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                                                                    EXHIBIT 10.7


                              MAX RE CAPITAL LTD.
                            2000 STOCK INCENTIVE PLAN


     1.   Purpose.  The purpose of the Max Re Capita Ltd.  2000 Stock  Incentive
          -------
          Plan (the  "Plan") is to enhance  the  ability of Max Re Capital  Ltd.
          (the "Company") and its subsidiaries to attract employees, consultants
          and  directors  of  outstanding  ability  and  to  provide  employees,
          consultants and directors with an interest in the Company  parallel to
          that of the Company's shareholders.

     2.   Definitions.
          -----------

               (a)  "Award" shall mean an award  determined  in accordance  with
the terms of the Plan.

               (b)  "Board" shall mean the Board of Directors of the Company.

               (c)  "Cause"  shall  mean  (i) if a  Participant  is  party to an
employment  agreement or  consulting or similar  agreement  with the Company and
such agreement includes a definition of Cause, the definition  contained therein
with respect to that  Participant or (ii) if no such  employment,  consulting or
similar  agreement  exists,  it shall mean (A) a Participant's  habitual drug or
alcohol  use;  (ii)  a   Participant's   conviction  by  a  court  of  competent
jurisdiction,  or a  pleading  of "no  contest"  or  guilty  to a felony  or the
equivalent  if outside  the United  States or any other crime  involving  fraud,
dishonesty  or  moral  turpitude;  (iii)  a  Participant's  engaging  in  fraud,
embezzlement  or  any  other  misconduct  with  respect  to the  Company  or its
affiliates;  (iv) a Participant's  violation of any written Company  policies or
rules regarding  conduct;  or (v) a Participant's  failure or refusal to perform
his duties for the Company or a Subsidiary.

               (d)  "Change  in  Control"  shall  mean  (i) a sale,  assignment,
transfer or other disposition of securities in one or more related  transactions
where  the  shareholders   immediately   prior  to  such  transaction  cease  to
beneficially  own  more  than  50% of the  total  combined  voting  power of the
Company's outstanding securities; (ii) a merger,  consolidation,  reorganization
or similar  corporate event in which the shareholders  immediately prior to such
transaction cease to beneficially own more than 50% of the total combined voting
power of the  Company's  outstanding  securities or more than 50% or more of the
total  combined  voting  power of the  resultant  corporation  or  entity if the
Company  does not  survive  such  transaction;  or  (iii)  the  sale,  transfer,
assignment or other  disposition  of all or  substantially  all of the Company's
property,  assets or business to one or more unrelated parties.  Notwithstanding
the  foregoing,  no Change in Control shall be deemed to occur as a result of an
Initial  Public  Offering  of the Company or any  necessary  actions  taken,  as
determined by the Board, in order to effectuate such Initial Public Offering.

               (e)  "Code"  shall mean the  Internal  Revenue  Code of 1986,  as
amended.

               (f)  "Committee"  shall  mean  (i)  prior  to an  Initial  Public
Offering,  and subject to the  provisions of Section 4 hereof,  the entire Board
and (ii) subsequent to an Initial Public  Offering,  the Board or a committee of
at least two members of the Board  appointed by the Board to administer the Plan
and to  perform  the  functions  set  forth  herein  and who  are  "non-employee
directors"  within the meaning of Rule 16b-3 as promulgated  under Section 16 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") and who are
also "outside directors" within the meaning of Section 162(m) of the Code.
<PAGE>

               (g)  "Common Stock" shall mean the common stock, $ 1.00 par value
per share, of the Company.

               (h)  "Fair Market Value" per share as of a particular  date shall
mean the last reported sale price (on the day  immediately  preceding such date)
of the Common  Stock on the New York Stock  Exchange  (or any other  exchange or
national  market system upon which price  quotations  for the  Company's  Common
Stock is regularly available); provided, however, that prior -------- ------- to
an Initial  Public  Offering,  Fair Market Value per share shall mean, as of any
date,  the fair  market  value on such date as  determined  in good faith by the
Board, but shall be at least book value per share.

