Exhhibit 4.3
                                                                    ------------

                                                                           FINAL




                            New Skies Satellites N.V.

                           2002 Restricted Stock Plan



                        (Effective as of January 1, 2002)





<PAGE>


                            New Skies Satellites N.V.

                           2002 Restricted Stock Plan

1.    PURPOSE

This Plan has been adopted by New Skies Satellites N.V. (the "Company") to
provide senior management and other employees of the Company and its affiliates
(collectively "Participants") an opportunity to acquire an equity interest in
the Company. The Company intends to use the Plan to attract and retain
Participants' services, motivate Participants to increase the Company's value,
and introduce flexibility in compensating Participants.

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

2.    DEFINITIONS

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

      (b)   "Committee" shall mean the committee which may be appointed by the
            Board in accordance with Section 4 to administer the Plan.

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

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

      (e)   "Date of Grant" shall mean the date on which a Grant is made under
            the Plan, as reflected in a Participant's Restricted Stock
            Agreement.

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

      (g)   "Employee" shall mean any individual who is employed, or newly
            hired, by the Company or any Company within the Group, including
            managing board directors of the Company or any company within the
            Group. For the purposes of this Plan, the term "Employee" also shall
            be deemed to include any director of any affiliate of the Company
            who is made a Grant or proposed to be made a Grant pursuant to this
            Plan. The Plan Administrator shall be responsible for determining
            when an Employee's period of employment terminates and/or is deemed
            to be continued during an approved leave of absence.

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

      (i)   "For Cause" shall mean the termination of a Participant's status as
            an Employee where the Plan Administrator determines, in its complete
            discretion in accordance with Section 4(e), that the Participant has
            committed a violation of any felony-grade criminal law, a breach of
            any material fiduciary duty or an act of dishonesty, fraud,
            misrepresentation or moral turpitude which violation, breach or act
            has or may reasonably be expected to have a material detrimental
            impact on the business of the Company, or prevents or materially
            impairs or may reasonably be expected to prevent or materially
            impair the Participant's effective performance of his or her duties
            for the Company or any company within the Group.

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

      (k)   "Group" shall mean the Company and any and all group companies
            (within the meaning of article 2:24b of the Dutch Civil Code) of the
            Company, that have been nominated by the Board from time to time to
            be participating companies in this Plan.

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

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

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

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

      (p)   "Plan Administrator" shall mean the Committee administering the Plan
            as determined in accordance with Section 4, the foundation
            administering the Plan as permitted in Section 4, or during any
            period in which neither a Committee nor a foundation is constituted,
            the Board.

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

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

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

      (t)   "Total and Permanent Disability" shall mean with respect to a
            Participant:

            (i)   The mental or physical disability, either occupational or
                  non-occupational in cause, which satisfies the definition of
                  "total and permanent disability" in the disability policy or
                  plan provided by the Company covering such Participant;

            (ii)  If no such policy or plan is then covering the Participant,
                  the mental or physical condition which would cause the
                  Participant to be deemed to be "totally and permanently
                  disabled" in accordance with the Dutch Disability Act (Wet op
                  de Arbeidsongeschiktheidsverzekering).

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

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

3.    EFFECTIVE DATE

The Plan was adopted by the Board with effect from January 1, 2002.

4.    ADMINISTRATION

      (a)   Administration by the Board, the Committee or a Foundation

            The Board may administer the Plan or appoint a Committee of the
            Board to administer the Plan in accordance with Sections 4(b) and
            4(c) or appoint a foundation to administer the Plan in accordance
            with Section 4(d). In the event the Board elects to administer the
            Plan, the Board shall be the Plan Administrator and shall have the
            powers and authority of the Plan Administrator as described in this
            Plan document. Notwithstanding the foregoing, the Board shall have
            the sole authority to decide on the making of any Grant under this
            Plan to members of the Company's management board.

      (b)   Composition of the Committee

            If appointed by the Board, the Committee shall consist of not less
            than two members, all of whom shall be Directors of the Company.

      (c)   The Committee

            (i)   Each Committee member shall serve until the member resigns,
                  dies or is removed by the Board, whichever is the first event
                  to occur. The Board may disband the Committee at any time.

            (ii)  The Committee shall hold meetings at such times and places as
                  it may determine. For a Committee meeting, if the Committee
                  has two members, both members must be present to constitute a
                  quorum, and if the Committee has three or more members, a
                  majority of the Committee shall constitute a quorum. Acts by a
                  majority of the members present at a meeting at which a quorum
                  is present and approved in writing by all the members of the
                  Committee shall constitute valid acts of the Committee.

