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                                                                    Exhibit 10.2

                             TYCO INTERNATIONAL LTD.
                           LONG TERM INCENTIVE PLAN II
                        (Updated through March 27, 2001)

SECTION 1. Purpose

     The purposes of this Tyco International Ltd. Long Term Incentive Plan II
(the "Plan") are to promote the interest of Tyco International Ltd. (together
with any successor thereto, the "Company") and its stockholders by (i)
attracting and retaining non-officer employees of the Company and its
Subsidiaries, (ii) motivating such non-officer employees by means of
performance-related incentives to achieve longer-range performance goals, and
(iii) enabling such non-officer employees to participate in the long-term growth
and financial success of the Company.

SECTION 2. Definitions

     As used in the Plan, the following terms shall have the meanings set forth
below:

     "Award" shall mean any Option, Stock Appreciation Right, Performance Award,
Dividend Equivalent, or other Stock Based Award.

     "Award Agreement" shall mean any written agreement, contract or other
instrument or document evidencing any Award, which may, but need not, be
executed or acknowledged by a Participant.

     "Board" shall mean the Board of Directors of the Company.

     "Code" shall mean the U.S. Internal Revenue Code of 1986, as amended from
time to time.

     "Committee" shall mean a committee of the Board designated by the Board to
administer the Plan.

     "Dividend Equivalent" shall mean any right granted under Section 6(d) of
the Plan.

     "Employee" shall mean any employee or former employee of the Company or of
any Subsidiary, as determined by the Committee. "Non-Officer Employee" shall
mean any Employee who is not an officer of the Company.

     "Exchange Act" shall mean the U.S. Securities Exchange Act of 1934, as
amended.

     "Fair Market Value" shall mean the fair market value of Shares or other
property determined by such methods or procedures as shall be established from
time to time by the Committee.

     "Option" shall mean an option granted under Section 6(a) of the Plan.

     "Other Stock-Based Award" shall mean any right granted under Section 6(e)
of the Plan.

     "Participant" shall mean any Non-Officer Employee granted an Award under
the Plan.

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     "Performance Award" shall mean any right granted under Section 6(c) of the
Plan.

     "Person" shall mean any individual, corporation, partnership, association,
joint-stock company, trust, unincorporated organization, government or political
subdivision thereof or other entity.

     "SEC" shall mean the U.S. Securities and Exchange Commission, or any
successor thereto.

     "Shares" shall mean the common shares of the Company, U.S. $0.20 par value,
and such other securities or property as may become subject to Awards pursuant
to an adjustment made under Section 4(b) of the Plan.

     "Stock Appreciation Right" shall mean any right granted under Section 6(b)
of the Plan.

     "Subsidiary" shall mean a subsidiary company (wherever incorporated) as
defined by Section 86 of the Companies Act 1981 of Bermuda (as amended) or other
business unit, whether or not incorporated, of the Company.

SECTION 3. Administration

     The Plan shall be administered by the Committee. Subject to the terms of
the Plan and applicable law, and in addition to other express powers and
authorizations conferred on the Committee by the Plan, the Committee shall have
full power and authority to (i) designate Participants; (ii) determine the type
or types of Awards to be granted to an eligible Non-Officer Employee; (iii)
determine the number of Shares to be covered by, or with respect to which
payments, rights, or other matters are to be calculated in connection with,
Awards; (iv) determine the terms and conditions of any Award; (v) determine
whether, to what extent, and under what circumstances Awards may be settled or
exercised in cash, Shares, other securities, other Awards or other property, or
canceled, forfeited, or suspended and the method or methods by which Awards may
be settled, exercised, canceled, forfeited, or suspended, (vi) determine
whether, to what extent, and under what circumstances cash, Shares, other
securities, other Awards, other property and other amounts payable with respect
to an Award shall be deferred either automatically or at the election of the
holder thereof or of the Committee; (vii) interpret and administer the Plan and
any instrument or agreement relating to, or Award made under, the Plan; (viii)
establish, amend, suspend, or waive such rules and regulations and appoint such
agents as it shall deem appropriate for the proper administration of the Plan.
Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with respect to
the Plan or any Award shall be within the sole discretion of the Committee, may
be made at any time and shall be final, conclusive, and binding upon all
Persons, including the Company, any Subsidiary, any Participant, any holder or
beneficiary of any Award, any shareholder and any Employee. Notwithstanding
anything in this Section 3 or elsewhere in the Plan to the contrary, the Board
shall also have, and also have the right to exercise, unless and until a Change
in Control has occurred, all power and authority that the Committee has.


