EXHIBIT 4.7


                        CORDIANT COMMUNICATIONS GROUP PLC













                                    RULES OF

                        THE CORDIANT COMMUNICATIONS GROUP

                          EXECUTIVE SHARE OPTION SCHEME

            Adopted in Extraordinary General Meeting on 12 June 2001

                  Approved Part approved by the Inland Revenue
                     under Reference X21465 on 25 June 2001
             Balance of Rules not approved by the UK Inland Revenue


                                   Macfarlanes
                                10 Norwich Street
                                 London EC4A 1BD




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           CORDIANT COMMUNICATIONS GROUP EXECUTIVE SHARE OPTION SCHEME

1         Definitions

1.1       In these Rules the following words and expressions  shall have,  where
          the context so admits, the following meanings:

Advance Payment:  an amount equal to the Maximum Number multiplied by the Market
          Value of a Share on the Date of Grant  divided by eight,  such  amount
          being a payment on account of the Exercise Cost;

Announcement  Date: the date on which the Company  announces its results for any
          period;

Approval  Date:  the date on which the  Scheme is  approved  by the  Company  in
          general meeting;

Associated  Company:  has the same  meaning as in section  416 of the Income and
          Corporation Taxes Act 1988;

Auditors:  the auditors for the time being of the Company (acting as experts and
          not as arbitrators);

Board: the board of directors of the Company or the Committee;

Bonus Discounted  Option: a Discounted Option granted in conjunction with a Cash
          Bonus  to an  Eligible  Employee  subject  to the  provisions  of this
          Scheme;

Cash Bonus:  the bonus payable by a  Participating  Company or the Trustees to a
          Participant on submission of an Exercise Notice equal to:

          (i)       the Exercise Cost for the Shares being  acquired as a result
                    of that Exercise Notice; less

          (ii)      the Advance  Payment in respect of the Shares being acquired
                    as a result of that Exercise Notice;







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Committee: the Remuneration and Nominations Committee of the Board or such other
          duly  constituted  committee of the Board as may be delegated with the
          authority  to  consider  the  remuneration  of  directors  and  senior
          employees  of the Company such  committee  to be  comprised  wholly or
          mainly of non-executive directors of the Company;

the  Company:  Cordiant  Communications  Group plc  registered  in  England  No.
          1320869;

Control:  has the same  meaning as in section 840 of the Income and  Corporation
          Taxes Act 1988;

Date of Grant: the date on which an Option is, was or is to be granted under the
          Scheme, pursuant to Rule 2.1;

Dealing Day: a day on which The Stock  Exchange is open for the  transaction  of
          business;

Discounted  Option:  an Option  granted  under the Scheme  which is not a Market
          Value Option;

Eligible Employee:  a Group Employee who is required to devote substantially all
          his working  time to his duties with a  Participating  Company and who
          has been nominated to participate in this Scheme by the Committee;

Exercise Cost: the amount which a Participant  shall pay to acquire Shares under
          his Option being equal to either:

          (i)       for a Standard Discounted Option, the Advance Payment; or

          (ii)      for a Bonus Discounted Option, the aggregate of

                    (a)       the Advance Payment; and

                    (b)       the excess,  if any, of the aggregate Market Value
                              on the Date of Grant of the Shares to be  acquired
                              on the  exercise  of that  Option over the Advance
                              Payment; or

          (iii)     for a Market Value Option, the aggregate Market Value on the
                    Date of Grant of the Shares to be acquired  on the  exercise
                    of that Option;







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Exercise  Notice: a notice in writing to be given by the Participant on exercise
          of an  Option  in such  form as the  Committee  may from  time to time
          determine which shall, inter alia, specify:

          (i)       the number of Shares in respect of which the Option is to be
                    exercised;

          (ii)      that, in the case of a Discounted  Option,  the  Participant
                    agrees  that  the  appropriate  proportion  of  the  Advance
                    Payment should be set against the Exercise Cost by reference
                    to the  proportion  that the number of Shares being acquired
                    bears to the Exercise Number;

          (iii)     that,  in  the  case  of  a  Bonus  Discounted  Option,  the
                    Participant  agrees that the Cash Bonus due on submission of
                    the Exercise Notice be payable directly to or be retained by
                    the Grantor to be used to satisfy  that part of the Exercise
                    Cost not satisfied by the Advance Payment;

          (iv)      that, in the case of a Bonus  Discounted  Option where there
                    is  Withholding  in  respect  of the  Cash  Bonus,  that the
                    Exercise  Notice can be  treated  by the  Grantor as being a
                    series of Exercise  Notices  exercisable on the same day and
                    that the Participant  agrees that the Grantor (or its agent)
                    can sell on  behalf  of the  Participant  sufficient  Shares
                    following  each  such  exercise  other  than the last one to
                    realise  sufficient  money to meet the Exercise  Cost of the
                    subsequent   exercise   where  the  Exercise  Cost  was  not
                    satisfied by the net amount received by the Grantor from the
                    Cash Bonus after Withholding;

          (v)       that where there is  Withholding  in respect of the exercise
                    of the Option that the Participant  agrees that,  unless the
                    person  required to settle the Withholding is satisfied that
                    alternative  arrangements  have  been  made  to  ensure  the
                    Withholding  can be properly dealt with, the Grantor (or its
                    agent)  can sell on  behalf  of the  Participant  sufficient
                    Shares to meet the amount of the Withholding;

          (vi)      that the  Participant  agrees with his employer to allow his
                    employer to recover the employer's National Insurance/social
                    security contribution  liability relating to the exercise of
                    the  Option  from the  Participant  or,  as the case may be,
                    enters into a






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                    joint   election  with  his  employer  that  the  employer's
                    National  Insurance/social  security contribution  liability
                    shall be transferred to the Participant;

