured, general creditors.

6.5     Transfers upon Death/Beneficiary Designations

        Each Participant under the Share Plan may from time to time name any
        beneficiary or beneficiaries (who may be named contingently or
        successively) to whom any Award under the Share Plan is to be
        transferred or by whom any right under the Share Plan is to be exercised
        in case of such Participant's death. Each designation will revoke all
        prior designations by the same Participant, shall be in a form
        prescribed by the Group Compensation Committee or its designee and will
        be effective only when filed by the Participant in writing with the
        Group Compensation Committee or its designee during his or her lifetime.
        In the absence of any such designation, Awards outstanding at the
        Participant's death shall be transferred to the Participant's heirs or
        estate by the laws of descent and distribution. Notwithstanding the
        foregoing, no transfer by beneficiary designation or by will or the laws
        of descent and distribution shall be effective to bind the Group unless
        the Group shall have been furnished with

(a)     written notice thereof and with a copy of the will and/or such evidence
        as the Group Compensation Committee or its designee may deem necessary
        to establish the validity of the transfer and

(b)     an agreement by the transferee to comply with all the terms and
        conditions of the Awards that are or would have been applicable to the
        Participant and to be bound by the acknowledgments made by the
        Participant in connection with the grant of the Award.

        Thereafter, the term "Participant" as used in the Share Plan shall be
        deemed to include a Participant's transferees pursuant to this Section
        6.5.

6.6     Effective Date

        The Share Plan shall be effective as of January 1, 2002.

Section 7:     Definitions

        "Award" has the meaning ascribed thereto in Section 3.1.

        "Award Letter" has the meaning ascribed thereto in Section 6.3.

        "Award Supplement" has the meaning ascribed thereto in Section 1.3(a).

        "Business Unit" means each of the business units through which the Group
        operates its banking and/or insurance business, namely (as of January 1,
        2002) the Credit Suisse First Boston and the Credit Suisse Financial
        Services business units, and the Group Corporate Center; any successor
        to or replacement of any of the foregoing business units; and each other
        business unit of the Group as may from time to time be established.

        "Business Unit Supplement" has the meaning ascribed thereto in Section
        1.3(a).

        "Cause" means, in the case of any Participant,

        (i)     such Participant's willful misconduct or gross negligence in the
                performance of his or her duties or the willful and continued
                failure or refusal of such Participant to perform any duties
                reasonably requested in the course of his or her employment
                (other than a failure resulting from his or her Disability); or

        (ii)    fraud, dishonesty, or any other improper conduct engaged in by
                such Participant that causes, or has the potential to cause,
                harm to the Group (including CSG and any subsidiary thereof) or
                its business or reputation, including, without limitation,
                violation by such Participant of any policies of the Group
                applicable to him or her, violation by such Participant of laws,
                rules, or regulations applicable to such Participant, criminal
                activity, habitual drunkenness, or use of illegal drugs; or

        (iii)   the violation by such Participant of any provision of the Share
                Plan or any Award Letter applicable to him or her or the
                engaging in by such Participant of a Competitive Activity or a
                Soliciting Activity during his or her employment with the Group
                or a failure by such Participant to give notice of a resignation
                as required by any applicable contract, agreement, or policy.

        "Change in Control" shall mean, with respect to CSG:

        (i)     any person (as such term is used in Sections 13(d) and 14(d) of
                the U.S. Securities Exchange Act of 1934, as amended) (an
                "Acquiring Person") becomes the beneficial owner (as such term
                is defined for purposes of Swiss law), directly or indirectly,
                of securities of CSG representing more than 33-1/3% of the
                combined voting power of CSG's then outstanding securities,
                other than beneficial ownership by CSG, any employee benefit
                plan of CSG, or any person or entity organized, appointed, or
                established pursuant to the terms of any such benefit plan;

        (ii)    the consummation of a merger or consolidation involving CSG or
                the sale of substantially all of the assets of CSG to one or
                more corporations, in any case other than with or to a
                corporation 50% or more of which is controlled by, or is under
                common control with, CSG, and except for any such merger or
                consolidation as a result of which shareholders of CSG
                immediately prior to such transaction continue to own securities
                representing a majority of the voting power of the surviving
                entity in such transaction; or

        (iii)   during any two-year period, individuals who at the date on which
                the period commences constitute a majority of the Board of
                Directors of CSG cease to constitute a majority thereof for any
                reason; provided, however, that a director who was not a
                director at the beginning of such period shall be deemed to have
                satisfied the two-year requirement if such director was
                nominated or elected by, or on the recommendation of, at least
                two-thirds of the directors who were directors at the beginning
                of such period (either actually or by prior operation of this
                provision), other than any director who is so approved in
                connection with any actual or threatened contest for election to
                positions on the Board of Directors.

        "Compensation Award" has the meaning ascribed thereto in Section 3.3(a).

        "Competitive Activity" shall mean, with respect to any Participant, that
        such Participant

        (i)     enters into any Affiliation (as hereinafter defined) with any
                person, corporation, partnership, or other business entity or
                enterprise pursuant to which such Participant engages in any
                activities which, (x) with respect to a Participant whose
                employment with the Group terminated prior to such Affiliation,
                are competitive with or substantially similar to the principal
                business activities in which such Participant engaged in at any
                time during the 12-month period prior to the termination of the
                Participant's employment with the Group or, (y) with respect to
                a Participant who is employed by the Group at the time of such
                Affiliation, the applicable Legal Entity Compensation Committee
                or Executive Board determines in good faith are inconsistent
                with the best interests of the Group or which are in violation
                of any policy of the Company regarding the engaging in of
                competitive activities or

        (ii)    directly or indirectly discloses any secret, confidential, or
                proprietary information that belongs to or concerns the Group or
                that such Participant learned by reason of his or her
                association with the Group or directly or indirectly uses any
                such information to the detriment of the Group or the applicable
                Business Unit.

        For purposes of the foregoing, an "Affiliation" with any entity or
        enterprise shall mean any direct or indirect interest in such entity or
        enterprise, whether as an officer, director, employee, partner,
        stockholder, sole proprietor, trustee, consultant, agent,
        representative, broker, finder, promoter, or otherwise; provided,
        however, that the acquisition of up to 5% for passive investment
        purposes of any class of the outstanding equity, debt securities, or
        other equity interests of any person, corporation, partnership, or other
        business entity or enterprise shall not, in and of itself, be construed
        as an affiliation with such person or entity or enterprise. A
        Participant who is asked to certify that he or she is not engaging or
        has not engaged in a Competitive Activity for purposes of this
        definition and who fails to provide such certification shall be deemed
        to be engaging or have engaged in a Competitive Activity. A Participant
        may apply in writing to the Executive Board of the applicable Business
        Unit for a determination as to whether an activity such Participant
        proposes to engage in will constitute a "Competitive Activity" for
        purposes of this definition and such Executive Board shall respond
        within 21 days of receipt of such application.

        "Corporate Change" has the meaning ascribed thereto in Section 4.7(a).

        "Credit Suisse Group Swiss Share Plan" means the Credit Suisse Group
        Swiss Share Plan as adopted by the Group Compensation Committee on
        January 31, 2002.

        "CSG" has the meaning ascribed thereto in Section 1.1.

        "Disability" means, with respect to a Participant, a termination of such
        Participant's employment as a consequence of being deemed disabled under
        the long-term employee benefit plans of the Group applicable to such
        Participant.

        "Dividend Equivalent" has the meaning ascribed thereto in Section 4.2.

        "Early Retirement" means, with respect to any Participant who has not
        yet reached the age of 60, the retirement of such Participant from
        employment with the Group after the Participant has reached a minimum
        age of 50 and a minimum length of service with the Group of ten years
        or, in the case of a Participant who became employed by the Group at age
        50 or later, the retirement of such Participant from employment with the
        Group after service of at least five years.

        "Employee" means a Managing Director, Managing Director Senior Advisor,
        Director, Member of Senior Management, Vice President, executive, or any
        other key employee of the Group, in each case as designated by the
        responsible Legal Entity Compensation Committee. Notwithstanding the
        foregoing, the term "Employee" shall not include independent contractors
        or any other persons who are not treated by the Group as employees for
        purposes of withholding employment taxes, regardless of any contrary
        governmental or judicial determination relating to such employment
        status or tax withholding.

        "Employer" means, in the case of any Employee and any Award, that
        company that was the direct employer of such Employee, or the holding
        company of such company, at the time of the grant of such Award (or each
        such company) or such other company (or companies) as may be designated
        as the Employer of any Employee or group of Employees by the responsible
        Legal Entity Compensation Committee.

        "Group" means CSG and its Subsidiaries.

        "Group Compensation Committee" has the meaning ascribed thereto in
        Section 1.1.

        "Incentive Performance Bonus" means an annual discretionary incentive
        performance bonus awarded to an Employee.

        "Legal Entity Compensation Committee" means,

        (i)     in respect of the Credit Suisse First Boston Business Unit, the
                Compensation and Appointments Committee of the Board of
                Directors of Credit Suisse First Boston, a Swiss bank;

        (ii)    in respect of the Credit Suisse Financial Services Business
                Unit, the Compensation and Appointments Committee of the Boards
                of Directors of Credit Suisse, a Swiss bank, Winterthur Swiss
                Insurance Company, and Winterthur Life;

        (iii)   in respect of the Group Corporate Center, the Group Compensation
                Committee; and

        (iv)    in respect of any other business unit of the Group as may from
                time to time be established, such entity as may be designated by
                the Group Compensation Committee.

        "Longevity Premium Award" has the meaning ascribed thereto in Section
        3.3(b).

        "Master Plan Document" has the meaning ascribed thereto in Section
        1.3(a).

        "Normal Retirement" means, with respect to any Participant, the
        retirement of such Participant from employment with the Group at age 60
        or later.

        "OGR" means, in the case of CSG or any Business Unit, the OGR
        (Organizational Guidelines and Regulations), as well as any regulations
        issued thereunder, applicable to CSG or such Business Unit, as the case
        may be.

        "Participant" means a person who holds an Award under the Share Plan.

        "Phantom Share" means an unsecured right to receive a share of the
        actual stock to which such Phantom Share is linked.

        "Registered Shares" has the meaning ascribed thereto in Section 3.1.

        "Scheduled Settlement Date" has, in the case of any CSG Share Award, the
        meaning ascribed thereto in Section 4.3(a) and, in the case of any other
        type of Award, the meaning ascribed thereto in the applicable Award
        Supplement or Award Letter.