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SECTION 4. Shares Available for Awards

(a)  Shares Available

     Subject to adjustment as provided in Section 4(b):

          (i)  Calculation of Number Shares Available

          The number of Shares with respect to which Awards may be granted under
     the Plan shall be 100,000,000. If, during the term of the Plan, any Award
     is forfeited, or any Award otherwise terminates or is canceled without the
     delivery of Shares or of other consideration, then the Shares covered by
     such Award or to which such Award relates, or the number of Shares
     otherwise counted against the aggregate number of Shares with respect to
     which Awards may be granted, to the extent of any such forfeiture,
     termination or cancellation, shall again be, or shall become, Shares with
     respect to which Awards may be granted.

          (ii) Accounting for Awards

          For purposes of this Section 4:

               (A) if an Award (other than a Dividend Equivalent) is related to
          or payable in Shares, the number of Shares covered by such Award, or
          to which such Award related, shall be counted on the date of grant of
          such Award against the aggregate number of Shares with respect to
          which Awards may be granted under the Plan; and

               (B) Dividend Equivalents and Awards not related to or payable in
          Shares shall be counted against the aggregate number of Shares with
          respect to which Awards may be granted under the Plan in such amount
          and at such time as the Committee shall determine under procedures
          adopted by the Committee consistent with the purposes of the Plan;
          provided, however, that Awards that operate in tandem with (whether
          granted simultaneously with or at a different time from), or that are
          substituted for, other Awards may be counted or not counted under
          procedures adopted by the Committee in order to avoid double counting.
          Subject to the requirements of applicable law, any Shares delivered by
          the Company, or any Shares with respect to which Awards are made by
          the Company, or any Shares with respect to which the Company becomes
          obligated to make Awards, through the assumption of, or in
          substitution for, outstanding awards previously granted by an entity
          of which the Company or a Subsidiary acquires a significant portion of
          its equity or from which it acquires a significant part or all of a
          business or its assets, shall not be counted against the Shares
          available for Awards under the Plan.

          (iii) Sources of Shares Deliverable Under Awards

          Any Shares delivered pursuant to an Award may consist, in whole or in
     part, of authorized and unissued Shares or, to the extent permissible under
     applicable law, of Shares acquired by the Company, any Subsidiary or any
     other Person designated by the Company.


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(b)  Adjustments

     In the event that the Committee determines that any dividend or other
distribution (whether in the form of cash, Shares, other securities, or other
property), recapitalization, stock split, reverse stock split, subdivision,
consolidation or reduction of capital, reorganization, merger, scheme of
arrangement, split-up, spin-off or combination involving the Company or
repurchase or exchange of Shares or other rights to purchase Shares or other
securities of the Company, or other similar corporate transaction or event
affects the Shares such that any adjustment is determined by the Committee to be
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of
(i) the number and type of Shares (or other securities or property) with respect
to which Awards may be granted, (ii) the number and type of Shares (or other
securities or property subject to outstanding Awards), and (iii) the grant or
exercise price with respect to any Award or, if deemed appropriate, make
provision for a cash payment to the holder of an outstanding Award; provided
that the number of Shares subject to any Award denominated in Shares shall
always be a whole number.

(c)  Limitation

     No Participant shall be granted Awards for more than 12,000,000 Shares in
any calendar year.

SECTION 5. Eligibility

     Any Non-Officer Employee shall be eligible to be designated a Participant.

SECTION 6. Awards

(a)  Options

     The Committee is hereby authorized to grant to eligible Non-Officer
Employees an option to purchase Shares (an "Option") which shall contain the
following terms and conditions and such additional terms and conditions, which
are not inconsistent with the provisions of the Plan, as the Committee shall
determine.

          (i)  Exercise Price

          The purchase price per Share under an Option shall be not less than
     the Fair Market Value of a Share at the date of the grant, except that if
     the Award requires the option to be paid for by the Participant, or if any
     discount from such Fair Market Value is expressly granted in lieu of a
     reasonable amount of salary or cash bonus, the Committee may fix such
     purchase price at not less than 85% of such Fair Market Value.