Exercise  Number:  the number of Shares which may be acquired on the exercise of
          an Option calculated as set out in the Performance Condition;

Grantor:  the Trustees or the Committee  whichever  grants the Option under Rule
          2.1;

Grant Period: a period of forty-two days commencing on:

          (i)       the Approval Date;

          (ii)      the day following an Announcement Date; or

          (iii)     a  day  on  which  the  Committee  deems  that   exceptional
                    circumstances  have occurred  (which may without  limitation
                    include  recruitment  of a new  employee or  promotion  of a
                    Group Employee);

Group Employee: a director or employee of any Participating Company;

Injury, Ill Health,  Disability: the cessation of employment or office by reason
          of injury,  ill health or disability  provided the Board is satisfied,
          on production of such evidence as it may reasonably require:

          (i)       that the individual has ceased to exercise and, by reason of
                    injury, ill health or disability, is incapable of exercising
                    that office or employment; and

          (ii)      that the individual is likely to remain so incapable for the
                    foreseeable future;

Market Value: in relation to a Share on any day its middle market  quotation for
          the  immediately  preceding  Dealing  Day as  derived  from the  Daily
          Official List of UK Listing Authority;

Market Value  Option:  an Option  granted under the Scheme under which the price
          payable by the Participant per Share is the Market Value of a Share at
          the Date of Grant;






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Maximum  Number:  the maximum number of Shares as determined in accordance  with
          Rule 2 which can be acquired on the exercise of an Option assuming the
          Performance Condition is satisfied in full;

Model Code: the Model Code for transactions in securities by directors published
          from time to time by The Financial Services Authority, and any code of
          practice  published by The Financial Services Authority in addition to
          or replacement of such publication;

Old Schemes: the Cordiant Communications Group Equity Participation Plan and the
          Cordiant  Communications Group Performance Share Option Scheme both of
          which  were  adopted by the  Company in general  meeting on 23 October
          1997 and the Zenith  Executive  Incentive Plan adopted by the Board of
          Zenith Media Holdings Limited on 8 December 1997;

Option: a right to acquire Shares granted or to be granted to Eligible Employees
          by the  Grantor  pursuant  to Rule  2.1  which  has not  lapsed,  been
          surrendered,  renounced  or  exercised  in full and the term  "Option"
          shall be  construed  to mean  "Standard  Discounted  Option" or "Bonus
          Discounted  Option"  or  "Market  Value  Option" or all of them as the
          context requires;

Participant:  an Eligible  Employee who has been granted an Option or (where the
          context admits) his legal personal representative(s);

Participating  Company:  the Company and any other  company of which the Company
          has Control (and which is a Subsidiary of the Company);

Performance  Condition:  any condition  imposed by the Committee under Rule 3.1,
          whereby  an  Option  is  granted  on the  basis  that  it  may  not be
          exercised,  in whole  or in part,  until  and to the  extent  that the
          condition has been satisfied;

Phantom Option:  means a contingent  right to be paid a cash sum by the Trustees
          or  the  employing  company  granted  or to  be  granted  to  Eligible
          Employees  pursuant  to the  Addendum  to these  Rules  which  has not
          lapsed, been surrendered, renounced or exercised in full;







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Pregnancy:  the cessation of employment  arising upon the cessation of the right
          to return to work  pursuant to the  provisions  relating to  maternity
          contained in the Employment Rights Act 1996;

Recognised  Exchange:  a recognised stock exchange within the meaning of section
          841 of the  Income  and  Corporation  Taxes  Act 1988 or a  recognised
          investment  exchange within the meaning of the Financial  Services Act
          1986;

Redundancy: the cessation of employment or office by reason of redundancy within
          the meaning of the Employment Rights Act 1996;

Retirement:  the cessation of  employment or office by reason of retirement  at,
          or- beyond  such age at which an  individual  is entitled to retire in
          accordance  with the terms of his contract of  employment  or where no
          such age is  specified  at 60 or any other age with the consent of the
          Board;

the Rules:  the rules of the Scheme as the same may be amended from time to time
          and Rule shall be construed accordingly;

the Scheme:  this Cordiant  Communications  Group  Executive Share Option Scheme
          constituted  and  governed  by  the  Rules  with  and  subject  to any
          amendments thereto properly effected;

Secretary: the secretary of the Company or any agent acting on his behalf;

Share: an ordinary share of 50p in the capital of the Company;

Standard  Discounted  Option: a Discounted  Option other than a Bonus Discounted
          Option  granted to an Eligible  Employee  subject to the provisions of
          this Scheme;

Subsidiary: a company which is a subsidiary of the Company within the meaning of
          section 736 of the Companies Act 1985;

The Stock Exchange: London Stock Exchange plc;







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Trust:  a trust for the benefit of those  persons named in section 743 Companies
          Act  1985,  established  by  the  Company  or any  Associated  Company
          thereof,  and  nominated  for  the  purposes  of  this  Scheme  by the
          Committee;

Trustees:  the  original  trustees or other  trustees  for the time being of the
          Trust who  confirm  to the  Company  that they  will  comply  with the
          Scheme; and

Withholding:  a  liability  of a  Participant  to tax,  duties or other  amounts
          arising on the  exercise  of an Option or the  receipt of a Cash Bonus
          which a  Participating  Company  and/or the  Trustees  are required to
          withhold  and pay over to the  appropriate  authorities  on account of
          that liability.

1.2       In these Rules, except insofar as the context otherwise requires:

1.2.1     words denoting the singular shall include the plural and vice versa;

1.2.2     words  importing a gender shall include every gender and references to
          a person shall include bodies  corporate and  unincorporated  and vice
          versa;

1.2.3     reference to any  enactment  shall be construed as a reference to that
          enactment  as  from  time  to  time  amended,  modified,  extended  or
          re-enacted and shall include any orders,  regulations,  instruments or
          other sub-ordinate legislation made under the relevant enactment;

1.2.4     headings and captions are provided for reference only and shall not be
          considered as part of the Scheme; and

1.2.5     all numbers  required to be  calculated  shall be  calculated  to four
          decimal places, unless otherwise specified.

