NEUBERGER BERMAN INC
EXHIBIT 10.22
<DOCUMENT>
<TYPE>EX-10.22
<SEQUENCE>8
<FILENAME>a2039776zex-10_22.txt
<DESCRIPTION>EXHIBIT 10.22
<TEXT>

<PAGE>

                                                                   Exhibit 10.22


                              NEUBERGER BERMAN INC.
                          EMPLOYEE STOCK PURCHASE PLAN
            (AMENDED AND RESTATED, EFFECTIVE AS OF SEPTEMBER 1, 2000)

     1. PURPOSE. The purpose of the Plan is to provide Employees of the Company
and its Designated Subsidiaries with an opportunity to purchase Common Stock of
the Company through accumulated payroll deductions. It is the intention of the
Company to have the Plan qualify as an "Employee Stock Purchase Plan" under
Section 423 of the Code. The provisions of the Plan, accordingly, shall be
construed so as to extend and limit participation in a manner consistent with
the requirements of that section of the Code.

     2. DEFINITIONS.

          (a) "BOARD" shall mean the Board of Directors of the Company.

          (b) "CODE" shall mean the Internal Revenue Code of 1986, as amended.

          (c) "Committee" shall mean the Executive Committee of the Board or its
designees, or such other committee as may be appointed by the Board, which shall
be the administrative committee for the Plan.

          (d) "COMMON STOCK" shall mean the Common Stock of the Company, $0.01
par value per share.

          (e) "COMPANY" shall mean Neuberger Berman Inc., a Delaware
corporation.

          (f) "COMPENSATION" shall mean all wages, salary, overtime, bonuses,
and commissions.

          (g) "DESIGNATED SUBSIDIARIES" shall mean the Subsidiaries which have
been designated by the Board, from time to time in its sole discretion as
eligible to participate in the Plan, as set forth on Schedule A attached hereto.

          (h) "EMPLOYEE" shall mean any individual who is an employee of the
Company or a Designated Subsidiary for purposes of tax withholding under the
Code whose customary employment with the Company or any Designated Subsidiary is
at least twenty (20) hours per week and who has been employed by the Company or
any Designated Subsidiary for a period of at least one Year of Service. For
purposes of the Plan, the employment relationship shall be treated as continuing
intact while the individual is on sick leave or other leave of absence approved
by the Company. Where the period of leave exceeds 90 days and the individual's
right to reemployment is not guaranteed either by statute or by contract, the
employment relationship will be deemed to have terminated on the 91st day of
such leave.

          (i) "ENROLLMENT DATE" shall mean the first Trading Day of each
Offering Period.

          (j) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.

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          (k) "EXERCISE DATE" shall mean the last Trading Day of each Offering
Period.

          (l) "FAIR MARKET VALUE" shall mean, as of any date, the value of
Common Stock determined as follows:

               (1) if the Common Stock is listed on a national securities
          exchange, the average of the high and low sales prices of the Common
          Stock on the primary exchange with which the Common Stock is listed
          and traded on the determination date;

               (2) if the Common Stock is not listed on any national securities
          exchange but is quoted in the NASDAQ National Market System, average
          of the high and low sales prices of the Common on the determination
          date; or

               (3) if the Common Stock is not listed on a national securities
          exchange nor quoted in the NASDAQ National Market System on a last
          sale basis, the amount determined by the Committee to be the fair
          market value based upon a good faith attempt to value the Common Stock
          accurately and computed in accordance with applicable regulations of
          the Internal Revenue Service.

          (m) "OFFERING PERIOD" shall mean, subject to the second sentence of
Section 4 hereof, each fiscal quarter commencing on the first Trading Day on or
after January 1, April 1, July 1, and October 1 and ending on or prior to the
last calendar day of each such quarter; PROVIDED, HOWEVER that, unless otherwise
determined by the Committee, the first Offering Period shall commence on October
1, 2000 and shall end on December 31, 2000.