               (i)  "Immediate  Family  Member" shall mean,  except as otherwise
determined  by  the   Committee,   a   Participant's   children,   stepchildren,
grandchildren, parents, stepparents, grandparents, spouse, siblings, in-laws and
persons related by reason of legal adoption.

               (j)  "Initial Public Offering" shall mean the consummation of the
first public  offering of the Company's  Common Stock pursuant to a registration
statement  (other than on Form S-8 or successor  forms) filed with, and declared
effective by the Securities and Exchange Commission.

               (k)  "Incentive  Stock Option" shall mean a stock option which is
intended to meet the requirements of Section 422 of the Code.

               (l)  "Non-Employee  Director"  shall mean any member of the Board
who is not an  employee  of the  Company or any  Subsidiary  or is not  directly
nominated by a shareholder of the Company.

               (m)  "Nonqualified  Stock Option" shall mean a stock option which
is not intended to be an Incentive Stock Option.

               (n)  "Option"  shall mean either an  Incentive  Stock Option or a
Nonqualified Stock Option.

               (o)  "Participant"  shall mean an employee,  consultant,  service
provider,  or  director  of  the  Company  or its  Subsidiaries  and  any  other
individual  who,  will  become an  employee,  consultant,  service  provider  or
director of the Company or it  Subsidiaries  after the date of grant,  in either
case, who is selected to participate in the Plan in accordance with Section 5.

               (p)  "Subsidiary"  shall mean any  affiliate or subsidiary of the
Company;  provided,  that,  with respect to Incentive  Stock Options,  such term
          --------   ----
shall mean any subsidiary of the Company that is a corporation  and which at the
time  qualifies  as a  "subsidiary  corporation"  within the  meaning of Section
424(f) of the Code.
<PAGE>

     3.   Shares Subject to the Plan.  Subject to adjustment in accordance  with
          --------------------------
Section  17, the total of the number of shares of Common  Stock  which  shall be
available  for the grant of Awards  under the Plan  shall not  exceed  1,200,000
provided, that, for purposes of this limitation, any shares subject to an Option
which is canceled or expires without  exercise shall again become  available for
Award  under  the  Plan.  Upon  forfeiture  of  Awards  in  accordance  with the
provisions of the Plan and the terms and  conditions  of the Award,  such shares
shall no longer be counted  against  any  determination  of the number of shares
available  under the Plan and shall be available for subsequent  Awards.  Shares
tendered by a Participant to pay all or part of the option price of an Option or
to pay all or part of the taxes  associated  with the exercise of such Option or
shares of Common Stock which are withheld upon exercise of an Option which would
have otherwise been issued upon exercise of such Option shall be again available
for issuance pursuant to Nonqualified  Stock Options under the Plan.  Subject to
adjustment  in  accordance  with  Section 17, no  Participant  shall be granted,
during any  calendar  year,  Options to purchase  more than [ ] shares of Common
Stock.  Common Stock available for issue or distribution under the Plan shall be
authorized  and  unissued  shares or shares  reacquired  by the  Company  in any
manner.

     4.   Administration.
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               (a)  The Plan  shall be  administered  by the  Board,  unless and
until the Board shall appoint a Committee to administer the Plan. All references
to the Committee  hereinafter shall mean the Board if no such Committee has been
appointed.

               (b)  The   Committee   shall  (i)   approve  the   selection   of
Participants,  (ii)  determine  the type of Awards  to be made to  Participants,
(iii)  determine  the number of shares of Common Stock  subject to Awards,  (iv)
determine the terms and  conditions of any Award granted  hereunder  (including,
but not limited to, any restriction and forfeiture conditions on such Award) and
(v) have the authority to interpret the Plan, to establish,  amend,  and rescind
any rules and  regulations  relating  to the Plan,  to  determine  the terms and
provisions  of any  agreements  entered  into  hereunder,  and to make all other
determinations  necessary or advisable for the  administration  of the Plan. The
Committee  may  correct  any  defect,  supply  any  omission  or  reconcile  any
inconsistency  in the Plan or in any Award in the  manner  and to the  extent it
shall deem desirable to carry it into effect.

