LONDON PACIFIC GROUP LTD
DEFERRED COMPENSATION PLAN
<DOCUMENT>
<TYPE>EX-10.3.2
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>DEFERRED COMPENSATION PLAN
<TEXT>



                                        1
                         BERKELEY (USA) HOLDINGS LIMITED
                              AMENDED AND RESTATED
                         1993 DEFERRED COMPENSATION PLAN


1.     Purpose.

       The  purpose  of  this  plan  is to  provide  for  supplemental  deferred
       compensation  as a reward and  incentive  to  designated  employees  who,
       through their unique efforts and abilities,  contribute materially to the
       success of Berkeley (USA) Holdings Limited and its subsidiaries.

2.     Definitions.  As used herein, the following  definitions shall apply:

       (a)    "Account" shall mean the account  established and maintained under
              Section 5.

       (b)    "Administrator"    shall   mean   the   entity   responsible   for
              administering this Plan, as provided in Section 3.

       (c)    "Affiliated Entity" shall mean any business entity, corporation or
              company which is 50% or more owned or controlled by London Pacific
              Group Limited,  or any investment fund for which the Company or an
              Affiliated   Entity  provides   financial   consulting   services,
              management  services,  advisory  services,  or  financing  in  its
              ordinary course of business.

       (d)    "Beneficiary" shall mean a beneficiary designated by a Participant
              under Section 8.
<PAGE>

       (e)    "Board"  shall  mean the  Board of  Directors  of  Berkeley  (USA)
              Holdings Limited, as constituted from time to time.

       (f)    "Bonus  Election"  shall mean a  Participant's  election  to defer
              compensation  under  this Plan in an amount up to 100% of  bonuses
              otherwise payable during the applicable Earning Period.

       (g)    "Company" shall mean the employer of a participant.

       (h)    "Corresponding   Securities"   shall  mean  the  stock,   options,
              warrants,  debt,  or other  security (or  combination  thereof) of
              another  corporation or partnership  which has been  designated by
              the  Administrator  and selected by a Participant as the measuring
              standard   for   determining   the   Redemption   Value   of  such
              Corresponding Securities.

       (i)    "Deferral  Period" for particular  Corresponding  Securities shall
              mean  the  period  of  time  beginning  at the  crediting  of such
              Corresponding  Securities to a Participant's Account and ending at
              the redemption of such Corresponding Securities.

       (j)    "Dividend   Equivalents"  shall  mean  an  amount  credited  to  a
              Participant's Account equal to cash dividends actually received by
              the Hedging Entity, or if applicable the Affiliated  Entity,  with
              respect to Underlying Securities during the Deferral Period.

       (k)    "Earning  Period" shall mean each six-month period of the calendar
              year in advance of which a  Participant  elects to  contribute  to
              this Plan in lieu of all or a
<PAGE>

              specified portion of salary and/or bonuses otherwise payable to an
              Employee  upon  occurrence  of  any  conditions  specified  by the
              Administrator.

       (l)    "Earn-out Payments" shall mean any cash payments actually received
              by the Hedging Entity, or if applicable the Affiliated  Entity, in
              consideration  of, and attributable to, the prior sale or exchange
              of  Underlying  Securities  as  determined  solely with respect to
              earnings or some other similar objective standard(s) included in a
              merger or acquisition agreement (or similar agreement).

       (m)    "Employee"  shall mean any  individual,  including an officer or a
              director,  who is  employed by the  Company,  any portion of whose
              compensation  is subject to  withholding  of income tax and/or for
              whom  contributions  under the Federal Insurance  Contribution Act
              are made by the Company.

