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                                                                    EXHIBIT 10.1

                          FLAG TELECOM HOLDINGS LIMITED
                              AMENDED AND RESTATED
                            LONG-TERM INCENTIVE PLAN


      1. PURPOSE. The purpose of this Long-Term Incentive Plan (the "Plan") of
FLAG Telecom Holdings Limited, a Bermuda company (the "Company"), is to advance
the interests of the Company and its stockholders by providing a means to
attract, retain and reward officers and employees of and consultants of and
service providers to the Company and its subsidiaries and to enable such persons
to acquire or increase a proprietary interest in the Company, thereby promoting
a closer identity of interests between such persons and the Company's
stockholders.

      2. DEFINITIONS. The definitions of awards under the Plan, including
Options, SARs, Restricted Stock, Deferred Stock, Stock granted as a bonus or in
lieu of other awards, Dividend Equivalents and Other Stock-Based Awards are set
forth in Section 6 of the Plan. Such awards, together with any other right or
interest granted to a Participant under the Plan, are termed "Awards." For
purposes of the Plan, the following additional terms shall be defined as set
forth below:

      (a) "Award Agreement" means any written agreement, contract, certificate,
notice or other instrument or document evidencing an Award.

      (b) "Beneficiary" shall mean the person, persons, trust or trusts which
have been designated by a Participant in his or her most recent written
beneficiary designation filed with the Committee to receive the benefits
specified under the Plan upon such Participant's death or, if there is no
designated Beneficiary or surviving designated Beneficiary, then the person,
persons, trust or trusts entitled by will or the laws of descent and
distribution to receive such benefits.

      (c)   "Board" means the Board of Directors of the Company.

      (d) "Cause" means, with respect to a Participant, any of the following by
such Participant: (i) material breach of any of such Participant's covenants or
obligations under any applicable employment agreement or non-compete agreement;
(ii) continued failure after written notice from the Company or any applicable
subsidiary to perform job responsibilities with full-time and good-faith efforts
or to follow the reasonable instructions of such Participant's superiors; (iii)
commission of a crime constituting a felony (or its equivalent) under the laws
of any jurisdiction in which the Company or any applicable subsidiary conducts
its business or other crime involving moral turpitude; or (iv) material
violation of any material law or regulation (including, without limitation, the
Foreign Corrupt Practices Act or any similar non-U.S. statute) or any policy or
code of conduct adopted by the Company or engaging in any other form of
misconduct which, if it were made public, could reasonably be expected to
adversely affect the business reputation or affairs of the Company.
Notwithstanding the foregoing, if any Participant is party to an employment or
consulting agreement governing the terms of his employment or consultancy with
the Company or any of its subsidiaries, and such agreement includes a definition
of cause, then for purposes hereof, cause shall have the meaning ascribed
thereto in such agreement.


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      (e) "Code" means the United States Internal Revenue Code of 1986, as
amended from time to time. References to any provision of the Code shall be
deemed to include regulations thereunder and successor provisions and
regulations thereto.

      (f) "Committee" means the committee appointed by the Board to administer
the Plan, or if no committee is appointed, the Board.

      (g) "Fair Market Value" means with respect to Stock, Awards, or other
property, the fair market value of such Stock, Awards, or other property
determined by such methods or procedures as shall be established from time to
time by the Committee, provided, however, that (i) if the Stock is listed on an
established securities exchange or quoted in an interdealer quotation system,
the Fair Market Value of such Stock on a given date shall be based upon the last
sales price or, if unavailable, the average of the closing bid and asked prices
per share of the Stock on such date (or, if there was no trading or quotation in
the Stock on such date, on the next preceding date on which there was trading or
quotation) as provided by one of such organizations, and (ii) the Fair Market
Value of Stock on the date on which shares of Stock are first issued and sold
pursuant to a registration statement filed with and declared effective by the
United States Securities and Exchange Commission shall be the public offering
price of the shares so issued and sold, as set forth in the first final
prospectus used in such offering. Notwithstanding the foregoing, the
determination of Fair Market Value shall be made in compliance with the
requirements of applicable laws (including laws that afford favorable tax
treatment to Participants).

