AMENDED AND RESTATED
                               CREDIT SUISSE GROUP

                            INTERNATIONAL SHARE PLAN
                              MASTER PLAN DOCUMENT

SECTION 1:        INTRODUCTION

1.1      Purpose. The Amended and Restated Credit Suisse Group International
         Share Plan has been adopted by the Compensation 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 CSG and its subsidiaries (collectively, 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 Amended and
         Restated Credit Suisse Group International Share Plan.

1.2      Definitions. Certain capitalized terms used herein are defined in
         Section 6 hereof.

1.3      Master Plan Document; Supplements.

         (a)  Documents Forming Part of the Share Plan. The Share Plan consists
              of (i) this document (as from time to time amended or
              supplemented, the "Master Plan Document") and (ii) supplements to
              this Master Plan Document, 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 Business Unit Supplement, Award Supplement, and other
              supplement hereto shall be approved by the Group Compensation
              Committee.

         (b)  Adoption of Share Plan. The Amended and Restated Credit Suisse
              Group International Share Plan, including the Option Supplement,
              the Alternative Investment Award Supplement, and the LTIP
              Supplement to this Master Plan Document, was adopted by the Group
              Compensation Committee on January 25, 2001.

         (c)  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 (including, without
              limitation, Longevity Premium Awards and Compensation Awards
              granted in calendar year 2001 with respect to calendar year
              2000). 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 Compensation Committee on February 18, 2000.

1.4      Awards. The Share Plan provides for the grant to key employees of the
         Group of awards that are linked to registered shares, par value Sfr 20
         per share, of CSG ("Registered Shares") or consist of Registered Shares
         (collectively, "Equity Awards"). If provided for in the applicable
         Business Unit Supplement and elected by an eligible Employee in
         accordance with Section 3.2(a)(iii) hereof, Awards may instead consist
         of Alternative Investment Awards or LTIP Awards. Equity Awards,
         Alternative Investment Awards, and LTIP Awards are together "Awards."

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 shall have
         the power to (i) select the level and/or identity of Employees of
         companies in such Business Unit 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 to ensure compliance with local laws and
         regulations applicable to companies in such Business Unit; (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 such Business Unit 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; (v)
         determine whether a particular Participant or group of Participants who
         are Employees of companies in such Business Unit are eligible to elect
         to receive a portion of their Awards under the Plan as Alternative
         Investment Awards or LTIP Awards; and (vi) administer the Share Plan
         insofar as it applies to Participants who are Employees of companies in
         such Business Unit, 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      Forms of Awards.

         (a)  Equity Awards. Each Equity Award shall consist of (i) one
              Registered Share, (ii) an option to acquire one Registered Share
              (and/or a stock appreciation right) ("Option"), (iii) a phantom
              share representing an unsecured contractual right to receive one
              Registered Share ("Phantom Share"), or (iv) another form of a
              right to receive a Registered Share, as determined by the
              responsible Legal Entity Compensation Committee. Certain terms
              and conditions applicable to Options are set out in an Award
              Supplement relating to Options (the "Option Supplement") or may
              be set out in an Award Letter relating thereto.

         (b)  Alternative Investment Awards. Each "Alternative Investment
              Award" shall consist of a unit the value of which varies based on
              an Alternative Investment Factor, which Award may be settled in
              cash or securities. Certain terms and conditions applicable to
              Alternative Investment Awards are set out in an Award Supplement
              relating to Alternative Investment Awards (the "Alternative
              Investment Award Supplement") or may be set out in an Award
              Letter relating thereto.

         (c)  LTIP Awards. Each "LTIP Award" shall consist of a unit
              representing the right to receive cash determined in accordance
              with the valuation principles of the CSAM Long-Term Incentive
              Plan or be in such other form as is determined in accordance with
              the Addendum to the Credit Suisse Asset Management Business Unit
              Supplement - CSAM Long Term Incentive Plan International. Certain
              terms and conditions applicable to LTIP Awards are set out in
              such document, which shall be deemed to be an Award Supplement
              relating to LTIP Awards (the "LTIP Award Supplement") or may be
              set out in an Award Letter relating thereto.