               (c)  Any action of the Committee  shall be final,  conclusive and
binding  on  all  persons,  including  the  Company  and  its  subsidiaries  and
shareholders,  Participants  and  persons  claiming  rights  from or  through  a
Participant.

               (d)  The  Committee  may delegate to officers or employees of the
Company or any subsidiary,  and to service providers, the authority,  subject to
such terms as the Committee shall determine, to perform administrative functions
with respect to the Plan and Award agreements.
<PAGE>

               (e)  Members of the  Committee and any officer or employee of the
Company  or any  subsidiary  acting at the  direction  of, or on behalf  of, the
Committee shall not be personally  liable for any action or determination  taken
or made in good  faith  with  respect  to the Plan,  and  shall,  to the  extent
permitted by law, be fully  indemnified  by the Company with respect to any such
action or determination.

     5.   Eligibility.  Individuals  eligible to receive  Awards  under the Plan
          -----------
shall be the  officers,  other  employees,  consultants,  service  providers and
directors of the Company and its  Subsidiaries  and such other  individuals  who
will become  employees,  consultants,  service  providers  or  directors  of the
Company  and its  Subsidiaries  after the date of  grant,  in  either  case,  as
selected by the Committee.  In addition,  all  Non-Employee  Directors  shall be
eligible to receive Options as provided in Section 11 hereof.

     6.   Awards.  Awards  under the Plan may  consist  of  Options,  restricted
          ------
Common Stock,  restricted Common Stock units,  purchases,  share awards or other
awards  based on the value of the Common  Stock.  Awards shall be subject to the
terms  and  conditions  of the  Plan  and  shall be  evidenced  by an  agreement
containing  such  additional  terms and conditions,  not  inconsistent  with the
provisions of the Plan, as the Committee shall deem desirable.

     7.   Options.  Options  may be  granted  under the Plan in such form as the
          -------
Committee may from time to time approve pursuant to terms set forth in an Option
agreement.  The Committee may alter or waive, at any time, any term or condition
of an Option that is not mandatory under the Plan.

               (a)  Types of  Options  and  Limitation  on Amount.  Each  Option
                    ---------------------------------------------
agreement  shall state whether or not the Option will be treated as an Incentive
Stock Option or a Nonqualified Stock Option.  Incentive Stock Options shall only
be granted to employees of the Company and its  Subsidiaries.  No employee shall
be granted  Incentive  Stock Options which,  when first  exercisable  during any
calendar  year  (combined  with all other  incentive  stock  option plans of the
Company and its Subsidiaries),  will permit such employee to purchase stock that
has an  aggregate  Fair Market  Value  (determined  as of the time the Option is
granted) of more than $100,000; provided, that, any Options granted in excess of
                                --------  ----
such amount shall automatically be deemed to be Nonqualified Stock Options.

               (b)  Option  Price.  The  purchase  price per share of the Common
                    -------------
Stock purchasable  under an Option shall be determined by the Committee,  but in
the case of Incentive Stock Options, the Option price will be not less than 100%
of the Fair  Market  Value of the  Common  Stock on the date of the grant of the
Option and in the case of Incentive  Stock Options granted to an employee owning
stock possessing more than 10% of the total combined voting power of all classes
of stock of the Company and its Subsidiaries (a "10% Shareholder") the price per
share specified in the agreement  relating to such Option shall not be less than
110% of the Fair  Market  Value  per  share of the  Common  Stock on the date of
grant.

               (c)  Option Period. The term of each Option shall be fixed by the
                    -------------
Committee,  but no Option shall be exercisable  after the expiration of 10 years
from the date the  Option is  granted;  provided,  however,  that in the case of
Incentive  Stock Options  granted to 10%  Shareholders,  the term of such Option
shall not exceed 5 years from the date of grant.
<PAGE>

               (d)  Exercisability.  Each Option shall vest at a rate determined
                    --------------
by the Committee at or subsequent to grant.


