Exhibit 10.3


                                                               Conformed Copy











                              ACE LIMITED 1998
                          LONG-TERM INCENTIVE PLAN

                 (As Amended Through the Second Amendment)





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                             TABLE OF CONTENTS


SECTION 1   GENERAL............................................................1
      1.1.  Purpose............................................................1
      1.2   Participation......................................................1
      1.3   Operation, Administration, and Definitions.........................1
SECTION 2   OPTIONS AND SARS...................................................2
      2.1   Definitions........................................................2
      2.2   Exercise Price.....................................................2
      2.3   Exercise...........................................................2
      2.4   Payment of Option Exercise Price...................................2
      2.5   Settlement of Award................................................3
SECTION 3   OTHER STOCK AWARDS.................................................3
      3.1   Definitions........................................................3
      3.2   Restrictions on Awards.............................................4
SECTION 4   OPERATION AND ADMINISTRATION.......................................5
      4.1   Effective Date.....................................................5
      4.2   Shares Subject to Plan.............................................5
      4.3   General Restrictions...............................................7
      4.4   Tax Withholding....................................................7
      4.5   Use of Shares .....................................................8
      4.6   Dividends and Dividend Equivalents.................................8
      4.7   Payments...........................................................8
      4.8   Transferability....................................................8
      4.9   Form and Time of Elections.........................................8
     4.10   Agreement With Company.............................................9
     4.11   Action by Company or Subsidiary....................................9
     4.12   Gender and Number..................................................9
     4.13   Limitation of Implied Rights.......................................9
     4.14   Benefits Under Qualified Retirement Plans.........................10
     4.15   Evidence..........................................................10
SECTION 5   CHANGE IN CONTROL.................................................10
SECTION 6   COMMITTEE.........................................................11
      6.1   Administration....................................................11
      6.2   Powers of Committee...............................................11
      6.3   Delegation by Committee...........................................12
      6.4   Information to be Furnished to Committee..........................12
SECTION 7   AMENDMENT AND TERMINATION.........................................12
SECTION 8   DEFINED TERMS.....................................................12


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                              ACE LIMITED 1998
                          LONG-TERM INCENTIVE PLAN

                 (As Amended Through the Second Amendment)

                                 SECTION 1

                                  GENERAL

         1.1. Purpose. The ACE Limited Long-Term Incentive Plan (the
"Plan") has been established by ACE Limited (the "Company") to (i) attract
and retain persons eligible to participate in the Plan; (ii) motivate
Participants, by means of appropriate incentives, to achieve long-range
goals; (iii) provide incentive compensation opportunities that are
competitive with those of other similar companies; and (iv) further
identify Participants' interests with those of the Company's other
shareholders through compensation that is based on the Company's ordinary
shares of stock; and thereby promote the long-term financial interest of
the Company and the Subsidiaries, including the growth in value of the
Company's equity and enhancement of long-term shareholder return.

         1.2. Participation. Subject to the terms and conditions of the
Plan, the Committee shall determine and designate, from time to time, from
among the Eligible Individuals (including transferees of Eligible
Individuals to the extent the transfer is permitted by the Plan and the
applicable Award Agreement), those persons who will be granted one or more
Awards under the Plan, and thereby become "Participants" in the Plan. In
the discretion of the Committee, a Participant may be granted any Award
permitted under the provisions of the Plan, and more than one Award may be
granted to a Participant. Awards may be granted as alternatives to or
replacement of awards granted or outstanding under the Plan, or any other
plan or arrangement of the Company or a Subsidiary (including a plan or
arrangement of a business or entity, all or a portion of which is acquired
by the Company or a Subsidiary).

         1.3. Operation, Administration, and Definitions. The operation and
administration of the Plan, including the Awards made under the Plan, shall
be subject to the provisions of Section 4 (relating to operation and
administration). Capitalized terms in the Plan shall be defined as set
forth in the Plan (including the definition provisions of Section 8 of the
Plan).