          Notwithstanding the foregoing, solely in connection with the grant of
     options to former employees in connection with the sale of assets or shares
     of a Subsidiary by the Company, the Committee may fix the purchase price of
     such options to a level that is below 85 percent of the Fair Market Value
     of a Share at the date of the grant, provided that the price may not be
     lower than the original exercise price of any option to which the option is
     intended to replace.

          (ii) Time and Method of Exercise


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          The Committee shall determine the time or times at which an Option may
     be exercised in whole or in part, and the method or methods by which, and
     the form or forms (which may include, without limitation, cash, Shares,
     outstanding Awards, other securities or other property, or any combination
     thereof, having a Fair Market Value on the exercise date equal to the
     relevant exercise price) in which, payment of the exercise price with
     respect thereto may be made or deemed to have been made.

(b)  Stock Appreciation Rights

     The Committee is hereby authorized to grant to eligible Non-Officer
Employees a "Stock Appreciation Right", which shall consist of a right to
receive the excess of (i) the Fair Market Value of one Share on the date the
right is exercised or, if the Committee shall so determine, at any time during a
specified period before or after the date of exercise over (ii) the grant price
(determined in the manner set forth below) of the right. A Stock Appreciation
Right may be granted in tandem with an Option, in addition to an Option, or free
standing and unrelated to an Option.

          (i)  Grant Price

          The grant price of a Stock Appreciation Right shall be not less than
     the Fair Market Value of a Share at the date of the grant, except that if
     the Award requires the Stock Appreciation Right to be paid for by the
     Participant, or if any discount from such Fair Market Value is expressly
     granted in lieu of a reasonable amount of salary or cash bonus, the
     Committee may fix such grant price at not less than 85% of such Fair Market
     Value.

          (ii) Other Terms and Conditions

          Subject to the terms of the Plan and any applicable Award Agreement,
     the Committee shall determine, at or after the grant of a Stock
     Appreciation Right, the term, methods of exercise, methods of settlement,
     and any other terms and conditions of any Stock Appreciation Right. Any
     such determination by the Committee may be changed by the Committee from
     time to time and may govern the exercise of Stock Appreciation Rights
     granted or exercised prior to such determination as well as Stock
     Appreciation Rights granted or exercised thereafter. The Committee may
     impose such conditions or restrictions on the exercise of any Stock
     Appreciation Right as it shall deem appropriate.

(c)  Performance Awards

     The Committee is hereby authorized to grant to eligible Non-Officer
Employees a "Performance Award," which shall consist of a right (i) denominated
or payable in cash, Shares, other securities or other property (including
without limitation, restricted securities) and (ii) which shall confer on the
holder thereof rights valued as determined by the Committee and payable to, or
exercisable by, such holder, in whole or in part, upon the achievement of such
performance goals during such performance periods as the Committee shall
establish. The criteria with respect to which performance goals may be
established include stock prices, market share, sales, earnings, earnings per
share, earnings before income tax, cash flow and return on equity.


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          (i)  Terms and Conditions

          Subject to the terms of the Plan and any applicable Award Agreement,
     the Committee shall determine the performance goals to be achieved during
     any performance period, the length of any performance period, the amount of
     any Performance Award and the amount of any payment or transfer to be made
     pursuant to any Performance Award.

          (ii) Payment of Performance Awards

          Performance Awards may be paid in a lump sum or in installments
     following the close of the performance period or, in accordance with
     procedures established by the Committee, on a deferred basis.

(d)  Dividend Equivalents

     The Committee is hereby authorized to grant to eligible Non-Officer
Employees a "Dividend Equivalent", which shall consist of a right pursuant to
which any such eligible Non-Officer Employee shall be entitled to receive
payments equivalent to dividends with respect to a number of Shares determined
by the Committee, and the Committee may provide that such amounts (if any) shall
be deemed to have been reinvested in additional Shares or otherwise reinvested.
Subject to the terms of the Plan and any applicable Award Agreement, such Awards
may have such terms and conditions as the Committee shall determine.