        "Settlement" means,

        (x)    with respect to any CSG Share Award,

                (i)     the lapse of the restrictions set out in Section 5.4 on
                        the transfer of such Award in the case of an Award
                        consisting of a restricted Registered Share;

                (ii)    the conversion of such Award to an actual Registered
                        Share not subject to such transfer restrictions in the
                        case of an Award consisting of a Phantom Share; or

                (iii)   such other event as results in the holder of an Award
                        holding or receiving or becoming entitled to receive, in
                        lieu of the Award, an actual Registered Share not
                        subject to such transfer restrictions, or cash,
                        securities, or such other consideration as may be
                        provided in the applicable Supplement or Award Letter;

        (y)     with respect to an option, that the option becomes exercisable;
                or

        (z)     with respect to any other form of Award, such event as results
                in the holder of such Award becoming entitled to receive, in
                lieu of the Award, cash, securities, or such other consideration
                as may be provided in the applicable Supplement or any Award
                Letter relating to such Award;

        or shall, in the case of any Award, have the meaning ascribed thereto in
        the applicable Supplement or Award Letter.

        "Settlement Conditions" means, with respect to any Award, that the
        Participant who holds such Award does not engage in any Competitive
        Activity or any Soliciting Activity.

        "CSG Share Award" has the meaning ascribed thereto in Section 4.1.

        "Share Compensation Table" means a table (or tables) adopted by the
        Group Compensation Committee in respect of any Business Unit that
        specifies the portion of total annual compensation of Participants who
        are Employees of that Business Unit that is to be awarded as
        Compensation Awards hereunder, as such table may from time to time be
        amended.

        "Share Plan" means the Credit Suisse Group International Share Plan, as
        set out in this Master Plan Document, as from time to time amended, and
        as supplemented, in the case of any Participant or Award, by the
        Business Unit Supplement, Award Supplement, or other Supplement
        applicable to that Participant or Award.

        "Soliciting Activity" shall mean, with respect to any Participant, that
        such Participant solicits, endeavors to entice away from the Group, or
        otherwise interferes with the relationship of the Group with any person
        who was associated with the Group as an employee, consultant, or
        independent contractor or as a customer or client at any time during the
        12-month period preceding such solicitation or interference. A
        Participant who is asked to certify that he or she is not engaging or
        has not engaged in a Soliciting Activity for purposes of this definition
        and who fails to provide such certification shall be deemed to be
        engaging or have engaged in a Soliciting Activity. A Participant may
        apply, in writing, to the Executive Board of the applicable Business
        Unit for a determination as to whether an activity such Participant
        proposes to engage in will constitute a "Soliciting Activity" for
        purposes of this definition and such Executive Board shall respond
        within 21 days of receipt of such application.

        "Special Award" has the meaning ascribed thereto in Section 3.3(c).

        "Subsidiary" means a subsidiary corporation as defined in Section 424(f)
        of the U.S. Internal Revenue Code of 1986, as amended.

        "Supplement" has the meaning ascribed thereto in Section 1.3(a).

        "Transaction Consideration" has the meaning ascribed thereto in Section
        4.8(a).
<PAGE>

[LOGO]




                                         INTERNATIONAL
                                         SHARE PLAN
                                         OPTION SUPPLEMENT
                                         TO THE MASTER PLAN DOCUMENT

                                         (AS ADOPTED ON JANUARY 31, 2002)


<PAGE>

Section 1:     Introduction

1.1     Purpose

        The Master Plan Document (the "Master Plan Document") relating to the
        Credit Suisse Group International Share Plan (the "Share Plan"), as
        amended and restated and adopted by the Compensation and Appointments
        Committee of the Board of Directors (the "Group Compensation Committee")
        of Credit Suisse Group ("CSG") on January 31, 2002, provides, in Section
        1 thereof, for the adoption of such Award Supplements to the Master Plan
        Document as the Group Compensation Committee may determine are necessary
        to set forth terms and conditions applicable to particular forms of
        Awards that are in addition to or different from the general terms set
        out in, but not inconsistent with the intent of, or (except as expressly
        approved by the Group Compensation Committee) more favorable to
        Participants than, the Master Plan Document. This Award Supplement to
        the Master Plan Document sets forth certain terms and conditions
        applicable to Awards that are granted pursuant to the Share Plan in the
        form of options to purchase Registered Shares ("Options"). This Award
        Supplement was approved by the Group Compensation Committee on January
        31, 2002 and supersedes and replaces the Option Supplement approved by
        the Group Compensation Committee on January 25, 2001. In the event of
        any inconsistencies between the specific terms set forth herein
        applicable to Options and the terms set forth in the Master Plan
        Document, the terms set forth herein shall govern, unless the Group
        Compensation Committee determines otherwise.

1.2     Definitions

        Terms are used herein with the meanings ascribed to them in the Master
        Plan Document unless otherwise defined herein.

Section 2:     Terms of Options

2.1     Identification of Options; Limitation on Option Grants

        All Awards granted to Participants in the form of Options shall be
        clearly identified in the Award Letter as options that are not intended
        to qualify as "incentive stock options" within the meaning of Section
        422 of the U.S. Internal Revenue Code of 1986, as amended (the "Code").
        Notwithstanding anything to the contrary in the Master Plan Document,
        the maximum number of Registered Shares with respect to which Option
        grants may be made under the Share Plan in any calendar year to any
        Participant shall not exceed 1,200,000 Registered Shares, in the
        aggregate, as the same may be adjusted pursuant to the provisions of
        Section 3 hereof.

2.2     Exercise Price

        The exercise price of any Option shall be such price as the applicable
        Legal Entity Compensation Committee shall determine on the date on which
        the Award to which such Option corresponds is granted; provided, that
        such price may not be less than the minimum price required by law.

2.3     Term and Exercise of Options

(a)     Time of Exercise. Each Option shall be exercisable on such date or
        dates, during such period and for such number of Registered Shares as
        shall be determined by the applicable Legal Entity Compensation
        Committee on the day on which such Option is granted and set forth in
        the Award Letter that relates to such Option; provided, however, that
        except as expressly set forth herein, no Option shall be exercisable by
        a Participant prior to the second anniversary of the date of grant of
        such Option. In addition, no Option shall be exercisable after the
        expiration of ten years from the date on which such Option was granted.
        Notwithstanding the foregoing, each Option shall be subject to earlier
        termination, expiration, or cancellation upon the termination,
        expiration, or cancellation of such Option, as provided in the Share
        Plan or in the Award Letter that relates to such Option, and as provided
        in paragraph (f) of this Section 2.3. In the event that Settlement of an
        Option does not take place pursuant to the provisions of the Share Plan
        or this Option Supplement, such Option shall terminate. "Settlement"
        means, as to any Option, that such Option becomes exercisable.

(b)     Scheduled Settlement of Options. In the event a Participant remains
        continuously employed by the Group through the second anniversary of the
        date of grant of any Awards consisting of Options, Settlement of such
        Awards shall occur on such second anniversary (the "Scheduled Settlement
        Date" for such Options), or on such later date as is set forth in a
        Participant's Award Letter.

(c)     Settlement of Options Following Early Termination of Employment. In the
        event of the termination of a Participant's employment prior to the
        Scheduled Settlement Date of Options granted for any year, Settlement of
        such Options shall take place if and to the extent provided below or as
        otherwise set forth in an Award Letter. For these purposes and purposes
        of Section 2.3(f) below, a "Notice of Breach" is a written notice
        delivered to a Participant informing him or her that the Company has
        determined in good faith that he or she has breached a Settlement
        Condition.

        (i)     Termination of Employment as a Consequence of Death, Disability,
                Normal Retirement, or a Termination of Employment by the Group
                without Cause. If such termination of employment occurs as a
                consequence of the Participant's death, Disability, or Normal
                Retirement or consists of a termination of employment by the
                Group without Cause, Settlement of all Options held by such
                Participant shall take place as of the date of such termination
                of employment.

        (ii)    Termination of Employment as a Consequence of Resignation
                (including Early Retirement).

                (x)     If such termination of employment occurs as a
                        consequence of the Participant's resignation (including
                        Early Retirement) occurring less than one year after the
                        grant of Options for any year, Settlement of 25% of such
                        Options held by such Participant shall place on the
                        second anniversary of the date of grant thereof or on
                        such earlier date on which the Participant receives a
                        Notice of Breach; Settlement of an additional 25% of
                        such Options held by such Participant shall take place
                        on such second anniversary or on such earlier date on
                        which the Participant receives a Notice of Breach
                        provided that the Participant continuously complied with
                        the Settlement Conditions through the first anniversary
                        of the grant of such Options; and Settlement of the
                        final 50% of such Options held by such Participant shall
                        take place on such second anniversary provided that the
                        Participant continuously complied with the Settlement
                        Conditions through the second anniversary of the grant
                        of such Options. Except as expressly provided above, no
                        Settlement of such Options shall take place at any time.

                (y)     If such termination of employment occurs as a
                        consequence of the Participant's resignation (including
                        Early Retirement) occurring one year or more but less
                        than two years after the grant of Option for any year,
                        Settlement of 50% of such Options held by such
                        Participant shall place on the second anniversary of the
                        date of grant thereof or on such earlier date on which
                        the Participant receives a Notice of Breach and
                        Settlement of the remaining 50% of such Option shall
                        take place on such second anniversary provided that the
                        Participant continuously complied with the Settlement
                        Conditions through the second anniversary of the grant
                        of such Options. Except as expressly provided above, no
                        Settlement of such Options shall take place at any time.

        (iii)   Termination of Employment with Cause. If such termination of
                employment consists of a termination by the Group with Cause,
                or, anything else herein to the contrary notwithstanding, if the
                Executive Board of the applicable Business Unit determines that
                at any time prior to the termination of a Participant's
                employment such Participant engaged in conduct that would have
                been grounds for terminating his or her employment for Cause,
                Settlement of such Participant's Awards consisting of Options
                shall take place if and to the extent provided below or as
                otherwise set forth in an Award Letter.

                (x)     If such termination of employment for Cause is deemed to
                        have occurred prior to the grant of Options for any
                        year, no Settlement of such Options shall take place at
                        any time.

                (y)     If such termination of employment for Cause occurs (or
                        is deemed to have occurred) less than one year after the
                        grant of Options for any year, Settlement of 25% of such
                        Options held by such Participant shall take place on the
                        date of termination of employment. No Settlement of the
                        remaining 75% of such Options shall take place at any
                        time.

                (z)     lf such termination of employment for Cause occurs (or
                        is deemed to have occurred) one year or more but less
                        than two years after the grant of Options for any year,
                        Settlement of 50% of such Options held by such
                        Participant shall take place on the date of termination
                        of employment. No Settlement of the remaining 50% of
                        such Options shall take place at any time.