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                                 SECTION 2

                              OPTIONS AND SARS

         2.1.  Definitions.
               -----------

(a)      The grant of an "Option" entitles the Participant to purchase
         shares of Stock at an Exercise Price established by the Committee.
         Any Option granted under this Section 2 may be either an incentive
         stock option (an "ISO") or a non-qualified option (an "NQO"), as
         determined in the discretion of the Committee. An "ISO" is an
         Option that is intended to satisfy the requirements applicable to
         an "incentive stock option" described in section 422(b) of the
         Code. An "NQO" is an Option that is not intended to be an
         "incentive stock option" as that term is described in section
         422(b) of the Code.

(b)      A stock appreciation right (an "SAR") entitles the Participant to
         receive, in cash or Stock (as determined in accordance with
         subsection 2.5), value equal to (or otherwise based on) the excess
         of: (a) the Fair Market Value of a specified number of shares of
         Stock at the time of exercise; over (b) an Exercise Price
         established by the Committee.

         2.2. Exercise Price. The "Exercise Price" of each Option and SAR
granted under this Section 2 shall be established by the Committee or shall
be determined by a method established by the Committee at the time the
Option or SAR is granted; except that the Exercise Price shall not be less
than 100% of the Fair Market Value of a share of Stock on the date of grant
(or, if greater, the par value of a share of Stock).

         2.3.  Exercise.  An Option and an SAR shall be exercisable in
accordance with such terms and conditions and during such periods as may be
established by the Committee.

         2.4.  Payment of Option Exercise Price.  The payment of the Exercise
Price of an Option granted under this Section 2 shall be subject to the
following:

(a)      Subject to the following provisions of this subsection 2.4, the
         full Exercise Price for shares of Stock purchased upon the
         exercise of any Option shall be paid at the time of such exercise
         (except that, in the case of an exercise arrangement approved by
         the Committee and described in paragraph 2.4(c), payment may be
         made as soon as practicable after the exercise).

(b)      The Exercise Price shall be payable in cash or by tendering, by
         either actual delivery of shares or by attestation, shares of
         Stock acceptable to the Committee, and valued at Fair Market Value
         as of the day of exercise, or in any combination thereof, as
         determined by the Committee.

(c)      The Committee may permit a Participant to elect to pay the
         Exercise Price upon the exercise of an Option by irrevocably
         authorizing a third party to sell shares of Stock (or a



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         sufficient portion of the shares) acquired upon exercise of the
         Option and remit to the Company a sufficient portion of the sale
         proceeds to pay the entire Exercise Price and any tax withholding
         resulting from such exercise.

         2.5. Settlement of Award. Shares of Stock delivered pursuant to
the exercise of an Option or SAR shall be subject to such conditions,
restrictions and contingencies as the Committee may establish in the
applicable Award Agreement. Settlement of SARs may be made in shares of
Stock (valued at their Fair Market Value at the time of exercise), in cash,
or in a combination thereof, as determined in the discretion of the
Committee. The Committee, in its discretion, may impose such conditions,
restrictions and contingencies with respect to shares of Stock acquired
pursuant to the exercise of an Option or an SAR as the Committee determines
to be desirable.

                                 SECTION 3

                             OTHER STOCK AWARDS

         3.1.  Definitions.
               -----------

(a)      A "Stock Unit" Award is the grant of a right to receive shares of
         Stock in the future.

(b)      A "Performance Share" Award is a grant of a right to receive
         shares of Stock or Stock Units which is contingent on the
         achievement of performance or other objectives during a specified
         period.

(c)      A "Performance Unit" Award is a grant of a right to receive a
         designated dollar value amount of Stock which is contingent on the
         achievement of performance or other objectives during a specified
         period.

(d)      A "Restricted Stock" Award is a grant of shares of Stock, and a
         "Restricted Stock Unit" Award is the grant of a right to receive
         shares of Stock in the future, with such shares of Stock or right
         to future delivery of such shares of Stock subject to a risk of
         forfeiture or other restrictions that will lapse upon the
         achievement of one or more goals relating to completion of service
         by the Participant, or achievement of performance or other
         objectives, as determined by the Committee.



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         3.2.  Restrictions on Awards.  Each Stock Unit Award, Restricted
Stock Award, Restricted Stock Unit Award, Performance Share Award and
Performance Unit Award shall be subject to the following:

(a)      Any such Award shall be subject to such conditions, restrictions
         and contingencies as the Committee shall determine.