      (h) "ISO" means any Option intended to be and designated as an incentive
stock option within the meaning of Section 422 of the Code.

      (i) "Participant" means a person who, at a time when eligible under
Section 5 hereof, has been granted an Award under the Plan.

      (j) "Stock" means the Ordinary Share capital, par value $.0006 per share,
of the Company and such other securities as may be substituted for Stock or such
other securities pursuant to Section 4.

      3.    ADMINISTRATION.

      (a)   AUTHORITY OF THE COMMITTEE. The Plan shall be administered by the
            Committee. The Committee shall have full and final authority to take
            the following actions, in each case subject to and consistent with
            the provisions of the Plan:

            (i)   to select persons to whom Awards may be granted;

            (ii)  to  determine  the type or types of Awards to be  granted  to
      each such person;



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            (iii) to determine the number of Awards to be granted, the number of
      shares of Stock to which an Award will relate, the terms and conditions of
      any Award granted under the Plan (including, but not limited to, any
      exercise price, grant price or purchase price, any restriction or
      condition, any schedule for lapse of restrictions or conditions relating
      to transferability or forfeiture, exercisability or settlement of an
      Award, and waivers or accelerations thereof, performance conditions
      relating to an Award, based in each case on such considerations as the
      Committee shall determine), and all other matters to be determined in
      connection with an Award;

            (iv) to determine whether, to what extent and under what
      circumstances an Award may be settled, or the exercise price of an Award
      may be paid, in cash, Stock, other Awards, or other property, or an Award
      may be canceled, forfeited, or surrendered;

            (v) to determine whether, to what extent and under what
      circumstances cash, Stock, other Awards or other property payable with
      respect to an Award will be deferred either automatically, at the election
      of the Committee or at the election of the Participant;

            (vi) to determine the rights and restrictions, if any, to which
      Stock received upon exercise or settlement of an Award shall be subject
      (including lock-ups, rights of first refusal, call rights and "drag-along"
      rights), and may condition the delivery of such Stock upon the execution
      by the Participant of any agreement (including a stockholders agreement)
      providing for such restrictions;

            (vii) to  prescribe  the form of each Award  Agreement,  which need
      not be identical for each Participant;

            (viii) to adopt, amend, suspend, waive and rescind such rules and
      regulations and appoint such agents as the Committee may deem necessary or
      advisable to administer the Plan;

            (ix) to correct any defect or supply any omission or reconcile any
      inconsistency in the Plan and to construe and interpret the Plan and any
      Award, rules and regulations, Award Agreement or other instrument
      hereunder; and

            (x) to make all other decisions and determinations as may be
      required under the terms of the Plan or as the Committee may deem
      necessary or advisable for the administration of the Plan

      Other provisions of the Plan notwithstanding, the Board may perform any
function of the Committee under the Plan. In any case in which the Board is
performing a function of the Committee under the Plan, each reference to the
Committee herein shall be deemed to refer to the Board.

      (b) MANNER OF EXERCISE OF COMMITTEE AUTHORITY. Any action of the Committee
with respect to the Plan shall be final, conclusive and binding on all persons,
including the Company, subsidiaries of the Company, Participants, any person
claiming any rights under the Plan from or



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through any Participant and stockholders, except to the extent the Committee may
subsequently modify, or take further action not consistent with, its prior
action. If not specified in the Plan, the time at which the Committee must or
may make any determination shall be determined by the Committee, and any such
determination may thereafter by modified by the Committee (subject to Section
8(e)). The express grant of any specific power to the Committee, and the taking
of any action by the Committee, shall not be construed as limiting any power or
authority of the Committee. The Committee may delegate to officers or managers
of the Company or any subsidiary of the Company the authority, subject to such
terms as the Committee shall determine, to perform such functions as the
Committee may determine, to the extent permitted under applicable law.