        For these purposes, (x) in the event that the Executive Board of the
        applicable Business Unit determines that at any time prior to the
        termination of employment a Participant engaged in conduct that would
        have been grounds for terminating his or her employment for Cause, such
        Participant's employment shall be deemed to have been terminated with
        Cause effective as of the date on which the events giving rise to
        "Cause" first occurred, and (y) in the event that any Participant who
        terminates his or her employment with the Group does not provide the
        Group with the period of notice of such termination required by any
        employment contract, agreement, arrangement, or other policy applicable
        to such Participant, such Participant's employment shall, anything else
        herein to the contrary notwithstanding, be deemed to have been
        terminated with Cause effective as of the date on which such Participant
        terminated his or her employment.

(d)     Partial Exercise. The exercise of less than all of the Options held by a
        Participant shall not cause the expiration, termination, or cancellation
        of the remaining Options held by such Participant.

(e)     Manner of Exercise. An Option shall be exercised by delivering notice in
        the form prescribed by CSG to CSG or to any person designated by CSG no
        less than three business days in advance of the effective date of the
        proposed exercise. Such notice shall specify the number of Registered
        Shares with respect to which the Option is being exercised and the
        effective date of the proposed exercise and shall be signed by the
        Participant. Payment for Registered Shares purchased upon the exercise
        of an Option shall be made not later than the effective date of such
        exercise by any method approved by the Group Compensation Committee from
        time to time.

(f)     Early Cancellation. In the event that, at any time after the termination
        of the employment of a Participant as a result of resignation (including
        Early Retirement) such Participant receives a Notice of Breach (as
        defined in Section 2.3(c)), each outstanding Option held by such
        Participant shall, anything else in the Share Plan to the contrary
        notwithstanding, and regardless of whether or not Settlement of such
        Option has occurred, terminate and be cancelled 30 days after the
        Participant receives such Notice of Breach. Upon the termination of the
        employment of a Participant by the Group for Cause, each outstanding
        Option held by such Participant shall, anything else in the Share Plan
        to the contrary notwithstanding, and regardless of whether or not
        Settlement of such Option has occurred, automatically terminate and be
        cancelled 30 days after the effective date of such termination of
        employment.

(g)     Securities Laws. Registered Shares transferred to a Participant upon the
        exercise of an Option may or may not be registered under the United
        States Securities Act of 1933, as amended (the "Securities Act"), and,
        if not so registered, shall not be permitted to be resold, offered for
        resale, or otherwise transferred unless such resale or other transfer
        takes place

        (i)     outside the United States in an offshore transaction in
                accordance with Rule 904 of Regulations under the Securities
                Act,

        (ii)    pursuant to an exemption from registration provided by Rule 144
                under the Securities Act (if applicable),

        (iii)   with an opinion of counsel satisfactory to CSG that such
                transfer may otherwise properly be made without registration
                under the Securities Act, or

        (iv)    pursuant to an effective registration statement under the
                Securities Act, in each case in accordance with any applicable
                securities laws of any state of the United States.

        Notwithstanding anything herein to the contrary, no Registered Shares
        shall be issued or delivered to any Participant pursuant to the exercise
        of an Option if CSG determines in good faith that the issuance or
        delivery of such Registered Shares would violate applicable law of any
        jurisdiction or the rules or regulations of any exchange on which
        Registered Shares are traded.

2.4     Other Terms

(a)     Transfer Restrictions. Except as expressly provided in this Section
        2.4(a), during the lifetime of a Participant, each Option granted to him
        or her shall be exercisable only by him or her. No Option shall be
        assignable or transferable otherwise than by will or by the laws of
        descent and distribution, unless otherwise provided in a Participant's
        Award Letter. Notwithstanding the foregoing, a Participant may assign or
        transfer his or her rights with respect to any or all of the Options
        owned by such Participant to a trust, limited liability company, or
        partnership of which all of the beneficiaries, members, or partners are
        the transferring Participant or his or her immediate family, subject to
        compliance with all applicable tax, securities, and other laws and to
        approval by the Employer of such Participant of the documentation
        effecting the transfer (which approval shall not be unreasonably
        withheld); provided that no Option shall be assignable or transferable
        unless and until any proposed transferee has agreed in writing to be
        bound by the terms of the Share Plan (including without limitation the
        Master Plan Document and this Option Supplement) and any additional
        terms and conditions set forth in a Participant's Award Letter as if
        such transferee had been an original signatory thereto and provided,
        further that the Group may prohibit any such assignment or transfer if
        it shall determine (based on the advice of counsel) that the assignment
        or transfer is likely to result in the occurrence of a taxable event in
        respect of any Option.

(b)     Master Plan Document. All the terms set out in Section 5 of the Master
        Plan Document ("Terms Applicable to All Forms of Awards") shall be
        applicable to Options except as otherwise expressly set forth herein or
        in the applicable Award Letter. Holders of Options shall not be entitled
        to receive dividends or Dividend Equivalents in respect thereof.

Section 3:     Adjustments

3.1     Adjustments

        Notwithstanding anything to the contrary in the Master Plan Document,
        the Group Compensation Committee shall be authorized to take the
        following actions with respect to outstanding Options.

(a)     Outstanding Options - Increase or Decrease in Issued Registered Shares
        Without Consideration. In the event of any increase or decrease in the
        number of issued Registered Shares resulting from a subdivision or
        consolidation of Registered Shares or the payment of a stock dividend
        (but only on Registered Shares), or any other increase or decrease in
        the number of such shares effected without receipt of consideration by
        CSG, the Group Compensation Committee in its discretion shall
        proportionally adjust the number of Registered Shares subject to each
        outstanding Option, and the exercise price per Registered Share of each
        such Option if and to the extent it deems appropriate.

(b)     Outstanding Options - Certain Mergers. In the event of a merger or
        consolidation involving CSG as a result of which shareholders of CSG
        immediately prior to such transaction receive only securities of the
        surviving entity in such transaction, each Option outstanding on the
        date of such merger or consolidation shall pertain to and apply to the
        securities which a holder of the number of Registered Shares subject to
        such Option would have received in such merger or consolidation.

        Notwithstanding the foregoing, the Board of Directors of CSG may, in its
        sole discretion, choose to accelerate the lapse of Settlement Conditions
        and/or Settlement of all Options held by Participants if the Board of
        Directors determines that such acceleration, lapse of Settlement
        Conditions, and/or Settlement of such Awards would be in the best
        interests of the Group and the Participants.

(c)     Outstanding Options - Certain Other Transactions. In the event of (1) a
        dissolution or liquidation of CSG, (2) a sale of all or substantially
        all of CSG's assets, or (3) a merger or consolidation involving CSG in
        which the shareholders of CSG immediately prior to such transaction
        receive securities of an entity other than the surviving entity in such
        transaction and/or other property, including cash, the Group
        Compensation Committee shall have the power to:

        (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 regardless of whether the
                Value (as defined below) of a Registered Share subject to such
                Option is less than, equal to or greater than the exercise price
                per Registered Share subject to the Option), and, in full
                consideration of such cancellation, pay to the Participant to
                whom such Option was granted an amount in cash (which may be
                zero), for Registered Shares subject to such Option equal to the
                excess, if any, of (A) the value, as determined by the Group
                Compensation Committee, of the property (including cash)
                received by the holder of a Registered Share as a result of such
                event over (B) the exercise price of such Option;

        (ii)    provide for the exchange of each Option outstanding immediately
                prior to such event (whether or not then exercisable) for an
                option on or stock appreciation right with respect to, as
                determined by the Group Compensation Committee, some or all of
                the property for which Registered Shares are exchanged in such
                event and, incident thereto, make an equitable adjustment as
                determined by the Group Compensation Committee in the exercise
                price of the option or stock appreciation right, or the number
                of shares or amount of property subject to the option or stock
                appreciation right or, if the Group Compensation Committee so
                determines, provide for a cash payment to the Participant to
                whom such Option was granted in partial consideration for the
                exchange of the Option; or

        (iii)   take similar action with similar effect as it may deem
                appropriate.

        For purposes of this Option Supplement, "Value" means, for any date on
        or as of which the value of Registered Shares is to be determined (any
        such date, a "Valuation Date"), the average, for the ten trading days up
        to and including such Valuation Date, of the closing sale price of
        Registered Shares, on a spot basis, on each such day or, if no such
        closing sale takes place on any such day, the average of the closing bid
        and asked prices thereof on such day, in each case as officially
        reported on the Swiss Exchange.

(d)     Other Changes. In the event of any change in the capitalization of CSG
        or an organizational change other than those specifically referred to
        herein, the Group Compensation Committee may make such adjustments in
        the number and class of shares subject to Options outstanding on the
        date on which such change occurs and in the per-share exercise price of
        each such Option as the Group Compensation Committee may consider
        appropriate to prevent dilution or enlargement of rights.

(e)     No Other Rights. Except as expressly provided herein, no Participant
        shall have any rights by reason of any subdivision or consolidation of
        shares of stock of any class, the payment of any dividend, any increase
        or decrease in the number of shares of stock of any class or any
        dissolution, liquidation, merger or consolidation of CSG or any other
        entity. Except as expressly provided herein, no issuance by CSG of
        shares of stock of any class, or securities convertible into shares of
        stock of any class, shall affect, and no adjustment by reason thereof
        shall be made with respect to, the number of Registered Shares subject
        to an Option or the exercise price of any Option.

(f)     Termination of Options. In the event that the Group Compensation
        Committee determines in good faith that allowing Options to remain
        outstanding would be inconsistent with the material interests of CSG,
        the Group Compensation Committee shall have the right to terminate all
        outstanding Options. Upon any such termination, CSG shall notify each
        affected Participant and shall either permit any such affected
        Participant to exercise his or her Options within thirty days of
        notification of such termination or pay the affected Participant a cash
        payment, with respect to each outstanding Option held by such
        Participant, equal to the product of (A) the excess, if any, of (i) the
        Value of a Registered Share on the date of termination of the Option
        over (ii) the exercise price per share of such Option multiplied by (B)
        the number of shares subject to such Option.