(b)      The Committee may designate whether any such Award being granted to
         any Participant is intended to be "performance-based compensation"
         as that term is used in section 162(m) of the Code. Any such
         Awards designated as intended to be "performance-based
         compensation" shall be conditioned on the achievement of one or
         more Performance Measures, to the extent required by Code section
         162(m). The Performance Measures that may be used by the Committee
         for such Awards shall be based on any one or more of the following
         Company, Subsidiary, operating unit or division performance
         measures, as selected by the Committee: gross premiums written;
         net premiums written; net premiums earned; net investment income;
         losses and loss expenses; underwriting and administrative
         expenses; operating expenses; cash flow(s); operating income;
         earnings before interest and taxes; net income; stock price;
         dividends; strategic business objectives, consisting of one or
         more objectives based on meeting specified cost targets, business
         expansion goals, and goals relating to acquisitions or
         divestitures; or any combination thereof. Each goal may be
         expressed on an absolute and/or relative basis, may be based on or
         otherwise employ comparisons based on internal targets, the past
         performance of the Company and/or the past or current performance
         of other companies, and in the case of earnings-based measures,
         may use or employ comparisons relating to capital, shareholders'
         equity and/or shares outstanding, investments or to assets or net
         assets. For Awards under this Section 3 intended to be
         "performance-based compensation," the grant of the Awards and the
         establishment of the Performance Measures shall be made during the
         period required under Code section 162(m).

(c)      If the right to become vested in a Restricted Stock Award or
         Restricted Stock Unit Award granted under this Section 3 is
         conditioned on the completion of a specified period of service
         with the Company or the Subsidiaries, without achievement of
         Performance Measures or other performance objectives being
         required as a condition of vesting, and without it being granted
         in lieu of other compensation, then the required period of service
         for full vesting shall be not less than three years (subject to
         acceleration of vesting, to the extent permitted by the Committee,
         in the event of the Participant's death, disability, retirement,
         change in control or involuntary termination).



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                                 SECTION 4

                        OPERATION AND ADMINISTRATION

         4.1. Effective Date. Subject to the approval of the shareholders
of the Company at the Company's 1999 annual meeting of its shareholders,
the Plan shall be effective as of November 13, 1998 (the "Effective Date");
provided, however, that to the extent that Awards are granted under the
Plan prior to its approval by shareholders, the Awards shall be contingent
on approval of the Plan by the shareholders of the Company at such annual
meeting. The Plan shall be unlimited in duration and, in the event of Plan
termination, shall remain in effect as long as any Awards under it are
outstanding; provided, however, that no Awards may be granted under the
Plan after the ten-year anniversary of the Effective Date.

         4.2.  Shares Subject to Plan.  The shares of Stock for which
Awards may be granted under the Plan shall be subject to the following:

(a)      The shares of Stock with respect to which Awards may be made under
         the Plan shall be currently authorized but unissued shares, or
         shares purchased in the open market by a direct or indirect
         wholly-owned subsidiary of the Company (as determined by the
         Chairman or any Executive Vice President of the Company). The
         Company may contribute to the subsidiary an amount sufficient to
         accomplish the purchase in the open market of the shares of Stock
         to be so acquired (as determined by the Chairman or any Executive
         Vice President of the Company).

(b)      Subject to this subsection 4.2, the number of shares of Stock that
         may be delivered to Participants and their Beneficiaries under the
         Plan shall be 21,252,007.

(c)      To the extent provided by the Committee, any Award may be settled
         in cash rather than Stock. To the extent any shares of Stock
         covered by an Award are not delivered to a Participant or
         beneficiary because the Award is forfeited or canceled, or the
         shares of Stock are not delivered because the Award is settled in
         cash or used to satisfy the applicable tax withholding obligation,
         such shares shall not be deemed to have been delivered for
         purposes of determining the maximum number of shares of Stock
         available for delivery under the Plan.

(d)      If the exercise price of any Option granted under the Plan is
         satisfied by tendering shares of Stock to the Company (by either
         actual delivery or by attestation), only the number of shares of
         Stock issued net of the shares of Stock tendered shall be deemed
         delivered for purposes of determining the maximum number of shares
         of Stock available for delivery under the Plan.