3.2      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.

              (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
                   3.2(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 3.2(a).

             (iii) Awards made pursuant to paragraphs (i) or (ii) of this
                   Section 3.2(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. All
                   Compensation Awards shall be Equity Awards (the portion
                   thereof, if any, to consist of Options to be determined as
                   set forth in the applicable Business Unit Supplement),
                   except that, if and to the extent provided in the applicable
                   Business Unit Supplement, a Participant may elect to receive
                   a percentage of his or her Compensation Awards for any year
                   as Alternative Investment Awards and, if and to the extent
                   provided in the applicable Business Unit Supplement, an
                   Employee will receive a percentage of his or her
                   Compensation Awards as LTIP Awards.

         (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 3.2(b) are
              "Longevity Premium Awards." All Longevity Premium Awards shall
              take the form of Equity Awards (but not Options) except that, if
              and to the extent provided in the applicable Business Unit
              Supplement, Longevity Premium Awards may take the form of LTIP
              Awards. Longevity Premium Awards shall be in addition to an
              Employee's total annual compensation and shall not be accounted
              for as part of a Business Unit's bonus pool.

         (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, the applicable Business Unit Supplement, an Award
              Supplement, or other supplement hereto, 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
              3.2(c) are "Special Awards." Special Awards shall take the form
              of Equity Awards unless otherwise provided in the Award Letter
              relating thereto.

SECTION 4:        TERMS OF AWARDS

4.1      Terms of Certain Awards. The terms generally applicable to all forms of
         Awards are set forth in this Section 4. Terms and conditions specific
         to particular types of Awards may be set out in the Award Supplements
         relating thereto, including the Option Supplement, the Alternative
         Investment Award Supplement, and the LTIP Award Supplement, or in the
         Award Letter relating thereto.

4.2      Dividends and Dividend Equivalents. Except as otherwise set forth in a
         Business Unit Supplement, Award Supplement, or other supplement hereto
         or an Award Letter, upon any declaration of a dividend on Registered
         Shares, each Participant who holds an Award consisting of a restricted
         Registered Share shall be entitled to receive such dividend and each
         Participant who holds another form of Equity Award, other than an
         Option, 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 on
         Registered Shares 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. A Participant shall not be entitled to receive
         dividends or Dividend Equivalents on Awards consisting of Options,
         Alternative Investment Awards, or LTIP Awards.

4.3      Settlement of Compensation Awards and Longevity Premium Awards. The
         Settlement of Compensation Awards (other than Options) and Longevity
         Premium Awards shall take place at the times set out below, subject,
         however, to Section 4.5. The Settlement of Awards consisting of Options
         shall take place at the times and to the extent set forth in the Option
         Supplement or an Award Letter relating thereto, subject, however, to
         the provisions of Section 4.5.

         (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, 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 of employment prior
             to the Scheduled Settlement Date of Compensation Awards or
             Longevity Premium Awards granted for any year, 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 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, 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 shall take place
     at the times specified and subject to the conditions in the Award Letter
     relating thereto.

4.5      Other Terms and Conditions of Settlement.

         (a)  Additional Condition to Settlement. Anything else herein to the
              contrary notwithstanding, it will be an additional condition to
              the 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 Settlement thereof is otherwise
              required to take place pursuant to Sections 4.3 or 4.4 above:

              (i)  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

              (ii) 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.

         (b)  Reversion of Awards. In all cases in which the Settlement of
              Awards is not specifically provided for hereunder, such Awards
              shall revert to the Group and the Participant shall have no
              further rights with respect thereto.