<PAGE>


[LOGO]



                                         INTERNATIONAL
                                         SHARE PLAN
                                         ALTERNATIVE INVESTMENT AWARD SUPPLEMENT
                                         TO THE MASTER PLAN DOCUMENT

                                         (AS ADOPTED ON JANUARY 31, 2002)


<PAGE>


Section 1:     Introduction

1.1     Purpose

        The Master Plan Document (the "Master Plan Document") relating to the
        Credit Suisse Group International Share Plan (the "Share Plan"), as
        amended and restated and adopted by the Compensation and Appointments
        Committee of the Board of Directors (the "Group Compensation Committee")
        of Credit Suisse Group ("CSG") on January 31, 2002, provides, in Section
        1 thereof, for the adoption of such Award Supplements to the Master Plan
        Document as the Group Compensation Committee may determine are necessary
        to set forth terms and conditions applicable to particular forms of
        Awards that are in addition to or different from the general terms set
        out in, but not inconsistent with the intent of, or (except as expressly
        approved by the Group Compensation Committee) more favorable to
        Participants than the Master Plan Document. This Award Supplement to the
        Master Plan Document sets forth certain terms and conditions applicable
        to Awards that may be granted pursuant to the Share Plan the value of
        which may vary based on changes in certain indices designated by the
        Group ("Alternative Investment Awards"). This Award Supplement was
        approved by the Group Compensation Committee on January 31, 2002 and
        supersedes and replaces the Alternative Investment Award Supplement
        approved by the Group Compensation Committee on January 25, 2001. In the
        event of any inconsistencies between the specific terms set forth herein
        applicable to Alternative Investment Awards and the terms set forth in
        the Master Plan Document, the terms set forth herein shall govern,
        unless the Group Compensation Committee determines otherwise.

1.2     Definitions

        Terms are used herein with the meanings ascribed to them in the Master
        Plan Document unless otherwise defined herein.

Section 2:     Accounts

2.1     Establishment of Accounts

        For each year during the term of the Share Plan for which Alternative
        Investment Awards are granted, the responsible Legal Entity Compensation
        Committee or its designee (the "Committee") shall establish an account
        (the "Account") on its books for each eligible Participant who is to
        receive a portion of the Compensation Awards awardable to him or her for
        such year in the form of Alternative Investment Awards. Each such
        Participant's Account shall initially be credited with an amount equal
        to the amount of such Compensation Awards such Participant is to receive
        in the form of Alternative Investment Awards.

2.2     Alternative Investment Factors

(a)     The Committee shall from time to time select indices ("Alternative
        Investment Factors") by which Participants to whom Alternative
        Investment Awards have been granted may elect to have a notional return
        to their Accounts computed, and shall notify such Participants of such
        indices. The balance of each Participant's Account shall be adjusted not
        less frequently than annually to reflect such notional return (whether
        positive or negative) based on the performance of the Alternative
        Investment Factors so selected by the Participant.

(b)     The Committee may from time to time, in its sole discretion, change the
        composition or weighting of the components of an Alternative Investment
        Factor or discontinue one or more Alternative Investment Factors and
        nothing in the Share Plan or in this Alternative Investment Award
        Supplement shall be construed to confer on a Participant the right to
        continue to have any particular Alternative Investment Factor available
        for purposes of measuring the value of his or her Account.

2.3     Procedures

(a)     The Committee from time to time shall establish administrative rules
        regarding Alternative Investment Factors including, without limitation,
        rules as to manner in which Participants shall select Alternative
        Investment Factors and the number of Alternative Investment Factors that
        may be made available to each Participant. A Participant holding
        Alternative Investment Awards shall be entitled to elect the portions of
        his or her Account that shall be deemed allocated to specific
        Alternative Investment Factors at least once a year. All such elections
        shall be made by delivery of written elections in a form to be
        established by the Committee and supplied to the Participant.

(b)     In the event a Participant ceases to designate an Alternative Investment
        Factor in accordance with the procedures specified by the Committee, the
        Participant's Account shall be deemed allocated to a money market fund
        or similar fund designated by the Committee until such time as the
        Participant designates an Alternative Investment Factor in accordance
        with the applicable procedures.

(c)     In the event an Alternative Investment Factor ceases to be available for
        any reason, the portion of each Participant's Account previously deemed
        allocated to such Alternative Investment Factor shall be deemed
        allocated to a money market fund designated by the Committee during the
        period beginning with the date the relevant Alternative Investment
        Factor ceased to be available and ending with the last day of the fiscal
        quarter in which such date occurred (or, if later, 60 days following
        such date) after which time the Participant may elect to have such
        portion of the Account allocated to other Alternative Investment
        Factors.

2.4     Account Statements

        Not less frequently than annually, the Committee shall furnish each
        Eligible Participant with a statement setting forth the fair market
        value of such Participant's Alternative Investment Award. The value
        reflected on such statement will be based on the best information
        available to such Committee as of the date of such statement.

Section 3:     Settlement of Alternative Investment Awards

3.1     Settlement

        Settlement of Alternative Investment Awards shall take place on such
        dates as are set forth in the Share Plan for the Settlement of Awards in
        the form of Share Awards, and subject to all terms and conditions as
        apply to the Settlement of Share Awards under the Share Plan, or as set
        forth in an Award Letter relating to such Awards.

3.2     Consideration upon Settlement of an Alternative Investment Award

        Alternative Investment Awards shall be settled in cash, securities, or
        such other property as the Committee may determine.

Section 4:     Other Terms

4.1     Master Plan Document

        All the terms set out in Section 5 of the Master Plan Document ("Terms
        Applicable to All Forms of Awards") shall be applicable to Alternative
        Investment Awards except as otherwise expressly set forth herein or in
        the applicable Award Letter. Holders of Alternative Investment Awards
        shall not be entitled to receive dividends or Dividend Equivalents in
        respect thereof.

4.2     Contractual Obligation

        The obligations of a Participant's Employer to make payments hereunder
        shall be contractual only and all such payments shall be made from the
        general assets of such Employer. Each Participant and any other person
        or person having or claiming a right to payments hereunder shall rely
        solely on the unsecured promise of the Employer, and nothing herein
        shall be construed to give a Participant or any other person or persons
        any right, title, interest or claim in or to any specific asset, fund,
        reserve, account or property of any kind whatsoever owned by the
        Employer or in which it may have any right, title, interest now or in
        the future, including, without limitation, any investments that may be
        made by the Employer of any subsidiary thereof to hedge the obligations
        of such Employer hereunder (whether or not corresponding to any
        Alternative Investment Factors used as indices hereunder).
<PAGE>

[LOGO]





                                         INTERNATIONAL
                                         SHARE PLAN
                                         CREDIT SUISSE FIRST BOSTON
                                         BUSINESS UNIT SUPPLEMENT TO
                                         THE MASTER PLAN DOCUMENT

                                         (AS ADOPTED ON JANUARY 31, 2002)


<PAGE>


Section 1:     Introduction

1.1     Purpose

        The Master Plan Document (the "Master Plan Document") relating to the
        Credit Suisse Group International Share Plan (the "Share Plan"), as
        adopted and amended and restated by the Compensation and Appointments
        Committee of the Board of Directors (the "Group Compensation Committee")
        of Credit Suisse Group ("CSG") on January 31, 2002, provides, in Section
        1 thereof, for the adoption of Business Unit Supplements to the Master
        Plan Document setting forth terms of the Share Plan applicable to
        Participants or groups of Participants who are Employees of companies in
        a particular Business Unit that are in addition to or different from the
        terms set out in, but not inconsistent with the intent of, or (except as
        expressly approved by the Group Compensation Committee) more favorable
        to Participants than, the Master Plan Document. This document is a
        Credit Suisse First Boston Business Unit Supplement to the Master Plan
        Document setting forth terms of the Share Plan that

        (i)     are applicable to Employees of companies in the Credit Suisse
                First Boston Business Unit and

        (ii)    are in addition to or different from the terms set out in, but
                not inconsistent with the intent of, the Master Plan Document.

1.2     Definitions

        Terms are used herein with the meanings ascribed to them in the Master
        Plan Document unless otherwise defined herein.

1.3     Adoption; Covered Awards

        This Credit Suisse First Boston Business Unit Supplement was approved by
        the Group Compensation Committee on January 31, 2002, and supersedes and
        replaces the Credit Suisse First Boston Business Unit Supplement
        approved by the Group Compensation Committee on January 25, 2001. The
        terms and conditions set forth in this Credit Suisse First Boston
        Business Unit Supplement shall only apply to Awards granted pursuant to
        the Credit Suisse Group International Share Plan on or after January 1,
        2001 (including, without limitation, Longevity Premium Awards and
        Compensation Awards granted in calendar year 2001 with respect to
        calendar year 2000). All Awards granted prior to January 1, 2001 shall
        continue to be governed by the Credit Suisse First Boston Business Unit
        Supplement approved by the Group Compensation Committee on February 18,
        2000.

Section 2:     Share Compensation Table

2.1     Business Unit Share Compensation Table

        The Share Compensation Table for the Credit Suisse First Boston Business
        Unit, as adopted by the Group Compensation Committee and as in effect as
        of January 1, 2002, is attached as Appendix A hereto.

Section 3:     Participation by Employees

3.1     Mandatory Awards

        Each year during the term of the Share Plan, Employers in the Credit
        Suisse First Boston Business Unit may, if approved by the Group
        Compensation Committee, award a portion of the total compensation of
        their Employees at levels designated by the Group Compensation Committee
        by way of the grant of Compensation Awards to such Employees in
        accordance with Section 3.3(a)(i) of the Master Plan Document.

3.2     Elective Awards

        Each year during the term of the Share Plan, Employers in the Credit
        Suisse First Boston Business Unit may, if approved by the Group
        Compensation Committee, permit eligible Employees at a level designated
        by the Group Compensation Committee to elect to receive a percentage (as
        determined by senior management of the applicable Business Unit) of
        their prospective Incentive Performance Bonuses for such year in the
        form of Compensation Awards in accordance with Section 3.3(a)(ii) of the
        Master Plan Document, subject to such terms and conditions as may be
        notified to eligible Employees.

Section 4:     Longevity Premium Awards

4.1     Grant of Longevity Premium Awards

        At the time Employers in the Credit Suisse First Boston Business Unit
        grant Compensation Awards, they may also, if approved by the Group
        Compensation Committee, grant Longevity Premium Awards to Employees
        designated by the Group Compensation Committee, in consideration for
        their performance of services in the future. The number of such
        Longevity Premium Awards granted to any Participant at any time shall be
        as determined by the Group Compensation Committee and notified to such
        Participant, but the aggregate value thereof shall equal not more than
        25% of the aggregate value of Compensation Awards granted to such
        Participant at such time.