               (e)  Method of Exercise. Options may be exercised, in whole or in
                    ------------------
part, by giving written notice of exercise to the Company  specifying the number
shares of Common Stock to be purchased.  Such notice shall be accompanied by the
payment in full of the Option purchase price. Such payment shall be made: (a) in
cash, or (b) to the extent  authorized by the Committee,  by surrender of shares
of Common  Stock  owned by the  holder of the Option for at least six (6) months
prior to exercise of the Options,  or (c) following an Initial Public  Offering,
through  simultaneous  sale through a broker of shares acquired on exercise,  as
permitted  under  Regulation  T of the  Federal  Reserve  Board,  or (d) through
additional methods  prescribed by the Committee,  or (e) by a combination of any
such methods. A Participant's  subsequent  transfer or disposition on any shares
acquired upon exercised on an Option shall be subject to any applicable  U.S. or
non-U.S. laws, specifically securities law.

     8.   Restricted Stock. The Committee may from time to time award restricted
          ----------------
Common Stock under the Plan to eligible  Participants.  Restricted  Common Stock
may not be sold,  assigned,  transferred or otherwise disposed of, or pledged or
hypothecated  as collateral for a loan or as security for the performance of any
obligation or for any other purpose,  for such period (the "Restricted  Period")
as the Committee shall determine. The Committee may define the Restricted Period
in terms of the passage of time or in any other manner it deems appropriate. The
Committee  may alter or waive at any time any term or  condition  of  restricted
Common Stock that is not mandatory under the Plan.

     Unless  otherwise  determined  by  the  Committee,  upon  termination  of a
Participant's  service  relationship  with the Company or any Subsidiary for any
reason prior to the end of the Restricted  Period,  the restricted  Common Stock
shall be forfeited and the  Participant  shall have no right with respect to the
Award.

     Except as restricted  under the terms of the Plan and any Award  agreement,
any Participant  awarded  restricted Common Stock shall have all the rights of a
shareholder.

     If a share certificate is issued in respect of restricted Common Stock, the
certificate  shall be  registered in the name of the  Participant,  but shall be
held by the  Company  for the  account of the  Participant  until the end of the
Restricted Period.

     The  Committee  may  also  award  restricted  Common  Stock  in the form of
restricted  Common Stock units  having a value equal to an  identical  number of
shares of Common Stock.  Payment of restricted  Common Stock units shall be made
in shares of Common Stock or in cash or in a combination thereof (based upon the
Fair Market Value of the Common Stock on the day the Restricted Period expires),
all as determined by the Committee in its sole discretion.

     9.   Stock Purchases.  The Committee may authorize eligible  individuals to
          ---------------
purchase  Common  Stock in the Company at a price  above,  equal to or below the
Fair  Market  Value of the  shares at the time of grant.  Any such  offer may be
subject to the  conditions  and terms the Committee may impose.  The Company may
make loans available to eligible Participants in connection with the purchase of
shares of Common Stock, as the Committee, in its discretion,  may determine. The
terms and conditions of any such loans shall be determined by the Committee,  in
its sole discretion.
<PAGE>

     10.  Stock Awards. Subject to such performance and employment conditions as
          ------------
the Committee may determine, awards of shares of Common Stock or awards based on
the value of the  shares  of Common  Stock  may be  granted  either  alone or in
addition to other Awards  granted under the Plan.  Any Awards under this Section
10 and any shares  covered by any such Award may be  forfeited  to the extent so
provided in the Award  agreement,  as  determined by the  Committee.  Payment of
shares of Common  Stock awards made under this Section 10 which are based on the
value  of  shares  of  Common  Stock  may be made in  shares  or in cash or in a
combination  thereof (based upon the Fair Market Value of the shares on the date
of payment), all as determined by the Committee in its sole discretion.