2         Grant of Options

2.1       Subject to Rules 3 and 4, Options may be granted  under this Scheme at
          any time or times  during a Grant  Period but not later than the tenth
          anniversary  of  the  Approval  Date  either  by  the  Trustees  after
          consulting the Committee or by the






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          Committee under the terms of these Rules.  However,  if the Grantor is
          prevented by statute, order, regulation or government directive or the
          Model Code from granting  Options  within any such  periods,  then the
          Trustees may, with the  agreement of the  Committee,  or the Committee
          may  grant   Options   within  21  days  after  the  lifting  of  such
          restrictions.

2.2       If the Trustees grant the Options,  then when the Committee recommends
          to the Trustees Eligible  Employees to be granted Options,  they shall
          also recommend:

2.2.1     the Maximum Number for each Eligible Employee and/or

2.2.2     the Advance  Payment which each Eligible  Employee  should be asked to
          make in respect of a Discounted Option; and

2.2.3     whether  the  Option to be  granted  should be a  Standard  Discounted
          Option or a Bonus Discounted Option or a Market Value Option.

The Trustees will then determine the Maximum  Number and/or the Advance  Payment
          (if any) and the type of Option  for each  Eligible  Employee  as they
          think fit.

If the Committee grants the Options then it shall make the  determination of the
          Maximum  Number  and/or the  Advance  Payment (if any) and the type of
          Option for each Eligible Employee as it thinks fit.

2.3.1     Immediately  before the Trustees grant Options in accordance with Rule
          2.1 above the Trustees  shall  inform the Company of the  aggregate of
          the Maximum Numbers for the Options to be granted.  The Trustees shall
          also  inform the  Company  as soon as  practicable  of any  subsequent
          reduction  in the  Maximum  Numbers  which  arise as a  result  of any
          Options granted by the Trustees  lapsing,  being  surrendered or being
          renounced.

2.3.2     If the  Committee is granting the Options,  it may do so either on the
          basis that the Options are options to subscribe for Shares or that the
          Trustees  have agreed to satisfy the exercise of the  Options.  In the
          case of Options to be satisfied by the  Trustees  the  Committee  will
          inform the Trustees and the Company of the






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          aggregate  of the Maximum  Numbers for the Options to be granted.  The
          Committee  shall also inform the  Trustees  and the Company as soon as
          practicable of any subsequent  reduction in the Maximum  Numbers which
          arise as a result of any  Options  granted by the  Committee  lapsing,
          being surrendered or being renounced.

2.4       Upon receipt of the information  pursuant to Rule 2.3 the Company,  if
          the Trustees do not already have sufficient  shares  available as part
          of the  assets of the  Trust,  will  grant one or more  options to the
          Trustees over an aggregate  number of Shares equal to the aggregate of
          the  Maximum  Numbers of the Options  which have been  notified to the
          Company  or such  lesser  number as are  required  to ensure  that the
          Trustees shall have available  sufficient Shares as may be required to
          satisfy such Options pursuant to the Scheme.

2.5       Options  shall be granted by deed and shall be  evidenced by the issue
          of a letter of grant to an  Eligible  Employee  by the  Grantor,  such
          letter constituting,  in the case of a Discounted Option, the call for
          the  payment of the Advance  Payment by that  Eligible  Employee.  The
          payment of the Advance  Payment shall  constitute a payment on account
          of the Exercise Cost under a Discounted  Option.  The Advance  Payment
          shall not be refundable.

2.6       Any Option may be renounced in whole or in part by any Participant not
          later  than 30 days  after  the Date of Grant of that  Option in which
          case the Option  shall for all  purposes  be taken  never to have been
          granted.

2.7       An option certificate shall be issued as soon as practicable after the
          Date of Grant  (or,  in the case of a  Discounted  Option,  after  the
          Grantor is in receipt of the Advance Payment),  specifying the Maximum
          Number,  the Date of  Grant,  the  Exercise  Cost and the  Performance
          Condition.

2.8       No Option may be  transferred,  assigned or charged and any  purported
          transfer,  assignment  or charge shall be void ab initio.  Each option
          certificate shall carry a statement to this effect.  For the avoidance
          of doubt,  this Rule 2.8 shall not  prevent  the  Option of a deceased
          Participant being exercised by his personal  representative(s)  within
          the terms of these Rules.







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3         Performance Condition

3.1       The exercise of any Option shall be subject to the  satisfaction  of a
          Performance  Condition  which shall be determined by the Committee and
          (where  necessary)  notified to the Trustees  prior to the grant of an
          Option.  The  Performance  Condition which will determine the Exercise
          Number for any Option must:

3.1.1     be based on such objective conditions as the Committee shall determine
          from time to time  PROVIDED THAT such  conditions  shall relate to the
          underlying financial  performance of the Company and that the exercise
          of an Option shall not be dependent on the  discretion  of any person;
          and

3.1.2     be specified at the Date of Grant.

3.2       The  Committee  may  in  its  discretion  waive,  vary  or  amend  the
          Performance Condition:

3.2.1     where  events  happen which cause the  Committee to consider  that the
          Performance  Condition  referred to in Rule 3.1 no longer represents a
          fair measure of performance  PROVIDED THAT it reasonably considers the
          Performance  Condition as varied or amended is not materially  more or
          less difficult to satisfy and FURTHER  PROVIDED THAT the  Participants
          are given notice in writing of the  variation as soon as  practicable;
          or

3.2.2     in accordance with the terms specified in the Performance Condition.

3.3       The Board shall,  as soon as practicable  following the measurement of
          any  such   Performance   Condition,   give  written   notice  to  the
          Participants concerned of the Exercise Number for their Options.