Section 5:     Modifications to Master Plan Document

5.1     Modifications to Master Plan Document

        Insofar as the Share Plan applies to Participants who are Employees of
        companies in the Credit Suisse First Boston Business Unit:

(a)     With respect to any such Participant, the term "Early Retirement" shall
        have the following meaning instead of the meaning set out in Section 7
        of the Master Plan Document:

        (i)     The retirement of such a Participant who is a Managing Director
                Senior Advisor after one year of service in such capacity; or

        (ii)    the retirement of such a Participant from employment with the
                Group after he or she has reached a combined age and length of
                service of at least 60 and a minimum length of service of ten
                years ("Rule of 60"); or

        (iii)   in the case of a Participant who joined the Group at age 50 or
                later, the retirement of such Participant from employment with
                the Group after a minimum length of service of five years;

        provided, however, that, a Participant who seeks to take Early
        Retirement pursuant to the Rule of 60 or clause (iii) above shall be
        required to give prior notice of at least 12 months of his or
        herintention to take Early Retirement and shall be required during that
        period of 12 months to continue to perform in accordance with normal
        standards, as determined in good faith by senior management of the
        Credit Suisse First Boston Business Unit, and provided further that, if
        such requirements are not met, any termination of the Participant's
        employment shall be deemed to have occurred as a result of his or her
        resignation rather than retirement (unless such termination was by the
        Group with or without Cause or by reason of death or Disability, in
        which case such termination shall be deemed to have occurred for such
        reason).

        In computing the length of service of a Participant who was previously
        employed by the Group, left, and then was re-employed by a company in
        the Credit Suisse First Boston Business Unit, credit shall be given for
        the prior service if, but only if, following the break in service the
        Participant has remained an employee for at least three years.

        Any of the requirements required to be met to establish eligibility for
        Early Retirement may, in the case of any Participant, be waived by the
        Group Compensation Committee or such person to whom the Group
        Compensation Committee may have delegated its authority.

(b)     Each such Participant shall be required to open, and by accepting Awards
        shall be deemed to agree that he or she shall open, as a condition to
        the Settlement of any of such Awards for unrestricted Registered Shares
        (including Registered Shares deliverable upon the exercise of Options),
        an account to which such Registered Shares shall be credited, such
        account to be opened at such entity that is part of the Group as the
        Group may specify.

Section 6:     Consent to Jurisdiction

6.1     Consent to Jurisdiction

        Each Participant shall irrevocably submit to the jurisdiction of any New
        York State or Federal court sitting in the City of New York in any
        action or proceeding for equitable relief arising out of any breach of
        the terms of any Award as reflected in the Share Plan or any Award
        Letter or to enforce the provisions of Section 6.2 below or to enforce
        any arbitration award. All claims in respect of any such action or
        proceeding shall be heard and determined, to the extent permitted by
        law, in such Federal court, or, if not so permitted, in such New York
        State court. By accepting Awards each Participant shall irrevocably
        waive, to the fullest extent he or she may effectively do so, the
        defense of an inconvenient forum to the maintenance of any such action
        or proceeding.

6.2     Appointment of Agent

        Each Participant shall irrevocably appoint Credit Suisse First Boston
        Corporation, currently located at Eleven Madison Avenue, New York,
        NY10010-3629, as his or her agent to receive, on behalf of the
        Participant and the Participant's property, service of copies of the
        summons and complaint and any other process which may be served in any
        such action or proceeding referred to herein. Simultaneously with the
        service of process referred to in the preceding sentence, the Group
        shall mail a copy of any such service express mail to the Participant.
        Such service may be made by mailing or delivering a copy of such
        process, addressed to the Participant in care of the aforementioned at
        the address set forth herein, and the Participant shall authorize and
        direct said agent to accept such service on his or her behalf. As an
        alternative method of service, each Participant shall consent to the
        service of any and all process in any such action or proceeding in such
        New York State or Federal courts sitting in the City of New York by the
        mailing of copies of such process to the Participant at his or her
        address set forth on the books and records of the Participant. A final
        judgment in any such action or proceeding shall be conclusive and may be
        enforced in other jurisdictions by suit on the judgment or any other
        manner provided by law.

6.3     Preservation of Rights

        Nothing herein shall affect the right of the Group, or the agent
        referred to herein, to serve process in any other manner permitted by
        law or affect the right of the Group to bring any action or proceeding
        described in this Section 6 against any Participant or any Participant's
        property in the courts of any other jurisdiction.

6.4     No General Consent

        The foregoing consent to jurisdiction and appointment of agent to
        receive service of process shall not constitute general consent to
        service of process in the State of New York and shall have no effect for
        any purpose except as provided above and shall not be deemed to confer
        rights on any person other than each Participant and the Group.

Section 7:     Arbitration

7.1     Participants Subject to Dispute Resolution Programs

        With respect to each Participant who is, or was immediately prior to
        termination of employment, subject to an employment dispute resolution
        program, any dispute relating to the Share Plan or an Award Letter
        arising between such Participant and the Group shall be resolved and
        finally settled pursuant to such dispute resolution program.

7.2     Participants Not Subject to Dispute Resolution Programs

        With respect to each Participant not referred to in Section 7.1 above,
        any dispute or proceeding relating to the Share Plan or an Award Letter
        arising between such Participant and the Group shall be finally settled
        according to the arbitration rules of the United Nations Commission on
        International Trade Law ("UNCITRAL"), except as otherwise provided in
        this Section 7.2. The arbitration proceeding, including the rendering of
        an award, shall take place in London, United Kingdom, and the language
        of such proceeding (including written submissions by the parties) shall
        be English. Any provision of the English Arbitration Act or any other
        law that would permit or require the parties to the arbitration
        proceeding to take action with respect to such proceeding in any United
        Kingdom court shall not apply.

7.3     Notice of Arbitration; Appointment of Tribunal

        In the event of any such dispute referred to in Section 7.2, the party
        seeking relief shall give written notice of its intention to seek
        resolution of such dispute to the other party. The arbitral tribunal
        shall be appointed within 30 days of the notice of dispute, and shall
        consist of three arbitrators, one of which shall be appointed by the
        Group, one by the Participant, and the third by the Group and the
        Participant, jointly; provided, however, that, if the Group and the
        Participant shall be unable to select the third arbitrator within such
        30-day period, such third arbitrator shall be chosen by the London Court
        of International Arbitration (the "LCIA"), as soon as practicable
        following notice to the LCIA by the parties of their inability to choose
        such third arbitrator.

7.4     Decisions of Arbitral Tribunal

        Decisions of such arbitral tribunal shall be in accordance with the laws
        of the State of New York (excluding the conflicts of law rules which
        require the application of any other law) and not on the basis of the
        principle of ex aequo et bono. Such decisions shall be rendered within
        12 months of the commencement of the arbitration; however, nothing
        contained herein shall deprive the arbitral tribunal of jurisdiction in
        the event that the tribunal does not render an award within the time
        specified. Such arbitral tribunal shall state the reasons for its award.
        The award of such arbitral tribunal shall be final (except as otherwise
        provided by the laws of the State of New York and the federal laws of
        the United States, to the extent applicable). Judgment upon such award
        may be entered by the prevailing party in any state or federal court
        sitting in the City of New York or any other court having jurisdiction
        thereof, or application may be made by such party to any such court for
        judicial acceptance of such award and an order of enforcement.

7.5     Application of Decision

        No proceeding pursuant to this Section 7 shall be binding upon or in any
        way affect the interests of any party other than the Group or a
        Participant with respect to such proceeding. The provisions of this
        Section 7 shall not be interpreted to preclude the right of the Group to
        obtain equitable relief to enforce its rights under the Share Plan or
        any Award as reflected in the relevant Award Letter in any court of
        competent jurisdiction, and the request for equitable relief shall be in
        support of, and not in lieu of, the requirements of this Section 7 and
        the Group shall not be deemed to have waived any of its rights under
        this Section 7 by seeking such equitable relief.

7.6     Fees and Expenses

        The costs for any proceeding described in Section 7.2 shall be shared
        equally by the parties unless the arbitral tribunal determines it more
        equitable to otherwise allocate such costs, provided each party shall
        pay the fees and expenses of its own counsel, accountants, agents, and
        representatives.

<PAGE>

        Appendix A

        Share Compensation Table 1)
        (as in effect as of January 1, 2002)
<TABLE>
<CAPTION>

        -------------------------------------------------------------------------------
        Bonus 2)     % Deferred      USD Deferred at   USD Effective      % Effective
                                     Top 2)             Deferral 2)        Deferral
        -------------------------------------------------------------------------------
                         MDR & DIR      MDR & DIR         MDR & DIR        MDR & DIR
        -------------------------------------------------------------------------------
        <S>                 <C>         <C>             <C>                <C>
        USD 0-250           10.0%       USD  25.00      USD    25.00       10.0%
        -------------------------------------------------------------------------------
        251-500             20.0%       USD  50.00      USD    75.00       15.0%
        -------------------------------------------------------------------------------
        501-750             22.5%       USD  56.25      USD   131.25       17.5%
        -------------------------------------------------------------------------------
        751-1,000           25.0%       USD  62.50      USD   193.75       19.4%
        -------------------------------------------------------------------------------
        1,001-2,000         27.5%       USD 275.00      USD   468.75       23.4%
        -------------------------------------------------------------------------------
        2,001-3,000         30.0%       USD 300.00      USD   768.75       25.6%
        -------------------------------------------------------------------------------
        3,001-4,000         32.5%       USD 325.00      USD 1,093.75       27.3%
        -------------------------------------------------------------------------------
        4,001-5,000         35.0%       USD 350.00      USD 1,443.75       28.9%
        -------------------------------------------------------------------------------
        5,001-6,000         37.5%       USD 375.00      USD 1,818.75       30.3%
        -------------------------------------------------------------------------------
        6,001-7,000         40.0%       USD 400.00      USD 2,218.75       31.7%
        -------------------------------------------------------------------------------
        7,000+              40.0%                                          40.0%
        (total
        deferred at
        40%)
        -------------------------------------------------------------------------------
</TABLE>


        1)  This table applies to Compensation Awards for 2001 and as otherwise
            set out in the Share Plan or an Award Letter. A separate Share
            Compensation Table may be adopted by the Group Compensation
            Committee for application to employees who are members of the
            Executive Board.
        2)  Numbers are in thousands.

<PAGE>

[LOGO]



                                       CREDIT SUISSE GROUP
                                       MANAGEMENT PERFORMANCE PLAN INTERNATIONAL
                                       MASTER PLAN DOCUMENT

<PAGE>


                               CREDIT SUISSE GROUP

                    MANAGEMENT PERFORMANCE PLAN INTERNATIONAL
                              MASTER PLAN DOCUMENT
      (as amended and restated with effect from and after January 1, 2002)

1.      PURPOSE OF THE PLAN

        This Group Management Performance Plan - International (the "GMPP") has
        been adopted by the Compensation and Appointments Committee of the Board
        of Directors (the "Group Compensation Committee" or "CAC") of Credit
        Suisse Group ("CSG") for the purpose of providing an incentive to those
        senior management employees of the Group selected to participate to
        remain in the service of the Group and further aligning the interests of
        employees of the Group with the interests of the shareholders of CSG,
        and thereby maintaining and enhancing the overall long-term performance
        and profitability of the Group. Employees of the Group who are subject
        to Swiss taxation shall be covered by the Credit Suisse Group Management
        Performance Plan - Switzerland, the terms of which are similar to the
        GMPP.