     11.  Non-Employee Director Stock Options.
          -----------------------------------

               (a)  Options.  Nonqualified  Stock  Options  to  purchase  10,000
                    -------
shares of Common  Stock  shall be  granted  automatically  to each  Non-Employee
Director who is a Non-Employee  Director on the day the shareholders approve the
adoption of the Plan.  With  respect to each  person who becomes a  Non-Employee
Director after such date,  Nonqualified  Stock Options to purchase 10,000 shares
of  Common  Stock  shall be  granted  automatically  to each  such  Non-Employee
Director  on  the  day he or she  first  becomes  a  Non-Employee  Director.  In
addition,   on  the  day  after  each  annual  meeting  of  shareholders,   each
Non-Employee Director serving at such time shall be granted a Nonqualified Stock
Option to purchase 2,000 shares of Common Stock.

               (b)  Option  Price.  The purchase  price for each Option  granted
                    -------------
under this Section 11 to a Non-Employee  Director shall be the Fair Market Value
of the Common Stock on the date of grant of the Option.

               (c)  Exercisability.  Each Option  granted  under  Section  11(a)
                    --------------
shall  become  exercisable  and vest at a rate of  33-1/3% on each of the first,
second and third anniversaries of the date of grant of such Option.

               (d)  Method of Exercise.  Each Option  granted under this Section
                    ------------------
11 may be exercised in the same manner as provided in Section 7(e).

               (e)  Option  Period.  Each Option  granted  under this Section 11
                    --------------
shall  terminate 10 years from the date of grant  unless  sooner  terminated  by
reason  of  termination  of  service  as a  director  of  the  Company  and  its
Subsidiaries.

               (f)  Termination of Director Status.  In the event of termination
                    ------------------------------
of service as a director of the Company for any reason, any portion of an Option
granted  under this  Section 11 that would have  become  vested  following  such
termination of service shall automatically  become vested and the Option (to the
extent  exercisable as of the date of termination),  shall be exercisable by the
director or any prior  transferee or by the Non-Employee  Director's  designated
beneficiary,  or if none,  the  person(s) to whom such  Non-Employee  Director's
rights  under the Option  are  transferred  by will or the laws of  descent  and
distribution,  for one (1)  year  following  such  termination  (but in no event
beyond the term of the Option), and shall thereafter terminate.
<PAGE>

               (g)  Except as expressly  provided in this Section 11, any option
granted to a Non-Employee  Director  hereunder shall be subject to the terms and
conditions of the Plan.

     12.  Change in Control.  Upon the  occurrence  of a Change in Control,  all
          -----------------
Options  shall  automatically  become  vested  and  exercisable  in full and all
restrictions,  if any, on any Common Stock awards,  restricted  Common Stock, or
restricted Common Stock units granted hereunder shall  automatically  lapse. The
Committee  may,  in  its  discretion,   include  such  further   provisions  and
limitations  in any agreement  documenting  such Awards as it may deem equitable
and in the best interests of the Company.

     13.  Withholding.  The  Company  shall  have the right to  deduct  from any
          -----------
payment to be made pursuant to the Plan the amount of any taxes  required by law
to be withheld  therefrom,  or to require a Participant to pay to the Company in
cash such amount  required to be withheld  prior to the  issuance or delivery of
any  shares of  Common  Stock or the  payment  of cash  under  the Plan.  At the
discretion of the Committee, such taxes may be paid by (a) delivering previously
owned shares of Common Stock or (b) having the Company retain shares which would
otherwise be delivered upon exercise or payment of Awards or (c) any combination
of a cash payment or the methods set forth in (a) and (b) above. For purposes of
(a) and (b) above,  shares of Common  Stock shall be valued at their Fair Market
Value. If and to the extent  authorized by the Committee,  the Company may, upon
election by a Participant,  withhold from any distribution of shares  hereunder,
shares of Common Stock with a Fair Market  Value in excess of the  Participant's
required minimum withholding obligation.

