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                                                                    Exhibit 10.6

                              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


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            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


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            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


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                  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.


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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 or consists of a termination
                  of employment by the Group without Cause, 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.

            (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.


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                        (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


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                        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.


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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


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            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


                                       9
<PAGE>


            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


                                       10
<PAGE>


            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


                                       11
<PAGE>


      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


                                       12
<PAGE>


      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.


                                       13
<PAGE>


      "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.


                                       14
<PAGE>


      "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.


                                       15
<PAGE>


      "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).


                                       16
<PAGE>


      "TRANSACTION CONSIDERATION" has the meaning ascribed thereto in Section
      5.2(a).


                                       17


<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


                                       1
<PAGE>


      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


                                       2
<PAGE>


            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.


                                       3
<PAGE>


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.


                                       4
<PAGE>


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.


                                       5
<PAGE>


                                   APPENDIX A



                           CREDIT SUISSE FIRST BOSTON



SHARE COMPENSATION TABLE(1)1





<TABLE>
<CAPTION>
                                                $ Deferred     $ Effective     %Effective
Bonus(2)                         %Deferred       at Top(2)     Deferral(2)     Deferral
------------------------------------------------------------------------------------------
                                  MDR & DIR      MDR & DIR      MDR & DIR      MDR & DIR
------------------------------------------------------------------------------------------
<S>                                  <C>          <C>           <C>              <C>
$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%

</TABLE>


(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.


<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


                                       1
<PAGE>


            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


                                       2
<PAGE>


                  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


                                       3
<PAGE>


            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


                                       4
<PAGE>


            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-


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<PAGE>


            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.


                                       6

<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


<PAGE>


            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).


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