3.4       For the  avoidance of doubt,  the  Performance  Condition  which shall
          apply to the grant of  Options  before the  Announcement  Date for the
          final results for the first  accounting  reference period ending after
          the Approval Date under this Scheme shall be as follows:







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3.4.1     for Eligible Employees who are not directors of the Company,  it shall
          be EPS  Performance  as set  out in  Part A of the  Schedule  to  this
          Scheme; and

3.4.2     for Eligible  Employees who are directors of the Company,  it shall be
          EPS Performance for three quarters of the Shares under each Option and
          TSR Performance,  as set out in Part B of the Schedule to this Scheme,
          for one quarter of the Shares under each Option.

4         Limits on this Scheme

4.1       The number of Shares which may be issued or become  issuable  pursuant
          to this  Scheme and the Old  Schemes  may not exceed 12% of the issued
          ordinary  share capital of the Company from time to time PROVIDED THAT
          the Board shall adjust the  aggregate  number of Shares to reflect any
          subsequent variation of share capital of the Company in such manner as
          the  Auditors  confirm in writing  to be, in their  opinion,  fair and
          reasonable.  For the  purposes  of this  Rule 4.1,  once the  Exercise
          Number has been  determined  for an Option then that  Option  shall be
          treated as being an Option over the  Exercise  Number  rather than the
          Maximum  Number of Shares and Options  which have lapsed  shall not be
          counted.

5         Exercise of Options

5.1       Subject to Rules 5.2 and Rule 6 any Option may only be exercised:-

5.1.1     by the  Participant  providing he is a Group  Employee on the proposed
          date of exercise

5.1.2     in respect of the Exercise Number

5.1.3     on or after the later of the date the Board  determines  the  Exercise
          Number and the third anniversary of the Date of Grant.

5.2       Subject to Rule 6 where an event described in this Rule 5.2 occurs any
          Option or part  thereof may be  exercised  in respect of the  Exercise
          Number by the  Participant






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          or, if he is deceased, by his personal representatives on or after the
          later of the date the Board determines the Exercise Number and:

5.2.1     the death of the Participant;

5.2.2     the  Participant  ceasing to be a Group  Employee where that cessation
          was  by  reason  of  Injury,   Ill  Health,   Disability,   Pregnancy,
          Redundancy, Retirement or other circumstances within the discretion of
          the Grantor provided that the Grantor may in exercising its discretion
          impose such additional  conditions as they deem appropriate which must
          be satisfied before the Option may be exercised;

5.2.3     the  Participant  ceasing to be a Group  Employee where that cessation
          was by,  reason  either of the company or  companies of which he was a
          Group Employee ceasing to be a Participating  Company or of the office
          or  employment  relating to a business or part of a business  which is
          transferred to a person who cannot be a Participating Company;

5.2.4     an opportunity to exercise the Option pursuant to Rule 5.4; and

5.2.5     an opportunity to exercise the Option pursuant to Rule 7.

5.3       An Option shall lapse and become  thereafter  incapable of exercise on
          the earliest of the following events:

5.3.1     the day before the tenth anniversary of the Date of Grant;

5.3.2     the later of the first anniversary of the Participant's  death and six
          months after the date the Option is first exercisable pursuant to Rule
          5.2.1;

5.3.3     six months after an Option is first exercisable pursuant to Rule 5.2.2
          or 5.2.3;

5.3.4     immediately  upon the  Participant  ceasing to be a Group  Employee in
          circumstances  where his Option is not  exercisable  pursuant  to Rule
          5.2.1, 5.2.2 or 5.2.3;







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5.3.5     the end of the period of exercisability  determined in accordance with
          Rule 7;

5.3.6     the Participant being adjudicated bankrupt;

5.3.7     the surrender of the Option by the Participant; and

5.3.8     60 days after the Date of Grant of the Option if the  Participant  has
          not paid his Advance Payment to the Grantor by that time however if he
          has paid only a proportion of the Advance  Payment to the Grantor then
          the Option  shall only  lapse to the extent of the  proportion  of the
          Advance Payment not paid.

5.4       If a  Participant,  while  continuing  to hold an office or employment
          with a Participating  Company,  is transferred or is to be transferred
          to work in  another  country  and as a  result  of that  transfer  the
          Participant will either:

5.4.1     become  subject to income tax on his  remuneration  in the  country to
          which he is transferred and the Grantor,  after  consultation with the
          Committee,  if the Grantor is the Trustees,  are  satisfied  that as a
          result he will suffer a tax disadvantage upon exercising an Option; or

5.4.2     become subject to restrictions on his ability to exercise an Option or
          to deal in the Shares he will acquire upon the exercise of that Option
          by reason of or in  consequence  of, the  securities  laws or exchange
          control laws of the country to which he is transferred;

          the Grantor, after consultation with the Committee,  if the Grantor is
          the Trustees, may at its discretion permit the Participant to exercise
          the Option in the period  commencing  three  months  before and ending
          three months after the transfer takes place.

6         Manner of Exercise of Options

6.1       A Standard  Discounted Option may be exercised in whole or, subject to
          Rule 6.8, in part by the  Participant  or, if he is  deceased,  by his
          personal  representatives,  and the exercise shall be effective on the
          date of receipt by the  Grantor of a duly







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          completed   Exercise   Notice   accompanied  by  the  relevant  option
          certificate and the sum of(pound)1 only, the Exercise Cost having been
          satisfied by the Advance Payment.

6.2       A Bonus  Discounted  Option may be exercised  in whole or,  subject to
          Rule 6.8, in part by the  Participant  or, if he is  deceased,  by his
          personal  representatives,  and the exercise shall be effective on the
          date of receipt by the  Grantor of a duly  completed  Exercise  Notice
          accompanied by the relevant option  certificate and the sum of(pound)1
          only, the Exercise Cost having been  satisfied by the Advance  Payment
          and the Cash Bonus if any.

