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                                     REEBOK
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                 AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2004

1.       PURPOSE AND SCOPE OF SERP; EFFECTIVE DATE.

         The purpose of this Supplemental Executive Retirement Plan ("SERP") is
         to reward certain key executive employees of Reebok International Ltd.
         and its subsidiaries through supplemental retirement payments

         This SERP was originally established on February 15, 1998 and is
         amended and restated in its entirety effective January 1, 2004.
         Effective as of January 1, 2004, this SERP is incorporated by reference
         into and made a part of the Reebok Executive Deferred Compensation Plan
         (the "Plan"), and all of the terms and conditions of Plan govern the
         SERP. To the extent of any inconsistency between this SERP and the
         Plan, the terms of the Plan will govern.

2.       DEFINITIONS.

         All of the definitions contained in the Plan shall apply to the SERP.
         In addition, as used herein, the following terms shall have the
         meanings specified below, unless a different meaning is clearly
         indicated by the context.

         2.1 "Final Average Total Compensation" means the average of the SERP
         Participant's Total Compensation for the three calendar years out of
         the ten consecutive calendar years immediately prior to the year in
         which the SERP Participant retires, in which the SERP Participant had
         the highest Total Compensation.

         2.2 "Full Years of Continuous Service" will be based on full years and
         completed months of continuous service as determined by the Committee
         in its sole discretion.

         2.3 "SERP Participant" means a key executive of the Company selected by
         the Committee to participate in the SERP.

         2.4 "Total Compensation" means, for any calendar year, the SERP
         Participant's base compensation and annual incentive bonus payments
         earned from the Company for such calendar year, plus any amount that
         would have been paid to the SERP Participant by the Company as base
         compensation or incentive bonus but for a salary reduction agreement in
         effect during such year pursuant to Sections 125 or 401(k) of the
         Internal Revenue Code of 1986 as amended.

3.       NORMAL RETIREMENT BENEFIT. Each SERP Participant who attains age 60
         while an Employee of the Company may retire on the first day of any
         month thereafter ("SERP Normal Retirement Date") and receive an annual
         normal retirement benefit calculated as of his or her SERP Normal
         Retirement Date equal to twenty-five percent (25%) of his or her Final
         Average Total Compensation (as hereinafter defined) multiplied by a
         fraction the numerator of which is his or her

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         Full Years of Continuous Service (hereinafter defined) (which in no
         event shall exceed 15) at the time of his or her retirement and the
         denominator of which is 15.

4.       EARLY RETIREMENT BENEFIT. Each SERP Participant who attains age 55
         while an Employee of the Employer and who has completed five Full Years
         of Continuous Service may retire on the first day of any month
         thereafter ("SERP Early Retirement Date") and receive an annual early
         retirement benefit calculated as of his or her SERP Early Retirement
         Date in the same manner as described in Section 3, but reduced by an
         amount equal to .41666% multiplied by the aggregate number of months
         between the date his or her SERP benefit commences and the date he or
         she attains age 60.

5.       VESTED BENEFIT. Each Participant who has completed at least 10 Full
         Years of Continuous Service and who terminates employment prior to his
         or her SERP Early Retirement Date will be entitled to receive an annual
         vested benefit, commencing on the first day of any month after he or
         she attains age 55, calculated as of his or her termination of
         employment date in the same manner as described in Section 3, but
         reduced by an amount equal to .41666% multiplied by the aggregate
         number of months between the date his or her benefit commences and the
         date he or she attains age 60.

6.       FORFEITURE OF BENEFIT. Notwithstanding any of provision of this SERP, a
         SERP Participant shall cease participation in the SERP and such
         Participant (and his or her spouse) shall forfeit his or her entire
         benefits under the SERP upon the occurrence of any of the following
         events:

         6.1 The Participant voluntarily terminates his or her employment with
         the Company prior to attaining age 65 and following his or her
         termination of employment with the Company, but prior to attaining age
         65, the Participant provides services as an employee, consultant, or
         otherwise for any person or entity other than the Company for
         remuneration ("Outside Services"). For purposes of this clause, the
         determination of what constitutes Outside Services shall be made by the
         Company, in its sole judgment and discretion, taking into account
         whatever factors the Company deems necessary or appropriate; PROVIDED,
         that Participant shall not be deemed to be providing Outside Services,
         if Participant is engaged in teaching, government or public service or
         service as a corporate director or if the Participant is employed for
         less than twenty-five hours per week as an employee for a non-profit
         company or as a consultant. Notwithstanding the foregoing, if all of
         the following conditions are satisfied, then this provision relating to
         the forfeiture of benefits shall not apply: (1) of a Participant has
         entered into a Change in Control Agreement with the Company, (2) such
         Participant voluntarily terminates employment following a Change in
         Control (as defined in such agreement), and (3) such termination
         results in the payment of benefits under the Change of Control
         Agreement.