      (c) LIMITATION OF LIABILITY. Each member of the Committee shall be
entitled to, in good faith, rely or act upon any report or other information
furnished to him by any officer or other employee of the Company or any
subsidiary, the Company's independent certified public accountants or any
executive compensation consultant, legal counsel or other professional retained
by the Company to assist in the administration of the Plan. No member of the
Committee, nor any officer or employee of the Company acting on behalf of the
Committee, shall be personally liable for any action, determination or
interpretation taken or made in good faith with respect to the Plan, and all
members of the Committee and any officer or employee of the Company acting on
its behalf shall, to the extent permitted by law, be fully indemnified and
protected by the Company with respect to any such action, determination or
interpretation.

      4.    STOCK SUBJECT TO PLAN.

      (a) AMOUNT OF STOCK RESERVED. The total number of shares of Stock that may
be delivered pursuant to the exercise or settlement of all Awards shall not
exceed 9,263,791; PROVIDED, HOWEVER, that shares subject to Awards shall not be
deemed delivered if such Awards are forfeited, expire or otherwise terminate
without delivery of shares to the Participant. If an Award valued by reference
to Stock may only be settled in cash, the number of shares to which such Award
relates shall be deemed to be Stock subject to such Award for purposes of this
Section 4(a). Any shares of Stock delivered pursuant to an Award may consist, in
whole or in part, of authorized and unissued shares, treasury shares or shares
acquired in the market for a Participant's account.

      (b) ADJUSTMENTS. In the event that the Committee shall determine that any
recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase or exchange of Stock or other
securities, Stock dividend or other special, large and non-recurring dividend or
distribution (whether in the form of cash, securities or other property),
liquidation, dissolution, or other similar corporate transaction or event,
affects the Stock such that an adjustment is appropriate in order to prevent
dilution or enlargement of the rights of Participants under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of
(i) the number and kind of shares of Stock reserved and available for Awards
under Section 4(a), (ii) the number and kind of shares of outstanding Restricted
Stock or other outstanding Award in connection with which shares have been
issued, (iii) the number and kind of shares that may be issued in respect of
other outstanding Awards and (iv) the exercise price, grant price or purchase
price relating to any Award (or, if deemed appropriate, the



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Committee may make provision for a cash payment with respect to any outstanding
Award). In addition, the Committee is authorized to make adjustments in the
terms and conditions of, and the criteria included in, Awards (including,
without limitation, cancellation of unexercised or outstanding Awards, or
substitution of Awards using stock of a successor or other entity) in
recognition of unusual or nonrecurring events (including, without limitation,
events described in the preceding sentence) affecting the Company or any
subsidiary or the financial statements of the Company or any subsidiary, or in
response to changes in applicable laws, regulations, or accounting principles.

      5. ELIGIBILITY. Persons who are officers or employees of the Company and
its subsidiaries, and persons who provide consulting or other services to the
Company or its subsidiaries deemed by the Committee to be of substantial value
to the Company, are eligible to be granted Awards under the Plan; PROVIDED,
HOWEVER, that no person who is not an employee of the Company or its
subsidiaries shall be eligible to be granted Awards under the Plan if such
eligibility would result in a violation of applicable law or require the Company
to comply with burdensome securities registration requirements. In addition,
persons who have been offered employment by the Company or any of its
subsidiaries, and persons employed by an entity that the Committee reasonably
expects to become a subsidiary of the Company, are eligible to be granted an
Award under the Plan; PROVIDED, HOWEVER, that such Award shall be canceled if
such person fails to commence such employment, or such entity fails to become a
subsidiary, and no payment of value may be made in connection with such Award
until such person has commenced such employment or until such entity becomes a
subsidiary.