       (n)    "Expiration Date" as to particular Corresponding Securities shall,
              except  as  provided  in  Section 4(b),  mean the  date:

              (i)    with   respect  to   Corresponding   Securities   that  are
                     denominated as equity,  three years after the date on which
                     the   Corresponding    Securities   are   credited   to   a
                     Participant's  Account,  except that equity shares credited
                     at any time on account  of a  conversion  from debt,  stock
                     split, stock dividend, anti-dilution adjustment pursuant to
                     Rule 144 or 145  promulgated  under the  Securities  Act of
                     1933,    as   amended    (the   "Act")   or   pursuant   to
                     Section 3(a)(10)  of the Act,  or other  change in  capital
                     structure relating to the Corresponding  Securities, or due
                     to any acquisition,  merger or reorganization  requiring an

<PAGE>

                     adjustment  of  the  number  of  equity  shares  originally
                     credited,  shall  have  the  same  Expiration  Date  as the
                     originally  designated  Corresponding  Securities;  or

              (ii)   with   respect  to   Corresponding   Securities   that  are
                     denominated  as debt,  the later of:

                     (a)    three   years   after   the   date  on   which   the
                            Corresponding   Securities   are   credited   to   a
                            Participant's  Account;  or

                     (b)    the stated final maturity date of the  Corresponding
                            Securities.   If  Underlying   Securities  that  are
                            convertible debt are converted  (whether optional or
                            mandatory) into equity by the Hedging Entity,  or if
                            applicable   the  Affiliated   Entity,   before  the
                            expiration    of   the   time   limit   imposed   by
                            sub-section (ii)(a)   of  this  Section 2(n),   then
                            subsection (ii)(b) of this Section 2(n) shall not be
                            applicable, and the related Corresponding Securities
                            shall be treated pursuant to  subsection (i) of this
                            Section 2(n).   In   the   case   of   Corresponding
                            Securities  representing  a mix  denominated as both
                            equity and debt, the Corresponding  Securities shall
                            be treated as debt  pursuant to  subsection (ii)  of
                            this Section 2(n), unless, whether by an optional or
                            mandatory   event,   the   debt   portion   of  such
                            Corresponding Securities has been extinguished, such
                            that only an  equity  portion  of the  Corresponding
                            Securities  remains, in which case subsection (i) of
                            this Section 2(n)  shall apply.

       (o)    "Hedging  Entity"  shall mean the  subsidiary or  subsidiaries  of
              London  Pacific Group  Limited  designated to invest in Underlying
              Securities relating to the Corresponding Securities.
<PAGE>

       (p)    "Interest   Equivalents"  shall  mean  an  amount  credited  to  a
              Participant's  Account equal to the interest  actually received by
              the Hedging Entity, or if applicable the Affiliated  Entity,  with
              respect to Underlying  Securities during the Deferral Period.

       (q)    "Participant" shall mean an Employee who under Section 4 elects to
              defer  compensation  under this Plan in lieu of all or a specified
              portion of salary or bonuses otherwise payable during the relevant
              Earning Period. A person who is designated by the Administrator as
              eligible to become a Participant  shall remain so eligible  unless
              and until the Administrator  revokes such eligibility.

       (r)    "Plan"  shall  mean this  Berkeley  (USA)  Holdings  Limited  1993
              Deferred  Compensation  Plan,  as it may be  amended  from time to
              time.

       (s)    "Publicly  Traded" shall mean,  with respect to any  Corresponding
              Securities,   that   Underlying   Securities   relating   to   the
              Corresponding  Securities have been listed (and are then currently
              listed) for trading on one or more national  securities  exchanges
              and/or the automated  quotation system of a registered  securities
              exchange (as such terms are defined in the Securities Exchange Act
              of 1934).

       (t)    "Redemption  Request"  shall  mean  a  request  by  a  Participant
              pursuant  to  Section  4(f)  to  have  the  Redemption   Value  of
              Corresponding  Securities  credited to the Participant's  Account.


