ISPAT International N.V.
                            Global Stock Option Plan

                          Effective September 15, 1999


                         (as amended February 17, 2003)








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Contents



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Article 1.  Establishment, Objectives, and Duration                            1

Article 2.  Definitions                                                        1

Article 3.  Administration                                                     3

Article 4.  Shares Subject to the Plan                                         3

Article 5.  Eligibility and Participation                                      3

Article 6.  Awards                                                             4

Article 7.  General Provisions                                                 6





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The ISPAT International N.V. Global Stock Option Plan

Article 1. Establishment, Objectives, and Duration

         1.1    Establishment of the Plan. ISPAT International N.V.,
incorporated under the laws of the Netherlands, (hereinafter referred to as the
"Company"), hereby establishes a worldwide stock option plan to be known as "The
ISPAT International N.V. Global Stock Option Plan" (hereinafter referred to as
the "Plan"), as set forth herein.

         1.2    Purpose. The purpose of the Plan is to advance the interests of
the Company by giving certain key employees a stake in the Company's future
growth and success, to increase such employees' focus on the Company's stock
price, and to strengthen the alignment of interest between such employees and
the Company's shareholders through the increased ownership of shares of the
Company's common stock.

         1.3    Duration of the Plan. The Plan shall become effective as of
September 15, 1999 (the "Effective Date"). The Plan shall terminate on September
14, 2009. No Award may be granted after the termination date of the Plan, but
Awards theretofore granted shall continue in force beyond that by a Participant
pursuant to an Option.

Article 2. Definitions

         Whenever used in the Plan, the following terms shall have the meanings
set forth below, and when the meaning is intended, the initial letter of the
word shall be capitalized:

        2.1    "Affiliate" means any entity in which the Company has an
               ownership interest of fifty percent (50%) or more.

        2.2    "Amsterdam Shares" means Class A Shares in bearer form traded
               on the Amsterdam Stock Exchange.

        2.3    "Award" means a grant of an Option or a SAR under the Plan.

        2.4    "Award Period" means (i) the period commencing on and ending
               forty-two (42) days after September 15, 1999; and (ii)
               thereafter, a period commencing on and ending forty-two (42) days
               after the announcement of the results for the second quarter or
               the fourth quarter of the Company's financial years; provided
               that, if the Company is prevented by statute, order, regulation
               or government directive or insider dealing rules from granting
               Awards within any such periods then the Committee may grant
               Awards within the period of twenty-one (21) days after the
               lifting of such restriction. The Committee may grant an Award
               outside these periods in order to recruit or retain an Eligible
               Employee.

        2.5    "Board" or "Board of Directors" means the Managing Board
               (Directle) of the Company.

        2.6    "Committee" means the Plan Administration Committee of the
               Board or such other committee appointed by the Board to
               administer the Plan.




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        2.7    "Common Stock" means the Class A Shares, par value NLG 0.01*
               per share, of the Company.

        2.8    "Designated Broker" means the Donaldson, Lufkin & Jenrette
               Company, or any such other institution that the Board may
               designate from time to time.

        2.9    "Disability" or "Disabled" means qualifying for benefits
               under a long-term disability pay plan maintained by the Company
               of any Affiliate, or as required by or available under applicable
               law, or in the absence of any such plan or law, as determined by
               the Committee.

        2.10   "Eligible Employee" means senior management at the Company
               or any of its Affiliates.

        2.11   "Fair Market Value" means the average of the high and low
               prices of a share of Common Stock on the New York Stock Exchange
               on the last day on which a trade occurred preceding the relevant
               date, or as otherwise determined by the Committee.

        2.12   "Grant Date" means such date, as determined by the
               Committee, upon which Awards are granted to Participants pursuant
               to the terms of this Plan.

        2.13   "New York Shares" means Class A Shares in registered form on
               the register maintained by the Company's Transfer Agent and
               traded on the New York Stock Exchange.

        2.14   "Option" means a right to purchase a specified number of
               shares of Common Stock at the Option Exercise Price.

        2.15   "Option Exercise Price" means the price at which a share of
               Common Stock may be purchased by a Participant pursuant to an
               Option

        2.16   "Participant" means an Eligible Employee who is an employee
               (including a director or an officer) of the Company or any of its
               Affiliates and who has been selected by the Committee, in its
               sole discretion, to receive an Award or who has outstanding an
               Award granted under the Plan, or where the context so requires, a
               former Eligible Employee or any person becoming entitled to any
               such Award in consequence of the death of the original
               Participant.