      6.    SPECIFIC TERMS OF AWARDS.

      (a) GENERAL. Awards may be granted on the terms and conditions set forth
in this Section 6. In addition, the Committee may impose on any Award or the
exercise thereof such additional terms and conditions, not inconsistent with the
provisions of the Plan, as the Committee shall determine, including terms
requiring forfeiture of Awards in the event of termination of employment or
service of the Participant.

      (b) OPTIONS. The Committee is authorized to grant options to purchase
Stock (including "reload" options automatically granted to offset specified
exercises of Options) on the following terms and conditions ("Options"):

            (i)   EXERCISE  PRICE.  The  exercise  price  per  share  of  Stock
      purchasable under an Option shall be determined by the Committee.

            (ii) TIME AND METHOD OF EXERCISE. The Committee shall determine the
      time or times at which an Option may be exercised in whole or in part, the
      methods by which the exercise price may be paid or deemed to be paid, the
      form of such payment, including, without limitation, cash, Stock, other
      Awards or awards granted under other Company plans or other property
      (including notes or other contractual obligations of Participants to make
      payment on a deferred basis, such as through "cashless exercise"
      arrangements, to the extent permitted by applicable law), and the methods
      by which Stock will be delivered or deemed to be delivered to
      Participants.



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            (iii) TERMINATION OF EMPLOYMENT. The Committee shall determine the
      period, if any, during which Options shall be exercisable following a
      Participant's termination of employment with the Company and its
      subsidiaries. For this purpose, any sale of a subsidiary of the Company
      pursuant to which it ceases to be a subsidiary of the Company shall be
      deemed to be a termination of employment by any Participant employed by
      such subsidiary. Unless otherwise determined by the Committee, (i) during
      any period that an Option is exercisable following termination of
      employment, it shall be exercisable only to the extent it was exercisable
      upon such termination of employment, and (ii) if such termination of
      employment is for Cause, all Options held by the Participant shall
      immediately terminate.

            (iv) SALE OF THE COMPANY. All Options outstanding under the Plan
      (including ISOs) shall terminate upon the consummation of any transaction
      whereby the Company (or any successor to the Company or substantially all
      of its business) becomes a wholly-owned subsidiary of any corporation,
      unless such other corporation shall continue or assume the Plan as it
      relates to Options then outstanding (in which case such other corporation
      shall be treated as the Company for all purposes hereunder, and, pursuant
      to Section 4(b), the Committee of such other corporation shall make
      appropriate adjustment in the number and kind of shares of Stock subject
      thereto and the exercise price per share thereof to reflect consummation
      of such transaction). If the Plan is not to be so assumed, the Company
      shall notify the Participant of consummation of such transaction at least
      ten days in advance thereof.

            (v) OPTIONS PROVIDING FAVORABLE TAX TREATMENT. The Committee may
      grant Options that may afford a Participant with favorable treatment under
      the tax laws applicable to such Participant, including, but not limited to
      ISOs (as set forth in Section 6(c)).

      (c) ISOS. The Committee is authorized to grant ISOs under the Plan to a
person who is a natural person employed by the Company or a subsidiary thereof
(including employees who are also directors and including persons expected to
become employees, in which case such Option shall be effective as of the date
such person is first treated as an employee for payroll purposes) and who at the
time of grant of the Option is or reasonably expects to be subject to United
States income taxation. The terms of any ISO granted under the Plan shall comply
in all respects with the provisions of Section 422 of the Code, including but
not limited to the requirement that no ISO shall be granted with an exercise
price less than 100% (110% for an individual described in Section 422(b)(6) of
the Code) of the Fair Market Value of a share of Stock on the date of grant and
granted no more than ten years after the effective date of the Plan. Anything in
the Plan to the contrary notwithstanding, no term of the Plan relating to ISOs
shall be interpreted, amended, or altered, nor shall any discretion or authority
granted under the Plan be exercised, so as to disqualify either the Plan or any
ISO under Section 422 of the Code, unless requested by the affected Participant.
If Stock acquired by exercise of an ISO is sold or otherwise disposed of within
two years after the date of grant of the ISO or within one year after the
transfer of such Stock to the Participant, the holder of the Stock immediately
prior to the disposition shall promptly notify the Company in writing of the
date and terms of the disposition



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and shall provide such other information regarding the disposition as the
Company may reasonably require in order to secure any deduction then available
against the Company's or any other corporation's taxable income. Each Option
granted as an ISO shall be designated as such in the Award Agreement relating to
such Option.