     14.  Nontransferability,  Beneficiaries. Unless otherwise determined by the
          ----------------------------------
Committee with respect to the transferability of Nonqualified Stock Options by a
Participant  to his Immediate  Family Members (or to trusts or  partnerships  or
limited liability companies established for such family members), no Award shall
be assignable or transferable by the Participant,  otherwise than by will or the
laws of descent and distribution or pursuant to a beneficiary  designation,  and
Options shall be exercisable,  during the  Participant's  lifetime,  only by the
Participant (or by the Participant's  legal  representatives in the event of the
Participant's  incapacity).  Each  Participant  may designate a  beneficiary  to
exercise  any Option held by the  Participant  at the time of the  Participant's
death  or to be  assigned  any  other  Award  outstanding  at  the  time  of the
Participant's death. If no beneficiary has been named by a deceased Participant,
any Award held by the  Participant  at the time of death shall be transferred as
provided in his will or by the laws of descent and distribution.

     15.  No Right to Employment.  Nothing contained in the Plan or in any Award
          ----------------------
under the Plan shall  confer  upon any  employee  any right with  respect to the
continuation  of  employment  with the  Company or any of its  Subsidiaries,  or
interfere  in any way with the  right of the  Company  to  terminate  his or her
employment  at any time.  Nothing  contained  in the Plan shall  confer upon any
employee or other person any claim or right to any Award under the Plan.

     16.  Governmental Compliance. Each Award under the Plan shall be subject to
          -----------------------
the  requirement  that if at any time the  Committee  shall  determine  that the
listing,  registration  or  qualification  of any shares issuable or deliverable
thereunder  upon any securities  exchange or under any U.S. or non-U.S.  law, or
the consent or approval of any  governmental  regulatory  body,  is necessary or
desirable as a condition thereof, or in connection  therewith,  no such grant or
award may be  exercised  or shares  issued or  delivered  unless  such  listing,
registration,  qualification,  consent or approval  shall have been  effected or
obtained free of any conditions not acceptable to the Committee.
<PAGE>

     17.  Adjustments.   In  the   event  of  any  share   dividend   or  split,
          -----------
recapitalization,  merger,  consolidation,  spinoff,  combination or exchange of
shares or other corporate change or event, or any distribution to holders of the
shares of Common  Stock other than  regular  cash  dividends,  that results in a
change in the outstanding  shares of Common Stock,  the number or kind of shares
of Common  Stock  available  for  Options  and  Awards  under the Plan  shall be
adjusted by the Committee as it shall in its sole  discretion deem equitable and
the number and kind of shares of Common Stock subject to any outstanding  Awards
granted  under the Plan and the purchase  price thereof shall be adjusted by the
Committee  as it shall in its sole  discretion  deem  equitable  to preserve the
value of such Awards.

     18.  Award  Agreement.  Each Award under the Plan shall be  evidenced by an
          ----------------
agreement  setting  forth  the  terms  and  conditions,  as  determined  by  the
Committee,  which  shall  apply to such  Award,  in  addition  to the  terms and
conditions specified in the Plan.

     19.  Amendment.  The Board may amend,  suspend or terminate the Plan or any
          ---------
portion  thereof  at any  time,  provided  that (a) no  amendment  shall be made
without  shareholder  approval if such  approval is necessary to comply with any
applicable law,  regulation or stock exchange rule and (b) except as provided in
Section 17, no amendment shall be made that would adversely affect the rights of
a Participant under an Award  theretofore  granted,  without such  Participant's
written consent.

     20.  General Provisions.
          ------------------

               (a)  The  Committee  may require each  Participant  purchasing or
acquiring  shares  pursuant to an Award under the Plan to represent to and agree
with the Company in writing that such  Participant  is acquiring  the shares for
investment and without a view to distribution thereof.

               (b)  All  certificates for shares of Common Stock delivered under
the Plan  pursuant to any Award shall be subject to such  stock-transfer  orders
and other  restrictions  as the  Committee may deem  advisable  under the rules,
regulations,  and other requirements of the Securities and Exchange  Commission,
any stock  exchange  upon which the shares of Common Stock are then listed,  and
any applicable  U.S. or non-U.S.  securities  law, and the Committee may cause a
legend  or  legends  to be put on any  such  certificates  to  make  appropriate
reference to such restrictions. If the Committee determines that the issuance of
shares of Common Stock  hereunder is not in  compliance  with,  or subject to an
exemption  from, any applicable  U.S. or non-U.S.  securities  laws, such shares
shall  not be  issued  until  such  time as the  Committee  determines  that the
issuance is permissible.