            (iii) Members of the Committee may vote on any matters affecting the
                  administration of the Plan or the making of any Grant pursuant
                  to the Plan.

      (d)   The Foundation

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

      (e)   Powers of the Plan Administrator

            On behalf of the Board, the Plan Administrator shall, without
            causing the Plan to be inconsistent with Dutch or other applicable
            insider trading laws or regulations or the Insider Trading Policy,
            and, if the Company has expressly qualified the Plan as a
            "personeelsregeling," without causing the Plan no longer to qualify
            as a "personeelsregeling", have the authority and complete
            discretion to:

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

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

            (iii) Authorize any person to execute on behalf of the Company any
                  instrument required to effectuate the making of a Grant
                  (provided that any Restricted Stock Agreement relating to a
                  Grant to a Participant who is a member of the board of
                  management of the Company shall be executed only by a
                  Director); and

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

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

      (f)   Plan Administrator's Interpretation of the Plan

            The Plan Administrator's interpretation and construction of any
            provision of the Plan, of any Grant made under the Plan or of any
            Restricted Stock Agreement shall be final and binding on all persons
            claiming an interest in a Grant made or issued under the Plan.
            Neither the Plan Administrator, any member of the Committee nor any
            Director shall be liable for any action or determination made in
            good faith with respect to the Plan. The Company, in accordance with
            the articles of association of the Company, shall indemnify and
            defend the Plan Administrator, and, where applicable, each
            individual member of the Committee or each director of the
            foundation, to the fullest extent provided by law and such articles
            of association.

      (g)    Determinations by the Plan Administrator

            Subject to Section 5, the Plan Administrator's determinations under
            the Plan may be made by the Plan Administrator selectively among
            persons who are made, or may be eligible to be made, Grants under
            the Plan. Without limiting the generality of the foregoing, the Plan
            Administrator shall be entitled, inter alia, to make selective
            determinations and to instruct the Company to enter into selective
            Restricted Stock Agreements as to (i) any person to whom Grant(s)
            are made or are to be made under the Plan, and (ii) the terms and
            provisions of Grants made under the Plan.

5.    PARTICIPATION AND GRANTS

      (a)   Eligibility for Participation

            Notwithstanding Section 4(a) and subject to the conditions of
            Section 5(b), all Employees of the Group are eligible to be selected
            as Participants by the Plan Administrator, in its complete
            discretion. The Plan Administrator's determination of an
            individual's eligibility for participation shall be final.

      (b)   Eligibility for Grants

            The Plan Administrator has the authority, in its complete discretion
            but within the limits set forth in Section 4(e), to determine that
            the Company shall make a Grant to Participants. A Participant may be
            made more than one Grant under the Plan at any time or times.

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

            It is the Company's intention that Grants shall be made under the
            Plan (i) as of the following dates and during the following periods:
            the month of February of each year and the date on which an Employee
            effectively commences working for the Company or a Group Company, in
            such cases as part of a regular policy allowing the Plan and Grants
            thereunder to qualify as a "personeelsregeling" or (ii) Grants may
            be made at other times subject to full compliance with all relevant
            Dutch and foreign applicable laws specifically related to insider
            trading.

      (d)   Notification of the Authority for the Financial Markets of The
            Netherlands

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

6. SHARES OF COMMON STOCK SUBJECT TO THIS PLAN

      (a)   Shares

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

(b)   Listing of Shares

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

7.    TERMS AND CONDITIONS OF GRANTS

      (a)   Restricted Stock Agreements

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

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

      (b)   Number of Shares Covered by a Grant

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

      (c)   Performance of the Grant

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

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

      (d)   Vesting of Grants

            The Plan Administrator may decide when a Grant Vests. Such Vesting
            can occur immediately as of the date the Grant is made or at such
            later date or dates, as determined by the Plan Administrator. Each
            Restricted Stock Agreement shall include a Vesting schedule
            describing the date, event or act upon which a Grant shall Vest, in
            whole or in part, with respect to all or a specified portion of the
            Shares covered by such Grant. The condition shall not impose upon
            the Group any obligation to retain the Participant as an Employee
            for any period.