          (n) "PARENT" shall mean a corporation which is a "parent corporation"
of the Company within the meaning of section 424(e) of the Code.

          (o) "PLAN" shall mean this Neuberger Berman Inc. Employee Stock
Purchase Plan.

          (p) "PURCHASE PRICE" shall mean an amount equal to 85% of the Fair
Market Value of a share of Common Stock on the Exercise Date.

          (q) "RESERVES" shall mean the number of shares of Common Stock covered
by each option under the Plan which have not yet been exercised and the number
of shares of Common Stock which have been authorized for issuance under the Plan
but not yet placed under option.

          (r) "Restricted Period" shall mean the one year period after purchase
that the shares of Common Stock purchased hereunder shall be nontransferable and
held by the Company as set forth in 9 hereof.

          (s) "RETIREMENT" shall mean termination of employment with the Company
or any Designated Subsidiary by an Employee on or after the date such Employee
reaches age 55 with 15 Years of Service, unless otherwise determined by the
Committee.

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          (t) "RULE 16B-3" shall mean Rule 16b-3 promulgated under the Exchange
Act or any successor provision.

          (u) "SUBSIDIARY" shall mean a corporation which is a "subsidiary
corporation" of the Company within the meaning of section 424(f) of the Code.

          (v) "TRADING DAY" shall mean a day on which national stock exchanges
and NASDAQ are open for trading.

          (w) "YEAR OF SERVICE" shall mean each complete twelve (12) consecutive
month period of employment commencing with an Employee's date of hire by the
Company or a Designated Subsidiary and each anniversary thereof.

     3. ELIGIBILITY.

          (a) Each person who is an Employee, on a given Enrollment Date, shall
be eligible to participate in the Plan.

          (b) Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan (i) if, immediately after the
grant, such Employee would own Common Stock (together with stock owned by any
other person or entity that would be attributed to such Employee pursuant to
section 424(d) of the Code) of the Company (including, for this purpose, all
shares of stock subject to any outstanding options to purchase such stock,
whether or not currently exercisable and irrespective of whether such options
are subject to the favorable tax treatment of section 421(a) of the Code)
possessing five percent (5%) or more of the total combined voting power or value
of all classes of stock of the Company or of any Parent or Subsidiary, or (ii)
which permits his or her rights to purchase stock under all employee stock
purchase plans (within the meaning of section 423 of the Code) of the Company
and its Parents and Subsidiaries to accrue at a rate which exceeds Twenty-Five
Thousand Dollars ($25,000) worth of Common Stock (determined at the Fair Market
Value of the Common Stock at the time such option is granted) for each calendar
year in which such option is outstanding at any time. The limitation described
in clause (ii) of the preceding sentence shall be applied in a manner consistent
with Section 423(b)(8) of the Code.

     4. OFFERING PERIODS. The Plan shall be implemented by consecutive Offering
Periods continuing from the first Offering Period until terminated in accordance
with Section 19 hereof. The Committee shall have the power to change the
duration of Offering Periods (including the commencement dates thereof) with
respect to future offerings without stockholder approval if such change is
announced at least twenty (20) days prior to the scheduled beginning of the
first Offering Period to be affected thereafter.

     5. PARTICIPATION.

          (a) An Employee may become a participant in the Plan for an Offering
Period by completing a subscription agreement authorizing payroll deductions in
the form of Exhibit A to this Plan and filing it with the Committee no earlier
than the first day and no later than the 21st day of the month immediately prior
to the applicable Enrollment Date, unless a later time for

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filing the subscription agreement is set by the Committee for all Employees with
respect to a given Offering Period.

          (b) Payroll deductions for a participant shall commence on the first
payroll date on or following the Enrollment Date and shall end on the last
payroll date in the Offering Period to which such authorization is applicable,
unless sooner terminated by the participant as provided in Section 10 hereof.