2.      DEFINITIONS

        As used in the GMPP, the following definitions apply to the terms
        indicated below:

        (a)     "Board of Directors" shall mean the Board of Directors of CSG.

        (b)     "Business Unit" means each of the business units through which
                the Group operates its banking and/or insurance business, namely
                (as of January 1, 2002) the Credit Suisse First Boston and
                Credit Suisse Financial Services business units and the Group
                Corporate Center, and any successors thereto and replacements
                thereof, and each other business unit of the Group as may from
                time to time be established.

        (c)     "Cause" means, in the case of any Participant, (i) such
                Participant's willful misconduct or gross negligence in the
                performance of his or her duties or the willful and continued
                failure or refusal of such Participant to perform any duties
                reasonably requested in the course of his or her employment
                (other than a failure resulting from his or her Disability); or
                (ii) fraud, dishonesty or any other improper conduct engaged in
                by such Participant that causes, or has the potential to cause,
                harm to the Group (including CSG and any subsidiary thereof) or,
                its business or reputation, including, without limitation,
                violation by such Participant of any policies of the Group
                applicable to him or her, violation by such Participant of laws,
                rules or regulations applicable to such Participant, criminal
                activity, habitual drunkenness or use of illegal drugs; or (iii)
                the violation by such Participant of any provision of the Share
                Plan or any Award Letter applicable to him or her or engaging in
                by such Participant of a Competitive Activity or a Soliciting
                Activity during his or her employment with the Group or a
                failure by such Participant to give notice of a resignation as
                required by any applicable contract, agreement, or policy.

        (d)     "Change in Control" shall mean:

                (i)     any Person (as such term is used in Sections 13(d) and
                        14(d) of the U.S. Securities Exchange Act of 1934, as
                        amended) (an "Acquiring Person") becomes the beneficial
                        owner (as such term is defined for purposes of Swiss
                        law), directly or indirectly, of securities of CSG
                        representing more than 33-1/3% of the combined voting
                        power of CSG's then outstanding securities, other than
                        beneficial ownership by CSG, any employee benefit plan
                        of CSG or any person or entity organized, appointed or
                        established pursuant to the terms of any such benefit
                        plan;

                (ii)    the consummation of a merger or consolidation involving
                        CSG or the sale of substantially all of the assets of
                        CSG to one or more corporations, in any case other than
                        with or to a corporation 50% or more of which is
                        controlled by, or is under common control with, CSG; and
                        except for any such merger or consolidation as a result
                        of which shareholders of CSG immediately prior to such
                        transaction continue to own securities representing a
                        majority of the voting power of the surviving entity in
                        such transaction; or

                (iii)   during any two-year period, individuals who at the date
                        on which the period commences constitute a majority of
                        the Board of Directors cease to constitute a majority
                        thereof for any reason; provided, however, that a
                        director who was not a director at the beginning of such
                        period shall be deemed to have satisfied the two-year
                        requirement if such director was nominated or elected by
                        or on the recommendation of at least two-thirds of the
                        directors who were directors at the beginning of such
                        period (either actually or by prior operation of this
                        provision), other than any director who is so approved
                        in connection with any actual or threatened contest for
                        election to positions on the Board of Directors.

        (e)     "Code" shall mean the U.S. Internal Revenue Code of 1986, as
                amended from time to time.

        (f)     "Competitive Activity" shall mean, with respect to any
                Participant, that such Participant (i) enters into any
                Affiliation (as hereinafter defined) with any person,
                corporation, partnership, or other business entity or enterprise
                pursuant to which such Participant engages in any activities
                which, (x) with respect to a Participant whose employment with
                the Group terminates prior to such Affiliation, are competitive
                with or substantially similar to the principal business
                activities in which such Participant engaged in at any time
                during the 12 month period prior to the termination of the
                Participant's employment with the Group or, (y) with respect to
                a Participant who is employed by the Group at the time of such
                Affiliation, the applicable Legal Entity Compensation Committee
                or Executive Board determines in good faith are inconsistent
                with the best interests of the Group or which are in violation
                of any policy of the Company regarding the engaging in of
                competitive activities; or (ii) directly or indirectly discloses
                any secret, confidential, or proprietary information that
                belongs to or concerns the Group or that such Participant
                learned by reason of his or her association with the Group or
                directly or indirectly uses any such information to the
                detriment of the Group or the applicable Business Unit. For
                purposes of the foregoing, "Affiliation" with any entity or
                enterprise shall mean any direct or indirect interest in such
                entity or enterprise, whether as an officer, director, employee,
                partner, stockholder, sole proprietor, trustee, consultant,
                agent, representative, broker, finder, promoter, or otherwise;
                provided, however, that the acquisition of up to 5% for passive
                investment purposes of any class of the outstanding equity, debt
                securities, or other equity interests of any person,
                corporation, partnership, or other business entity or enterprise
                shall not, in and of itself, be construed as an affiliation with
                such person or entity or enterprise. A Participant who is asked
                to certify that he or she is not engaging or has not engaged in
                Competitive Activity for purposes of this definition and who
                fails to provide such certification shall be deemed to be
                engaging or have engaged in a Competitive Activity. A
                Participant may apply, in writing, to the Executive Board of the
                applicable Business Unit for a determination as to whether an
                activity such Participant proposes to engage in will constitute
                a "Competitive Activity" for purposes of this definition and
                such Executive Board shall respond within fourteen days of
                receipt of such application.

        (g)     "Credit Suisse Group" or "CSG" means the Group and its
                subsidiaries.

        (h)     "Disability" means, with respect to a Participant, a termination
                of such Participant's employment as a consequence of being
                deemed disabled under the employee benefit plans of the Group
                applicable to such Participant.

        (i)     "Early Retirement" means, with respect to any Participant who
                has not yet reached the age of 60, the retirement of such
                Participant from employment with the Group after the Participant
                has reached a minimum age of 50 and a minimum length of service
                with the Group of ten years or, in the case of a Participant who
                became employed by the Group at age 50 or later, the retirement
                of such Participant from employment with the Group after
                cumulative service of at least five years.

        (j)     "Eligible Employee" means those members of the CSG Group
                Executive Board, members of the Business Unit Executive Boards,
                Managing Directors of CSG and such other senior executive
                employees of the Group as are designated by the Group
                Compensation Committee from time to time.

        (k)     "Exchange Act" shall mean the U.S. Securities Exchange Act of
                1934, as amended.

        (l)     "Fair Market Value" of a Registered Share with respect to any
                day shall be determined pursuant to such rules and methods as
                the Group Compensation Committee shall specify from time to
                time, which may include methods for converting values determined
                in one currency into amounts expressed in a different currency.

        (m)     "Group" means CSG and its Subsidiaries.

        (n)     "Group Compensation Committee" has the meaning ascribed thereto
                in Section 1. As used in the GMPP, the Group Compensation
                Committee shall be deemed to include any person or committee to
                whom the Group Compensation Committee has delegated any of its
                authorities, responsibilities or rights under the GMPP.

        (o)     "GMPP" means this CSG Group Management Performance Plan as set
                out herein, as from time to time amended.

        (p)     "Incentive Stock Option" shall mean a CSG Option which is
                intended to qualify as an "incentive stock option" within the
                meaning of Section 422 of the Code and which is identified as an
                Incentive Stock Option in the agreement by which it is
                evidenced.

        (q)     "Normal Retirement" means, with respect to any Participant, the
                retirement of such Participant from employment with the Group on
                or after the Participant's attainment of normal retirement age
                under the local laws and internal rules and regulations
                applicable to the Participant as determined by the Group
                Compensation Committee from time to time. Changes in such age
                shall not be considered amendments to the GMPP for purposes of
                Section 12 hereof.

        (r)     "Non-Qualified Stock Option" shall mean a CSG Option which is
                not an Incentive Stock Option and which is identified as a
                Non-Qualified Stock Option in the agreement by which it is
                evidenced.

        (s)     "CSG Option" shall mean an option to purchase Registered Shares
                of CSG granted pursuant to Section 6 hereof. Each CSG Option
                shall be identified as either an Incentive Stock Option or a
                Non-Qualified Stock Option in the agreement by which it is
                evidenced.

        (t)     "Option Agreement" shall mean the agreement or award letter
                evidencing the grant of a CSG Option and shall be in such form
                as the Group Compensation Committee may determine from time to
                time.

        (u)     "Participant" shall mean any Eligible Employee who holds a CSG
                Option pursuant to the GMPP, and upon the death of any
                Participant, such Participant's successors, heirs, executors and
                administrators, as the case may be.

        (v)     "Person" shall mean a "person," as such term is used in Sections
                13(d) and 14(d) of the Exchange Act.

        (w)     "Registered Share" means a registered share, par value CHF 3 per
                share, of CSG.

        (x)     "Securities Act" shall mean the U.S. Securities Act of 1933, as
                amended.

        (y)     "Soliciting Activity" shall mean, with respect to any
                Participant, that such Participant solicits, endeavors to entice
                away from the Group, or otherwise interferes with the
                relationship of the Group with any person who was associated
                with the Group as an employee, consultant, or independent
                contractor or as a customer or client at any time during the
                12-month period preceding such solicitation or interference. A
                Participant who is asked to certify the he or she is not
                engaging or has not engaged in a Soliciting Activity for
                purposes of this definition and who fails to provide such
                certification shall be deemed to be engaging in a Solicitation
                Activity. A Participant may apply, in writing, to the Executive
                Board of the applicable Business Unit for a determination as to
                whether an activity such Participant proposes to engage in will
                constitute a "Soliciting Activity" for purposes of this
                definition and such Executive Board shall respond within
                fourteen days of receipt of such application.

3.      STOCK SUBJECT TO THE GMPP

        Under the GMPP, the Group Compensation Committee may grant Incentive
        Stock Options and Non-Qualified CSG Options to Participants.

        Subject to adjustment as provided in Section 7 hereof, the Group
        Compensation Committee may grant CSG Options under the GMPP that are
        designated as Incentive Stock Options to Participants with respect to a
        number of Registered Shares that in the aggregate does not exceed five
        percent of Registered Shares outstanding on January 1, 2001. Subject to
        adjustment as provided in Section 7 hereof, the maximum number of
        Registered Shares with respect to which CSG Option grants may be made
        under the Plan in any calendar year to any Eligible Employee shall not
        exceed 200,000 Registered Shares, in the aggregate.