       (u)    "Redemption  Value" of  Corresponding  Securities  shall mean:
<PAGE>

              (i)    with  respect  to  Publicly  Traded  securities,  (x)  if a
                     Redemption  Request has not been made by the Participant or
                     (y)  if  a   Redemption   Request  has  been  made  by  the
                     Participant in accordance with Section 4(f) and the Hedging
                     Entity (or if applicable the  Affiliated  Entity) sells the
                     Underlying Securities, the gross proceeds (less commissions
                     and any other expenses)  received by the Hedging Entity, or
                     if  applicable  the  Affiliated  Entity,  from  the sale of
                     Underlying  Securities,  including  equity  which  was  the
                     result of a  conversion  from  convertible  debt,  when the
                     Hedging  Entity,  or  if  applicable   Affiliated   Entity,
                     participates as a selling  shareholder in an initial public
                     offering of such equity,  or sale pursuant to Rule 144,  or
                     otherwise;

              (ii)   with respect to Publicly Traded securities, if a Redemption
                     Request has been made by the Participant in accordance with
                     Section 4(f) and the Hedging  Entity,  or if applicable the
                     Affiliated Entity, does not sell the Underlying Securities,
                     the closing  quoted market price for the sale of Underlying
                     Securities  on the seventh  calendar day after the date the
                     Redemption  Request is  received by the  Administrator.  If
                     that seventh calendar day is a day on which the exchange on
                     which the Publicly Traded  securities are sold is not open,
                     the  Redemption  Value shall be the closing  quoted  market
                     price for the sale of  Underlying  Securities  on the first
                     trading day after that  seventh  calendar  day;

              (iii)  with  respect  to debt  securities,  the  principal  amount
                     received by the Hedging Entity, or if applicable Affiliated
                     Entity,  upon the  sale or  retirement  of such  Underlying
                     Securities;

<PAGE>

              (iv)   with respect to any acquisition,  reorganization  or merger
                     of the issuer of Underlying  Securities,  where the Hedging
                     Entity,  or  if  applicable  Affiliated  Entity,   actually
                     receives cash for its Underlying Securities, the Redemption
                     Value of Corresponding  Securities shall mean the amount of
                     cash actually received in any such  transaction,  including
                     Earn-out Payments (received over time); or

              (v)    in the event of employment termination,  the initial stated
                     acquisition price of the  Corresponding  Securities not yet
                     redeemed. In no event, however,  shall the Redemption Value
                     of Corresponding Securities be less than the initial stated
                     acquisition  price  of the  Corresponding  Securities.

       (v)    "Salary  Election"  shall mean a  Participant's  election to defer
              compensation  under  this  Plan  in an  amount  up to 100% of base
              salary otherwise payable during the applicable Earning Period.

       (w)    "Underlying  Securities"  shall  mean that  portion  of the stock,
              options,   warrants,  debt,  or  other  security  (or  combination
              thereof)  of another  corporation  or  partnership  which has been
              purchased by a Hedging Entity, or if applicable Affiliated Entity,
              and  which  is  represented  by   Corresponding   Securities.

3.     Administration.

       (a)    This Plan shall be  administered by the Board unless and until the
              Board  delegates such  administration  to a committee  pursuant to
              Section 3(c).

       (b)    Subject to the express  provisions of this Plan, the Administrator
              shall  have  full  power  and  discretion:

<PAGE>

              (i)    to construe  and  interpret  this Plan.  In the exercise of
                     this power, the Administrator shall generally determine all
                     questions of policy and interpretation  that may arise, and
                     may correct any defect,  omission, or inconsistency in this
                     Plan in a manner and to the extent it shall deem  necessary
                     or  expedient  to make this Plan fully  effective;

              (ii)   to prescribe the terms and conditions of each Corresponding
                     Security,  including  without  limitation  the  minimum and
                     maximum individual  Participant  participation,  the source
                     (i.e.,  salary and/or bonus) of such  participation and the
                     aggregate  amount  of  participation  and  to  specify  the
                     provisions  (which need not be identical)  thereof.  In the
                     discretion of the Administrator,  Corresponding  Securities
                     may be designated  where no  investment  in the  Underlying
                     Securities  is made by the Hedging  Entity.  In such event,
                     the Administrator  shall apply the same standards set forth
                     in  Section 5   otherwise   applicable   to   Corresponding
                     Securities   represented  by  the  purchase  of  Underlying
                     Securities  by  Affiliated   Entities;

              (iii)  subject to applicable legal restrictions and the consent of
                     all  Participants  affected,  to  amend  the  terms  of any
                     outstanding  Corresponding   Securities;

              (iv)   to amend,  suspend or  terminate  this Plan as  provided in
                     Section 9; and

              (v)    generally, to exercise such powers and to perform such acts
                     as are deemed  necessary  or  expedient to promote the best
                     interests of the Company.


