<PAGE>

                                                                    Exhibit 10.1


                             TYCO INTERNATIONAL LTD.



          _____________________________________________________________

                                THE RULES OF THE

                      UK SAVINGS-RELATED SHARE OPTION PLAN

          _____________________________________________________________


                    Adopted by the Company on 3 November 1999



  Received formal approval under Schedule 9 to the Income and Corporation Taxes
                     Act 1988 by the Board of Inland Revenue

                      on January 5, 2000 under reference

                             PricewaterhouseCoopers
                                 Plumtree Court
                                     London
                                    EC4A 4HT



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<PAGE>

                             TYCO INTERNATIONAL LTD
                      UK SAVINGS-RELATED SHARE OPTION PLAN

                                    CONTENTS

RULE

<TABLE>
<C>  <S>                                                               <C>
 1.  INTERPRETATION AND CONSTRUCTION
     Definitions                                                                (a)
     Construction                                                        (b) to (d)

 2.  COMMON SHARE CAPITAL
     Availability of authorised share capital                                   (a)
     Variation of share capital and adjustment of options                       (b)

 3.  APPLICATIONS FOR OPTIONS

 4.  GRANT OF OPTIONS
     Contributions under the savings contract                                   (a)
     Timing of grant                                                            (b)
     Grant of options                                                    (c) to (e)
     Option certificates                                                        (f)
     Options only to be granted to employees and directors                      (g)
     Life of the Plan                                                           (h)

 5.  NON-TRANSFERABILITY OF OPTIONS

 6.  RIGHTS TO EXERCISE OPTIONS
     General                                                                    (a)
     Death                                                                      (b)
     Cessation of employment in special circumstances                   (c) and (d)
     Reaching specified age                                                     (e)
     Employee Transferred to other member of the Group                          (f)
     Cessation of employment in other circumstances                             (g)
     Termination of savings contract                                            (h)
     Bankruptcy                                                                 (i)
     Conditions to be satisfied at time of exercise                             (j)
     Exercise to be limited to repayment proceeds                               (k)

 7.  LOSS OF OFFICE OR EMPLOYMENT

 8.  TAKEOVERS, RECONSTRUCTION, AMALGAMATION &
     LIQUIDATION
</TABLE>


<PAGE>

<TABLE>
<C>  <S>                                                               <C>
     Change in control of the company - acquirng company                 (a) to (d)
     Change in control of the company - acquiring person                        (e)
     Change in control of the company - additional provisions for
     compromises                                                         (f) to (j)
     Plan shares ceasing to satisfy paragraphs 10 to 14 of Schedule 9           (k)
     Liquidation                                                                (l)

 9.  EXERCISE OF OPTIONS AND LISTING OF SHARES
     Procedures on exercise                                             (a) and (b)
     Rights attaching to Plan shares                                            (c)
     Listing                                                                    (d)

10.  PLAN AMENDMENTS AND TERMINATION
     Amendments                                                          (a) to (f)
     Termination                                                                (g)

11.  ADMINISTRATION
     Notice and documents                                                (a) to (c)
     Disputes                                                                   (d)
     Costs of the Plan                                                          (e)
     Governing law                                                              (f)
</TABLE>


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<PAGE>

                             TYCO INTERNATIONAL LTD
                      UK SAVINGS-RELATED SHARE OPTION PLAN


RULES

1.   INTERPRETATION AND CONSTRUCTION

Definitions

(a)  In the Rules of this Plan unless the context otherwise requires the
     following words and expressions shall have the following meanings:

     Acquiring Company        Any company which:

                              (a)       has obtained Control of the Company
                                        either:

                                        (i)       as a result of making a
                                                  Takeover Offer; or

                                        (ii)      in pursuance of a Compromise;
                                                  or

                              (b)       becomes bound or entitled to acquire
                                        Plan Shares on the terms of an offer
                                        contained in Section 102 Notice(s);

     Acquiring Person         Any person, not being an Acquiring Company who:

                              (a)       either alone or together with any person
                                        acting in concert with him has obtained
                                        Control of the Company as a result of
                                        making a Takeover Offer or otherwise; or

                              (b)       having Control of the Company, makes a
                                        general offer to acquire all of the
                                        common shares in issue in the capital of
                                        the Company (other than those that are
                                        already owned by him and/or by any
                                        person acting in concert with him);

     Acquisition Price        The amount payable in relation to the   exercise
                              of an Option, being the amount (after any
                              adjustment



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<PAGE>

                              pursuant to Rule 2(b)) of the Option Price
                              multiplied by the number of Plan Shares in respect
                              of which the Option is exercised;

     the Act                  The Income and Corporation Taxes Act 1988;

     Adoption Date            The date on which this Plan is adopted by the
                              Company;

     Appropriate Period       In relation to:

                              (a)       a Takeover Offer, means the period of 6
                                        months beginning with the time when the
                                        person making the Takeover Offer has
                                        obtained Control of the Company and any
                                        condition subject to which the Takeover
                                        Offer is made is satisfied;

                              (b)       a Compromise means:

                                        (i)       where the Option is to be
                                                  exercised the period permitted
                                                  in the operation of Rules 8(f)
                                                  to 8(j);

                                        (ii)      where the Option is to be
                                                  Rolled-over the period of 6
                                                  months beginning with the time
                                                  when the court sanctions the
                                                  Compromise;

                              (c)       a Section 102 Notice means the period
                                        during which the Acquiring Company is
                                        entitled and bound to acquire shares on
                                        the terms of the offer contained in such
                                        Section 102 Notice, and;

                              (d)       an Acquiring Person who obtains Control
                                        of the Company, or who having Control of
                                        the Company makes a general offer for
                                        all of the common shares in issue in the
                                        capital of the Company, (other than
                                        those which are already owned by him
                                        and/or any person acting in concert with
                                        him), means the



                                       5
<PAGE>

                                        period of six months beginning with the
                                        time when the Acquiring Person obtains
                                        Control or makes the offer as the case
                                        may be;

     Associated Company       A company which has control of, or is under the
                              control of, the Company or which is under the
                              control of the same person as the Company is
                              controlled by, provided that for these purposes
                              "control" shall have the meaning given by section
                              416 of the Act;

     Bonus                    Any sum payable by way of terminal bonus under a
                              Savings Contract, being the additional payment
                              made by the Savings Authority when repaying
                              contributions made under a completed Savings
                              Contract;

                              In relation to any Eligible Employee's Savings
     Bonus Date               Contract the earliest date on whicha Standard
     (or Normal Maturity      Bonus is due or where the Option- holder has
     Date)                    indicated that he intends to enter into a 5-year
                              Savings Contract and to seek the Maximum Bonus,
                              the earliest date on which that Maximum Bonus is
                              due;

     Committee                The Board of Directors of the Company or a duly
                              authorised committee of the Board of Directors;

     the Companies Act        The Companies Act 1981 of Bermuda;

     the Company              Tyco International Ltd.;

     Compromise               In relation to the Company, means a compromise or
                              arrangement sanctioned or to be sanctioned by the
                              court under section 101 of the Companies Act;

     Control                  Control as defined in section 840 of the Act;

     Date of Grant            The date on which an Option is granted to an
                              Eligible Employee, which shall be the date
                              specified on the Option Certificate;


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<PAGE>

     Eligible Employee        (a)   Any person who is not prohibited from
                                    participating in this Plan by reason of the
                                    provisions of paragraph 8 of Schedule 9 and
                                    who:

                                    (i)  is an employee or director (other than
                                         a non-executive director) of a Group
                                         Company; and

                                    (ii) if a director, is contracted to work at
                                         least 25 hours a week (exclusive of
                                         meal breaks) for the Group; and

                                         who in either case:

                                         (aa)  is chargeable to tax in respect
                                               of his office or employment under
                                               Case I of Schedule E; and

                                         (ab)  was employed by the Company for
                                               at least one month prior to the
                                               Invitation Date;

                              (b)   is any other director or employee of a Group
                                    Company who is not prohibited from
                                    participating by reason of paragraph 8 of
                                    Schedule 9 and, in the case of a director,
                                    who satisfies (a)(ii) above, whom the
                                    Committee in their sole discretion approve;

     Exchange Rate            The average conversion rate for U.S. dollars to
                              Pounds Sterling as listed in The Wall Street
                              Journal over the same period as the Market Value
                              is determined;

     Group                    The Company and its Subsidiaries from time to time
                              and the expression "member of the Group" shall be
                              construed accordingly;


                                       7
<PAGE>

     Group Company            The Company, or a company which is for the time
                              being a Subsidiary over which the Company has
                              Control and which has been nominated by the
                              Committee to participate for the time being in
                              this Plan;

     Invitation               An invitation to apply for the grant of an Option
                              pursuant to Rule 3(a);

     Invitation Date          In respect of any Option grant, the date on which
                              an invitation is made by the Committee pursuant to
                              Rule 3(a);

     London Stock Exchange    The London Stock Exchange Limited or any successor
                              body;

     Market Value             In the case of Options granted under this Plan,
                              means the market value of a Plan Share determined
                              by the Committee in accordance with any one of the
                              following;

                              (i)       the closing price of a Plan Share on the
                                        New York Stock Exchange, on the
                                        Invitation Date; or

                              (ii)      the closing price of a Plan Share on the
                                        New York Stock Exchange, on the last
                                        trading day preceding the Invitation
                                        Date; or

                              (iii)     the average of the composite closing
                                        price of a Plan Share on the New York
                                        Stock Exchange (as reported by
                                        Bloomberg) for the 3-trading day period
                                        preceding the Invitation Date; or

                              (iv)      such other value as may be agreed with
                                        the Share Valuation Division of the
                                        Inland Revenue on or before the
                                        Invitation Date.


                                       8
<PAGE>

                              The Market Value denoted in US$ will be converted
                              to pounds sterling using the Exchange Rate.