        In the event that any outstanding Incentive Stock Option expires,
        terminates or is cancelled for any reason, the Registered Shares subject
        to the unexercised portion of such Incentive Stock Option shall again be
        available for grants under the GMPP.

        Registered Shares may be made available from conditional but unissued
        Registered Shares of CSG or from Registered Shares reacquired by CSG
        including Registered Shares purchased in the open market.

4.      ADMINISTRATION OF THE GMPP

        The GMPP shall be administered by the Group Compensation Committee.

        The Group Compensation Committee shall have full authority to administer
        the GMPP, including authority to interpret and construe any provision of
        the GMPP and the terms of any CSG Option issued under it and to adopt
        such rules and regulations for administering the GMPP as it may deem
        necessary. Decisions of the Group Compensation Committee shall be final
        and binding on all parties.

        The Group Compensation Committee may, in its absolute discretion,
        accelerate the date on which any CSG Option granted under the GMPP
        becomes exercisable or, subject to Section 6(c)(1) hereof, extend the
        term of any CSG Option granted under the GMPP. In addition, the Group
        Compensation Committee may, in its absolute discretion, grant CSG
        Options to Participants on the condition that such Participants
        surrender to the Group Compensation Committee for cancellation such
        other CSG Options (including, without limitation CSG Options with higher
        exercise prices) as the Group Compensation Committee specifies.
        Notwithstanding Section 3 herein, prior to the surrender of such other
        CSG Options, CSG Options granted pursuant to the preceding sentence of
        this Section 4 shall not count against the limits set forth in such
        Section 3.

        Whether an authorized leave of absence, or absence in military or
        government service, shall constitute termination of employment shall be
        determined by the Group Compensation Committee.

        No member of the Group Compensation Committee shall be liable for any
        action, omission, or determination relating to the GMPP, and CSG shall
        indemnify and hold harmless each member of the Group Compensation
        Committee and each other director or employee of the Group to whom any
        duty or power relating to the administration or interpretation of the
        GMPP has been delegated against any cost or expense (including counsel
        fees) or liability (including any sum paid in settlement of a claim with
        the approval of the Group Compensation Committee) arising out of any
        action, omission or determination relating to the GMPP, unless, in
        either case, such action, omission or determination was taken or made by
        such member, director or employee in bad faith and without reasonable
        belief that it was in the best interests of the Group.

5.      ELIGIBILITY

        The persons who shall be eligible to receive CSG Options pursuant to the
        GMPP shall be those members of the CSG Group Executive Board, Business
        Unit Executive Boards, Managing Directors of CSG and such other senior
        executive employees of the Group as are designated by the Group
        Compensation Committee from time to time.

6.      CSG OPTIONS

        The Group Compensation Committee may grant CSG Options pursuant to the
        GMPP to Eligible Employees, which CSG Options shall be evidenced by
        agreements in such form as the Group Compensation Committee shall from
        time to time approve. The Group Compensation Committee shall determine
        the persons who shall be granted CSG Options. The number of Registered
        Shares subject to each CSG Option shall be determined by the Group
        Compensation Committee and set forth on an Exhibit attached hereto or in
        the CSG Option Agreement. CSG Options shall comply with and be subject
        to the following terms and conditions:

        (a)     Identification of CSG Options

                All CSG Options granted under the GMPP shall be Non-Qualified
                Stock Options unless specifically identified in the agreement
                evidencing such CSG Options as Incentive Stock Options.

        (b)     Exercise Price

                The exercise price of any Non-Qualified Stock Option granted
                under the GMPP shall be such price as the Group Compensation
                Committee shall determine on the date on which such
                Non-Qualified Stock Option is granted. The exercise price of any
                Incentive Stock Option granted under the GMPP shall be not less
                than 100% of the Fair Market Value of a Registered Share on the
                date on which such Incentive Stock Option is granted.

        (c)     Term and Exercise of CSG Options

                (1)     Each CSG Option shall become exercisable at such time as
                        set forth in the GMPP or as the Group Compensation
                        Committee determines and sets forth on an Exhibit
                        attached hereto or in the Option Agreement.
                        Notwithstanding anything in the GMPP to the contrary, no
                        CSG Option shall be exercisable after the expiration of
                        ten years from the date such CSG Option was granted.
                        Each CSG Option shall be subject to earlier termination,
                        expiration or cancellation as forth on an Exhibit
                        attached hereto or as set forth in the Option Agreement.

                        In the event that the exercisability of any CSG Option
                        is subject to the satisfaction of any
                        performance-related conditions, whether such conditions
                        have been met shall be determined by the Group
                        Compensation Committee.

                (2)     Each exercise of CSG Options by a Participant under the
                        GMPP shall be for a number of Registered Shares equal to
                        at least the lesser of (A) 100 Registered Shares and (B)
                        the number of Registered Shares subject to exercisable
                        CSG Options held by such Participant. The exercise of
                        less than all of the CSG Options held by a Participant
                        shall not cause the expiration, termination or
                        cancellation of the remaining CSG Options held by such
                        Participant.

                (3)     A CSG Option shall be exercised by delivering notice to
                        CSG, to the attention of the Global Head of Human
                        Resources, such notice to be received by CSG no less
                        than one business day in advance of the effective date
                        of the proposed exercise. Such notice shall specify the
                        number of Registered Shares with respect to which the
                        CSG Option is being exercised and the effective date of
                        the proposed exercise and shall be signed by the
                        Participant. Payment for Registered Shares purchased
                        upon the exercise of a CSG Option shall be made not
                        later than the effective date of such exercise by any
                        method approved by the Group Compensation Committee from
                        time to time.

                (4)     During the lifetime of a Participant, each CSG Option
                        granted to him shall be exercisable only by him. No CSG
                        Option shall be sold, given, assigned, transferred,
                        pledged or otherwise encumbered, otherwise than by will
                        or by the laws of descent and distribution.

        (d)     Limitations on Grant of Incentive Stock Options

                (1)     The aggregate Fair Market Value of Registered Shares
                        with respect to which "incentive stock options" (within
                        the meaning of Section 422 of the Code), are exercisable
                        for the first time by a Participant during any calendar
                        year under the GMPP and any other stock option plan of
                        CSG (or any "subsidiary" of CSG as such term is defined
                        in Section 424 of the Code) shall not exceed $100,000.
                        Such Fair Market Value shall be determined as of the
                        date on which each such incentive stock option is
                        granted. In the event that the aggregate Fair Market
                        Value of Registered Shares with respect to such
                        incentive stock options exceeds $100,000, then Incentive
                        Stock Options granted hereunder to such Participant
                        shall, to the extent and in the order required by
                        regulations promulgated under the Code (or any other
                        authority having the force of regulations),
                        automatically be deemed to be Non-Qualified Stock
                        Options, but all other terms and provisions of such
                        Incentive Stock Options shall remain unchanged. In the
                        absence of such regulations (and authority), or in the
                        event such regulations (or authority) require or permit
                        a designation of the CSG Options which shall cease to
                        constitute incentive stock options, Incentive Stock
                        Options shall, to the extent of such excess and in the
                        order in which they were granted, automatically be
                        deemed to be Non-Qualified Stock Options, but all other
                        terms and provisions of such Incentive Stock Options
                        shall remain unchanged.

                (2)     No Incentive Stock Option may be granted to an
                        individual if, at the time of the proposed grant, such
                        individual owns stock possessing more than ten percent
                        of the total combined voting power of all classes of
                        stock of CSG or any of its "subsidiaries" (within the
                        meaning of Section 424 of the Code), unless (i) the
                        exercise price of such Incentive Stock Option is at
                        least one hundred and ten percent of the Fair Market
                        Value of a Registered Share at the time such Incentive
                        Stock Option is granted and (ii) such Incentive Stock
                        Option is not exercisable after the expiration of five
                        years from the date such Incentive Stock Option is
                        granted.

        (e)     Hedging

                Except as otherwise provided in the GMPP, a Participant may not
                enter into any transactions having the economic effect of
                hedging, mitigating or otherwise shifting the risk of price
                movements of all or any part of his or her CSG Options during
                the term of the CSG Option. Noncompliance with this obligation
                leads to immediate forfeiture without any compensation of all of
                such Participant's CSG Options.

        (f)     Consequences Upon Change in Control

                In connection with the occurrence of a Change in Control, the
                Board of Directors may, in its sole discretion, choose to
                accelerate the exercisability of all CSG Options held by
                Participants if the Board of Directors determines that such
                acceleration would be in the best interests of the Group and the
                Participants.

7.      Adjustment Upon Changes in Registered Shares

        (a)     Shares Available for Grants

                In the event of any change in the number of Registered Shares
                outstanding by reason of any stock dividend or split,
                recapitalization, merger, consolidation, combination or exchange
                of shares or similar corporate change, the maximum aggregate
                number of Registered Shares with respect to which the Group
                Compensation Committee may grant Incentive Stock Options shall
                be appropriately adjusted by the Group Compensation Committee.
                In the event of any change in the number of Registered Shares
                outstanding by reason of any other event or transaction, the
                Group Compensation Committee may, but need not, make such
                adjustments in the number and class of Registered Shares with
                respect to which Incentive Stock Options may be granted as the
                Group Compensation Committee may deem appropriate.

        (b)     Outstanding CSG Options - Increase or Decrease in Issued Shares
                Without Consideration

                Subject to any required action by the Board of Directors in the
                event of any increase or decrease in the number of issued
                Registered Shares resulting from a subdivision or consolidation
                of Registered Shares or the payment of an extraordinary stock
                dividend (but only on Registered Shares) in each case effected
                without receipt of consideration by CSG, the Group Compensation
                Committee may proportionally adjust the number of Registered
                Shares subject to each outstanding CSG Option, and the exercise
                price thereof. Subject to any required action by the Board of
                Directors, in the event of any other increase or decrease in the
                number of such shares effected without receipt of consideration
                by CSG, the Group Compensation Committee in its discretion shall
                proportionally adjust the number of Registered Shares subject to
                each outstanding CSG Option, and the exercise price per
                Registered Share of each such CSG Option if and to the extent it
                deems appropriate.

        (c)     Outstanding CSG Options - Certain Mergers

                Subject to any required action by the Board of Directors, in the
                event of a merger or consolidation involving CSG as a result of
                which shareholders of CSG receive only securities of the
                surviving entity in such transaction, each CSG Option
                outstanding on the date of such merger or consolidation shall
                pertain to and apply to the securities which a holder of the
                number of Registered Shares subject to such CSG Option would
                have received in such merger or consolidation.