<PAGE>

       (c)    The Board, by resolution, may delegate administration of this Plan
              (including,   without   limitation,   the  Board's   powers  under
              Section 3(b))  to a committee.  The committee  shall then have the
              administrative  powers  theretofore  possessed  by the Board under
              this Plan,  and such  further  administrative  powers that are not
              inconsistent with the provisions of this Plan as the Administrator
              may adopt  from time to time.  The Board at any time may revest in
              itself  the  administration  of  this  Plan.

       (d)    All   decisions,   interpretations   and  other   actions  of  the
              Administrator  shall be final and binding on all  Participants and
              all persons deriving their rights from a Participant. No member of
              the Administrator or the Board shall be liable for any action that
              he or she has taken or failed to take in good faith  with  respect
              to this  Plan  or any  Corresponding  Securities;  nor  shall  the
              Company,  a Hedging Entity,  or an Affiliated Entity be liable for
              any affirmative  action or forbearance  taken in good faith,  with
              respect to the Underlying  Securities.

4.     Participant  Elections.

       (a)    Before the commencement of each Earning Period,  the Administrator
              may permit an  Employee  to elect to become a  Participant  in the
              Plan and thereby be allowed to defer  compensation  into this Plan
              in lieu of all or a  specified  portion of salary  and/or  bonuses
              relating to such Earning Period,  contingent upon  satisfaction of
              the  conditions  for receiving any such salary and/or  bonuses and
              subject to the limitations  stated herein. An Employee may make no
              more than one (1)  irrevocable  election  under this  Section 4(a)
              with  respect  to any  Earning  Period.  The  Administrator  shall
              designate


<PAGE>

              election dates as it deems  appropriate  but in any event no later
              than  December 31  and June 30 of each year.  The election must be
              submitted to the  Administrator in writing on the form provided by
              the Company.  Each Participant  shall agree with respect to his or
              her election to timely furnish to his or her employer all amounts,
              including  but  not  limited  to  withholding  under  the  Federal
              Insurance  Contribution  Act,  required  to  be  withheld  by  the
              employer at the time  compensation is deferred into this Plan.

       (b)    At the sole discretion of the Administrator, the Administrator may
              permit,  before the  beginning of the Earning  Period in which the
              redemption of  Corresponding  Securities  would otherwise occur, a
              Participant  to  elect  to  extend  the  Expiration  Date for such
              Corresponding  Securities by three years.  An Employee may make no
              more than one (1)  irrevocable  election  under this  Section 4(b)
              with respect to any Earning Period.

       (c)    A Participant may elect,  before the  commencement of each Earning
              Period,  in  lieu  of  cash  payment  for  redeemed  Corresponding
              Securities   and  any  Earn-out   Payments   related  to  redeemed
              Corresponding  Securities  attributable to such Earning Period, to
              have such  amounts  remain  in a  Participant's  Account  and made
              available for future Earning Periods. An Employee may make no more
              than one (1)  irrevocable  election  under this  Section 4(c) with
              respect to any Earning Period.

       (d)    A Participant may elect,  before the  commencement of each Earning
              Period,  in  lieu of  cash  payment  of  Dividend  Equivalents  or
              Interest Equivalents  attributable to such Earning Period, to have
              such amounts remain in a Participant's


<PAGE>

              Account and made available for future Earning Periods. An Employee
              may make no more  than one (1)  irrevocable  election  under  this
              Section 4(d) with respect to any Earning Period.