      (d)   STOCK  APPRECIATION  RIGHTS.  The  Committee is authorized to grant
stock appreciation rights on the following terms and conditions ("SARs"):

            (i) RIGHT TO PAYMENT. An SAR shall confer on the Participant to whom
      it is granted a right to receive, upon exercise thereof, the excess of (A)
      the Fair Market Value of one share of Stock on the date of exercise (or,
      if the Committee shall so determine in the case of any such right other
      than one related to an ISO, the Fair Market Value of one share at any time
      during a specified period before or after the date of exercise), over (B)
      the grant price of the SAR as determined by the Committee as of the date
      of grant of the SAR, which, except as provided in Section 7(a), shall be
      not less than the Fair Market Value of one share of Stock on the date of
      grant.

            (ii) OTHER TERMS. The Committee shall determine the time or times at
      which an SAR may be exercised in whole or in part, the method of exercise,
      method of settlement, form of consideration payable in settlement, method
      by which Stock will be delivered or deemed to be delivered to
      Participants, whether or not an SAR shall be in tandem with any other
      Award, and any other terms and conditions of any SAR.

      (e) RESTRICTED STOCK. The Committee is authorized to grant Stock that is
subject to restrictions based on continued employment on the following terms and
conditions ("Restricted Stock"):

            (i) GRANT AND RESTRICTIONS. Restricted Stock shall be subject to
      such restrictions on transferability and other restrictions, if any, as
      the Committee may impose, which restrictions may lapse separately or in
      combination at such times, under such circumstances, in such installments,
      or otherwise, as the Committee may determine. Except to the extent
      restricted under the terms of the Plan and any Award Agreement relating to
      the Restricted Stock, a Participant granted Restricted Stock shall have
      all of the rights of a stockholder including, without limitation, the
      right to vote Restricted Stock or the right to receive dividends thereon.

            (ii) FORFEITURE. Except as otherwise determined by the Committee,
      upon termination of employment or service (as determined under criteria
      established by the Committee) during the applicable restriction period,
      Restricted Stock that is at that time subject to restrictions shall be
      forfeited and reacquired by the Company; PROVIDED, HOWEVER, that the
      Committee may provide, by rule or regulation or in any Award Agreement, or
      may determine in any individual case, that restrictions or forfeiture
      conditions relating to Restricted Stock will be waived in whole or in part
      in the event of termination resulting from specified causes.



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            (iii) CERTIFICATES FOR STOCK. Restricted Stock granted under the
      Plan may be evidenced in such manner as the Committee shall determine. If
      certificates representing Restricted Stock are registered in the name of
      the Participant, such certificates may bear an appropriate legend
      referring to the terms, conditions, and restrictions applicable to such
      Restricted Stock, the Company may retain physical possession of the
      certificate, and the Participant shall have delivered a stock power to the
      Company, endorsed in blank, relating to the Restricted Stock.

            (iv) DIVIDENDS. Dividends paid on Restricted Stock shall be either
      paid at the dividend payment date in cash or in shares of unrestricted
      Stock having a Fair Market Value equal to the amount of such dividends, or
      the payment of such dividends shall be deferred and/or the amount or value
      thereof automatically reinvested in additional Restricted Stock, other
      Awards, or other investment vehicles, as the Committee shall determine or
      permit the Participant to elect. Stock distributed in connection with a
      Stock split or Stock dividend, and other property distributed as a
      dividend, shall be subject to restrictions and a risk of forfeiture to the
      same extent as the Restricted Stock with respect to which such Stock or
      other property has been distributed, unless otherwise determined by the
      Committee.