     Maximum Bonus            The Bonus which is payable at the earliest at the
                              end of a period of 7 years from the starting date
                              of the Savings Contract;

     New York Stock Exchange  The New York Stock Exchange or any successor body;
     (NYSE)


     Normal Retirement Date   The age at which an employee is due to retire in
                              accordance with the terms of his contract of
                              employment;

     Option                   A right to acquire Plan Shares at the Acquisition
                              Price granted to an Eligible Employee under the
                              provisions of this Plan and for the time being
                              subsisting;

     Option Certificate       The certificate in respect of a grant of an Option
                              which shall be issued to an Option-holder in
                              accordance with Rule 4(f);

     Option-holder            Any person who holds an Option, or (where the
                              context admits) his legal personal
                              representative(s);

     Option Price             The price per Plan Share determined by the
                              Committee being not less than the greater of:

                              (i)   the nominal value of a Plan Share; and

                              (ii)  80 per cent of the Market Value of such a
                                    Plan Share on the Invitation Date or on such
                                    earlier date or dates (the "Valuation Date")
                                    as may be agreed in writing with the Board
                                    of Inland Revenue;

     Option Rollover          In relation to an Option, means a release by an
                              Option-holder with the consent of the Acquiring
                              Company of his rights ("old rights") under this
                              Plan in consideration of the grant to him of
                              rights ("new


                                       9
<PAGE>

                              rights") which are equivalent to the old rights
                              but which relate to shares in:

                              (a)   the Acquiring Company; or

                              (b)   a company which has Control of the Acquiring
                                    Company; or

                              (c)   a company which either is, or has Control
                                    of, a company which is a member of a
                                    consortium within the meaning of paragraph
                                    10(c) of Schedule 9

                              where the term "equivalent" shall be construed in
                              accordance with Rule 8(c);

     this Plan                The Tyco International Ltd. UK Savings-Related
                              Share Option Plan in its present form or as from
                              time to time amended in accordance with the
                              provisions hereof;

     Plan Shares              Fully paid common shares in the capital of the
                              Company or any shares representing the same which
                              satisfy the conditions specified in paragraphs 10
                              to 14 inclusive of Schedule 9;

     Rolled-over              The action of effecting an Option Rollover or its
                              completion;

     the Rules                The rules for the time being governing this Plan;

     Savings Authority        A building society or an institution authorised
                              under the Banking Act 1987 to whom the Committee
                              from time to time determines that contributions
                              are payable under the terms of a Savings Contract;

     Savings Contract         A contract under a certified contractual savings
                              scheme (within the meaning of section 326 of the
                              Act) which has been approved by the Committee for
                              the purposes of this Plan and by the Board of
                              Inland Revenue for the purposes of Schedule 9;



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<PAGE>

     Schedule 9               Schedule 9 to the Act;

     Section 102 Notice       In relation to the Company, means a notice served
                              by a person who has become entitled to serve such
                              a notice on the shareholders of the Company under
                              section 102 of the Companies Act;

     Specified Age            The age of 65 years;

     Standard Bonus           The Bonus payable under a 3-year or 5-year Savings
                              Contract or the earliest Bonus payable under a 5-
                              year Savings Contract as applicable;

     Subsidiary               A company which is a subsidiary of the Company
                              within the meaning of section 86 of the Companies
                              Act;

     Takeover Offer           In relation to the Company, means either:

                              (a)   a general offer to acquire all of the common
                                    shares in issue in the capital of the
                                    Company which is made on a condition such
                                    that if it is satisfied the person making
                                    the offer will have Control of the Company;
                                    or

                              (b)   a general offer to acquire all the shares in
                                    the Company of the same class as the Plan
                                    Shares;

     Valid Application        An application made by an Eligible Employee on the
                              application form provided by the date specified in
                              an Invitation  made in accordance with Rule 3(a)
                              as the latest date for applications in which the
                              monthly contribution specified is permitted by
                              Rule 4(a).


Construction

(b)  Words or expressions used herein shall where appropriate:



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          (i)       when denoting the masculine gender include the feminine and
                    vice versa;

          (ii)      when denoting the singular include the plural and vice
                    versa;

          (iii)     unless otherwise defined herein or the context otherwise
                    requires have the same meanings as in Schedule 9 as amended
                    from time to time;

          (iv)      when referring to any enactment be construed as a reference
                    to that enactment as for the time being consolidated,
                    amended, re-enacted or replaced and shall include any
                    regulations made thereunder; and

          (v)       be construed such that the headings and sub-headings are for
                    ease of reference only, and do not affect the interpretation
                    of any Rule.

(c)       For the purposes of any application of the provisions of this Plan
          following an Option Rollover, Rules 1, 2, 6, 8, 11(a), 11(c) and 11(d)
          shall only in relation to the new rights be construed as if the
          following terms have the meanings assigned to them in this Rule 1(c)
          and not the meaning assigned to them in Rule 1(a):

          "Committee"         The Board of Directors of the company in respect
                              of whose shares new rights have been granted or a
                              duly authorised committee thereof;

          "Company"           The company in respect of whose shares new rights
                              have been granted;

          "Plan Shares"       Fully paid common shares in the capital of the
                              company for the time being over whose shares new
                              rights have been granted and which satisfy the
                              conditions specified in paragraphs 10 to 14
                              inclusive of Schedule 9.