       (e)    A  Participant  may  designate,  subject  to terms and  conditions
              prescribed by the Administrator  pursuant to Section 3(b)(ii), the
              Corresponding  Securities  to which he or she  elects to  allocate
              amounts in his or her account and the amount of such allocation. A
              Participant's  selection of  Corresponding  Securities  under this
              Section  4(e)  shall be made not later than 30 days after the date
              of the notice given by the Administrator to the Participant of the
              stock, options,  warrants, debt, or other security (or combination
              thereof)  of  another   corporation  or   partnership   which  the
              Participant may select as Corresponding Securities.

       (f)    On each  December 1 (or, if  December 1 is not a business  day, on
              the first business day  immediately  following  December 1) before
              the Expiration Date for Corresponding Securities that are Publicly
              Traded  and that have not been sold by the  Hedging  Entity or the
              Affiliated  Entity,  a Participant may request that the Redemption
              Value of all or some of such Corresponding  Securities be credited
              to  the  Participant's   Account  (a  "Redemption   Request").   A
              Participant  shall make a Redemption  Request by delivering to the
              Administrator  on  December 1 (or, if December 1 is not a business
              day, on the first business day immediately following December 1) a
              written request designating the number of shares and the issuer of
              the Corresponding  Securities with respect to which the Redemption
              Request is made. If, and only if, on the seventh
<PAGE>

              calendar day after the date the Redemption Request is delivered to
              the  Administrator  the Hedging  Entity owns a number of shares of
              Underlying  Securities  that  (i) are  Publicly  Traded,  (ii) the
              Hedging Entity is entitled to sell without contractual, statutory,
              or  regulatory  restrictions  and  (iii)  equals  or  exceeds  the
              aggregate  number  of shares of  Corresponding  Securities  in all
              Participant's  Accounts,  shall  the  Redemption  Value  of  those
              Corresponding Securities be credited to the Participant's Account.
              A  Participant  may make a  Redemption  Request only on December 1
              (or,  if December 1 is not a business  day, on the first  business
              day immediately following December 1).

5.     Establishment and Maintenance of Accounts; Annual Reports.

       (a)    An Account shall be established for each Participant reflecting:

                     (i)    all amounts  credited with respect to elections made
                            pursuant  to  Section 4(a)  through  (d);

                     (ii)   all amounts  credited  with  respect to a Redemption
                            Request;

                     (iii)  all cash  distributions  pursuant to Section 7;  and

                     (iv)   all  selections  of  Corresponding  Securities.

              The  initial  Corresponding  Securities  shall  be the same mix of
              equity or debt as the Underlying  Securities actually purchased in
              conjunction with the investment transaction by the Hedging Entity,
              and/or if applicable the Affiliated  Entity. If the Hedging Entity
              or an Affiliated Entity obtained Underlying  Securities before the
              event giving rise to the Salary  Election or Bonus  Election,  and
              holds such Underlying  Securities at the date of the  designation,
              and if the  Administrator  determines to allow the

<PAGE>

              designation of  Corresponding  Securities  under the terms of this
              Plan,  the original  stated cost for those  Underlying  Securities
              shall  be  the   initial   stated   acquisition   price   for  the
              Corresponding Securities.

       (b)    The  initial  Corresponding  Securities  designated  in an Account
              shall be appropriately adjusted for stock splits, stock dividends,
              conversions,    exchanges,    combinations,    conversion    price
              adjustments, recapitalizations, restructurings and refinancings or
              other similar changes  occurring with respect to the Corresponding
              Securities  during the Deferral Period;  provided,  however,  that
              when any such  change  extends  the final date of maturity of debt
              securities,  then such  corresponding  change shall be made to the
              Corresponding Securities. During the applicable Deferral Period, a
              Participant's   Account   shall  be  credited  with  the  Dividend
              Equivalents  and  Interest  Equivalents  no less  frequently  than
              semi-annually.   Earn-out   Payments   will  be   credited   to  a
              Participant's Account upon receipt of such payments by the Hedging
              Entity, or if applicable  Affiliated  Entity.