      (e)   Term and Expiration of Grants

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

            (i)   The date determined under Section 7(i)(ii) for a Participant
                  who ceases to be an Employee of the Group for any reason other
                  than by (A) death, (B) For Cause, or (C) Total and Permanent
                  Disability;

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

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

            (iv)  The date determined under Section 7(l) for a Participant who
                  ceases to be an Employee of the Company For Cause;

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

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

      (f)   Consequences of Nonperformance

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

      (g) Medium and Time of Payment of Purchase Price

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

      (h)   Nontransferability of Grants

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

      (i)   Termination for Any Reason Other Than Death, Total and Permanent
            Disability, or For Cause

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

            (ii)  If a Participant ceases to be an Employee of the Group for any
                  reason other than death, Total and Permanent Disability, or
                  For Cause, then: (A) the Participant's Grant(s), to the extent
                  Unvested on the date that the Participant's status ceases,
                  shall be extinguished; and (B) the Participant's Grant(s), to
                  the extent Vested on the date the Participant's status ceases,
                  shall be performed in accordance with its terms.

      (j)   Death of Participant

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

      (k)   Total and Permanent Disability of Participant

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

      (l)   Termination For Cause

            If a Participant ceases to be an Employee of the Group For Cause,
            then (A) the Participant's Grant(s), to the extent Unvested at the
            date of the event constituting the basis for termination For Cause,
            shall be extinguished and (B) the Participant's Grant(s), to the
            extent Vested on the date of the event constituting the basis for
            the termination For Cause, shall be performed in accordance with its
            terms.

      (m)   Rights as a Shareholder

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

      (n)   Modification, Extension and Renewal of Grants

            Within the limitations of the Plan, the Plan Administrator may, in
            its complete discretion, modify, extend, or renew any outstanding
            Grant or accept the cancellation of any outstanding Grant for the
            making of a new Grant in substitution therefore. Notwithstanding the
            preceding sentence, no modification of a Grant shall exceed or
            otherwise violate any limitation set forth in this Section 7 and any
            modification, extension, or renewal that would constitute the making
            of a new Grant under applicable law shall be made only if in
            accordance with Sections 5(c) and 5(d) and the other provisions of
            this Plan governing the making of Grants.

      (o)   Other Provisions

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

            (i)   Restrictions on the performance of the Grant;

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

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

      (p)   Insider Trading

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

8.    TERM OF PLAN

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

9.    RECAPITALISATION, DISSOLUTION AND CHANGE OF CONTROL

      (a)   Recapitalisation

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

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

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

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

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

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

      (c)   Change in Control

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

      (d)   Determination by the Plan Administrator

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

      (e)   Limitation on Rights of Participants

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

      (f)   No Limitation on the Rights of the Company

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

10.   AMENDMENT OF THE PLAN

      (a)   The Plan Administrator may, from time to time, terminate, suspend
            or discontinue the Plan, in whole or in part, or revise or amend
            it in any respect whatsoever including, but not limited to, the
            adoption of any amendment deemed necessary or advisable to
            qualify the Grants under rules and regulations promulgated by a
            recognised stock exchange, or to correct any defect or supply any
            omission or reconcile any inconsistency in the Plan or in any
            Grant made under the Plan, with or without approval of the Board,
            but if any such action is taken without the approval of the
            Board, no such revision or amendment shall:

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

            (ii)  Change the designation of the class of persons eligible to
                  receive Grants;

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

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

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

11.   APPLICATION OF FUNDS

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

12.   TERMINATION OF PLAN

Subject to Section 10(b), the Company reserves the right to terminate, suspend
or discontinue the Plan, in whole or in part, at any time.

13.   WITHHOLDING OF TAXES

Whenever Shares are to be issued under the Plan, the Company may require the
Participant to remit to the Company an amount sufficient to satisfy all
withholding and other applicable tax requirements prior to the delivery of any
certificate or certificates for such Shares.

14.   RIGHTS AS AN EMPLOYEE

The Plan shall not be construed to give any individual the right to remain in
the employ of the Group, or to affect the right of the Group, to terminate such
individual's status as an Employee at any time, with or without cause. The
making of a Grant shall not entitle the Participant to, or disqualify the
Participant from, participation in the making of any other Grant under the Plan
or participation in any other plan maintained by the Group.

15.   INSPECTION OF RECORDS

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

16.   NOTICES

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

17.   CONFLICT WITH RESTRICTED STOCK AGREEMENTS

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

18.         LAWS GOVERNING THE PLAN

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

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