     6. PAYROLL DEDUCTIONS.

          (a) At the time a participant files his or her subscription agreement,
he or she shall elect to have payroll deductions made on each pay day during the
Offering Period in an amount (expressed as a whole number percentage) not
exceeding ten percent (10%) of the Compensation which he or she receives on each
pay day during the Offering Period; PROVIDED, HOWEVER, that the maximum number
of shares and fractions thereof which may be purchased by any participant during
any Offering Period is the number of shares and fractions thereof having an
aggregate Purchase Price equal to (i) $10,000 minus (ii) the aggregate Purchase
Price of all shares of Common Stock and fractions thereof previously purchased
during such calendar year.

          (b) All payroll deductions made for a participant shall be credited to
his or her account under the Plan and will be withheld in whole percentages
only. A participant may not make any additional payments into such account.

          (c) A participant may discontinue his or her participation in the Plan
with respect to any Offering Period only as provided in Section 10 hereof. Once
an Offering Period has commenced, a participant may not increase or decrease the
rate of his or her payroll deductions for that Offering Period, but may, during
that Offering Period, increase or decrease the rate of his or her payroll
deductions for the next succeeding Offering Period, by completing or filing with
the Committee a new subscription agreement, no later than the 25th day of the
month immediately prior to the end of that Offering Period, authorizing a change
in payroll deduction rate. A participant's subscription agreement shall remain
in effect for successive Offering Periods unless terminated as provided in
Section 10 hereof.

          (d) Notwithstanding the foregoing, a participant's payroll deductions
may be decreased to 0% (i) at any time, to the extent necessary to comply with
Section 423(b)(8) of the Code and Section 3(b) hereof, and (ii) for each
Offering Period, at such time during such Offering Period that the aggregate
Purchase Price of the shares of Common Stock and fractions thereof previously
purchased during the calendar year when added to the aggregate Purchase Price of
the shares of Common Stock and fractions thereof to be purchased with respect to
such then current Offering Period equals or would exceed $10,000 in such
calendar year. Subject to the preceding sentence, payroll deductions shall
recommence at the rate provided in such participant's subscription agreement at
the beginning of the next succeeding Offering Period, unless terminated by the
participant as provided in Section 10 hereof.

          (e) At the time the option is exercised, in whole or in part, or at
the time some or all of the Common Stock issued under the Plan is disposed of,
the participant must make adequate provisions for the Company's federal, state,
or other tax withholding obligations, if any,

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which arise upon the exercise of the option or the disposition of the Common
Stock. At any time, the Company may, but will not be obligated to, withhold from
the participant's compensation the amount necessary for the Company to meet
applicable withholding obligations, including any withholding required to make
available to the Company any tax deductions or benefits attributable to sale or
early disposition of Common Stock by the Employee.

     7. GRANT OF OPTION. On the Enrollment Date of each Offering Period, each
Employee participating in such Offering Period shall be granted an option to
purchase on the Exercise Date of such Offering Period (at the applicable
Purchase Price) up to a number of shares of the Company's Common Stock and
fractions thereof determined by dividing such Employee's payroll deductions
accumulated prior to such Exercise Date and retained in the participant's
account as of the Exercise Date by the applicable Purchase Price; PROVIDED,
however, that the maximum number of shares and fractions thereof which may be
purchased by any participant during any Offering Period is the number of shares
and fractions thereof having an aggregate Purchase Price equal to (i) $10,000
minus (ii) the aggregate Purchase Price of all shares of Common Stock and
fractions thereof previously purchased during such calendar year, and PROVIDED,
further, that such purchase shall be subject to the limitations set forth in
Sections 3(b) and 12 hereof. Exercise of the option shall occur as provided in
Section 8 hereof, unless the participant has withdrawn pursuant to Section 10
hereof, and shall expire on the last day of the Offering Period.

