Excess Benefit Plan

REEBOK
EXCESS BENEFIT PLAN


AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2004


1. PURPOSE AND SCOPE OF EXCESS BENEFIT PLAN; EFFECTIVE DATE.


The purpose of this Excess Benefit Plan is to provide benefits
supplementing the Discretionary Contributions made under the Savings
and Profit-Sharing Plan which are limited by reason of sections
401(a)(17) and 415(c)(1)(A) of the Internal Revenue Code.


This Excess Benefit Plan was established in 1990, and is amended and
restated in its entirety effective January 1, 2004. Effective as of
January 1, 2004, this Excess Benefit Plan is incorporated by reference
into and made a part of the Reebok Executive Deferred Compensation Plan
(the "Plan"), and all of the terms and conditions of Plan govern the
Excess Benefit Plan. To the extent of any inconsistency between this
Excess Benefit Plan and the Plan, the terms of the Plan will govern.


2. DEFINITIONS.


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


2.1 "Discretionary Credit" means any amount credited to a
Participant's account under paragraph 5.3.2 below.


2.2 "Excess Benefit Plan Account" means the aggregate balance to the
credit of an Excess Benefit Plan Participant's Discretionary Credit
Subaccount and Supplemental Credit Subaccount.


2.3 "Excess Benefit Plan Participant" means an Employee for whose
benefits Discretionary Credits and Supplemental Credits are allocated
under Section 3.


2.4 "Excess Benefit Plan Retirement" means termination of employment on
or after attainment of age 65 or such earlier age as may be determined
by the Company in its sole discretion.


2.5 "Interest" means the amounts credited pursuant to Section 7.2
herein.


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


1


2.7 "Savings and Profit-Sharing Plan" means the Reebok Savings and
Profit-Sharing Retirement Plan established for employees of Reebok
International Ltd., as amended from time to time, a portion of which is
a profit-sharing plan maintained by the Company and is intended to be
qualified under section 401(a) of the Code, as from time to time in
effect.


2.8 "Supplemental Credit" means, with respect to any Participant for
any plan year of the Savings and Profit-Sharing Plan, an amount equal
to the excess of (i) over (ii), where


(i) is the portion of the employer contributions to the
Savings and Profit-Sharing Plan for such year which,
after expenses, if any, would have been allocated to
the Participant's account under the Savings and
Profit-Sharing Plan if such allocation had been made
without regard to the limitations of sections
401(a)(17) and 415(c)(1)(A) of the Code and the
corresponding provisions of the Savings and
Profit-Sharing Plan; and


(ii) is the am ...