(e)  Other Stock-Based Awards

     The Committee is hereby authorized to grant to eligible Non-Officer
Employees an "Other Stock-Based Award", which shall consist of a right (i) which
is other than an Award or right described in Section 6(a), (b), (c), or (d)
above and (ii) which is denominated or payable in, valued in whole or in part by
reference to, or otherwise based on or related to Shares (including, without
limitation, securities convertible into Shares), as are deemed by the Committee
to be consistent with the purposes of the Plan. Subject to the terms of the Plan
and any applicable Award Agreement, the Committee shall determine the terms and
conditions of any such Other Stock-Based Award, which conditions may include
satisfaction of performance goals relating to stock prices, market share, sales,
earnings, earnings per share, earnings before income tax, cash flow and return
on equity.

(f)  General

          (i)  Awards May be Granted Separately or Together

          Awards may, in the discretion of the Committee, be granted either
     alone or in addition to, in tandem with, or in substitution for any other
     Award granted under the Plan or any award granted under any other plan of
     the Company or any Subsidiary. Awards granted in addition to or in tandem
     with other Awards or awards granted under any other plan of the Company or
     any Subsidiary may be granted either at the same time as or at a different
     time from the grant of such other Awards or awards.


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          (ii) Forms of Payment by Company Under Awards

          Subject to the terms of the Plan and of any applicable Award Agreement
     and the requirements of applicable law, payments or transfers to be made by
     the Company or a Subsidiary upon the grant, exercise or payment of an Award
     may be made in such form or forms as the Committee shall determine,
     including, without limitation, cash, Shares, other securities, other Awards
     or other property, or any combination thereof, and may be made in a single
     payment or transfer, in installments, or on a deferred basis, in each case
     in accordance with rules and procedures established by the Committee. Such
     rules and procedures may include, without limitation, provisions for the
     payment or crediting of reasonable interest on installment or deferred
     payments or the grant or crediting of Dividend Equivalents in respect of
     installment or deferred payments denominated in Shares.

          (iii) Limits on Transfer of Awards

          Subject to paragraph (viii) below:

               (A) Each Award, and each right under any Award, shall be
          exercisable only by the Participant during the Participant's lifetime,
          or, if permissible under applicable law, by the Participant's guardian
          or legal representative or by a transferee receiving such Award
          pursuant to a qualified domestic relations order (a "QDRO") as defined
          in the Code or Title I of the U.S. Employee Retirement Income Security
          Act of 1974 ("ERISA"), or the rules thereunder, or any analogous order
          in any other relevant jurisdiction.

               (B) No Award (prior to the time, if applicable, Shares are issued
          or delivered in respect of such Award), and no right under any such
          Award, may be assigned, alienated, pledged, attached, sold or
          otherwise transferred or encumbered by a Participant otherwise than by
          will or by the laws of descent and distribution (or, in the case of
          restricted securities, to the Company) or pursuant to a QDRO, and any
          such purported assignment, alienation, pledge, attachment, sale,
          transfer or encumbrance shall be void and unenforceable against the
          Company or any Subsidiary; provided, however, that the designation of
          a beneficiary shall not constitute an assignment, alienation, pledge,
          attachment, sale, transfer or encumbrance.

          (iv) Terms of Awards

          The term of each Award shall be for such period as may be determined
     by the Committee.

          (v) Share Certificates

          All certificates for Shares or other securities of the Company or any
     Subsidiary delivered under the Plan pursuant to any Award or the exercise
     thereof shall be subject to such stop transfer orders and other
     restrictions as the Committee may deem advisable under the Plan or the
     rules, regulations, and other requirements of the U.S. Securities and
     Exchange Commission, any stock exchange upon which such Shares or other
     securities are then listed, and any applicable laws, and the Committee may
     cause a legend or legends to be put on any such certificates to make
     appropriate reference to such restrictions. Notwithstanding the foregoing,
     no action shall be taken by the Committee which would, under the laws of
     Bermuda, cause a separate class of


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     securities other than Shares to be created and the Committee shall consult
     with appropriate legal counsel in this regard.

          (vi) Consideration for Grants

          Awards may be granted for no cash consideration, for such nominal cash
     consideration as may be required by applicable law or for such greater
     amount as may be established by the Committee.