         (c)  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 Equity Awards (other than
              Options, 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 Registered Shares 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 an Equity Award consisting of a Registered
              Share, all restrictions on the transfer thereof pursuant to
              Section 4.6 hereof shall be deemed to have lapsed; upon the
              Settlement of an Equity Award consisting of an Option, such
              Option shall become exercisable for a Registered Share that is
              not subject to such transfer restrictions; upon the Settlement of
              an 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
              Registered Share that is not subject to such transfer
              restrictions; or Settlement of an Award (including an Alternative
              Investment Award or LTIP 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 Equity Awards may not be registered under the
              United States Securities Act of 1933, as amended (the "Securities
              Act"), and, in the event such Registered Shares have not been so
              registered, may not 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 the Group 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.

4.7      Transferability. 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.

SECTION 5:        GENERAL PROVISIONS

5.1      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 Equity 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 Registered Shares. No fractional Awards shall be
              awarded and no fractional Registered Shares shall be issued upon
              the Settlement of Awards.

5.2      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) the Awards that are
              outstanding hereunder shall continue in effect in accordance with
              their respective terms and each such Award that is an Equity
              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 conditions and/or
              Settlement of all 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 Employees.

         (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 of CSG 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 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.

5.3      Withholding. The Group shall have the right (jointly and severally) on
         behalf of any Participant to apply any Registered Shares held or
         receivable or received by such Participant upon or after Settlement of
         his or her Equity Awards, or to sell such Registered Shares 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.

5.4      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 Equity Awards from fluctuations in currency or movements
         between Swiss francs and the designated currency of such facility.

5.5      No Right to Awards or to Employment. No person shall have any claim or
         right to be granted an Award. The grant of an Award shall not be
         construed as giving a Participant an entitlement to any future Awards
         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.

5.6      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 Business Unit Supplement or Award 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.

5.7      Shareholder Rights. No holder of an Equity Award (other than an Equity
         Award consisting of a Registered Share) shall have any rights of a
         shareholder of CSG or any subsidiary thereof. Holders of actual
         Registered Shares received upon Settlement of Equity Awards shall have
         all rights of shareholders as to such Registered Shares. No holder of
         an Alternative Investment Award or LTIP Award shall have any rights of
         a shareholder of CSG or any subsidiary thereof.

5.8      Award Letters. Each grant to a Participant of an Award hereunder 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 the applicable Business Unit Supplement, any applicable
         Award Supplement, and any other applicable supplement hereto), and
         setting forth such specific provisions, not inconsistent with the terms
         of the Share Plan (including the applicable Business Unit Supplement,
         any applicable Award Supplement, and any other applicable supplement
         hereto), 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, the applicable Business Unit Supplement, any
         applicable Award Supplement, and any other applicable supplement
         hereto) 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
         herein.

5.9      Application of Registered Shares. The Group shall have the right to
         apply the Registered Shares receivable by a Participant upon Settlement
         of an Equity Award (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.

5.10     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.

5.11     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.

5.12     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 5.12.

5.13     Effective Date. The Share Plan shall be effective as of January 1,
         2001.

SECTION 6:        DEFINITIONS

         "Alternative Investment Award" has the meaning ascribed thereto in
         Section 3.1(b).

         "Alternative Investment Award Supplement" has the meaning ascribed
         thereto in Section 3.1(b).

         "Alternative Investment Factor" means a rate that is based on the
         increase or decrease in the value of property designated by the Group
         Compensation Committee or its designee.

         "Award" has the meaning ascribed thereto in Section 1.4.

         "Award Letter" has the meaning ascribed thereto in Section 5.8.

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

         "Business Unit" means each of the business units of the Group, namely,
         the Credit Suisse Private Banking, Credit Suisse Asset Management,
         Credit Suisse First Boston business units, the business units allocated
         to the Credit Suisse Financial Services business area 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.

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

         "Cause" means, in the case of any Participant, such Participant's
         willful misconduct or gross negligence in the performance of his or her
         duties; 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); fraud, dishonesty, or any other improper conduct that
         causes, or has the potential to cause, harm to the Group, its business,
         or its 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; 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 (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;
         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
         3.2(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 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, 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 14 days of receipt of such application.