6.3       A Market Value  Option may be  exercised in whole or,  subject to Rule
          6.8, in part by the Participant or, if he is deceased, by his personal
          representatives,  and the  exercise  shall be effective on the date of
          receipt by the Grantor of a duly completed Exercise Notice accompanied
          by the relevant option certificate and the Exercise Cost.

6.4       A Discounted Option for which the Grantor has not received an Exercise
          Notice  before that Option is due to lapse  pursuant to Rule 5.3 other
          than Rule 5.3.8  shall be  automatically  exercised  in respect of the
          Exercise  Number  immediately  prior  to  such  lapse  by the  Grantor
          applying the Advance Payment as full payment of the Exercise Cost.

6.5       Subject  to  Rules  6.6  and 6.9  where  an  Option  is  exercised  in
          accordance  with Rules 6.1, 6.2, 6.3 or 6.4 the number of Shares to be
          acquired  other than those which the  Participant  has agreed shall be
          sold on his behalf by the Grantor (or its agent) shall be  transferred
          to the  Participant  within  30 days of the date of  exercise  and the
          Grantor shall arrange for the delivery of evidence of title in respect
          thereof.  Save for any rights determined by reference to a record date
          preceding the date of transfer, such Shares shall rank pari passu with
          the other shares of the same class then in issue.

6.6       If an Option  granted  by the  Trustees  (or whose  exercise  is to be
          satisfied by the Trustees) is exercised the Trustees may within 7 days
          of the date of exercise request the Company to issue sufficient Shares
          to the  Participant  to satisfy the Option in full.  If the Company is
          able and  willing  to satisfy  the Option in full the







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          Shares shall be issued to the  Participant  within 30 days of the date
          of exercise and the Company shall arrange for the delivery of evidence
          of  title in  respect  of such  Shares  other  than  those  which  the
          Participant  has  agreed  shall  be sold  on his  behalf  to meet  any
          Withholding.  Save for any rights  determined by reference to a record
          date  preceding  the date of  allotment,  such Shares  shall rank pari
          passu  with the other  shares  of the same  class  then in issue.  The
          Trustees shall pay over the aggregate  Exercise Cost (less any Advance
          Payments if the  Trustees  have  already  paid an amount equal to such
          Advance  Payment to the Company under the terms of any options granted
          by the  Company to the  Trustees  pursuant to Rule 2.4) to the Company
          when the Shares are issued.  If the Company is unable or  unwilling to
          satisfy the Option in full Rule 6.5 shall apply as if the Trustees had
          not requested the Company to satisfy the Option.

6.7       Where Shares are listed or dealt in on any Recognised Exchange then no
          Option may be  exercised  in  contravention  of the Model Code or such
          securities  transactions rules of the Recognised  Exchange as may from
          time to time be in force.

6.8       An Option may be exercised in part.  For the  avoidance of doubt,  the
          Grantor may treat the  exercise of an Option as a series of  exercises
          to be carried out on the same day.

6.9       When an Option has been exercised,  the Grantor may determine that, in
          substitution  for the  Participant's  right to acquire  such number of
          Shares as the  Grantor  may decide (so that his right to acquire  such
          Shares  shall cease and be  extinguished),  he shall be paid by way of
          additional  emoluments  a sum  equal  to the cash  equivalent  of that
          number of Shares.  For the purposes of this Rule, the cash  equivalent
          of any Shares is the amount by which the Market  Value of those Shares
          on the date on which the Option was  exercised  exceeds  the  Exercise
          Cost. As soon as reasonably practicable after a determination has been
          made  under  this  Rule  that the  Participant  shall be paid a sum in
          substitution for his right to acquire any number of shares:-

6.9.1     the Grantor shall pay to him or procure the payment to him of that sum
          in cash; and








                                       15
<PAGE>
6.9.2     if he has already paid the Grantor for those Shares, the Grantor shall
          return to him (or  procure the return to him of) the amount so paid by
          him.

          Any  payment  under this Rule shall be subject to such  deductions  or
          arrangements (to take account of tax or similar liabilities) as may be
          required  by law or as  the  Grantor  may  reasonably  consider  to be
          necessary.

7         Takeovers, Reconstructions and Liquidations

7.1       If any person obtains Control of the Company as a result of making:

7.1.1     a general  offer to acquire the whole of the issued  share  capital of
          the Company  (other than that which is already  owned by him) which is
          unconditional  or  which  is made on a  condition  such  that if it is
          satisfied  the  person  making  the  offer  will have  Control  of the
          Company; or

7.1.2     a general offer to acquire all the shares (other than shares which are
          already  owned by him) in the  Company  which are of the same class as
          Shares subject to an Option

then the Company  shall notify all  Participants  and the Trustees as soon as is
          practicable  of the offer and any Option may be exercised (but so that
          any  exercise  hereunder  shall  be  conditional  upon  Control  being
          obtained) from the date of the receipt of that  notification up to the
          expiry of a period  ending  six  months  from the time when the person
          making the offer has obtained Control of the Company and any condition
          subject to which the offer is made has been satisfied.

7.2       If under Section 425 of the Companies Act 1985 it is proposed that the
          Court sanctions a compromise or arrangement  likely to affect or apply
          to  Shares  then  the  Company  shall  give  notice   thereof  to  all
          Participants  at the same time as it sends  notices  to members of the
          Company   calling  the  meeting  to  consider  such  a  compromise  or
          arrangement. Any Option may then be exercised by a Participant subject
          to the terms of this Rule before the later of the expiry of six months
          from the date of such notice and the date on which the Court sanctions
          such compromise







                                       16
<PAGE>
          or arrangement. The exercise of an Option under this Rule 7.2 shall be
          conditional on such compromise or arrangement  being sanctioned by the
          Court and becoming  effective.  If the Shares  acquired on exercise of
          the Option are not subject to such compromise or arrangement  then the
          Participant   shall   transfer  or  otherwise  deal  with  the  Shares
          transferred  to him so as to place him in the same position (so far as
          possible)  as would have been the case if such Shares had been subject
          to such compromise or arrangement.