          (vii) Delivery of Shares or Other Securities and Payment by
          Participant of Consideration

          No Shares or other securities shall be delivered pursuant to any Award
     until payment in full of any amount required to be paid at or prior to such
     delivery pursuant to the Plan or the applicable Award Agreement is received
     by the Company. Such payment may be made by such method or methods and in
     such form or forms as the Committee shall determine, including, without
     limitation, cash, Shares, other securities, other Awards or other property,
     or any combination thereof, provided that the combined value, as determined
     by the Committee, of all cash and cash equivalent and the Fair Market Value
     of any such Shares or other property so tendered to the Company, as of the
     date of such tender, is at least equal to the full amount required to be
     paid pursuant to the Plan or the applicable Award Agreement to the Company.

          (viii) Committee Discretion to Remove or Amend Restrictions on
          Transferability

          Notwithstanding the provisions of paragraph (iii) above and any other
     restrictions on transferability of Awards referred to in this Plan, the
     Committee may, in its discretion, either generally or specifically,
     prospectively or retroactively, (a) grant Awards without limits on
     transferability thereof or with such limits on transferability as the
     Committee may deem appropriate in the circumstances, and (b) waive, amend,
     alter, suspend, discontinue, cancel or terminate any limits on
     transferability of Awards on such terms as the Committee may deem
     appropriate; provided, however, that any of the acts described in clause
     (b) of this paragraph that would materially impair the rights of any
     Participant, or any holder or any beneficiary of any Award theretofore
     granted, shall not to that extent be effective without the consent of the
     affected Participant, holder or beneficiary.

SECTION 7. Amendment and Termination

     Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award Agreement or in the Plan:

(a) Amendments to the Plan

     The Board may amend, alter, suspend, discontinue, or terminate the Plan
without the consent of any shareholder, Participant, other holder or beneficiary
of an Award, or other Person; provided, however, that any such amendment,
alteration, suspension, discontinuation, or termination that would impair the
rights of any Participant, or any other holder or beneficiary of any Award
theretofore granted, shall not to that extent be effective without the consent
of the affected Participant, holder or beneficiary and provided further that
notwithstanding any other provision of the Plan or any Award Agreement, no such
amendment, alteration, suspension, discontinuation, or termination shall be made


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that would otherwise cause the Plan to cease to comply with any applicable law
or regulatory requirement with respect to which the Board determines compliance
is necessary or desirable.

(b) Amendments to Awards

     The Committee may waive any conditions or rights under, amend any terms of,
or alter, suspend, discontinue, cancel or terminate, any Award theretofore
granted, prospectively or retroactively, without the consent of any relevant
Participant or holder or beneficiary of an Award; provided that, subject to the
Committee's right to adjust Awards pursuant to Section 6(f)(viii) and Section
7(c) and (d), (i) any such waiver, amendment, alteration, suspension,
discontinuance, cancellation or termination that would materially impair the
rights of any Participant, or any holder or beneficiary of any Award theretofore
granted, shall not to that extent be effective without the consent of the
affected Participant, holder or beneficiary; and (ii) no such waiver, amendment,
alteration, suspension, discontinuance, cancellation or termination that would
materially increase the rights of any Participant or any holder or beneficiary
of any Award shall be effective unless the Award, after giving effect to such
waiver, amendment, alteration, suspension, discontinuance, cancellation or
termination, could permissibly have been granted under the terms of the Plan
(without regard to this Section 7(b)).

(c) Adjustments of Awards Upon Certain Acquisitions

     In the event the Company or any Subsidiary shall assume outstanding
employee awards or the right or obligation to make future employee awards in
connection with the acquisition of another business or another corporation or
business entity or assets of any such corporation or business entity, the
Committee may make such adjustments, not inconsistent with the terms of the
Plan, in the terms of Awards as it shall deem appropriate in order to achieve
reasonable comparability, or other equitable relationship between the assumed
awards and the Awards as so adjusted.

(d) Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring
Events

     The Committee is hereby authorized to make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual or
nonrecurring events (including, without limitation, the events described in
Section 4(b) hereof) affecting the Company, any Subsidiary, or the financial
statements of the Company or any Subsidiary, or of changes in applicable laws,
regulations, or accounting principles, whenever the Committee determines that
such adjustments are appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under the Plan,
or to be derived by the Company.