(e)      Subject to paragraph 4.2(f), the following additional maximums are
         imposed under the Plan:

         (i) The maximum number of shares of Stock that may be issued by
         Options intended to be ISOs shall be 8,000,000 shares.

         (ii) The maximum number of shares that may be covered by Awards
         granted to any one individual pursuant to Section 2 (relating to
         Options and SARs) shall be 6,000,000 shares during any
         one-calendar-year period.

         (iii) The maximum number of shares of Stock that may be issued in
         conjunction with Awards granted pursuant to Section 3 (relating to
         Other Stock Awards) shall be 2,000,000 shares.




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         (iv) For Stock Unit Awards, Restricted Stock Awards, Restricted
         Stock Unit Awards and Performance Share Awards that are intended
         to be "performance-based compensation" (as that term is used for
         purposes of Code section 162(m)), no more than 2,000,000 shares of
         Stock may be subject to such Awards granted to any one individual
         during any one-calendar-year period (regardless of when such
         shares are deliverable).

         (v) For Performance Unit Awards that are intended to be
         "performance-based compensation" (as that term is used for
         purposes of Code section 162(m)), no more than $5,000,000 may be
         subject to such Awards granted to any one individual during any
         one-calendar-year period (regardless of when such amounts are
         deliverable).

(f)      In the event of a corporate transaction involving the Company
         (including, without limitation, any stock dividend, stock split,
         extraordinary cash dividend, recapitalization, reorganization,
         merger, consolidation, split-up, spin-off, combination or exchange
         of shares), the Committee may adjust Awards to preserve the
         benefits or potential benefits of the Awards. Action by the
         Committee may include: (i) adjustment of the number and kind of
         shares which may be delivered under the Plan; (ii) adjustment of
         the number and kind of shares subject to outstanding Awards; (iii)
         adjustment of the Exercise Price of outstanding Options and SARs;
         and (iv) any other adjustments that the Committee determines to be
         equitable.





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         4.3.  General Restrictions.  Delivery of shares of Stock or other
amounts under the Plan shall be subject to the following:

(a)      Notwithstanding any other provision of the Plan, the Company shall
         have no liability to deliver any shares of Stock under the Plan or
         make any other distribution of benefits under the Plan unless such
         delivery or distribution would comply with all applicable laws
         (including, without limitation, the requirements of the United
         States Securities Act of 1933), and the applicable requirements of
         any securities exchange or similar entity.

(b)      To the extent that the Plan provides for issuance of stock
         certificates to reflect the issuance of shares of Stock, the
         issuance may be effected on a non-certificated basis, to the
         extent not prohibited by applicable law or the applicable rules of
         any stock exchange.

         4.4. Tax Withholding. All distributions under the Plan are subject
to withholding of all applicable taxes, and the Committee may condition the
delivery of any shares or other benefits under the Plan on satisfaction of
the applicable withholding obligations. Except as otherwise provided by the
Committee, such withholding obligations may be satisfied (i) through cash
payment by the Participant, (ii) through the surrender of shares of Stock
which the Participant already owns, or (iii) through the surrender of
shares of Stock to which the Participant is otherwise entitled under the
Plan; provided, however, that such shares under this clause (iii) may be
used to satisfy not more than the Company's minimum statutory withholding
obligation (based on minimum statutory withholding rates for Federal and
state tax purposes, including payroll taxes, that are applicable to such
supplemental taxable income).




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         4.5. Use of Shares. Subject to the overall limitation on the
number of shares of Stock that may be delivered under the Plan, the
Committee may use available shares of Stock as the form of payment for
compensation, grants or rights earned or due under any other compensation
plans or arrangements of the Company or a Subsidiary, including the plans
and arrangements of the Company or a Subsidiary assumed in business
combinations.

         4.6. Dividends and Dividend Equivalents. An Award (including
without limitation an Option or SAR Award) may provide the Participant with
the right to receive dividend payments or dividend equivalent payments with
respect to Stock subject to the Award (both before and after the Stock
subject to the Award is earned, vested, or acquired), which payments may be
either made currently or credited to an account for the Participant, and
may be settled in cash or Stock as determined by the Committee. Any such
settlements, and any such crediting of dividends or dividend equivalents or
reinvestment in shares of Stock, may be subject to such conditions,
restrictions and contingencies as the Committee shall establish, including
the reinvestment of such credited amounts in Stock equivalents.