7.3       If any person  becomes  bound or  entitled  to  acquire  Shares in the
          Company  under  sections  428 to 430F of the  Companies  Act  1985 any
          Option may be exercised at any time when that person  remains so bound
          or entitled.

7.4       If notice is duly  given of a general  meeting  at which a  resolution
          will be proposed for the voluntary winding-up of the Company, then the
          Company shall notify all  Participants  and the Trustees as soon as is
          practicable  and any  Option  shall  be  exercisable  (but so that any
          exercise  hereunder shall be conditional  upon such  resolution  being
          passed) at any time thereafter  until the resolution is duly passed or
          defeated or the general  meeting is concluded or adjourned,  whichever
          shall first occur. If such resolution is passed an unexercised  Option
          shall thereupon lapse.

7.5       If notice is duly  given of a general  meeting  at which a  resolution
          will be proposed whereby:

7.5.1     the class of shares for the time  being  constituting  Shares  will be
          altered; or

7.5.2     the rights  attaching  to shares  which for the time being  constitute
          Shares will be altered so that such shares will cease to be Shares

then the Company  shall notify all  Participants  and the Trustees as soon as is
          practicable  and an Option shall at the discretion of the Committee be
          exercisable  (but so that any exercise  hereunder shall be conditional
          upon such resolution  being passed) at any time thereafter  until such
          resolution is duly passed or defeated or the general meeting adjourned
          sine die, whichever shall first occur. If such a resolution is passed,
          an unexercised Option shall thereupon lapse.







                                       17
<PAGE>
7.6       The periods of  exercisability  under Rule 5.2.5 and the date of lapse
          under Rule 5.3.5 are those of whichever of the  preconditions of Rules
          7.1,  7.2,  7.3,  7.4,  or 7.5  are  first  achieved.  The  subsequent
          achievement  of any  other  preconditions  will not  cause a period of
          exercisability  to begin  nor a date of lapse to arise  provided  that
          Options shall not continue to be capable of exercise following the end
          of the period of exercisability in Rule 7.3.

7.7       For the  purpose  of this  Rule 7 a  person  shall be  deemed  to have
          obtained  Control of a Company if he and others acting in concert with
          him have together obtained Control of it.

7.8       The exercise of an Option pursuant to the preceding provisions of this
          Rule 7 shall be subject to the provisions of Rule 6 above.

8         Substitution of Shares

8.1       Notwithstanding  the provisions of Rule 7 if any company  (hereinafter
          called the "Acquiring Company") shall:-

8.1.1     obtain Control of the Company as a result of making:-

          8.1.1.1   a general  offer to acquire  the whole of the  issued  share
                    capital of the  Company  which  offer is made on a condition
                    that if the  condition is satisfied  the  Acquiring  Company
                    will have control of the Company; or

          8.1.1.2   a general  offer to acquire all shares of the Company  which
                    are of the same class as the Shares; or

8.1.2     obtain  Control  of  the  Company  in  pursuance  of a  compromise  or
          arrangement sanctioned by the Court under Section 425 of the Companies
          Act 1985; or

8.1.3     become  bound or  entitled  to  acquire  shares in the  Company  under
          Sections 428 to 430F of the Companies Act 1985







                                       18
<PAGE>
          any  Participant  may at any time  within the  appropriate  period (as
          defined in Rule 8.2 below) by  agreement  with the  Acquiring  Company
          release   his  Option   under  the  Scheme   ("the  Old   Option")  in
          consideration  of the  grant to him of an option  ("the  New  Option")
          which is  equivalent  (as defined in Rule 8.3 below) to the Old Option
          but  relates  to shares in a company  other  than the  Company  (being
          either  the  Acquiring  Company  or  some  other  company  within  the
          provisions of sub-paragraphs  (b) or (c) of paragraph 10 of Schedule 9
          to the Income and Corporation Taxes Act 1988).

8.2       For the purposes of Rule 8.1 above the appropriate period means:-

8.2.1     In a case falling  within Rule 8.1.1 a period of six months  beginning
          with the time when the Acquiring  Company has obtained  control of the
          Company and (if applicable)  any condition  subject to which the Offer
          is made is satisfied;

8.2.2     In a case falling within Rule 8.1.2 the period of six months beginning
          with the time when the court  sanctions the compromise or arrangement;
          and

8.2.3     In a case  falling  within  Rule  8.1.3 the  period  during  which the
          Acquiring Company remains bound or entitled as mentioned in that Rule.

8.3       For the purposes of Rule 8.1 above the New Option shall be  equivalent
          to the Old Option if the  requirements  of paragraphs  15(3)(b) to (d)
          inclusive of the said  Schedule 9 are met. The New Option  shall,  for
          all other  purposes of the Scheme,  be treated as having been acquired
          at the same time as the Old Option.

8.4       For the  avoidance  of doubt if the  Participant  does not release his
          rights  pursuant to the provisions of this Rule or exercise his Option
          pursuant to the  provisions of Rule 7 hereof then all Old Options held
          by him shall lapse.

8.5       With  effect  from the date on which a  Participant  releases  the Old
          Option in  consideration of the grant to him of the New Option Rules 1
          and Rules 5 to 11  inclusive  shall in  relation  to the New Option be
          construed  for  the  purposes  of that  New  Option  as if  references
          directly or indirectly to "the Company" and to






                                       19
<PAGE>
          "Ordinary  Shares" were  references  to the  Acquiring  Company and to
          shares  in the  Acquiring  Company  or as the  case  may be the  other
          company  falling within  sub-paragraphs  (b) or (c) of paragraph 10 of
          Schedule 9 to the Income and Corporation Taxes Act 1988.