(d)       Where under any of the provisions of these Rules it is provided that
          an Option shall lapse that Option shall cease to be exercisable
          thereafter notwithstanding any other provision of these Rules.



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<PAGE>

2.   SHARE CAPITAL

Availability of authorised share capital and Plan Shares

(a)       The Company shall at all times keep available sufficient authorised
          and unissued Plan Shares or shall procure that sufficient Plan Shares
          are available for transfer to satisfy the exercise to the full extent
          still possible of all Options which have neither lapsed nor been fully
          exercised taking account of any other obligations of the Company to
          provide shares of the same class as Plan Shares.

Variation of share capital and adjustment of options

(b)       In the event of any capitalisation issue or rights issue, rights offer
          or any reduction, sub-division, consolidation or other variation of
          the share capital of the Company, the number of Plan Shares comprised
          in any Option and the Option Price may be adjusted by the Company
          (including retrospective adjustments where appropriate) in such manner
          as the Company considers to be in its opinion fair and reasonable
          provided always that no adjustment shall have effect after the date of
          adjustment for so long as the Plan is approved by the Board of Inland
          Revenue, until the Board of Inland Revenue has approved the
          adjustment. Except in the case of an Option over Plan Shares already
          in issue, no adjustment shall be made which would cause the Option
          Price to be less than the nominal value of that Plan Share. Notice of
          any such adjustment shall be given to the Option-holders affected by
          such adjustment by the Committee, who may call in Option certificates
          for endorsement, cancellation or re-issue subsequent upon such
          adjustment.

(c)       Where an Option subsists over both issued and unissued Plan Shares,
          the adjustment permitted by Rule 2(b) may only be made if the
          reduction of the Option Price of both issued and unissued Plan Shares
          may be made to the same extent.

3.   APPLICATIONS FOR OPTIONS

(a)       Subject to the restrictions hereinafter contained, the Committee may,
          in its absolute discretion, from time to time, announce its intention
          to issue Invitations to Eligible Employees to apply for the grant of
          Options under the Plan. If the Committee announces its intention to
          issue Invitations, it shall issue an Invitation to every person who is
          an Eligible Employee in whatever manner is determined by the Committee
          to be appropriate, provided that the following details are included:

          (i)       the maximum number of Plan Shares over which Options are to
                    be granted on the Date of Grant immediately following such
                    Invitation;

          (ii)      the Option Price;




                                       13
<PAGE>

          (iii)     the last date by which applications made pursuant to Rule
                    3(b) must be received (which shall be not earlier than 14
                    days nor later than 21 days after the Invitation Date); and

          (iv)      whether employees may enter into a 3 year Savings Contract
                    or a 5 year Savings Contract; and

          (v)       whether the repayment under the Savings Contracts linked to
                    those Options shall include any Bonus and, if so, whether in
                    the case of a 5 year Savings Contract, it may include the
                    Maximum Bonus or the Standard Bonus.

(b)       Each person who in relation to a grant of an Option is an Eligible
          Employee may, not later than the date specified in the Invitation
          referred to in Rule 3(a) as the last date for receipt of applications,
          apply for an Option in respect of any of the Plan Shares specified in
          any such Invitation, by delivery of a Valid Application complying with
          the requirements of this Rule to the secretary for the time being of
          the Company, or as specified on the application form.

(c)       Applications for Options shall be in writing in such form as the
          Committee may from time to time prescribe.

4         GRANT OF OPTIONS

Contributions under the savings contract

(a)       The monthly contribution payable by a participant under a Savings
          Contract shall be in multiples of (Pounds)1 and shall not:

          (i)       be less than (Pounds)5 or such other minimum amount as may
                    for the time being be permitted under the terms of the
                    Savings Contract; nor

          (ii)      when aggregated with the monthly contributions being paid
                    under any other savings contract(s), certified pursuant to
                    section 326 of the Act, entered into by that Eligible
                    Employee in connection with the grant of any option under a
                    savings-related share option plan approved by the Board of
                    the Inland Revenue under Schedule 9, exceed (Pounds)250 or
                    such maximum amount determined by the Committee and from
                    time to time permitted under Schedule 9.



                                       14
<PAGE>

Timing of grant

(b)       No Option shall be granted to any Eligible Employee if such grant
          shall be prohibited under the legislation from time to time in force
          governing the approval of savings-related share option plans involving
          a certified contractual savings scheme.

Grant of options

(c)       The grant of an Option shall be conditional upon the Eligible Employee
          having submitted to the Committee (or such other party as the
          Committee in its discretion shall direct) a Valid Application, prior
          to the grant of that Option, for entry into a Savings Contract. In
          making his application the Eligible Employee shall state inter alia
          the monthly contribution which he would like to make under the Savings
          Contract and, if he may elect for a 3 year or a 5 year Savings
          Contract, his election in that respect, and if he has elected for a 5
          year Savings Contract whether he elects for the repayment under the
          Savings Contract to be taken as including the Standard Bonus or the
          Maximum Bonus (if so permitted pursuant to Rule 3(a)). Each such
          application shall be deemed to be in respect of the largest whole
          number of Plan Shares which can be purchased with the expected
          repayment (including the Standard Bonus or Maximum Bonus applied for
          if this is to be included in accordance with Rule 3(a)(v)) under the
          Savings Contract at the Bonus Date.