     8. EXERCISE OF OPTION. Unless a participant withdraws from the Plan as
provided in Section 10 hereof, his or her option for the purchase of shares and
fractions thereof will be exercised automatically on the Exercise Date, and,
subject to the limitations set forth in Sections 3(b), 7 and 12 hereof, the
maximum number of full and fractional shares subject to option shall be
purchased for such participant at the applicable Purchase Price with the
accumulated payroll deductions in his or her account. During a participant's
lifetime, a participant's option to purchase shares and fractions thereof
hereunder is exercisable only by the participant.

     9. CREDITING OF SHARES AND DELIVERY OR SALE OF SHARES. As promptly as
practicable after each Exercise Date on which a purchase of shares and fractions
thereof occurs, the Company shall arrange for the full and fractional shares of
Common Stock purchased for each participant to be issued in the name of each
respective participant and held by the Company on behalf of such participant.
The shares of Common Stock so purchased hereunder shall be held by the Company
and shall be nontransferable for one year following the Exercise Date (the
"Restricted Period"); provided, however, that such shares held by the Company
may upon written notice to the Committee be used during the Restricted Period as
consideration in payment of the exercise price for any stock options issued
pursuant to the 1999 Neuberger Berman Inc. Stock Incentive Plan (the "Option
Plan"), but only to the extent that such plan allows for payment of the exercise
price for stock options using shares of Common Stock. For purposes of keeping
track of disqualifying dispositions of the shares of Common Stock purchased
hereunder, the Company shall continue to hold, for the benefit of the
participants, such shares following the expiration of the Restricted Period
until the second anniversary of the commencement of the respective fiscal
quarter with respect to which such shares were purchased (the "Excess Holding
Period"). During the Excess Holding Period, a participant may, upon written
notice to the Committee, use the shares being so held for such participant to
exercise stock options granted to

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such participant under the Option Plan in the same manner as described above or
request that such shares or any number of them be sold into the open market.
Within a reasonable period of time following such a request for a sale of the
shares into the open market, the Company shall sell such number of shares into
the open market and surrender the cash proceeds thereof to the respective
participant. As soon as practicable following the expiration of the Excess
Holding Period, the Company shall cause the shares of Common Stock held during
the Restricted Period and Excess Holding Period, and not used to exercise stock
options or sold into the open market, to be deposited or credited in the
brokerage account of each such participant at Neuberger Berman, LLC so long as
such Participant remains an employee of the Company. The shares and fractional
shares shall be held in such brokerage account until such time as the
participant, or his or her designated beneficiary or estate in the event of a
participant's death, requests delivery of a stock certificate representing any
full shares of Common Stock or requests that any shares be sold and the proceeds
therefrom be distributed to such participant. Upon the request of a participant,
or his or her designated beneficiary or estate in the event of a participant's
death, any fractional shares of Common Stock will be distributed in cash in the
form of a check having a value equal to the value of such fractional shares.

     10. WITHDRAWAL; TERMINATION OF EMPLOYMENT.

          (a) A participant may withdraw all but not less than all the payroll
deductions credited to his or her account and not yet used to exercise his or
her option under the Plan at any time prior to the 16th day of the third month
of an Offering Period by giving written notice to the Committee in the form of
Exhibit B to this Plan; provided, however, that with respect to each Offering
Period that ends on December 31st, a notice of withdrawal must be given on or
prior to the 5th day of December. All of the participant's payroll deductions
credited to his or her account will be paid to such participant as promptly as
practicable after receipt of notice of withdrawal and such participant's option
for the Offering Period will be automatically terminated, and no further payroll
deductions for the purchase of shares will be made during the Offering Period.
If a participant withdraws from the Plan during an Offering Period, he or she
may not resume participation until the next Offering Period. He or she may
resume participation for any other Offering Period by delivering to the Company
a new subscription agreement no later than the 21st day of the month immediately
prior to the Enrollment Date for such Offering Period.