      (f) DEFERRED STOCK. The Committee is authorized to grant units
representing the right to receive Stock at a future date subject to the
following terms and conditions ("Deferred Stock"):

            (i) AWARD AND RESTRICTIONS. Delivery of Stock will occur upon
      expiration of the deferral period specified for an Award of Deferred Stock
      by the Committee (or, if permitted by the Committee, as elected by the
      Participant). In addition, Deferred Stock shall be subject to such
      restrictions as the Committee may impose, if any, which restrictions may
      lapse at the expiration of the deferral period or at earlier specified
      times, separately or in combination, in installments or otherwise, as the
      Committee may determine.

            (ii) FORFEITURE. Except as otherwise determined by the Committee,
      upon termination of employment or service (as determined under criteria
      established by the Committee) during the applicable deferral period or
      portion thereof to which forfeiture conditions apply (as provided in the
      Award Agreement evidencing the Deferred Stock), all Deferred Stock that is
      at that time subject to such forfeiture conditions shall be forfeited;
      PROVIDED, HOWEVER, that the Committee may provide, by rule or regulation
      or in any Award Agreement, or may determine in any individual case, that
      restrictions or forfeiture conditions relating to Deferred Stock will be
      waived in whole or in part in the event of termination resulting from
      specified causes.

      (g) BONUS STOCK AND AWARDS IN LIEU OF CASH OBLIGATIONS. The Committee is
authorized to grant Stock as a bonus, or to grant Stock or other Awards in lieu
of Company obligations to pay cash under other plans or compensatory
arrangements.



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      (h) DIVIDEND EQUIVALENTS. The Committee is authorized to grant Awards
entitling the Participant to receive cash, Stock, other Awards or other property
equal in value to dividends paid with respect to a specified number of shares of
Stock ("Dividend Equivalents"). Dividend Equivalents may be awarded on a
free-standing basis or in connection with another Award. The Committee may
provide that Dividend Equivalents shall be paid or distributed when accrued or
shall be deemed to have been reinvested in additional Stock, Awards or other
investment vehicles, and subject to such restrictions on transferability and
risks of forfeiture, as the Committee may specify.

      (i) OTHER STOCK-BASED AWARDS. The Committee is authorized, subject to
limitations under applicable law, to grant such other Awards that may be
denominated or payable in, valued in whole or in part by reference to, or
otherwise based on, or related to, Stock and factors that may influence the
value of Stock, as deemed by the Committee to be consistent with the purposes of
the Plan, including, without limitation, convertible or exchangeable debt
securities, other rights convertible or exchangeable into Stock, purchase rights
for Stock, Awards with value and payment contingent upon performance of the
Company or any other factors designated by the Committee and Awards valued by
reference to the book value of Stock or the value of securities of or the
performance of specified subsidiaries ("Other Stock Based Awards"). The
Committee shall determine the terms and conditions of such Awards. Stock issued
pursuant to an Award in the nature of a purchase right granted under this
Section 6(i) shall be purchased for such consideration, paid for at such times,
by such methods, and in such forms, including, without limitation, cash, Stock,
other Awards, or other property, as the Committee shall determine. Cash awards,
as an element of or supplement to any other Award under the Plan, may be granted
pursuant to this Section 6(i).

      7.    CERTAIN PROVISIONS APPLICABLE TO AWARDS.

      (a) STAND-ALONE, ADDITIONAL, TANDEM, AND SUBSTITUTE AWARDS. Awards granted
under the Plan 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, any
subsidiary or any business entity to be acquired by the Company or a subsidiary,
or any other right of a Participant to receive payment from the Company or any
subsidiary. Awards granted in addition to or in tandem with other Awards or
awards may be granted either as of the same time as or a different time from the
grant of such other Awards or awards.