(d)       As soon as possible after the final date for the receipt of
          applications in relation to each grant of Options and within 30 days
          of the earliest of the dates on which the Market Value was taken for
          the purposes of determining the Option Price, the Company shall,
          subject to Rule 4(f), grant to each Eligible Employee who has
          submitted a Valid Application an Option in respect of the whole number
          of Plan Shares for which he is deemed to have applied in accordance
          with Rule 3(c).

(e)       If the Committee receives Valid Applications such that on the grant of
          all the Options applied for the maximum number of Shares determined by
          the Committee pursuant to Rule 3(a)(i) would be exceeded, then subject
          to the provisions of Rule 4(a)(i) the following steps or such other
          arrangements approved in advance by the Inland Revenue shall be
          carried out in the following order to the extent necessary to
          eliminate the excess:

          (i)       if the Maximum Bonus is included, then only the Standard
                    Bonus shall be taken to be included;

          (ii)      the excess over (Pounds)50, or such greater or lesser amount
                    as the Committee may decide, of the monthly savings
                    contribution chosen by each applicant shall be reduced pro
                    rata to the extent necessary;



                                       15
<PAGE>

          (iii)     the excess over (Pounds)5 of the monthly savings
                    contribution chosen by each applicant shall be reduced
                    pro-rata to the extent necessary;

          (iv)      if the Standard Bonus is included or is taken to be included
                    then no Bonus shall be taken to be included;

          (v)       applications will be selected by lot, each based on a
                    monthly savings contribution of (Pounds)5 and the exclusion
                    of any Bonus in the repayment under the Savings Contract.

          As soon as possible after the final date for the receipt of
          applications in relation to each grant of Options and within 42 days
          of the earliest of the dates on which the Market Value was taken for
          the purposes of determining the Option Price, the Company shall grant
          to each Eligible Employee who has submitted a Valid Application, or
          where appropriate to those Eligible Employees selected by lot pursuant
          to this Rule 4(e), an Option in respect of the number of Plan Shares
          for which he is deemed to have applied scaled down proportionately to
          the reduction made in his monthly contributions pursuant to this Rule
          4(e).

Option certificates

(f)       Subject to the Eligible Employee entering into a Savings Contract, as
          soon as possible after the Date of Grant each Eligible Employee shall
          be issued an Option Certificate in respect of his Option, specifying
          the Date of Grant, the number of Plan Shares subject to the Option,
          the Option Price and the Acquisition Price.

Options only to be granted to employees and directors

(g)       No Option shall be granted to any person who is no longer a director
          or employee of a Group Company on the date Options are granted under
          this Rule 4.

Life of the Plan

(h)       No Option may be granted more than ten years after the Adoption Date.

5         NON-TRANSFERABILITY OF OPTIONS

Save as provided in Rule 6(b) no Option nor any right thereunder shall be
capable of being transferred, assigned, charged or otherwise disposed of.  Any
such purported transfer, assignment, charge or disposal shall result in the
cancellation of the Option.



                                       16
<PAGE>

6         RIGHTS TO EXERCISE OPTIONS

General

(a)       (i)       Save as provided in Rules 6(b), 6(c), 6(e), 6(g) and 8,
                    an Option may be exercised only during the period commencing
                    with the Bonus Date under the relevant Savings Contract; and

          (ii)      save as provided in Rule 6(b), an Option shall not be
                    exercisable later than six months after such Bonus Date.

Death

(b)       If an Option-holder dies, future savings contributions cease, but any
          outstanding Option may be exercised by his legal personal
          representatives, but only:

          (i)       within 12 months after the date of his death if such death
                    occurs before the Bonus Date; or

          (ii)      within 12 months after the Bonus Date in the event of his
                    death within six months after such Bonus Date. Cessation of
                    employment in special circumstances

(c)       If an Option-holder shall cease to be employed within the Group by
          reason:

          (i)       of injury or disability (evidenced to the satisfaction of
                    the Committee) or redundancy within the meaning of the
                    Employment Rights Act 1996; or

          (ii)      of retirement on reaching the Specified Age or his Normal
                    Retirement Date; or

          (iii)     that his office or employment is in a company of which the
                    Company ceases to have Control; or

          (iv)      that his office or employment relates to a business or part
                    of a business which is transferred to a person who is not a
                    company of which the Company has Control

          he may exercise all or any of his Options in whole or in part during
          the period ending six months after the date of such cessation (at the
          end of which period his Options will lapse to the extent unexercised).



                                       17
<PAGE>

(d)       No person shall be treated for the purposes of Rule 6(c) and 6(g) as
          ceasing to hold the office or employment by virtue of which he is an
          Eligible Employee until he ceases to hold any office or employment in
          the Company or any Associated Company over which the Company has
          Control.