         "Corporate Change" has the meaning ascribed thereto in Section 5.1(a).

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

         "Credit Suisse Group Swiss Share Plan" means the Credit Suisse Group
         Swiss Share Plan as adopted by the Group Compensation Committee on
         January 25, 2001.

         "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.

         "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.

         "Equity Awards" has the meaning ascribed thereto in Section 1.4.

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

         "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 and Credit Suisse Asset Management Business
         Units, the Compensation Committee of the Board of Directors of Credit
         Suisse First Boston, a Swiss bank; (ii) in respect of the Credit Suisse
         and Credit Suisse Private Banking Business Units, the Compensation
         Committee of the Board of Directors of Credit Suisse, a Swiss bank;
         (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
         3.2(b).

         "LTIP Award" has the meaning ascribed thereto in Section 1.4.

         "LTIP Award Supplement" has the meaning ascribed thereto in Section
         3.1(c).

         "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.

         "Option" has the meaning ascribed thereto in Section 3.1(a).

         "Option Supplement" has the meaning ascribed thereto in Section 3.1(a).

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

         "Phantom Share" has the meaning ascribed hereto in Section 3.1(a).

         "Registered Shares" has the meaning ascribed thereto in Section 1.4.

         "Scheduled Settlement Date" has the meaning ascribed thereto in
         Section 4.3(a).

         "Securities Act" has the meaning ascribed thereto in Section 4.6(b).

         "Settlement" means, (x) with respect to any Equity Award, (i) the lapse
         of the restrictions set out in Section 4.7 on the transfer of such
         Award in the case of an Award consisting of a Registered Share; (ii)
         the Option becomes exercisable in the case of an Award consisting of an
         Option; (iii) 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 (iv) 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 Business Unit
         Supplement, Award Supplement, or other applicable supplement hereto,
         and (y) with respect to any Alternative Investment Award or LTIP Award,
         such event as results in the holder of such Award becoming entitled to
         receive, in lieu of the Alternative Investment Award or LTIP Award,
         cash, securities, or such other consideration as may be provided in the
         applicable Business Unit Supplement, Award Supplement, or other
         applicable supplement hereto or any Award Letter relating to such
         Award.

         "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.

         "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 Amended and Restated 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 hereto 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 14 days of receipt of such application.

         "Special Award" has the meaning ascribed thereto in Section 3.2(c).

         "Transaction Consideration" has the meaning ascribed thereto in
         Section 5.2(a).
<PAGE>


                              AMENDED AND RESTATED
                               CREDIT SUISSE GROUP
                            INTERNATIONAL SHARE PLAN

                 ALTERNATIVE INVESTMENT AWARD SUPPLEMENT TO THE
                              MASTER PLAN DOCUMENT

SECTION 1:        INTRODUCTION

1.1      Purposes. The Master Plan Document (the "Master Plan Document")
         relating to the Amended and Restated Credit Suisse Group International
         Share Plan (the "Share Plan") adopted by the Compensation Committee of
         the Board of Directors (the "Group Compensation Committee") of Credit
         Suisse Group provides, in Section 1.3 thereof, for the adoption of such
         Award Supplements to the Master Plan Document setting 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. The Share Plan provides certain eligible
         Employees with the right to elect, pursuant to Section 3.2(a)(ii) of
         the Master Plan Document, to receive a portion of their Awards in the
         form of Alternative Investment Awards. This Alternative Investment
         Award Supplement to the Share Plan (the "Alternative Investment Award
         Supplement") sets forth the terms and conditions applicable to Awards
         that are granted pursuant to the Share Plan in the form of Alternative
         Investment Awards. This Alternative Investment Award Supplement has
         been adopted by the Group Compensation Committee as of January 25,
         2001.

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, 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 has elected 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 elects 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 or 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.