SECTION 8. Change in Control

(a) In addition to the Committee's authority set forth in Section 7(d), in order
to maintain the Participants' rights in the event of any Change in Control, as
hereinafter defined, the Committee, as constituted before such Change in
Control, is hereby authorized, and has sole discretion, as to any Award, either
at the time such Award is made hereunder or any time thereafter, to take any one
or more of the following actions: (i) provide for the acceleration of any time
periods relating to the exercise or realization of such Award so that such Award
may be exercised or realized in full on or before a date fixed by the Committee;
(ii) provide for the purchase of any such Award, upon the Participant's request,
for an amount of cash equal to the amount that could have been attained upon the


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exercise of such Award or realization of the Participant's rights had such Award
been currently exercisable or payable; (iii) make such adjustment to any such
Award then outstanding as the Committee deems appropriate to reflect such Change
in Control; or (iv) cause any such Award then outstanding to be assumed, or new
rights substituted therefor, by the acquiring or surviving corporation after
such Change in Control. The Committee may, in its discretion, include such
further provisions and limitations in any Award Agreement as it may deem
equitable and in the best interests of the Company.

(b) A "Change in Control" shall mean the occurrence of any of the following
events:

          (i) any "person" or "group" (as defined under Sections 13(d) and 14(d)
     of the Securities Exchange Act of 1934 (the "Exchange Act")) is or becomes
     the direct or indirect "beneficial owner" (as defined in Rules 13d-3 and
     13d-5 under the Exchange Act), of securities representing 50% or more of
     the combined voting power of the Company's then outstanding voting
     securities other than in connection with a merger, amalgamation, scheme of
     arrangement or other combination pursuant to which the stockholders of the
     Company immediately prior to such event beneficially own 50% or more of the
     voting rights exercisable generally of any such person which is an entity;

          (ii) such time as the Continuing Directors (as defined below) cease
     for any reason, other than death, incapacity or retirement of a Director,
     to constitute a majority of the Board (or, if applicable, the Board of
     Directors of a successor corporation to the Company), where the term
     "Continuing Director" means at any date a member of the Board who (A) was a
     member of the Board on October 21, 1998 or (B) was nominated or elected
     subsequent to such date by at least a majority of the Directors who were
     Continuing Directors at the time such nomination or election or whose
     election to the Board was recommended or endorsed by at least a majority of
     the Directors who were Continuing Directors at the time of such nomination
     or election; provided, however, that there shall be excluded from clause
     (B) any individual whose initial assumption of office occurred as a result
     of an actual or threatened election contest with respect to the election or
     removal of Directors or other actual or threatened solicitation of proxies
     or consents by or on behalf of a person other than the Board;

          (iii) any "person" or "group" (other than an employee benefit plan or
     plans maintained by the Company or its affiliate) comes to possess,
     directly or indirectly, the legal right to direct the management and
     policies of the Company, whether through the ownership of securities, by
     contract or otherwise (other than solely by virtue of membership on the
     Board or any committee thereof);

          (iv) the Company effects a merger, amalgamation, scheme of arrangement
     or other combination in which the Company is not the surviving entity, or a
     sale or disposition of all, or substantially all, of the assets of the
     Company; or

          (v) a merger, amalgamation, scheme of arrangement or other combination
     of the Company with or into another person or any analogous or similar
     transaction or event occurs as a result of which the voting rights
     exercisable at general meetings of the Company in respect of the shares of
     the Company in issue immediately prior to the relevant event no longer
     represent a majority of all the voting rights normally exercisable at
     general meetings of the Company (or, if the Company is acquired by another
     entity in connection with such event, of such entity) in respect of the
     shares of the Company (or, if the Company is acquired by another entity in
     connection with such event, of the securities of such entity) in issue
     immediately after such event.


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SECTION 9. General Provisions

(a) No Rights to Awards

     No Employee, Director, Participant or other Person shall have any claim to
be granted any Award, and there is no obligation for uniformity of treatment of
Employees, Directors, Participants, or holders or beneficiaries of Awards. The
terms and conditions of Awards need not be the same with respect to each
recipient. No Participant shall have the rights of a shareholder with respect to
any Award unless and until Shares have been issued in respect of such Award.