Reaching Specified Age

(e)       If at the date of reaching the Specified Age an Option-holder does not
          retire he may exercise his Option within the period of six months
          commencing with that date. Employee transferred to other member of the
          Group

(f)       An Option-holder who is employed on the Bonus Date by an Associated
          Company of a Group Company or by a company of which the Company has
          Control may exercise his Option within the period of six months
          commencing with the Bonus Date.

Cessation of employment in other circumstances

(g)       If an Option-holder shall cease to hold the office or employment by
          virtue of which he is an Eligible Employee more than three years after
          the Date of Grant of an Option other than by reason of misconduct,
          such Option may be exercised within six months after the date of such
          cessation at the end of which period his Options will lapse to the
          extent unexercised.

Termination of savings contract

(h)       If an Option-holder gives, or under the terms of the Savings Contract
          has or is deemed to have given, notice to the relevant Savings
          Authority that he intends to stop paying contributions under his
          Savings Contract then, unless the relevant Option is then exercisable
          under this Rule 6, it shall thereupon lapse.

Bankruptcy

(i)       If the Option-holder is adjudicated bankrupt, his Option shall
          thereupon lapse.

Conditions to be satisfied at time of exercise

(j)       No Option may be exercised by an Option-holder, or by the legal
          personal representatives of an Option-holder who is (or at the date of
          his death was):

          (i)       not a director or employee of the Company, or a Group
                    Company unless the Option is to be exercised pursuant to
                    Rules 6(b), 6(c) 6(f) and 6(g); or




                                       18
<PAGE>

          (ii)      precluded from such exercise by paragraph 8 of Schedule 9.


Exercise to be limited to repayment proceeds

(k)       If an Option becomes exercisable under any provision of this Plan then
          the maximum number of Plan Shares over which it shall be exercisable
          shall be limited to the largest whole number of Plan Shares that may
          be acquired at the Option Price out of the repayment including any
          interest or Bonus received under the relevant Savings Contract. For
          these purposes the repayment under the Savings Contract shall exclude
          the repayment of any contribution the due date for payment of which
          falls more than one month after the date on which repayment is made.

7         LOSS OF OFFICE OR EMPLOYMENT

(a)       The grant of an Option does not form part of the Option-holder's
          entitlement to remuneration or benefits pursuant to his contract of
          employment nor does the existence of a contract of employment between
          an Eligible Employee and any company give such Eligible Employee any
          right or entitlement to have an Option granted to him in respect of
          any number of Plan Shares or any expectation that an Option might be
          granted to him whether subject to any conditions or at all.

(b)       The rights and obligations of an Option-holder under the terms and
          conditions of his office or employment shall not be affected by his
          participation in the Plan or any right he may have to participate in
          the Plan.

(c)       An individual who participates in the Plan waives all and any rights
          to compensation or damages in consequence of the termination of his
          office or employment with any company for any reason whatsoever in so
          far as those rights arise, or may arise, from his ceasing to have
          rights under or be entitled to exercise any Option under the Plan as a
          result of such termination or from the loss or diminution of value of
          such rights or entitlements. By participating in this Plan the
          Option-holder agrees that, if necessary, his terms of employment shall
          be varied accordingly.

8         TAKEOVERS, RECONSTRUCTION, AMALGAMATION & LIQUIDATION

Change in control of the company - acquiring company

(a)       If after the Adoption Date and subject to Rules 8(f) to 8(j), any
          company has become an Acquiring Company the Committee shall as soon as
          practicable thereafter notify every Option-holder accordingly, and
          each Option-holder may within the Appropriate Period:



                                       19
<PAGE>

          (i)       exercise all or any of his Options to the extent of the
                    repayment due under the relevant Savings Contracts; or

          (ii)      to the extent that an Option is not or has not been
                    exercised, execute, with the consent of the Acquiring
                    Company, an Option Rollover by a notice in writing in a form
                    prescribed by the directors of the Acquiring Company.

(b)       To the extent that any Option which has become exercisable and/or
          capable of being Rolled-over pursuant to Rule 8(a)(i) or 8(a)(ii) has
          not been exercised and/or Rolled-over at the expiry of the Appropriate
          Period it shall to the extent unexercised lapse.

(c)       For the purposes of an Option Rollover the new rights shall only be
          regarded as equivalent to the old rights if:

          (i)       the shares to which they relate satisfy the conditions of
                    paragraph 10 to 14 of Schedule 9; and

          (ii)      the new rights are exercisable in the same manner as the old
                    rights and subject to the provisions of this Plan as it had
                    effect immediately before an Option Rollover; and

          (iii)     the total market value of the Plan Shares subject to an
                    Option which is being Rolled-over is equal immediately
                    before such Option Rollover to the total market value (in
                    each case determined in accordance with Part VIII of the
                    Taxation of Chargeable Gains Act 1992) of the shares in
                    respect of which an Option-holder's new rights are being
                    granted immediately after such Option Rollover; and

          (iv)      the total amount payable in respect of the exercise in full
                    of an Option following an Option Rollover is equal to the
                    total Acquisition Price immediately preceding such Option
                    Rollover.