8.6       If, in  accordance  with this Rule 8, an Old Option is released  and a
          New Option granted, the New Option shall not be exercisable under Rule
          7 by  virtue  of the  event by  reason  of which  the New  Option  was
          granted.

9         Variation of Share Capital

9.1       In the event of any  variation  of the share  capital of the  Company,
          including,  but without  prejudice to the  generality of the preceding
          words,  any  capitalisation  or  rights  issue  or any  consolidation,
          sub-division  or reduction of capital the number of Shares  subject to
          any  Option and any  exercise  price  payable  under the Option may be
          adjusted by the Grantor (after consultation with the Committee, if the
          Grantor is the  Trustees)  in such manner as the  Auditors  confirm in
          writing to be, in their opinion, fair and reasonable.

9.2       A  variation  pursuant  to Rule  9. 1  above  shall  be  deemed  to be
          effective  from the  record  date at which  the  respective  variation
          applied to other  shares of the same class as the Shares.  Any Options
          exercised  within the period from the record date to the date when the
          Options are adjusted shall be treated as exercised with the benefit of
          the variation confirmed by the Auditors.

9.3       The Grantor shall take such steps as it considers  necessary to notify
          Participants  of any  adjustment  made  under Rule 9.1 and to call in,
          cancel,   endorse,   issue  or  reissue  any  relevant   documentation
          consequent upon such adjustment.

10        Administration and Amendment

10.1      The Board shall have the power to administer  and interpret the Scheme
          and the  decision  of the Board on all  disputes  shall be final  save
          where the Rules require the confirmation of the Auditors.







                                       20
<PAGE>
10.2      The  Board may from time to time  with the  approval  of the  Trustees
          amend these Rules provided that:

10.2.1    no amendment may materially  adversely  affect a Participant's  rights
          under an Option granted prior to the amendment  being made without the
          Participant's consent;

10.2.2    the provisions relating to:

          10.2.2.1  the  persons to whom,  or for whom,  benefits  are  provided
                    under the Scheme;

          10.2.2.2  the limitations on the number of Shares specified in Rule 4;

          10.2.2.3  the maximum entitlement for any one Participant;

          10.2.2.4  the basis for  determining a  Participant's  entitlement to,
                    and  the  terms  of,  Options  to be  provided  and  for the
                    adjustment  thereof in the event of a capitalisation  issue,
                    rights issue,  sub-division  or  consolidation  of Shares or
                    reduction of capital or any other variation of capital

cannot be altered to the advantage of Participants without the prior approval of
          the  shareholders  of the  Company  in  general  meeting  (except  for
          amendments  to  benefit  the  administration  of the  Scheme,  to take
          account of a change in legislation or to obtain or maintain favourable
          tax, exchange control or regulatory  treatment for Participants in the
          Scheme or for the Company or for any Participating Company).

10.3      Notwithstanding  any  provision of the Scheme other than Rule 10.2 the
          Board may, in respect of Options  granted or to be granted to Eligible
          Employees  who are or who may become  subject to taxation  outside the
          United Kingdom on their  remuneration,  amend or add to the provisions
          of the Scheme and the terms of Options as it  considers  necessary  or
          desirable  to  take  account  of or to  mitigate  or to  comply,  with
          relevant  overseas  taxation,  securities  or  exchange  control  laws
          provided  that  the  terms of the  Options  granted  to such  Eligible
          Employees  are not






                                       21
<PAGE>
          overall more favourable than the terms of the Options granted to other
          Eligible Employees.

10.4      The cost of  establishing  and  operating the Scheme shall be borne by
          the  Participating  Companies in such  proportions  as the Board shall
          determine.

10.5      Any  notice or other  communication  under or in  connection  with the
          Scheme may be given by the  Company or the  Trustees,  as the case may
          be, either  personally or by post, and to the Company or the Trustees,
          as the case may be,  either  personally  or by post to the  Secretary;
          items sent by post shall be pre-paid  and shall be deemed to have been
          received 72 hours after posting.

10.6      The Trustees  shall at all times keep available  sufficient  Shares to
          satisfy to the full extent  possible  all Options  granted by or to be
          satisfied by the Trustees,  taking account of any other obligations of
          the Trust to  transfer  Shares,  provided  that in the  event  that an
          Option ceases to be  exercisable  under these Rules the Trustees shall
          be free to deal with the Shares  which were  subject to that Option as
          they see fit, subject to the deed of trust constituting the Trust. The
          Company shall at all times keep available sufficient Shares to satisfy
          to the full extent possible all Options granted by the Committee which
          are not to be satisfied by the Trustees.

10.7      For the purposes of Rule 10.6 Shares shall be available where they are
          part of the assets of the Trust or are subject to an agreement whereby
          the Trustees can require that the Shares are  transferred or issued to
          it  or  transferred  or  issued   directly  to  the   Participants  in
          satisfaction of the Trustees obligation to satisfy Options,  but shall
          not be available  where the Trustees have agreed or may be required to
          transfer Shares other than on the exercise of an Option.

11        Miscellaneous

11.1      The Scheme shall terminate upon the tenth  anniversary of the Approval
          Date or at any  earlier  time by the  passing of a  resolution  of the
          Board or an ordinary  resolution  of the  Company in general  meeting.
          Termination of the Scheme shall be without prejudice to the subsisting
          rights of Participants.