         4.7. Payments. Awards may be settled through cash payments, the
delivery of shares of Stock, the granting of replacement Awards, or
combination thereof as the Committee shall determine. Any Award settlement,
including payment deferrals, may be subject to such conditions,
restrictions and contingencies as the Committee shall determine. The
Committee may permit or require the deferral of any Award payment, subject
to such rules and procedures as it may establish, which may include
provisions for the payment or crediting of interest, or dividend
equivalents, including converting such credits into deferred Stock
equivalents. Each Subsidiary shall be liable for payment of cash due under
the Plan with respect to any Participant to the extent that such benefits
are attributable to the services rendered for that Subsidiary by the
Participant. Any disputes relating to liability of a Subsidiary for cash
payments shall be resolved by the Committee.

         4.8.  Transferability.  Except as otherwise provided by the
Committee, Awards under the Plan are not transferable except as designated
by the Participant by will or by the laws of descent and distribution.

         4.9. Form and Time of Elections. Unless otherwise specified
herein, each election required or permitted to be made by any Participant
or other person entitled to benefits under the Plan, and any permitted
modification, or revocation thereof, shall be in writing filed with the
Committee at such times, in such form, and subject to such restrictions and
limitations, not inconsistent with the terms of the Plan, as the Committee
shall require.


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         4.10. Agreement With Company. An Award under the Plan shall be
subject to such terms and conditions, not inconsistent with the Plan, as
the Committee shall, in its sole discretion, prescribe. The terms and
conditions of any Award to any Participant shall be reflected in such form
of written document as is determined by the Committee. A copy of such
document shall be provided to the Participant, and the Committee may, but
need not require that the Participant sign a copy of such document. Such
document is referred to in the Plan as an "Award Agreement" regardless of
whether any Participant signature is required.

         4.11. Action by Company or Subsidiary. Any action required or
permitted to be taken by the Company or any Subsidiary shall be by
resolution of its board of directors, or by action of one or more members
of the board (including a committee of the board) who are duly authorized
to act for the board, or (except to the extent prohibited by applicable law
or applicable rules of any stock exchange) by a duly authorized officer of
such company.

         4.12.  Gender and Number.  Where the context admits, words in any
gender shall include any other gender, words in the singular shall include
the plural and the plural shall include the singular.

         4.13.  Limitation of Implied Rights.

(a)      Neither a Participant nor any other person shall, by reason of
         participation in the Plan, acquire any right in or title to any
         assets, funds or property of the Company or any Subsidiary
         whatsoever, including, without limitation, any specific funds,
         assets, or other property which the Company or any Subsidiary, in
         their sole discretion, may set aside in anticipation of a
         liability under the Plan. A Participant shall have only a
         contractual right to the Stock or amounts, if any, payable under
         the Plan, unsecured by any assets of the Company or any
         Subsidiary, and nothing contained in the Plan shall constitute a
         guarantee that the assets of the Company or any Subsidiary shall
         be sufficient to pay any benefits to any person.

(b)      The Plan does not constitute a contract of employment, and selection
         as a Participant will not give any participating employee or other
         individual the right to be retained in the employ of the Company
         or any Subsidiary or the right to continue to provide services to
         the Company or any Subsidiary, nor any right or claim to any
         benefit under the Plan, unless such right or claim has
         specifically accrued under the terms of the Plan. Except as
         otherwise provided in the Plan, no Award under the Plan shall
         confer upon the holder thereof any rights as a shareholder of the
         Company prior to the date on which the individual fulfills all
         conditions for receipt of such rights.



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         4.14. Benefits Under Qualified Retirement Plans. Except as
otherwise provided by the Committee, Awards to a Participant (including the
grant and the receipt of benefits) under the Plan shall be disregarded for
purposes of determining the Participant's benefits under any Qualified
Retirement Plan and other plans maintained by the Participant's employer.
The term "Qualified Retirement Plan" means any plan of the Company or a
Subsidiary that is intended to be qualified under section 401(a) of the
Code.