(d)       For the purposes of any application of the provisions of this Plan,
          following an Option Rollover any new rights granted pursuant to Rule
          8(a) shall be regarded as having been granted at the time the
          corresponding old rights were granted. With effect from the Option
          Rollover, the new rights shall be subject to the provisions of the
          Plan as it had effect in relation to Options which have been released.

Change in control of the company - acquiring person

(e)       If after the Adoption Date, a person becomes an Acquiring Person and
          subject to Rules 8(f) to 8(j) the Committee shall, as soon as
          practicable thereafter, notify every Option-



                                       20
<PAGE>

          holder accordingly and each Option-holder may within the Appropriate
          Period exercise his Options to the extent of the repayment due under
          the relevant Savings Contracts (but in the case of a Compromise
          subject to Rules 8(f) to 8(j)) and any Option which has become
          exercisable pursuant to this Rule 8(e) and has not been exercised at
          the expiry of the Appropriate Period shall to the extent unexercised
          lapse.

Change in control of the company - additional provisions for compromises

(f)       Where a Compromise is proposed between the Company and its members:

          (i)       Options which prior to the date of any general meeting of
                    the members ordered by the court have become exercisable
                    pursuant to the Rules of this Plan excluding Rule 8(g)
                    shall, subject to Rules 8(h) to 8(j) remain exercisable and
                    may be exercised in accordance with Rule 8(a) or (e) or at
                    the election of the Option-holder be exercised on the basis
                    set out in Rule 8(g); and

          (ii)      Rule 8(g) shall apply to any Option not falling within Rule
                    8(f)(i).

(g)       Options to which this Rule 8(g) applies shall become exercisable from
          the date of the meeting of the members ordered by the court on terms
          that exercise is conditional on the court sanctioning the Compromise
          and where exercise is permitted under this Rule 8(g):

          (i)       notice of exercise shall be in such form as may be
                    prescribed by the Committee; and

          (ii)      notwithstanding any other provision in this Plan, the date
                    of exercise of all Options exercised conditionally pursuant
                    to this Rule 8(g) shall be the date on which the court
                    sanctions the Compromise.

(h)       Notwithstanding any other Rule in this Plan, unless the Committee
          determines otherwise, no notice of exercise of an Option shall be
          effective if received on or after the day on which it is anticipated
          that the court will sanction the Compromise.

(i)       If after six months from the date of the meeting ordered by the court
          to consider the Compromise referred to in Rule 8(f) the court has not
          sanctioned the Compromise, the conditional exercise of Options under
          Rule 8(g) shall be of no effect and Rules 8(f) and 8(h) shall cease to
          apply in relation to that Compromise.

(j)       Upon the Compromise becoming effective, any Options, to the extent
          unexercised, shall lapse.



                                       21
<PAGE>

Plan Shares ceasing to satisfy paragraphs 10 to 14 of Schedule 9

(k)       If a resolution is proposed or an action taken as a result of which
          Plan Shares will cease to satisfy the requirements of any of
          paragraphs 10 to 14 of Schedule 9, then, unless the Committee
          determines that all Options may be exercised in such manner as it may
          determine at such time as it may specify but in any event before the
          date on which Plan Shares will cease to satisfy the requirements of
          paragraphs 10 to 14 of Schedule 9, the Committee will be deemed to
          have notified the Board of Inland Revenue that the Plan no longer
          satisfies the requirements for approval and that from then on the Plan
          shall continue in force as an unapproved plan. From the date of such
          resolution being passed or such action being taken the definition of
          Plan Shares in Rule 1(a) shall be taken to have been amended to
          exclude the words "which satisfy the conditions specified in
          paragraphs 10 to 14 inclusive of Schedule 9" and requirements
          throughout the Plan to obtain the approval of the Board of Inland
          Revenue shall no longer have effect. The Committee shall notify
          Option-holders in writing that Options may be exercised or that the
          status of the Plan will be changed and shall send a copy of that
          notification to the Board of Inland Revenue.

Liquidation

(l)       If notice is duly given of a general meeting at which a resolution
          will be proposed for the voluntary winding-up of the Company, except
          for the purposes of reconstruction or amalgamation, an Option shall be
          exercisable in whole or in part at any time thereafter until the
          resolution is duly passed or defeated or the general meeting concluded
          or adjourned sine die, whichever shall first occur. If such a
          resolution is passed, the Option shall, to the extent unexercised,
          thereupon lapse and if such a resolution is defeated the relevant
          Option shall, to the extent unexercised, thereupon continue to
          subsist.