          (b) Upon a participant's ceasing to be an Employee, for any reason, he
or she will be deemed to have elected to withdraw from the Plan and the payroll
deductions credited to such participant's account during the Offering Period but
not yet used to exercise the option will be distributed to such participant or,
in the case of his or her death, to the person or persons entitled thereto under
Section 14 hereof, and such participant's option will be automatically
terminated; PROVIDED, HOWEVER, that in the event a participant ceases to be an
Employee by reason of his or her death, disability or Retirement, the
participant or, in the case of death, the person or persons entitled thereto
under Section 14 hereof, may choose not to withdraw from the Plan and allow the
participant's option to be exercised on the next Exercise Date based upon the
payroll deductions credited to the participant's account as of the date of
termination. Any shares of Common Stock and fractions thereof held by the
Company or in the brokerage account of such participant shall remain in such
account until such participant or, in the case of his or her death, the person
or persons designated under Section 14 hereof, request that a certificate

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representing the full shares be distributed and the fractional shares cashed-out
or that such shares be sold and the proceeds from the sale distributed to the
participant, or such other person.

          (c) A participant's withdrawal from an Offering Period will not have
any effect upon his or her eligibility to participate in any similar plan which
may hereafter be adopted by the Company.

     11. INTEREST.

          No interest or other increment shall accrue or be payable with respect
to any of the payroll deductions of a participant in the Plan.

     12. STOCK.


          (a) The maximum number of shares of Common Stock which shall be made
available for sale under the Plan shall be 500,000 shares, subject to adjustment
upon changes in capitalization of the Company as provided in Section 18 hereof.
Such shares may be shares to be newly issued by the Company, shares acquired on
the open market solely for the purpose of satisfying the exercise of options
hereunder or treasury shares reacquired and held by the Company. If on a given
Exercise Date the number of shares with respect to which options are to be
exercised exceeds the number of shares then available under the Plan, the
Committee shall make a pro rata allocation of the shares remaining available for
purchase in as uniform a manner as shall be practicable and as it shall
determine to be equitable.

          (b) No participant will have an interest or voting right in shares
covered by his option until such option has been exercised. All full shares of
Common Stock held by the Company or in a participant's brokerage account on
behalf of a participant shall be voted by such participant. Dividends accruing
on shares of Common Stock, if any, held by the Company or in a participant's
brokerage account shall be paid to such participant in the normal course as if
such participant held the shares. There shall be no voting or dividend rights
with respect to fractional shares.

          (c) Shares of Common Stock and fractions thereof held by the Company
until deposited into a participant's brokerage account under the Plan will be
registered in the name of the participant.

     13. ADMINISTRATION.

          (a) ADMINISTRATIVE BODY. The Plan shall be administered by the
Committee. The Committee shall have full and exclusive discretionary authority
to construe, interpret and apply the terms of the Plan, to determine eligibility
and to adjudicate all disputed claims filed under the Plan. The Committee shall
also have authority to develop, amend and terminate rules governing the
operation of the Plan in conformity with the terms of the Plan. Every finding,
decision and determination made by the Committee shall, to the full extent
permitted by law, be final and binding upon all parties.

          (b) RULE 16B-3 LIMITATIONS. Notwithstanding the provisions of
Subsection (a) of this Section 13, in the event that Rule 16b-3 provides
specific requirements for the

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administrators of plans of this type, the Plan shall be only administered by
such a body and in such a manner as shall comply with the applicable
requirements of Rule 16b-3.

     14. DESIGNATION OF BENEFICIARY.

          (a) A participant may file a written designation of a beneficiary who
is to receive the rights to any shares of Common Stock and fractions thereof
held by the Company or in the participant's brokerage account under the Plan in
the event of such participant's death subsequent to an Exercise Date on which
the option is exercised but prior to distribution of such shares to such
participant. In addition, a participant may file a written designation of a
beneficiary who is to receive any cash from the participant's account under the
Plan or who may elect to exercise the option in the event of the participant's
death prior to an Exercise Date, as provided in Section 10 hereof.