         4.15.  Evidence.  Evidence required of anyone under the Plan may
be by certificate, affidavit, document or other information which the
person acting on it considers pertinent and reliable, and signed, made or
presented by the proper party or parties.


                                 SECTION 5

                             CHANGE IN CONTROL

         Subject to the provisions of paragraph 4.2(f) (relating to the
adjustment of shares), and except as otherwise provided in the Plan or the
Award Agreement reflecting the applicable Award, upon the occurrence of a
Change in Control:

(a)      All outstanding Options (regardless of whether in tandem with SARs)
         shall become fully exercisable.

(b)      All outstanding SARs (regardless of whether in tandem with Options)
         shall become fully exercisable.

(c)      All Stock Units, Restricted Stock, Restricted Stock Units,
         Performance Shares, and Performance Units shall become fully vested.




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                                 SECTION 6

                                 COMMITTEE

         6.1. Administration. The authority to control and manage the
operation and administration of the Plan shall be vested in a committee
(the "Committee") in accordance with this Section 6. The Compensation
Committee of the Board shall serve as the "Committee" under the Plan,
except as otherwise determined by the Board. If the Committee does not
exist, or for any other reason determined by the Board, the Board may take
any action under the Plan that would otherwise be the responsibility of the
Committee.

         6.2.  Powers of Committee.  The Committee's administration of the
Plan shall be subject to the following:

(a)      Subject to the provisions of the Plan, the Committee will have the
         authority and discretion to select from among the Eligible
         Individuals those persons who shall receive Awards, to determine
         the time or times of receipt, to determine the types of Awards and
         the number of shares covered by the Awards, to establish the
         terms, conditions, performance criteria, restrictions, and other
         provisions of such Awards, and (subject to the restrictions
         imposed by Section 7) to cancel or suspend Awards.

(b)      To the extent that the Committee determines that the restrictions
         imposed by the Plan preclude the achievement of the material
         purposes of the Awards in jurisdictions outside the United States,
         the Cayman Islands, and Bermuda, the Committee will have the
         authority and discretion to modify those restrictions as the
         Committee determines to be necessary or appropriate to conform to
         applicable requirements or practices of jurisdictions outside of
         the United States, the Cayman Islands, and Bermuda.

(c)      The Committee will have the authority and discretion to interpret
         the Plan, to establish, amend, and rescind any rules and
         regulations relating to the Plan, to determine the terms and
         provisions of any Award Agreement made pursuant to the Plan, and
         to make all other determinations that may be necessary or
         advisable for the administration of the Plan.

(d)      Any interpretation of the Plan by the Committee and any decision
         made by it under the Plan is final and binding on all persons.

(e)      In controlling and managing the operation and administration of
         the Plan, the Committee shall take action in a manner that
         conforms to the Memorandum and Articles of Association of the
         Company, and applicable corporate law.





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<PAGE>



         6.3. Delegation by Committee. Except to the extent prohibited by
applicable law or the applicable rules of a stock exchange, the Committee
may allocate all or any portion of its responsibilities and powers to any
one or more of its members and may delegate all or any part of its
responsibilities and powers to any person or persons selected by it. Any
such allocation or delegation may be revoked by the Committee at any time.

         6.4. Information to be Furnished to Committee. The Company and
Subsidiaries shall furnish the Committee with such data and information as
it determines may be required for it to discharge its duties. The records
of the Company and Subsidiaries as to an employee's or Participant's
employment (or other provision of services), termination of employment (or
cessation of the provision of services), leave of absence, reemployment and
compensation shall be conclusive on all persons unless determined to be
incorrect. Participants and other persons entitled to benefits under the
Plan must furnish the Committee such evidence, data or information as the
Committee considers desirable to carry out the terms of the Plan.


                                 SECTION 7

                         AMENDMENT AND TERMINATION

         The Board may, at any time, amend or terminate the Plan, provided
that no amendment or termination may, in the absence of written consent to
the change by the affected Participant (or, if the Participant is not then
living, the affected beneficiary), adversely affect the rights of any
Participant or beneficiary under any Award granted under the Plan prior to
the date such amendment is adopted by the Board; provided that adjustments
pursuant to subject to paragraph 4.2(f) shall not be subject to the
foregoing limitations of this Section 7.