      (b) TERM OF AWARDS. The term of each Award shall be for such period as may
be determined by the Committee; PROVIDED, HOWEVER, that in no event shall the
term of any ISO or an SAR granted in tandem therewith exceed a period of ten
years from the date of its grant (or such shorter period as may be applicable
under Section 422 of the Code), and in no event shall an Option that is granted
to a resident of the United Kingdom have a term that exceeds seven years from
the date of its grant.

      (c) FORM OF PAYMENT UNDER AWARDS. Subject to the terms of the Plan and any
applicable Award Agreement, payments to be made by the Company or a subsidiary
upon the grant, exercise or settlement of an Award may be made in such forms as
the Committee shall



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determine, including, without limitation, cash, Stock, other Awards or other
property, and may be made in a single payment or transfer, in installments or on
a deferred basis. Such payments 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 Stock.

      (d) LOAN PROVISIONS. With the consent of the Committee, and subject at all
times to, and only to the extent, if any, permitted under and in accordance
with, laws and regulations and other binding obligations or provisions
applicable to the Company, the Company may make, guarantee or arrange for a loan
or loans to a Participant with respect to the exercise of any Option or other
payment in connection with any Award, including the payment by a Participant of
any or all federal, state or local income or other taxes due in connection with
any Award. Subject to such limitations, the Committee shall have full authority
to decide whether to make a loan or loans hereunder and to determine the amount,
terms and provisions of any such loan or loans, including the interest rate to
be charged in respect of any such loan or loans, whether the loan or loans are
to be with or without recourse against the borrower, the terms on which the loan
is to be repaid and conditions, if any, under which the loan or loans may be
forgiven.

      8.  GENERAL PROVISIONS.

      (a) COMPLIANCE WITH LAWS AND OBLIGATIONS. The Company shall not be
obligated to issue or deliver Stock in connection with any Award or take any
other action under the Plan in a transaction subject to the requirements of any
applicable securities law, any requirement under any listing agreement between
the Company and any securities exchange or automated quotation system or any
other law, regulation or contractual obligation of the Company until the Company
is satisfied that such laws, regulations, and other obligations of the Company
have been complied with in full. Certificates representing shares of Stock
issued under the Plan will be subject to such stop-transfer orders and other
restrictions as may be applicable under such laws, regulations and other
obligations of the Company, including any requirement that a legend or legends
be placed thereon.

      (b) LIMITATIONS ON TRANSFERABILITY. Awards and other rights under the Plan
will not be transferable by a Participant except by will or the laws of descent
and distribution or to a Beneficiary in the event of the Participant's death,
shall not be pledged, mortgaged, hypothecated or otherwise encumbered, or
otherwise subject to the claims of creditors, and, in the case of ISOs and SARs
in tandem therewith, shall be exercisable during the lifetime of a Participant
only by such Participant or his guardian or legal representative; PROVIDED,
HOWEVER, that if permitted by applicable law, such Awards and other rights
(other than ISOs and SARs in tandem therewith) may be transferred to one or more
transferees during the lifetime of the Participant to the extent and on such
terms as then may be permitted by the Committee.

      (c) NO RIGHT TO CONTINUED EMPLOYMENT OR SERVICE. Neither the Plan nor any
action taken hereunder shall be construed as giving any employee or other person
the right to be retained in the employ or service of the Company or any of its
subsidiaries, nor shall it interfere



                                       10
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in any way with the right of the Company or any of its subsidiaries to terminate
any employee's employment or other person's service at any time.

      (d) TAXES. The Company and any subsidiary is authorized to withhold from
any Award granted or to be settled, any delivery of Stock in connection with an
Award, any other payment relating to an Award or any payroll or other payment to
a Participant amounts of withholding and other taxes due or potentially payable
in connection with any transaction involving an Award, and to take such other
action as the Committee may deem advisable to enable the Company and
Participants to satisfy obligations for the payment of withholding taxes and
other tax obligations relating to any Award. This authority shall include
authority to withhold or receive Stock or other property and to make cash
payments in respect thereof in satisfaction of a Participant's tax obligations.