          (b) Such designation of beneficiary may be changed by the participant
at any time by written notice. In the event of the death of a participant and in
the absence of a beneficiary validly designated under the Plan who is living at
the time of such participant's death, the executor or administrator of the
estate of the participant shall have all the rights to the cash, shares of
Common Stock and fractions thereof and/or exercise of an option attributable to
such participant or his or her brokerage account under the Plan.

     15. TRANSFERABILITY. Neither payroll deductions credited to a participant's
account nor any rights with regard to the exercise of an option or to receive
shares or fractions thereof under the Plan may be assigned, transferred, pledged
or otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 14 hereof) by the participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may treat such act as an election to withdraw
from the Plan in accordance with Section 10 hereof.

     16. USE OF FUNDS. All payroll deductions received or held by the Company
under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such payroll deductions.

     17. REPORTS. Individual accounts will be maintained for each participant in
the Plan. Statements of account will be made available to participating
Employees at least annually, within such time as the Committee may reasonably
determine, which statements will set forth the amounts of payroll deductions,
the Purchase Price, the number of shares and fractions thereof purchased and
held on behalf of the participant.

     18. Adjustments Upon Changes in Capitalization.

          (a) CHANGES IN CAPITALIZATION. Subject to any required action by the
stockholders of the Company, the Reserves as well as the price per share of
Common Stock covered by each option under the Plan which has not yet been
exercised shall be proportionately adjusted for (i) any increase or decrease in
the number of issued shares of Common Stock resulting from a stock split,
reverse stock split, stock dividend, combination or reclassification of the
Common Stock, or any other increase or decrease in the number of shares of
Common Stock effected without receipt of consideration by the Company or (ii) in
the event of any change in

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applicable laws or any change in circumstances which results in or would result
in any substantial dilution or enlargement of the rights granted to, or
available for, participants in the Plan, or which otherwise warrants equitable
adjustment because it interferes with the intended operation of the Plan;
PROVIDED, HOWEVER, that conversion of any convertible securities of the Company
shall not be deemed to have been "effected without receipt of consideration."
Such adjustment shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
of Common Stock subject to an option.

          (b) DISSOLUTION OR LIQUIDATION. In the event of the proposed
dissolution or liquidation of the Company, the Offering Period will terminate
immediately prior to the consummation of such proposed action, unless otherwise
provided by the Board.

          (c) MERGER OR ASSET SALE. In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, each option under the Plan shall be assumed or
an equivalent option shall be substituted by such successor corporation or a
parent or subsidiary of such successor corporation, unless the Board determines,
in the exercise of its sole discretion and in lieu of such assumption or
substitution, to shorten the Offering Period then in progress by setting a new
Exercise Date (the "New Exercise Date"). For purposes of this paragraph, an
option granted under the Plan shall be deemed to be assumed if, following the
sale of assets or merger, the option confers the right to purchase, for each
share of Common Stock subject to the option immediately prior to the sale of
assets or merger, the consideration (whether stock, cash or other securities or
property) received in the sale of assets or merger by holders of Common Stock
for each share of Common Stock held on the effective date of the transaction
(and if such holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding shares of
Common Stock); PROVIDED, HOWEVER, that if such consideration received in the
sale of assets or merger was not solely common stock of the successor
corporation or its parent (as defined in Section 424(e) of the Code), the Board
may, with the consent of the successor corporation and the participant, provide
for the consideration to be received upon exercise of the option to be solely
common stock of the successor corporation or its parent equal in Fair Market
Value to the per share consideration received by holders of Common Stock in the
sale of assets or merger.

            The Board may, if it so determines in the exercise of its sole
discretion, also make provision for adjusting the Reserves, as well as the price
per share of Common Stock covered by each outstanding option, in the event the
Company effects one or more reorganizations, recapitalizations, rights offerings
or other increases or reductions of shares of its outstanding Common Stock, and
in the event of the Company being consolidated with or merged into any other
corporation.