                                 SECTION 8

                               DEFINED TERMS

         In addition to the other definitions contained herein, the
following definitions shall apply:

(a)      Award. The term "Award" shall mean any award or benefit granted
         under the Plan, including, without limitation, the grant of
         Options, SARs, Stock Unit Awards, Restricted Stock Awards,
         Restricted Stock Unit Awards, Performance Share Awards, and
         Performance Unit Awards.

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

(c)      Change in Control.  The term "Change in Control" shall mean the
         occurrence of any one of the following events:

         (i) any "person," as such term is used in Sections 3(a)(9) and
         13(d) of the United States Securities Exchange Act of 1934,
         becomes a "beneficial owner," as such term is used in Rule 13d-3
         promulgated under that act, of 50% or more of the Voting Stock (as
         defined below) of the Company;

         (ii) the majority of the Board consists of individuals other than
         Incumbent Directors, which term means the members of the Board on
         the Effective Date; provided that any person becoming a director
         subsequent to such date whose election or nomination for election
         was supported by three-quarters of the directors who then
         comprised the Incumbent Directors shall be considered to be an
         Incumbent Director;

         (iii)  the Company adopts any plan of liquidation providing for the
         distribution of all or substantially all of its assets;



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         (iv) all or substantially all of the assets or business of the
         Company is disposed of pursuant to a merger, consolidation or
         other transaction (unless the shareholders of the Company
         immediately prior to such merger, consolidation or other
         transaction beneficially own, directly or indirectly, in
         substantially the same proportion as they owned the Voting Stock
         of the Company, all of the Voting Stock or other ownership
         interests of the entity or entities, if any, that succeed to the
         business of the Company); or

         (v) the Company combines with another company and is the surviving
         corporation but, immediately after the combination, the
         shareholders of the Company immediately prior to the combination
         hold, directly or indirectly, 50% or less of the Voting Stock of
         the combined company (there being excluded from the number of
         shares held by such shareholders, but not from the Voting Stock of
         the combined company, any shares received by Affiliates (as
         defined below) of such other company in exchange for stock of such
         other company).

         For the purpose of this definition of "Change in Control," (I) an
         "Affiliate" of a person or other entity shall mean a person or
         other entity that directly or indirectly controls, is controlled
         by, or is under common control with the person or other entity
         specified and (II) "Voting Stock" shall mean capital stock of any
         class or classes having general voting power under ordinary
         circumstances, in the absence of contingencies, to elect the
         directors of a corporation.

(d)      Code. The term "Code" means the United States Internal Revenue
         Code of 1986, as amended. A reference to any provision of the Code
         shall include reference to any successor provision of the Code.

(e)      Dollars.  As used in the Plan, the term "dollars" or numbers
         preceded by the symbol "$" shall mean amounts in United States
         dollars.

(f)      Eligible Individual. For purposes of the Plan, the term "Eligible
         Individual" shall mean any employee of the Company or a
         Subsidiary, and any consultant, director, or other person
         providing services to the Company or a Subsidiary. An Award may be
         granted to an employee or other individual providing services, in
         connection with hiring, retention or otherwise, prior to the date
         the employee or service provider first performs services for the
         Company or the Subsidiaries, provided that such Awards shall not
         become vested prior to the date the employee or service provider
         first performs such services.

(g)      Fair Market Value. Except as otherwise provided by the Committee,
         the "Fair Market Value" of a share of Stock as of any date shall
         be the closing market composite price for such Stock as reported
         for the New York Stock Exchange - Composite Transactions on that
         date or, if Stock is not traded on that date, on the next
         preceding date on which Stock was traded.

(h)      Subsidiaries. For purposes of the Plan, the term "Subsidiary"
         means any corporation, partnership, joint venture or other entity
         during any period in which at least a fifty percent voting or
         profits interest is owned, directly or indirectly, by the Company
         (or by any entity that is a successor to the Company), and any
         other business venture designated by the Committee in which the
         Company (or any entity that is a successor to the Company) has a
         significant interest, as determined in the discretion of the
         Committee.

(i)      Stock.  The term "Stock" shall mean ordinary shares of stock of the
         Company.



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