        2.17   "Retirement" means, strictly for purpose of this Plan,
               retirement at age 60, or otherwise with the consent of the
               Committee.

        2.18   "Rotterdam Shares" means Class A Shares in registered form
               registered in the Rotterdam Register.

        2.19   "SAR" means an Award pursuant to which the Participant
               receives a right to a cash settlement payment upon exercise equal
               to the excess of the Fair Market Value of one share of Common
               Stock on the date of exercise over the SAR Exercise Price
               multiplied by the number of SARs granted.



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* The par value of the Class A Shares was changed to Euro 0.01 on December 31,
2001

        2.20   "SAR Exercise Price" shall have the meaning ascribed to such term
               in Section 6.1(b).

        2.21   "Transfer Agent" means the Bank of New York, or any such other
               institution that the Board may designate from time to time.

Article 3. Administration

         The Plan and all Awards granted pursuant hereto shall be administrated
by the Committee. The Committee may, from time to time, adopt rules and
regulations for carrying out the provisions and purposes of the Plan. The
Committee, in its absolute discretion, shall have the power to interpret and
construe the Plan; provided, however, that the Committee or the Board may
designate persons other than members of the Committee to carry out such
responsibilities of the Committee under the Plan as it may deem appropriate. Any
interpretation or construction of any provision of this Plan by the Committee
shall be final and conclusive upon all parties. No member of the Committee or
the Board shall be liable for any action or determination made hereunder in good
faith.

Article 4.  Shares Subject to the Plan

         4.1    Number of Shares Available for Awards. The number of shares of
Common Stock available with respect to all Awards granted under the Plan shall
not exceed ten million (10,000,000) in the aggregate, subject to adjustment
under Section 4.2 herein.

         4.2    Changes in Capitalization. In the event there are any changes in
the Common Stock or the capitalization of the Company through a corporate
transaction, such as any merger, any acquisition through the issuance of Common
Stock, any consolidation, any separation of the Company (including a spin-off or
other distribution of Common Stock), any reorganization of the Company, or any
partial or complete liquidation of the Company, recapitalization, stock
dividend, stock split or other change in the corporate structure of the Company,
appropriate adjustments and changes shall be made by the Committee, to the
extent necessary to preserve the benefit to the Participant contemplated hereby,
to reflect such changes in (a) the aggregate number of shares of Common Stock
subject to the Plan; (b) the number of shares of Common Stock for which Awards
may be granted or awarded to any Participant; (c) the number of Options and the
Option Exercise Price with respect to outstanding Options; (d) the number of
SARs and the SAR Exercise Price with respect to outstanding SARs; and (e) such
other provisions of the Plan as may be necessary and equitable to carry out the
foregoing purposes.

Article 5.  Eligibility and Participation

         An Award may be granted by the Committee, in its discretion, only to an
Eligible Employee who is actively employed (including appointed as a director or
an officer) by the Company or any Affiliate on the Grant Date. The granting of
Awards under the terms of this Plan is made at the sole discretion of the
Committee and does not entitle a Participant to receive future Awards. The
adoption of this Plan shall not be deemed to give any Eligible Employee any
right to be granted an Award, except to the extent as may be determined by the
Committee.



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Article 6. Awards

         6.1    Awards. The Award to each Participant under the Plan shall
consist of either Options, or SARs. The Committee shall determine (a) the number
of shares of Common Stock to be covered by each Award; (b) when Awards are first
exercisable and the period of exercise; (c) the exercise price; and (d) any
withholding requirements. An Award may only be granted in an Award Period. The
Award shall be evidenced by the issue of a certificate in a form as may be
amended by the Committee from time to time and which shall contain details of
the number of shares of Common Stock covered by the Award and the terms and
conditions of the Award. No consideration shall be payable for the Award.

         (a)      Term of Award. The term of each Award shall be no more then
                  ten (10) years from the Grant Date, except as provided in
                  Section 6.1(h).

         (b)      Exercise Price. The Option Exercise Price, or the SAR Exercise
                  Price with respect to SARs, shall be not less than the Fair
                  Market Value of the Common Stock on the Grant Date.
                  Notwithstanding the immediately preceding sentence, the Option
                  Exercise Price or the SAR Exercise Price, as the case may be,
                  may never be less than the par value of the Common Stock.