9         EXERCISE OF OPTIONS

Procedures on exercise

(a)       Exercise of an Option, or of new rights under this Plan, shall be
          effected by a notice in writing in a form prescribed from time to time
          by the Committee lodged with the Secretary of the company or at its
          office as appropriate or with the Company's duly appointed agent
          specifying the number of Plan Shares in respect of which the Option is
          being exercised and accompanied by evidence of the termination of the
          related Savings Contract. The exercise of the Option will not take
          place until a remittance for the Acquisition Price for the Plan Shares
          concerned is received. Payment may be made by banker's draft or cheque
          or telegraphic or other electronic transfer provided that if a cheque
          is not cleared the Eligible Employee shall be deemed never to have
          exercised his Option and neither the Company nor any other person will
          be under any obligation to



                                       22
<PAGE>

          provide any Plan Shares for him. Notwithstanding anything to the
          contrary therein contained such notice shall (other than in the
          circumstances contained in the immediately preceding proviso and/or
          Rule 8(g) above) take effect upon receipt of notice and payment in
          full and such day shall, notwithstanding Rule 11(c) constitute for all
          purposes the date of exercise of such Option and the Secretary of the
          Company shall procure that the said shares are issued or transferred
          within 28 days thereafter. The Option Certificate should also be
          lodged but failure to do so will not invalidate the exercise of the
          Option. The company will keep a suitable form of notice available, so
          that an Option-holder desirous of exercising an Option may obtain
          copies thereof from the Secretary of the Company.

(b)       All transfers and all allotments of Plan Shares shall be subject to
          any necessary consents of HM Treasury or other authorities in the
          United Kingdom or elsewhere under enactment's or regulations for the
          time being in force and it shall be the responsibility of the
          Option-holder to comply with any requirements to be fulfilled in order
          to obtain or obviate the necessity for any such consent.

Rights attaching to Plan Shares

(c)       Plan Shares transferred pursuant to this Plan will be transferred
          without the benefit of any rights attaching thereto by reference to a
          record date preceding the date of exercise. Save as regards rights
          attaching to Plan Shares by reference to a record date prior to the
          date on which the Plan Shares are allotted and issued, Plan Shares
          issued upon the exercise of Options shall be identical and rank pari
          passu in all respects with shares of the same class then in issue.

10        PLAN AMENDMENTS AND TERMINATION

Amendments

(a)       Notwithstanding the provisions of Rules 10(b) to 10(d) and 11(b), the
          Committee may at any time make such alterations (including additions)
          to the Rules as are necessary to secure that the Rules receive initial
          approval from the Board of Inland Revenue under Schedule 9 and
          continue to be so approved.

(b)       Subject to Rules 10(c) and 10(d) the Committee may from time to time
          at its absolute discretion, amend any of the Rules.

(c)       No amendment waiver or replacement to or of this Plan (or any Rule)
          shall be made to the extent to which it would have the effect of
          abrogating or altering adversely any of the subsisting rights of
          Option-holders except with such consent on their part as would be
          required by the provisions of the Company's Bye-Laws if the Plan
          Shares to be issued or transferred on the exercise of the Options
          already granted and still subsisting were so



                                       23
<PAGE>

          issued or transferred and constituted a separate class of share
          capital and if such provisions applied mutatis mutandis thereto.

(d)       So long as this Plan remains approved under Schedule 9 no amendment to
          this Plan shall take effect after the date of alteration until the
          Board of Inland Revenue has approved the amendment or the Committee is
          deemed to have given the notification to the Inland Revenue described
          in Rule 8(k). (e) The Committee shall have the power from time to time
          to make or vary regulations for the administration of this Plan and to
          amend the terms or impose further conditions on the grant and exercise
          of Options to take account of overseas taxation, and securities or
          exchange control laws provided always that such regulations, terms and
          conditions shall not be inconsistent with the provisions of this Plan
          and shall not cause any of the provisions of Schedule 9 relevant to
          this Plan to cease to be satisfied.

Termination

(f)       Notwithstanding the provision contained in Rule 4(h), the Board of
          Directors or the Committee may at any time resolve that no further
          Options be granted under this Plan, and in such event no further
          Options will be granted but in all other respects the provisions of
          this Plan shall remain in full force and effect.


11        ADMINISTRATION

Notice and documents

(a)       Option-holders not otherwise entitled thereto may be sent copies of
          all relevant notices and other documents sent by the Company to its
          ordinary shareholders generally.

(b)       Written notices of any amendment made in accordance with Rule 10 shall
          be given to those Option-holders affected by such amendment.

(c)       Any notice or other document required to be given hereunder to any
          Option- holder shall be delivered to him or sent by First Class
          pre-paid post to him at his home address according to the records of
          the Company or such other address as may appear to the Company to be
          appropriate. Any notice or other document required to be given to the
          Company shall be delivered to it or sent by First Class pre-paid post
          to its registered office or such other address as may be determined by
          the Company to be appropriate. Notices sent by post shall be deemed to
          have been given on the fifth day following the date of posting.



                                       24
<PAGE>

Disputes

(d)       The decision of the Committee in any dispute or question relating to
          any Option shall be final and conclusive subject to the terms of this
          Plan.

Costs of the Plan

(e)       The costs of introducing and administering this Plan shall be borne by
          the Company.

Governing Law

(g)       These Rules shall be governed by and construed in accordance with
          Bermudan Law.



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