      (e) CHANGES TO THE PLAN AND AWARDS. The Board may amend, alter, suspend,
discontinue or terminate the Plan or the Committee's authority to grant Awards
under the Plan without the consent of stockholders or Participants, except that
any such action shall be subject to the approval of the Company's stockholders
at or before the next annual meeting of stockholders for which the record date
is after such Board action if such stockholder approval is required by any
federal or state law or regulation or the rules of any stock exchange or
automated quotation system on which the Stock may then be listed or quoted, and
the Board may otherwise, in its discretion, determine to submit other such
changes to the Plan to stockholders for approval; PROVIDED, HOWEVER, that,
without the consent of an affected Participant, no such action may materially
impair the rights of such Participant under any Award theretofore granted to him
(as such rights are set forth in the Plan and the Award Agreement). The
Committee may waive any conditions or rights under, or amend, alter, suspend,
discontinue, or terminate, any Award theretofore granted and any Award Agreement
relating thereto; PROVIDED, HOWEVER, that, without the consent of an affected
Participant, no such action may materially impair the rights of such Participant
under such Award (as such rights are set forth in the Plan and the Award
Agreement). The Board or the Committee shall also have the authority to
establish separate sub-plans under the Plan with respect to Participants
resident in a particular jurisdiction (the terms of which shall not be
inconsistent with those of the Plan) if necessary or desirable to comply with
the applicable laws of such jurisdiction.


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<PAGE>

      (f) NO RIGHTS TO AWARDS; NO STOCKHOLDER RIGHTS. The grant of an Award to a
Participant shall not confer upon such Participant the right to receive an
additional Award, and there is no obligation for uniformity of treatment of
Participants and employees. No Award shall confer on any Participant any of the
rights of a stockholder of the Company unless and until Stock is duly issued or
transferred and delivered to the Participant in accordance with the terms of the
Award or, in the case of an Option, the Option is duly exercised.

      (g) UNFUNDED STATUS OF AWARDS; CREATION OF TRUSTS. The Plan is intended to
constitute an "unfunded" plan for incentive and deferred compensation. With
respect to any payments not yet made to a Participant pursuant to an Award,
nothing contained in the Plan or any Award shall give any such Participant any
rights that are greater than those of a general creditor of the Company;
PROVIDED, HOWEVER, that the Committee may authorize the creation of trusts or
make other arrangements to meet the Company's obligations under the Plan to
deliver cash, Stock, other Awards, or other property pursuant to any Award,
which trusts or other arrangements shall be consistent with the "unfunded"
status of the Plan unless the Committee otherwise determines with the consent of
each affected Participant.

      (h) NONEXCLUSIVITY OF THE PLAN. Neither the adoption of the Plan by the
Board nor its submission to the stockholders of the Company for approval shall
be construed as creating any limitations on the power of the Board to adopt such
other compensatory arrangements as it may deem desirable, including, without
limitation, the granting of stock options otherwise than under the Plan, and
such arrangements may be either applicable generally or only in specific cases.

      (i) NO FRACTIONAL SHARES. No fractional shares of Stock shall be issued or
delivered pursuant to the Plan or any Award. The Committee shall determine
whether cash, other Awards, or other property shall be issued or paid in lieu of
such fractional shares or whether such fractional shares or any rights thereto
shall be forfeited or otherwise eliminated.

      (j) GOVERNING LAW. The validity, construction and effect of the Plan, any
rules and regulations relating to the Plan and any Award Agreement shall be
determined in accordance with the laws of Bermuda, without giving effect to
principles of conflicts of laws, and applicable federal law.

      (k) EFFECTIVE DATE; PLAN TERMINATION. The Plan shall become effective as
of the date of its adoption by the Board and approval of the Company's
stockholders, and shall continue in effect until terminated by the Board.



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