       (c)    Upon reasonable notice to the  Administrator,  a Participant shall
              have the  right  to  examine  his or her  Account  records.

       (d)    A Participant  shall receive an annual statement setting forth the
              balance of his or her  Account at the end of each  calendar  year,
              and all  additions  to or  distributions  from his or her  Account
              during  the  calendar  year.   The  statement   required  by  this
              Section 5(d)  shall be delivered to a  Participant  by March 31 of
              the  following   calendar   year.
<PAGE>

6.     Corresponding   Securities   Redemptions.

       (a)    Except as  provided  in  Section 4(b)  or  Section 6(b),  upon the
              earliest  of:

              (i)    the  date  when  the  Hedging  Entity,   or  if  applicable
                     Affiliated  Entity,  participates as a seller in an initial
                     public  offering of  Underlying  Securities  (to the extent
                     such securities are sold), or if the Hedging Entity,  or if
                     applicable Affiliated Entity, does not so participate, then
                     the actual  date of sale of the  Underlying  Securities  in
                     compliance with Rule 144 under the Act, or otherwise;

              (ii)   the  date  when  the  Hedging  Entity,   or  if  applicable
                     Affiliated  Entity,  receives cash in  connection  with any
                     acquisition,  reorganization or merger of the issuer of the
                     Underlying  Securities;  or

              (iii)  the Expiration Date; the related  Corresponding  Securities
                     shall be redeemed.

       (b)    Notwithstanding   Section  6(a),  all   Corresponding   Securities
              designated  in the Account of a  Participant  and not yet redeemed
              shall be redeemed (at the initial stated  acquisition price of the
              Corresponding  Securities,   together,  if  applicable,  with  any
              Dividend  Equivalents or Interest  Equivalents  credited  thereto)
              should a Participant cease to be an Employee for any reason.


7.     Cash  Distributions.

       (a)    Except as provided in Sections 4(c), 4(d), and 7(c), required cash
              distributions from this Plan shall be made to a Participant within
              45 days of:
<PAGE>

              (i)    in the  case  of  redemption  of  Corresponding  Securities
                     pursuant to  Section 6,  the date on which such  redemption
                     occurs;

              (ii)   in the case of  Earn-out  Payments,  the date on which  the
                     Earn-out Payments are received by the Hedging Entity, or if
                     applicable the Affiliated  Entity;  or

              (iii)  in  the  case  of   Dividend   Equivalents   and   Interest
                     Equivalents,  the ending date of the semi-annual  period in
                     which such Dividend  Equivalents  and Interest  Equivalents
                     are credited to a Participant's  Account.

       (b)    A  Participant  whose  Corresponding  Securities  are  redeemed by
              reason of occurrence of the Expiration Date shall receive only the
              Redemption Value; such Participant shall no longer be treated as a
              Participant with respect to such Corresponding Securities,  and no
              future  payments  shall be made,  nor shall any right exist to any
              future   payments,   including   but  not   limited  to   Dividend
              Equivalents,  Interest Equivalents,  or Earn-out Payments relating
              to such redeemed Corresponding Securities.

       (c)    A  Participant  whose  Corresponding  Securities  are  redeemed by
              reason  of  termination  of  employment  shall  receive  only  the
              Redemption Value; such Participant shall no longer be treated as a
              Participant with respect to such Corresponding Securities,  and no
              future  payments  shall be made, nor shall any rights exist to any
              future   payments,   including   but  not   limited  to   Dividend
              Equivalents,  Interest Equivalents,  or Earn-out Payments received
              after  termination  of  employment  and relating to such  redeemed
              Corresponding Securities.  Payment for redemption of Corresponding
              Securities by reason of termination  of employment  shall be made:

<PAGE>

              (i)    immediately  in the case of employment  termination  of any
                     Employee  with a written  contract  for a definite  period,
                     employment  termination by the employer,  or termination by
                     an Employee who has given at least 72 hours previous notice
                     of his or her intention to quit; or

              (ii)   within  72  hours  in the  case of an  Employee  without  a
                     written  contract for a definite period who quits.