3.3      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>


                              AMENDED AND RESTATED
                               CREDIT SUISSE GROUP
                            INTERNATIONAL SHARE PLAN

                            OPTION SUPPLEMENT TO THE
                              MASTER PLAN DOCUMENT

SECTION 1:  INTRODUCTION

1.1      Purpose. The Master Plan Document relating to the Credit Suisse Group
         International Share Plan (the "Share Plan") adopted by the Compensation
         Committee of the Board of Directors (the "Group Compensation
         Committee") of Credit Suisse Group ("CSG") provides, in Section 1.3
         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. The Share
         Plan provides for the grant to key employees of the Corporation of
         Awards that may, in certain instances, consist of options to purchase
         Registered Shares ("Options"). This Option Supplement (the "Option
         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. This Option Supplement has been adopted by
         the Group Compensation Committee as of 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 300,000 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)  Each Option shall be exercisable on such date or dates, during
              such period and for such number of Registered Shares as set forth
              in paragraph (b) of this Section 2.3 and 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 (g) 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 Compensation Awards for
              any year 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. For these purposes and purposes of Section
              2.3(h) 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 Compensation Awards consisting
              of Options shall take place if and to the extent provided below.

                   (w) 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.

                   (x) If 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)  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)  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)  Registered Shares transferred to a Participant upon the exercise
              of an Option have not been and may not be registered under the
              United States Securities Act of 1933, as amended (the "Securities
              Act"), and, if not so registered, may not 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 the Corporation
              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
              or the rules or regulations of any exchange on which Registered
              Shares are traded.

         (g)  Except as expressly provided in this Section 2.3(g), 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.

         (h)  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.

SECTION 3:  ADJUSTMENTS

3.       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 the Corporation, 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.

         (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>

                              AMENDED AND RESTATED
                               CREDIT SUISSE GROUP
                            INTERNATIONAL SHARE PLAN

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

SECTION 1:        INTRODUCTION

1.1      Purpose. The Master Plan Document (the "Master Plan Document") relating
         to the Amended and Restated Credit Suisse Group International Share
         Plan (the "Share Plan") adopted by the Compensation Committee of the
         Board of Directors (the "Group Compensation Committee") of Credit
         Suisse Group ("CSG") provides, in Section 1.3 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
         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, 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 award a
         portion of the total compensation of their Employees other than Vice
         Presidents designated in accordance with the Master Plan Document by
         way of the grant of Compensation Awards to such Employees in accordance
         with Section 3.2(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 permit eligible
         Employees who are Vice Presidents 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 3.2(a)(ii) of
         the Master Plan Document, subject to such terms and conditions as the
         Employer may specify.

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 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 Employee at any time shall be determined by the Group
         Compensation Committee and to equal, except as otherwise determined by
         the Group Compensation Committee, not more than 25% of the number of
         Compensation Awards granted to such Employee at such time. All
         Longevity Premium Awards shall take the form of Equity Awards (but
         shall not consist of Options).

SECTION 5:        OPTIONS

5.1      Grant of Options. A portion of Compensation Awards granted for any year
         to Employees of companies in the Credit Suisse First Boston who are at
         or above a designated level shall be awarded in the form of Options.
         Such portion, the level of Employees who are eligible to receive
         Options, and the method of valuing Options for this purpose shall be
         determined by the Group Compensation Committee and notified to eligible
         Employees.

SECTION 6:  ALTERNATIVE INVESTMENT AWARDS

6.1      Alternative Investment Award Election. Each year during the term of the
         Share Plan, Employers in the Credit Suisse First Boston Business Unit
         may permit eligible Employees above the level of Vice President to
         elect to receive a portion of their prospective Compensation Awards for
         such year in the form of Alternative Investment Awards in accordance
         with Section 3.2(a)(iii) of the Master Plan Document, subject to such
         terms and conditions as the Employer may specify. Such portion and the
         level of Employees who are eligible to elect to receive Alternative
         Investment Awards shall be determined by the Group Compensation
         Committee and notified to eligible Employees.