        (d)     Outstanding CSG Options - Certain Other Transactions

                In the event of (1) a dissolution or liquidation of CSG, (2) a
                sale of all or substantially all of the assets of CSG, or (3) a
                merger or consolidation involving CSG in which shareholders of
                CSG receive securities of an entity other than the surviving
                entity in such transaction and/or other property, including
                cash, the Group Compensation Committee shall have the power to:

                (i)     cancel, effective immediately prior to the occurrence of
                        such event, each CSG Option outstanding immediately
                        prior to such event (whether or not then exercisable and
                        regardless of whether the Fair Market Value of a
                        Registered Share subject to the CSG Option is less than,
                        equal to or greater than the exercise price per
                        Registered Share subject to the CSG Option), and, in
                        full consideration of such cancellation, pay to the
                        Participant to whom such CSG Option was granted an
                        amount in cash (which may be zero), for Registered
                        Shares subject to such CSG Option, equal to the excess,
                        if any, of (A) the value, as determined by the Group
                        Compensation Committee, of the property (including cash)
                        received by the holder of a Registered Share as a result
                        of such event over (B) the exercise price of such CSG
                        Option;

                (ii)    provide for the exchange of each CSG Option outstanding
                        immediately prior to such event (whether or not then
                        exercisable) for an option on or stock appreciation
                        right with respect to, as determined by the Group
                        Compensation Committee, some or all of the property for
                        which Registered Shares are exchanged in such event and,
                        incident thereto, make an equitable adjustment as
                        determined by the Group Compensation Committee in the
                        exercise price of the option or stock appreciation
                        right, or the number of shares or amount of property
                        subject to the option or stock appreciation right or, if
                        the Group Compensation Committee so determines, provide
                        for a cash payment to the Participant to whom such CSG
                        Option was granted in partial consideration for the
                        exchange of the CSG Option; or

                (iii)   take similar action with similar effect as it may deem
                        appropriate.

        (e)     Outstanding CSG Options - Other Changes

                In the event of any change in the capitalization of CSG or an
                organizational change other than those specifically referred to
                in Sections 7(b), (c) or (d) hereof, the Group Compensation
                Committee may make such adjustments in the number and class of
                shares subject to CSG Options outstanding on the date on which
                such change occurs and in the per-share exercise price of each
                such CSG Option as the Group Compensation Committee may consider
                appropriate to prevent dilution or enlargement of rights.

        (f)     No Other Rights

                Except as expressly provided in the GMPP, no Participant shall
                have any rights by reason of any subdivision or consolidation of
                shares of stock of any class, the payment of any dividend, any
                increase or decrease in the number of shares of stock of any
                class or any dissolution, liquidation, merger or consolidation
                of CSG or any other entity. Except as expressly provided in the
                GMPP, no issuance by CSG of shares of stock of any class, or
                securities convertible into shares of stock of any class, shall
                affect, and no adjustment by reason thereof shall be made with
                respect to, the number of Registered Shares subject to a CSG
                Option or the exercise price of any CSG Option.

8.      RIGHTS AS A STOCKHOLDER

        No person shall have any rights as a stockholder with respect to any
        Registered Shares covered by or relating to any CSG Option granted
        pursuant to the GMPP until the date of the exercise and registration of
        his Registered Shares in the share registry as provided by Swiss law.
        Except as otherwise expressly provided in Section 7 hereof, no
        adjustment to any CSG Option shall be made for dividends or other rights
        for which the record date occurs prior to the date of such registration.

9.      NO SPECIAL EMPLOYMENT RIGHTS; NO RIGHT TO CSG OPTIONS

        No person shall have any claim or right to be granted an Award under the
        GMPP. Awards are granted at the unrestricted discretion of the Group and
        the grant of an Award shall not be construed as giving a Participant an
        entitlement to any future same, similar or other Awards for any later
        year or period. No Participant shall have a right or claim whatever
        nature to any award unless and until the Group determines at its
        unrestricted discretion to make an Award, and communicates details of
        that Award, to the affected Participant. No Award made during or in
        respect of a year or period shall constitute salary or recurrent
        compensation receivable in that or any later year or period, or as
        contractual compensation to be taken into account in the determination
        of other employment-related benefits or provision. The grant of an Award
        shall not be construed as giving the Participant an entitlement or any
        right to be retained in the employ of the Group. The Group expressly
        reserves the right at any time to dismiss a Participant free from any
        liability, or any claim under the Share Plan, except as expressly
        provided herein or in any Award Letter or other agreement entered into
        with respect to an Award.

        The Group Compensation Committee's granting of an Option to a
        Participant at any time shall neither require the Group Compensation
        Committee to grant a CSG Option to such Participant or any other
        Participant or other person at any time nor preclude the Group
        Compensation Committee from making subsequent grants to such Participant
        or any other Participant or other person.

10.     SECURITIES MATTERS

        (a)     CSG shall be under no obligation to effect the registration
                pursuant to the Securities Act of any Registered Shares to be
                issued hereunder or to effect similar compliance under any state
                laws or the laws of any non-U.S. jurisdiction. Notwithstanding
                anything herein to the contrary, CSG shall not be obligated to
                cause to be issued or delivered any certificates evidencing
                Registered Shares pursuant to the GMPP unless and until CSG is
                advised by its counsel that the issuance and delivery of such
                certificates is in compliance with all applicable laws,
                regulations of governmental authority and the requirements of
                any securities exchange on which Registered Shares are traded.
                The Group Compensation Committee may require, as a condition of
                the issuance and delivery of certificates evidencing Registered
                Shares pursuant to the terms hereof, that the recipient of such
                shares make such covenants, agreements and representations, and
                that such certificates bear such legends, as the Group
                Compensation Committee, in its sole discretion, deems necessary
                or desirable.

        (b)     The exercise of any CSG Option granted hereunder shall only be
                effective at such time as counsel to CSG shall have determined
                that the issuance and delivery of Registered Shares pursuant to
                such exercise is in compliance with all applicable laws,
                regulations of governmental authority and the requirements of
                any securities exchange on which Registered Shares are traded.
                CSG may, in its sole discretion, defer the effectiveness of any
                exercise of a CSG Option granted hereunder in order to allow the
                issuance of Registered Shares pursuant thereto to be made
                pursuant to registration or an exemption from registration or
                other methods for compliance available under applicable
                securities laws.

                CSG shall inform the Participant in writing of its decision to
                defer the effectiveness of the exercise of a CSG Option granted
                hereunder. During the period that the effectiveness of the
                exercise of a CSG Option has been deferred, the Participant may,
                by written notice, withdraw such exercise and obtain the refund
                of any amount paid with respect thereto.

11.     WITHHOLDING TAXES

        (a)     Cash Remittance

                Whenever Registered Shares are to be issued upon the exercise of
                a CSG Option, Group shall have the right to require the
                Participant to remit to Group in cash an amount sufficient to
                satisfy federal, state and local withholding tax requirements or
                other applicable tax requirements, if any, attributable to such
                exercise prior to the delivery of any certificate or
                certificates for such shares.

        (b)     Share Withholding

                Group shall have the right in its discretion, when Registered
                Shares are to be issued upon the exercise of a CSG Option, to
                withhold a number of such Registered Shares, the Fair Market
                Value of which at the exercise date the Group Compensation
                Committee determines to be equal to the minimum federal, state
                and local withholding tax requirements (based on minimum
                statutory withholding rates), or other applicable tax
                requirements, if any, attributable to such exercise.

12.     AMENDMENT OF THE GMPP

        The Group Compensation Committee may at any time suspend or discontinue
        the GMPP or revise or amend it in any respect whatsoever; provided,
        however, that without approval of the shareholders no revision or
        amendment shall, except as provided in Section 7 hereof, increase (a)
        the number of Registered Shares that may be subject to Incentive Stock
        Options issued under the GMPP or (b) the number of Registered Shares
        with respect to which CSG Option grants may be made in any calendar year
        to any Eligible Employee; provided, further, that no such action shall
        have a materially adverse effect on any Participant's outstanding CSG
        Options.

13.     NO OBLIGATION TO EXERCISE

        The grant to a Participant of a CSG Option shall impose no obligation
        upon such Participant to exercise such CSG Option.

14.     TRANSFERS UPON DEATH

        Upon the death of a Participant, outstanding CSG Options granted to such
        Participant may be exercised only by the executors or administrators of
        the Participant's estate or by any person or persons who shall have
        acquired such right to exercise by will or by the laws of descent and
        distribution. No transfer by will or the laws of descent and
        distribution of any CSG Option, or the right to exercise any CSG Option,
        shall be effective to bind CSG unless the Group Compensation Committee
        shall have been furnished with (a) written notice thereof and with a
        copy of the will and/or such evidence as the Group Compensation
        Committee may deem necessary to establish the validity of the transfer
        and (b) an agreement by the transferee to comply with all the terms and
        conditions of the CSG Option that are or would have been applicable to
        the Participant and to be bound by the acknowledgements made by the
        Participant in connection with the grant of the CSG Option.

15.     FAILURE TO COMPLY

        In addition to the remedies of Group elsewhere provided for herein,
        failure by a Participant to comply with any of the terms and conditions
        of the GMPP or the agreement executed by such Participant evidencing a
        CSG Option, unless such failure is remedied by such Participant within
        ten days after having been notified of such failure by the Group
        Compensation Committee, shall be grounds for the cancellation and
        forfeiture of such CSG Option, in whole or in part, as the Group
        Compensation Committee, in its absolute discretion, may determine.

16.     GOVERNING LAW

        The GMPP and any related document shall be governed by and construed in
        accordance with the laws of the State of New York applicable to
        contracts executed and to be performed in that state, without reference
        to its choice of law rules; provided, however, that the Registered
        Shares and all rights and obligations relating thereto shall be governed
        by Swiss law without reference to its choice of law rules. Any disputes
        arising under or in connection with the GMPP shall be resolved, with
        respect to each Participant, pursuant to the dispute resolution program
        adopted by the Group and applicable generally to employment-related
        disputes involving such Participant or, if no such program has been
        adopted by the Group with respect to such Participant, by arbitration
        under the Rules of Arbitration of the International Chamber of Commerce.
        In the latter case, venue of the arbitration shall be Zurich,
        Switzerland.

17.     EFFECTIVE DATE AND TERM OF GMPP

        This GMPP Plan Document was approved by the Group Compensation Committee
        on January 31, 2002 with effect as of January 1, 2002 and supersedes and
        replaces the version of the GMPP Plan Document approved by the Group
        Compensation Committee on January 25, 2001 with effect as of January 1,
        2001. No grants may be made under the GMPP after January 1, 2012.