       (d)    All cash  payments  shall be  subject  to  applicable  withholding
              taxes,  deductions,  garnishments,  or liens.

8.     Beneficiaries.

       A Participant may file with the  Administrator  a written  designation of
       one or more  persons as the  Beneficiary(ies)  who shall be  entitled  to
       receive the amount,  if any, payable under this Plan upon a Participant's
       death.  A  Participant  may,  from time to time,  file a new  beneficiary
       designation,  or revoke or change  an  existing  beneficiary  designation
       without the consent of any prior beneficiary, by filing a new designation
       with the Administrator (except in the case of the prior Beneficiary being
       the spouse with the new  Beneficiary  being  other than the spouse,  then
       such  spouse  must give  written  consent).  If no  beneficiary  has been
       designated at the time of a  Participant's  death,  or no such designated
       Beneficiary  survives a  Participant,  all payments  made under this Plan
       upon  death  shall  be  made to a  Participant's  estate.

9.     Amendment,  Suspension or  Termination.
<PAGE>

       The Board may amend,  suspend or terminate  this Plan at any time and for
       any reason;  provided,  however,  that no such amendment  shall adversely
       affect the rights of a Participant or Beneficiary with respect to amounts
       credited  to  any  Account  before  such  amendment.  In the  event  of a
       suspension or termination of this Plan, the undesignated  Account balance
       shall be paid out to a  Participant  within  30 days.  All  Corresponding
       Securities  in the Account at the date of suspension  or  termination  of
       this  Plan  will  continue  to be  administered  in  accordance  with the
       provisions  of  this  Plan.

10.    Miscellaneous.

       (a)    The right of a Participant or Beneficiary to receive payments from
              this Plan shall be an unsecured  claim against the general  assets
              of the  Company.  The  Company's  contingent  promise  to pay  the
              Redemption  Value of any  Corresponding  Securities  in an Account
              shall be a contractual  obligation  that is not evidenced by notes
              or  secured in any way.  In  particular,  the  Company is under no
              obligation to retain or dispose of any Underlying Securities. This
              Plan does not confer any shareholder or stockholder  rights status
              to a Participant, nor is the Administrator,  the Hedging Entity or
              any Affiliated  Entity obligated or required to deliver,  provide,
              or make  available  for  inspection  any  documents  (financial or
              otherwise)  provided  to  it  by  the  issuer  of  the  Underlying
              Securities. In addition, this Plan does not give a Participant any
              rights  whatsoever  with  respect to shares of the common stock of
              the Company, the Hedging Entity or any Affiliated Entity, or limit
              in any  way the  Company's  right  to  terminate  a  Participant's
              employment at any time, or create rights for a Participant to hold
              or retain a
<PAGE>

              particular   position   or  to  receive  a   particular   rate  of
              remuneration.  The Company  makes no  representation  expressed or
              implied as to the application and effect of applicable tax laws or
              welfare  benefits  relating to Corresponding  Securities,  salary,
              bonuses,  redemptions or payments.  A Participant is encouraged to
              seek advice from his or her tax specialist.

       (b)    No right under this Plan shall be  transferable or assignable by a
              Participant  by operation of law or  otherwise,  except by will or
              the laws of  descent  and  distribution.

       (c)    This Plan shall be governed and construed in  accordance  with the
              laws of the State of California.


<PAGE>

11.    Effective  Date.  This Plan shall be effective on the date adopted by the
       Board.


Adopted this 18th day of December 1992

Berkeley (USA) Holdings Limited



/s/  Arthur I. Trueger

___________________________________
Sole Director



Amended as of the 15th Day of November, 1999

and as of the 16th Day of December, 1999

Berkeley (USA) Holdings Limited



/s/  Arthur I. Trueger

___________________________________
Sole Director

</TEXT>
</DOCUMENT>