         (c)      Limitations on Exercise. Awards do not provide the Participant
                  with any rights or interests until they vest and become
                  exercisable in accordance with the following:

                  (i)      An Award shall vest in its entirety upon the
                           Participant's termination of employment due to death,
                           Disability, or Retirement; or

                  (ii)     Otherwise, one-third of the Award shall vest, on a
                           cumulative basis, upon each of the first, second, and
                           third anniversaries of the Grant Date, provided the
                           Participant has continued in the employment of the
                           Company or an Affiliate through such anniversary or
                           anniversaries.

                  Awards which are exercisable at the time of termination of
                  employment continue to be exercisable until terminated as
                  described in Section 6.1(d).

                  Awards which are not and do not become exercisable at the time
                  of the Participant's termination of employment shall,
                  coincident therewith, terminate and be of no force or effect.

         (d)      Termination of Awards. Except as otherwise provided under the
                  terms of an Award, the Awards, which become exercisable as
                  provided in Section 6.1(c) above, shall terminate and be of no
                  force or effect as follows:

                  (i)      If the Participant's employment terminates during the
                           term of an Award by reason of death, Disability, or
                           Retirement, the Award terminates and has no force or
                           effect upon the earlier of (a) three (3) years after
                           the date of termination, or (b) the expiration of the
                           term of the Award as provided in Section 6.1(a);


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                  (ii)     If the Participant's employment terminates during the
                           term of an Award for any other reason, the Award
                           terminates and has no force or effect upon the
                           earlier of (a) three (3) months after the date of
                           termination, or (b) the expiration of the term of the
                           Award as provided in Section 6.1 (a); and

                  (iii)    If the Participant continues in the employ of the
                           Company or an Affiliate through the term of an Award,
                           the Award terminates and has no force or effect upon
                           the expiration of its term as provided in Section
                           6.1(a).

         (e)      Nontransferability. No Award granted under the Plan may be
                  sold, transferred, pledged, assigned, or otherwise alienated
                  or hypothecated, other than by will or by the laws of descent
                  and distribution. Further, all Awards granted to a Participant
                  under the Plan shall be exercisable during his or her lifetime
                  only by such Participant.

         (f)      Exercise of Options. Options may be exercised by delivery of
                  written irrevocable election to exercise to the Designated
                  Broker, with a copy to the General Manager for Finance of the
                  Company. Such election: (a) shall be signed by the Participant
                  or his or her legal representative; (b) shall specify the
                  number of Options being exercised and thus the number of full
                  shares of Common Stock then elected to be purchased with
                  respect to the Options; and (c) shall be accompanied by
                  payment in full of the Option Exercise Price for the shares of
                  Common Stock to be purchased.

                  Options shall not be exercised and shares of Common Stock
                  shall not be delivered, transferred, sold, or offered in or
                  from the Netherlands. The shares of Common Stock delivered to
                  a Participant who has exercised his or her option shall be New
                  York Shares, and shall not be exchangeable, in whole or in
                  part, against Amsterdam Shares or Rotterdam Shares.

                  As promptly as practicable after receipt of the election to
                  exercise, the Transfer Agent shall cause to be issued and
                  delivered to the Participant or his or her legal
                  representative, as the case may be, certificates for the
                  shares of Common Stock so purchased. Such certificates shall
                  be issued in the Participant's name (or, at the discretion of
                  the Participant, jointly in the names of the Participant and
                  the Participant's spouse).

                  The Option Exercise Price shall be payable in full either: (a)
                  in cash or its equivalent (acceptable cash equivalents shall
                  be determined at the sole discretion of the Committee); or (b)
                  by tendering previously acquired shares of Common Stock having
                  an aggregate Fair Market Value at the time of exercise equal
                  to the total Option Exercise Price (provided that the shares
                  of Common Stock which are tendered must have been held by the
                  Participant for at least six months prior to their tender to
                  satisfy the Option Exercise Price); or (c) by a combination of
                  (a) and (b).



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                  Subject to the approval of the Committee (as defined in the
                  Plan), the Participant may be permitted to exercise pursuant
                  to a "cashless exercise" procedure, as permitted under United
                  States Federal Reserve Board's Regulation T, subject to
                  securities law restrictions, or by any other means which the
                  Committee, in its sole discretion, determines to be consistent
                  with the Plan's purpose and applicable law.

         (g)      Stock Appreciation Rights. The Committee may grant SARs in
                  lieu of Options under the Plan.

