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                                     REEBOK
                           COMPENSATION DEFERRAL PLAN

                 AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2004

1.       PURPOSE AND SCOPE OF COMPENSATION DEFERRAL PLAN; EFFECTIVE DATE.

         The purpose of this Compensation Deferral Plan ("Deferral Plan") is to
         permit certain highly compensated employees to defer the receipt of
         compensation, including salary and incentive bonuses and, in certain
         instances, to require such participants to defer the receipt of certain
         incentive bonuses that exceeds 125% of the Participant's target award.

         This Deferral Plan was established in 1999, and is amended and restated
         in its entirety effective January 1, 2004. Effective as of January 1,
         2004, this Deferral Plan 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 Deferral Plan.
         To the extent of any inconsistency between this Deferral Plan and the
         Plan, the terms of the Plan will govern.

2.       DEFINITIONS.

         All of the definitions contained in the Plan shall apply to the
         Deferral Plan. 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 "Deferral Plan Participant" means each Employee of the Company who
         selected by the Administrator as eligible to defer the receipt of
         compensation under Section 3.

         2.2 "Interest" means the amounts credited pursuant to Section 6.2
         herein.

         2.3 "Interest Rate" means the interest-equivalency rate, which, for any
         month, is Merrill Lynch annual corporate bond yield rate for the last
         business day of the calendar quarter preceding the calendar quarter in
         which such month occurs, divided by 12. The Committee may, in its
         discretion, select a different rate, provided that notice to the
         Deferral Plan Participants of the change in rate has been given
         reasonably in advance of the date on which the Participant's deferral
         elections are required to be made.

3.       ELECTION TO DEFER.
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         3.1 A Deferral Plan Participant may elect to defer a designated portion
         of his or her regular salary (a "Salary Deferral Election") to be
         earned during a Plan Year by filing a written election with the
         Administrator prior to the first day of the Plan Year in which such
         salary is to be earned.

         3.2 A Deferral Plan Participant may also elect to defer a designated
         portion of his or her incentive bonus that is ("Bonus") to be earned
         during a Plan Year (which would otherwise be determined and payable
         after the end of the Plan

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         Year), by filing a written election with the Administrator no later
         than December 31 of the preceding Plan Year (a "Bonus Deferral
         Election").

         3.3 An individual who first becomes a Deferral Plan Participant on or
         after the first day of any Plan Year may enter into a Salary Deferral
         Election or Bonus Deferral Election with respect to that portion of
         base salary and/or Bonus, respectively, to be earned during the
         remainder of the Plan Year and after the written election is filed with
         the Administrator.

         3.4 The deferred amounts, together with the Interest Equivalent Rate
         shall be credited to the Salary Deferral Subaccount or Bonus Deferral
         Subaccount, as the case may be, as described in Section 7.

4.       MANDATORY DEFERRALS OF BONUSES

         4.1 The Company, in its sole discretion, may require that an Employee
         who is eligible to receive performance bonuses defer receipt of his or
         her bonus that is in excess of 125% of such Employee's target bonus
         award ("Mandatory Bonus Deferral").

         4.2 The deferred amounts, together with the Interest Equivalent Rate
         shall be credited to the Mandatory Bonus Deferral Subaccount, as
         described in Section 7.

         4.3 Amounts credited to the Mandatory Bonus Deferral Subaccount,
         including deferred Bonuses and Interest, may, in the sole discretion of
         the Company, be subject to forfeiture in the event that a Employee
         terminates employment (including without limitation on account of
         death) with the Company for any reason prior to the payment.

5.       PAYMENT OF DEFERRED AMOUNTS.

         5.1 Amounts credited to a Salary Deferral Subaccount or Bonus Deferral
         Subaccount with respect to a particular Plan Year shall be paid
         (together with Interest) to the Deferral Plan Participant in a single
         lump sum payment on the March 31 (or first business day thereafter, if
         such date is a Saturday or Sunday) of the third year following such
         Plan Year (each, a "Payment Date").

         5.2 On or before the first day of the Plan Year in which a Payment Date
         occurs, Deferred Compensation Participants may further elect to defer
         the receipt of the amounts deferred pursuant to any Salary Deferral
         Election or Bonus Deferral Election for an additional period of one
         year from the previous Payment Date.

         5.3 Payment of the amounts credited to the Mandatory Bonus Deferral
         Subaccount, together with Interest, shall be paid to the Employee as
         directed by the Company in no more than two equal installments at 12 or
         24 months from the date of deferral.

6.       NATURE OF ELECTION. Each election under Section 3.1 or 3.2 for a Plan
         Year (or balance of a Plan Year) shall be made on a form approved or
         prescribed by the

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         Administrator, shall be irrevocable by the Participant for the Plan
         Year and shall apply only to regular salary earned or Bonus determined
         after the date the election form is completed and filed with the
         Administrator. The election form shall also specify whether the
         deferral election is to apply to payments of base salary, Bonuses, or
         both and shall specify the whole percentage or flat dollar amount of
         each that is to be deferred.

7.       ACCOUNTS; CREDITING OF INTEREST

         7.1 ACCOUNTS. Accounts shall be established under the Compensation
         Deferral Plan to which amounts are credited for the Participant's
         benefit under Section 3.4 and Section 4.2. References to a
         Participant's Account shall include subaccounts established for the
         purpose of crediting Salary Deferrals and Bonus Deferrals.

         7.2      INTEREST-EQUIVALENCY CREDIT.
                  ---------------------------

                          7.2.1 As of the last day of each calendar month (the
                 "crediting month"), there shall be credited to each
                 Participant's Account an amount determined by multiplying the
                 balance of such Account on the last business day of the
                 immediately preceding month by the Interest Rate applicable to
                 the crediting month.

                          7.2.2 In addition, for any month in which a Salary
                 Deferral, Bonus Deferral or Mandatory Bonus Deferral is added
                 to a Participant's Account, there shall also be added to such
                 subaccount an amount determined by multiplying the Interest
                 Rate by such Deferral or Deferrals for the period commencing on
                 the date or dates such Deferrals were made to the account and
                 ending on the last date of such month.

         7.3      ALTERNATIVE PHANTOM INVESTMENT ELECTIONS.
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                          7.3.1 The Committee may, in lieu of the crediting of
                 Interest as provided in Section 7.2, provide that a Participant
                 may select among phantom investment funds for the purposes of
                 determining the phantom investment earnings or losses with
                 respect to a Compensation Deferral Participant's Account. The
                 phantom investment funds shall be selected by the Committee in
                 its sole discretion, and shall be established for record
                 keeping purposes only, and shall not be required to be
                 informally funded or held in specific investments or as
                 separated assets.

                          7.3.2 In the event that the Committee determines to
                 permit alternative investment elections by Compensation
                 Deferral Participants, or determines to change the phantom
                 investment funds offered to, it shall provide advance notice to
                 Participants.

         IN WITNESS WHEREOF, Reebok International Ltd. has caused this amended
and restated Deferral Plan 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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