         6.2 The SERP Participant's employment with the Company is terminated by
         the Company for "cause", as determined by the Company in its reasonable
         judgment and discretion.

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         6.3 At any time the SERP Participant, directly or indirectly, owns,
         manages, operates, controls, is employed by or acts as an officer,
         director, director or consultant for, any footwear or apparel company
         (a "Competitive Activity") unless the Company consents in advance in
         writing to such Competitive Activity.

7.       ANNUAL CERTIFICATIONS BY SERP PARTICIPANTS. In order to administer the
         restrictions set forth above, each SERP Participant who is no longer
         employed by the Company shall be required to certify to the Company on
         annual basis (1) if the SERP Participant voluntarily terminated his/her
         employment, that the Participant is not providing Outside Services and
         (2) that the SERP Participant is not engaged in any Competitive
         Activity. The SERP Participant shall also provide the Company with such
         additional information regarding his/her activities as the Company may
         request in order to confirm compliance with the restrictions set forth
         above.

8.       PAYMENTS OF BENEFITS.

         8.1 Subject to Section 8.2, the annual benefit payable to a Participant
         under Sections 3, 4 or 5 will be paid to the Participant in equal
         monthly installments on the first day of each month during the
         Participant's lifetime, and, following the Participant's death,
         one-half of such annual benefit shall be paid in the same manner to the
         SERP Participant's surviving spouse, if any, during the spouse's
         lifetime (but in no event shall payment to the spouse continue for more
         than 30 years following such date).

         8.2 One year following the expiration of the date on which the SERP
         Participant's benefit is no longer subject to forfeiture as provided
         under Section 6, the Participant shall receive in complete payment of
         all SERP benefits under the SERP, a single lump sum payment that is the
         actuarial equivalent of the SERP Participant's then remaining joint and
         survivor annuity benefit (including any spousal benefit). For purposes
         of calculating the lump sum payment, actuarial present value will be
         determined by applying the 1983 Group Annuity Mortality table, with
         rates blended 50% male and 50% female, and a 10-year Treasury bill
         rate; provided that the Committee may in its sole discretion change
         such actuarial assumptions provided that advance notice of any such
         change is provided to SERP Participants.

         8.3 A SERP Participant may elect to defer receipt of the lump sum
         benefit and continue to receive annuity payments under Section 8.1 for
         additional periods of two years, provided that the SERP Participant
         elects such deferral in writing on a form prescribed by the
         Administrator at least fourteen (14) months prior to the date on which
         the lump sum benefit is scheduled to be paid. Once made, any such
         election is irrevocable. The deferred lump sum benefit shall be the
         actuarial equivalent of the SERP Participant's then remaining joint and
         survivor annuity benefit, determined at the date of payment based on
         the actuarial assumptions set forth above.

9.       PRE-RETIREMENT DEATH BENEFIT. In the case of a Participant who dies
         after attaining the age or service requirements described in 3, 4 or 5,
         but prior to the commencement of his or her benefits under Section 8
         above, his or her surviving spouse, if any, will be entitled to receive
         the following death benefit. Such death

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         benefit shall be equal to one-half of the amount of benefit the SERP
         Participant would have received if he or she had commenced receiving
         benefits under Section 8.1 immediately prior to the later of (x) the
         date of the Participant's death and (y) the date the SERP Participant
         would have attained age 55.

         IN WITNESS WHEREOF, Reebok International Ltd. has caused this SERP to
be executed by its officer hereunto duly authorized this 11th day of February,
2004.

                                REEBOK INTERNATIONAL LTD.

                                      /s/  David A. Pace
                                By: ________________________________





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