                  SARs may be exercised by delivery of an irrevocable election
                  to exercise to the Designated Broker, with a copy to the
                  General Manager for Finance. Such election: (a) shall be
                  signed by the Participant or his or her legal representative,
                  and (b) shall specify the number of SARs being exercised. As
                  promptly as practicable after receipt of the election to
                  exercise, the Participant or his or her legal representative,
                  as the case may be, shall be paid a cash settlement payment
                  equal to the difference between the SAR Exercise Price and the
                  Fair Market Value of the Common Stock on the date of exercise
                  multiplied by the number of SARs being exercised.

         (h)      Additional Terms. The Board may, in its discretion: (a)
                  establish local country plans as subplans to this Plan, each
                  of which may be attached as an Appendix hereto; and (b) take
                  any action, before or after an Award is made, which it deems
                  advisable to obtain or comply with any necessary local
                  government regulatory exemptions or approvals; provided that
                  the Board may not take any action hereunder which would
                  violate any securities law or any governing statute.

Article 7.  General Provisions

         7.1    No Additional Rights. Nothing in the Plan shall interfere with
or limit in any way the right of the Company to terminate any Participant's
employment at any time, or confer upon any Participant any right to continue in
the employ of the Company.

No employee shall have the right to be selected to receive an Award under this
Plan or having been so selected, to be selected to receive a future Award.

Neither the Award nor any benefits arising under this Plan shall constitute part
of a Participant's employment contract with the Company or any Affiliate, and
accordingly, this Plan and the benefits hereunder may be terminated at any time
in the sole and exclusive discretion of the Committee without giving rise to
liability on the part of the Company or any Affiliate for severance payments.

         7.2    No Effect on Other Benefits. The receipt of Awards under the
Plan shall have no effect on any benefits and obligations to which Participant
may be entitled from the Company or any Affiliate, under another plan or
otherwise, or preclude a Participant from receiving any such benefits.

         7.3    Rights as a Stockholder. A Participant shall have none of the
rights of a shareholder with respect to shares of Common Stock covered by any
Award until the Participant becomes the record holder of such shares as
determined by the records of the Transfer Agent.



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         7.4    Continuation of Employment. This Agreement shall not confer upon
the Participant any right to continuation of employment by the Company, nor
shall this Agreement interfere in any way with the Company's right to terminate
the Participant's employment at any time.

         7.5    Binding Effect. Any decision made or action taken by the
Company, the Board, or by the Committee arising out of or in connection with the
construction, administration, interpretation, and effect of the Plan shall be
conclusive and binding upon all persons, including the Company, its
shareholders, employees, Participants, and their estates and beneficiaries.

         7.6    Inalienability of Benefits and Interest. No benefit payable
under, or interest in, the Plan, other than by will or by the laws of descent
and distribution, shall be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, or charge, and any such
attempted action shall be void and no such benefits or interest shall be in any
manner liable for or subject to debts, liabilities, engagements, or torts of any
Participant or beneficiary.

         7.7    Requirements of Law. The granting of Awards and the issuance of
shares of Common Stock under the Plan shall be subject to all applicable laws,
rules and regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be required.

         7.8    Withholding. The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy all taxes required by law or regulation to be withheld
with respect to any taxable event arising as a result of this Plan.

         7.9    Amendments. The Board of Directors may at any time and from time
to time alter, amend, suspend, or terminate the Plan in whole or in part;
however, no amendment, suspension, or termination of the Plan shall be permitted
that would impair or diminish, in any material respect, any outstanding Award
without the written consent of the Participant to whom such Award was granted.

         7.10   Delivery of Title. The Company shall have no obligation to issue
or deliver evidence of title for shares of Common Stock under the Plan prior to:

         (a)      Obtaining any approvals from governmental agencies that the
                  Company determines are necessary or advisable; and

         (b)      Completion of any registration or other qualification of the
                  shares of Common Stock under any applicable national or
                  foreign law or ruling of any governmental body that the
                  Company determines to be necessary or advisable.

         7.11   Listing. The Company may use at reasonable endeavors to register
the shares of Common Stock allotted pursuant to the exercise of an Option with
the United States Securities and Exchange Commission or to effect compliance
with the registration, qualification, and listing requirements of any national
or foreign securities laws, stock exchange, or automated quotation system.


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         7.12   Governing Law. Except for any subplan established pursuant to
Section 6.1(h), the Plan and all agreements hereunder shall be construed in
accordance with and governed by the laws of state of New York.