19.   AMENDMENT OR TERMINATION.

          (a) The Board may at any time and for any reason terminate or amend
the Plan. Except as provided in Section 18 hereof, no such termination may
adversely affect options

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previously granted; provided, that an Offering Period may be terminated by the
Board on any Exercise Date if the Board determines that the termination of the
Plan is in the best interests of the Company and its stockholders. Except as
provided in Section 18 hereof, no amendment may make any change in any option
theretofore granted which adversely affects the rights of any participant. To
the extent necessary to comply with Section 423 of the Code (or any successor
rule or provision or any other applicable law or regulation), the Company shall
obtain stockholder approval in such a manner and to such a degree as required.

          (b) Without stockholder consent and without regard to whether any
participant rights may be considered to have been "adversely affected," the
Board (or the Committee) shall be entitled to change the Offering Periods, limit
the frequency or number of changes in the amount withheld during an Offering
Period, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess of the
amount designated by a participant in order to adjust for delays or mistakes in
the Company's processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods or accounting and crediting procedures
to ensure that amounts applied toward the purchase of Common Stock for each
participant properly correspond with amounts withheld from the participant's
Compensation, and establish such other limitations or procedures as the Board
(or the Committee) finds, in its sole discretion, advisable and consistent with
the Plan.

     20. NOTICES. All notices or other communications by a participant to the
Company under or in connection with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.

     21. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, the rules and regulations
promulgated thereunder and the requirements of any stock exchange upon which the
shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance. As a condition to the
exercise of an option, the Company may require the person exercising such option
to represent and warrant at the time of any such exercise that the shares are
being purchased only for investment and without any present intention to sell or
distribute such shares if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned applicable provisions of
law.

     22. TERM OF PLAN. The Plan shall become effective upon the earlier to
occur of its adoption by the Board or its approval by the stockholders of the
Company. It shall continue in effect for a term of ten (10) years thereafter
unless sooner terminated under Section 19 hereof.

     23. GOVERNING LAW. The Plan shall be governed by and construed in
accordance with the internal laws of the State of New York applicable to
contracts made and performed within such state, without regard to the principles
of conflicts of law thereof, except as such laws may

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be supplanted by the federal laws of the United States of America, which laws
shall then govern its effect and its construction to the extent they supplant
New York law.





          IN WITNESS WHEREOF, this Plan has been adopted as of the 18th day of
July 2000, and amended and restated, effective as of September 1, 2000.





                                          NEUBERGER BERMAN INC.



                                          By:  ------------------------

                                               Name:

                                               Title:




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<PAGE>


                                    EXHIBIT A

                              NEUBERGER BERMAN INC.
                          EMPLOYEE STOCK PURCHASE PLAN

                             SUBSCRIPTION AGREEMENT

____  Original Application                      Enrollment Date:________________

____  Change in Payroll Deduction Rate

____  Change of Beneficiary(ies)

1.    ________________________________________________________ hereby elects to
      participate in the Neuberger Berman Inc. Employee Stock Purchase Plan (the
      "Stock Purchase Plan") and subscribes to purchase shares of the Company's
      Common Stock in accordance with this Subscription Agreement and the Stock
      Purchase Plan.

2.    I hereby authorize payroll deductions from each paycheck in the amount of
      ____% (a whole number not to exceed 10%) of my Compensation on each payday
      during the Offering Period in accordance with the Stock Purchase Plan.
      (Please note that no fractional percentages are permitted.)

3.    I understand that said payroll deductions will be accumulated for the
      purchase of shares of Common Stock and fractions thereof at the applicable
      Purchase Price determined in accordance with the Stock Purchase Plan. I
      understand that if I do not withdraw from an Offering Period, any
      accumulated payroll deductions will be used to automatically exercise my
      option on the Exercise Date.

4.    A complete copy of the Stock Purchase Plan has been made available to me.
      I understand that my participation in the Stock Purchase Plan is in all
      respects subject to its terms.