               (c)  Following an Initial  Public  Offering,  it is the intent of
the  Company  that  the  Plan  satisfy,  and be  interpreted  in a  manner  that
satisfies,  the  applicable  requirements  of Rule  16b-3 as  promulgated  under
Section 16 of the  Exchange  Act so that  Participants  will be  entitled to the
benefit of Rule 16b-3,  or any other rule  promulgated  under  Section 16 of the
Exchange Act, and will not be subject to short-swing liability under Section 16.
Accordingly,  if the operation of any provision of the Plan would  conflict with
the  intent  expressed  in this  Section  20(c),  such  provision  to the extent
possible  shall  be  interpreted  and/or  deemed  amended  so as to  avoid  such
conflict.
<PAGE>

               (d)  Except  as  otherwise  provided  by  the  Committee  in  the
applicable  grant or Award  agreement,  a Participant  shall have no rights as a
shareholder  with respect to any shares  subject to an Award until a certificate
or certificates evidencing shares shall have been issued to the Participant and,
subject  to  Section  17,  no   adjustment   shall  be  made  for  dividends  or
distributions  or other rights in respect of any share for which the record date
is prior to the date on which  Participant  shall  become  the  holder of record
thereof.

               (e)  The law of the State of New York  shall  apply to all Awards
and  interpretations  under the Plan  regardless  of the effect of such  state's
conflict of laws principles.

               (f)  Where  the  context  requires,  words  in any  gender  shall
include any other gender.

               (g)  Headings  of  Sections  are  inserted  for  convenience  and
reference, they do not constitute any part of this plan.

     21.  Term of Plan. Subject to earlier  termination  pursuant to Section 19,
          ------------
          the Plan shall have a term of 10 years from its Effective Date.

     22.  Effective Date;  Approval of Shareholders.  The Plan is effective upon
          -----------------------------------------
          shareholder   approval  at  the  Company's  first  annual  meeting  of
          shareholders ("Effective Date").

     23.  Reloads.  The Committee  may provide,  at or subsequent to the date of
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          grant of any Option (including without  limitation  Nonqualified Stock
          Options under Section 11 hereof), that in the event a Participant pays
          the option  price of such  option  (in whole or in part) or  satisfies
          his/her  tax  withholding   obligations  (in  whole  or  in  part)  by
          tendering,  Common  Stock  owned by the  Optionee  or having  withheld
          Common Stock otherwise issuable upon exercise,  such Participant shall
          automatically  be granted a reload  option for the number of shares of
          Common Stock used to pay the exercise price or otherwise withheld. The
          reload  option shall be subject to the terms and  conditions  that the
          Committee will in its discretion provide, consistent with the terms of
          the Plan.  The Committee may provide in any award  agreement that if a
          reload  option is granted as set forth above,  one or more  successive
          reload options will be  automatically  granted to an Optionee who pays
          all or part of the exercise price or satisfies his/her tax withholding
          obligations  (in  whole  or in  part) of any  such  reload  option  by
          tendering  Common Stock owned by the  Participant  or having  withheld
          Common Stock otherwise issuable upon exercise of such reload option.

     24.  Shareholders  Agreement.  Prior to an Initial Public Offering, it is a
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          condition to the exercise of any Option granted hereunder or any other
          Award granted  hereunder  that the  Participant  and any of his or her
          permitted transferees agree to be bound by the terms and conditions of
          the Company's shareholders agreement as it may be amended from time to
          time (the  "Shareholders  Agreement").  In any  event,  any  shares of
          Common Stock acquired with respect to any Award made  hereunder  shall
          be subject to the provisions of the Shareholders  Agreement  regarding
          restrictions  on  transfer  and the right of certain  shareholders  to
          compel  sale of  shares of Common  Stock.  A copy of the  Shareholders
          Agreement will be made available upon request.