SECTION 7:        MODIFICATIONS TO MASTER PLAN DOCUMENT

7.1      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 for purposes of Section 4.3 of
              the Master Plan Document instead of the meaning set out in
              Section 6 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
              her intention 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 8:        Consent to Jurisdiction

8.1      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
         8.2 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.

8.2      Appointment of Agent. Each Participant shall irrevocably appoint Credit
         Suisse First Boston Corporation, currently located at Eleven Madison
         Avenue, New York, NY 10010-3629, 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.

8.3      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 8 against any
         Participant or any Participant's property in the courts of any other
         jurisdiction.

8.4      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 9:        Arbitration

9.1      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.

9.2      Participants Not Subject to Dispute Resolution Programs. With respect
         to each Participant not referred to in Section 9.1 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 9.2. 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.

9.3      Notice of Arbitration; Appointment of Tribunal. In the event of any
         such dispute referred to in Section 9.2, 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.

9.4      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.

9.5      Application of Decision. No proceeding pursuant to this Section 9 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 9 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 9 and the Group shall not be deemed to
         have waived any of its rights under this Section 9 by seeking such
         equitable relief.

9.6      Fees and Expenses. The costs for any proceeding described in Section
         9.2 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.

SECTION 10:       Compliance with U.S. FEDERAL SECURITIES laws

10.1     Representations. Each Participant in the Plan will be deemed to
         represent and warrant that: (a) any Awards or Registered Shares
         acquired or received pursuant to the Share Plan are being acquired for
         the Participant's own account, for investment purposes only and not
         with a view to or in connection with any distribution, reoffer, resale,
         public offering, or other disposition thereof not in compliance with
         the United States Securities Act of 1933 and the rules and regulations
         thereunder or any other applicable United States federal or state
         securities laws or regulations or any other non-U.S. or local law or
         regulation; (b) the Participant has had access to all of the
         information with respect to the Group and the Registered Shares that
         such Participant deems necessary to make a complete evaluation thereof,
         including a copy of both the Master Plan Document and the Credit Suisse
         First Boston Business Unit Supplement, and the Participant has had the
         opportunity to question the Group concerning such information; (c) in
         the case of each Participant who makes an election to receive Awards,
         the Participant`s decision to acquire such Awards and Registered Shares
         for investment has been based solely upon the evaluation made by such
         Participant and not on any representations or statements made by CSG,
         any of its affiliates or any employee or agent thereof, and (d) the
         Participant is aware that the Registered Shares are not traded on any
         securities exchange in the United States and there is no market for the
         Registered Shares in the United States.


<PAGE>



                                   Appendix A

                           CREDIT SUISSE FIRST BOSTON

                         Share Compensation Table(1)(1)



                                      $ Deferred    $ Effective    % Effective
 Bonus(2)                % Deferred     at Top(2)    Deferral(2)      Deferral
--------------------------------------------------------------------------------
                         MDR & DIR      MDR & DIR      MDR & DIR     MDR & DIR
                         ---------      ---------      ---------     ---------

$0-250                     10.0%          $25.00        $25.00         10.0%

251-500                    20.0%          $50.00        $75.00         15.0%

501-750                    22.5%          $56.25        $131.25        17.5%

751-1000                   25.0%          $62.50        $193.75        19.4%

1001-2000                  27.5%         $275.00        $468.75        23.4%

2001-3000                  30.0%         $300.00        $768.75        25.6%

3001-4000                  32.5%         $325.00       $1,093.75       27.3%

4001-5000                  35.0%         $350.00       $1,443.75       28.9%

5001-6000                  37.5%         $375.00       $1,818.75       30.3%

6001-7000                  40.0%         $400.00       $2,218.75       31.7%

7000+
(total deferred at 40%)    40.0%                                       40.0%

(1)  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.