5.    Shares and fractions thereof purchased for me under the Stock Purchase
      Plan should be issued in the name of (Employee
      Only):_______________________________________

      _______________________________________________________________________
      I understand that shares and fractions thereof purchased by me under the
      Stock Purchase Plan will be held in an account for me by the Company or in
      an account maintained by a brokerage house designated by the Committee
      until I request delivery of such shares and cash-out of the fractional
      shares.

6.    I understand that, under current Federal income tax law, if I dispose of
      any shares received by me pursuant to the Stock Purchase Plan within two
      years after the Enrollment Date (i.e., within two years after the first
      day of the Offering Period during which I purchased such shares), I will
      be treated for Federal income tax purposes as having made a disqualifying
      disposition, and as having received ordinary income at the time of such
      disposition in an amount equal to the excess of the Fair Market Value of
      the shares at the

                                       1
<PAGE>


      time such shares were delivered to me over the price which I paid for the
      shares. The remainder of the gain, if any, recognized on such
      disqualifying disposition will be taxed as capital gain. I hereby agree to
      notify the Company in writing within 30 days after the date of any
      disqualifying disposition of my shares and I will make adequate provision
      for federal, state or other tax withholding obligations, if any, which
      arise upon such disqualifying disposition. The Company may, but will not
      be obligated to, withhold from my compensation the amount necessary to
      meet any applicable withholding obligation including any withholding
      necessary to make available to the Company any tax deductions or benefits
      attributable to sale or disqualifying disposition of Common Stock by me.
      ANY DISPOSITION OF SHARES ACQUIRED PURSUANT TO THE PLAN SHALL AT ALL TIMES
      BE SUBJECT TO ANY THEN CURRENT COMPANY POLICY ON SELLING SHARES OF THE
      COMPANY'S COMMON STOCK.

7.    I hereby agree to be bound by the terms of the Stock Purchase Plan. The
      effectiveness of this Subscription Agreement is dependent upon my
      eligibility to participate in the Stock Purchase Plan.

8.    In the event of my death, I hereby designate the following as my
      beneficiary(ies) to receive all payments and shares due me under the Stock
      Purchase Plan and/or to exercise any then-existing option on the Exercise
      Date immediately following my death pursuant to the terms of the Stock
      Purchase Plan:

Name: (Please Print)

--------------------------------------------------------------------------------
(Last)                               (First)                            (Middle)


----------------------------------      ----------------------------------------
Relationship

                                        ----------------------------------------
                                        (Address)


                                       2
<PAGE>


Name: (Please Print)


--------------------------------------------------------------------------------
(Last)                               (First)                            (Middle)


----------------------------------      ----------------------------------------
Relationship

                                        ----------------------------------------
                                        (Address)

Employee's Social Security
Number:                                 ----------------------------------------

Employee's Address:                     ----------------------------------------

                                        ----------------------------------------

                                        ----------------------------------------

I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.

Dated:______________________            ________________________________________
                                                  Signature of Employee



                                       3
<PAGE>


                                   EXHIBIT B

                             NEUBERGER BERMAN INC.
                          EMPLOYEE STOCK PURCHASE PLAN

                              NOTICE OF WITHDRAWAL

            The undersigned participant in the Neuberger Berman Inc. Employee
Stock Purchase Plan (the "Plan") hereby notifies the Company that he or she
hereby withdraws from the Plan. The undersigned understands that no payroll
deductions will be made for the purchase of shares in the Offering Period that
begins following the date hereof and for any succeeding Offering Periods and the
undersigned shall be eligible to participate in succeeding Offering Periods only
by delivering to the Company a new Subscription Agreement within the time period
set forth in Section 5 of the Plan.

                                    Name and Address of Participant


                                    -----------------------------------

                                    -----------------------------------

                                    -----------------------------------

                                    Signature:

                                    -----------------------------------

                                    Date:------------------------------



                                       1
</TEXT>
</DOCUMENT>