(b) Delegation

     Subject to the terms of the Plan and applicable law, the Committee may
delegate to one or more officers or managers of the Company or any Subsidiary,
or to a committee of such officers or managers, the authority, subject to the
terms and limitations as the Committee shall determine, to grant Awards to, or
to cancel, modify or waive rights with respect to, or to alter, discontinue,
suspend, or terminate Awards held by, Employees who are not officers or
directors of the Company for purposes of Section 16 of the Exchange Act, or any
successor section thereto, or who are otherwise not subject to such Section.

(c) Withholding

     The Company or any Subsidiary is hereby authorized to withhold from any
Award, from any payment due or transfer made under any Award or under the Plan
or from any compensation or other amount owing to a Participant the amount (in
cash, Shares, other securities, other Awards or other property) of any
applicable withholding taxes in respect of an Award, its exercise, or any
payment or transfer under an Award or under the Plan and to take such other
action as may be necessary in the opinion of the Company to satisfy all
obligations for the payment of such taxes.

(d) No Limit on Other Compensation Arrangements

     Nothing contained in the Plan shall prevent the Company or any Subsidiary
from adopting or continuing in effect other compensation arrangements (subject
to shareholder approval if such approval is required), and such arrangements may
be either generally applicable or applicable only in specific cases.

(e) No Right to Employment

     The grant of an Award shall not be construed as giving a Participant the
right to be retained in the employ of the Company or any Subsidiary. Further,
the Company or a Subsidiary may at any time dismiss a Participant from
employment, free from any liability or any claim under the Plan, unless
otherwise expressly provided in the Plan or in any Award Agreement.

(f) Governing Law

     The validity, construction, and effect of the Plan and any rules and
regulations relating to the Plan shall be determined in accordance with the laws
of Bermuda. In addition, the Committee may amend the terms of the Plan and any
Awards or Award Agreement in order to comply with the laws of Bermuda or the
laws of any other applicable jurisdiction.


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(g) Severability

     If any provision of the Plan or any Award is or becomes or is deemed to be
invalid, illegal, or unenforceable in any jurisdiction or as to any Person or
Award, or would disqualify the Plan or any Award under any law deemed applicable
by the Committee, such provision shall be construed or deemed amended to conform
to applicable laws, or if it cannot be construed or deemed amended without, in
the determination of the Committee, materially altering the intent of the Plan
or the Award, such provision shall be stricken as to such jurisdiction, Person
or Award and the remainder of the Plan and any such Award shall remain in full
force and effect.

(h) Additional Powers

     The Committee may refuse to issue or transfer any Shares or other
consideration under an Award if, acting in its sole discretion, it determines
that the issuance or transfer of such Shares or such other consideration might
violate any applicable law or regulation or entitle the Company to recover the
same under Section 16(b) of the Exchange Act, and any payment tendered to the
Company by a Participant, other holder or beneficiary in connection with the
exercise of such Award shall be promptly refunded to the relevant Participant,
holder or beneficiary.

(i) No Trust or Fund Created

     Neither the Plan nor any Award shall create or be construed to create a
trust or separate fund of any kind or a fiduciary relationship between the
Company or any Subsidiary and a Participant or any other Person. To the extent
that any Person acquires a right to receive payments from the Company or any
Subsidiary pursuant to an Award, such right shall be no greater than the right
of any unsecured general creditor of the Company or any Subsidiary.

(j) No Fractional Shares

     No fractional Shares shall be issued or delivered pursuant to the Plan or
any Award, and the Committee shall determine whether cash, other securities, or
other property shall be paid or transferred in lieu of any fractional Shares or
whether such fractional Shares or any rights thereto shall be canceled,
terminated or otherwise eliminated.

(k) Headings

     Headings are given to the Sections and subsections of the Plan solely as a
convenience to facilitate reference. Such headings shall not be deemed in any
way material or relevant to the construction or interpretation of the Plan or
any provision thereof.

SECTION 10. Effective Date of the Plan

     This amended Plan shall be effective as of the date of its approval by the
Board, October 21, 1998. Share amounts have been updated to reflect stock split
on October 21, 1999.

SECTION 11. Term of the Plan

     No Award shall be granted under the Plan after October 31, 2008. However,
unless otherwise


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<PAGE>

expressly provided in the Plan or in an applicable Award Agreement, any Award
theretofore granted may, and the authority of the Board or the Committee to
amend, alter, adjust, suspend, discontinue, or terminate any such Award or to
waive any conditions or rights under any such Award shall, extend beyond such
date.


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