                                       22
<PAGE>
11.2      The rights and  obligations of any  individual  under the terms of his
          office  or  employment  with any  Participating  Company  shall not be
          affected by his  participation in the Scheme or any right which he may
          have  to  participate  therein,  and an  individual  who  participates
          therein shall waive any and all rights to  compensation  or damages in
          consequence  of the  termination  of his office or employment  for any
          reason whatsoever  insofar as those rights arise or may arise from his
          ceasing to have rights  under or be  entitled  to exercise  any Option
          under the Scheme as a result of such termination.

11.3      The existence of any Option or Options shall not affect in any way the
          right or power of the Company or its shareholders to make or authorise
          any or all adjustments, recapitalisation,  reorganisations, reductions
          of capital,  purchase or redemption of its own shares  pursuant to the
          Companies  Act  1985  or  other  changes  in  the  Company's   capital
          structure, or any merger or consolidation of the Company, or any issue
          of bonds, debentures,  preferred or prior preference stock ahead of or
          convertible  into,  or  otherwise  affecting  the Shares or the rights
          thereof, or the dissolution or liquidation of the Company, or any sale
          or transfer of all or any part of its assets or business, or any other
          corporate  act  or  proceeding,  whether  of a  similar  character  or
          otherwise.






                                       23
<PAGE>
                                  APPROVED PART

NB:  This Part  governs  the grant of Options  which are  approved by the Inland
Revenue.

12        In this Part the term "Approved  Option" shall mean a right to acquire
          Ordinary Shares granted under this Part. No Discounted  Options may be
          granted under this Part.

13        An  Approved  Option  shall be  governed  by the  Rules of the  Scheme
          subject to the following modifications:-

13.1      There shall be a definition of Act which shall read as follows:-

          "Act: Income and Corporation Taxes Act 1988;"

13.2      The definition of Approval Date shall be amended to read:-

          "Approval  Date: the date upon which the Scheme receives formal Inland
          Revenue approval;"

13.3      There shall be a  definition  of Excluded  Person  which shall read as
          follows:-

          "Excluded  Person: a person who has a material interest in the Company
          being  an  interest  of 10% or more  in the  Company's  share  capital
          contrary to paragraph 8 of Schedule 9 to the Act;"

13.4      The  following  words shall be added to the end of the  definition  of
          Group Employee:-

          "who, if he is a director,  is required by the terms of his employment
          or office to work for the Group or any part of it for 25 hours or more
          per  week  (exclusive  of  meal  breaks)  and  who is not an  Excluded
          Person;"

13.5      The definition of Share shall be amended to read:-







                                       24
<PAGE>
          "Share:  an ordinary  share of 50p in the capital of the Company which
          complies  with the  provisions of paragraphs 10 to 14 of Schedule 9 of
          the Act;"

13.6      In Rule  3.2.1 the words  "not  materially"  shall be  amended to read
          "no".

13.7      A new rule shall be added to Rule 4 which shall be  designated as Rule
          4.2 and shall read as follows:-

          "4.2 An Option  granted to an Eligible  Employee  shall be limited and
          take effect so that the aggregate of:-

          4.2.1 the Market Value of the Shares to be subject to the Option; and

          4.2.2 the market value of all shares  comprised in subsisting  options
          granted to the Eligible  Employee  pursuant to the Scheme or any other
          option  scheme  (other than a savings  related  share  option  scheme)
          approved  under  Schedule  9 to the Act  which is  established  by the
          Company or any Associated Company

          shall not exceed the limit referred to in paragraph  28(1) of Schedule
          9 to the Act."

13.8      Rule 5.1.1 shall be amended to read as follows:-

          "if  at  the  date  of  exercise  the  Participant  is  employed  by a
          Participating Company and is not an Excluded Person; and"

13.9      In Rule 6.5 the phrase "Subject to Rules 6.6 and 6.9" shall be amended
          to read "Subject to Rule 6.6"

13.10     Rule 6.9 shall not apply under the Approved Part

13.11     In Rule 8.3 the reference to "paragraph 15(3)(b)" shall be replaced by
          a reference to "paragraph 15(3)(a)".

13.12     The following sentence shall be added to the end of Rule 9.1







                                       25
<PAGE>
          "No  variation  to the number of Shares  comprised in an Option or the
          Exercise Cost thereof shall be made pursuant to any of the  provisions
          contained in this Rule until the Board of Inland Revenue have approved
          such variation."

13.13     A new rule shall be added to rule 10.2 which shall be designated  Rule
          10.2.3 and shall read as follows:-

          "10.2.3 no amendment to the Approved Part made while the Approved Part
          continues to have the approval of the Board of Inland Revenue shall be
          effective until approved by the Board of Inland Revenue."

13.14     None of the provisions  relating to Withholding  shall apply under the
          Approved Part and the definition of Exercise Notice and Rule 6.6 shall
          be amended appropriately to take account of this.

14        The Addendum  dealing  with Phantom  Options does not form part of the
          Approved Part.






                                       26
<PAGE>
                                    SCHEDULE
                              Performance Condition

General

15        In  accordance  with Rule 3.1 of the  Scheme,  an  Option  may only be
          exercised in whole or in part upon the  fulfilment of the  Performance
          Condition   imposed  by  the  Committee  and  subject  to  any,  other
          requirements of the Rules.

16        Part A of  this  Schedule  sets  out the  method  of  determining  the
          Exercise Number where an Option is made subject to EPS Performance.

17        Part B of  this  Schedule  sets  out the  method  of  determining  the
          Exercise Number where an Option is made subject to TSR Performance.

18        Where  an  Option  is  expressed  as  being  subject  in  part  to EPS
          Performance and in part to TSR Performance the Exercise Number for the
          Option shall be determined as though there were two  sub-options,  one
          being  subject to EPS  Performance  and the other being subject to TSR
          Performance.  The Maximum Number for each such sub-option shall be the
          appropriate proportion of the Maximum Number of the Option.

Part A - EPS Performance

19        Subject to paragraphs 2, 3, 4 and 5 of this Part A of the Schedule the
          number of Shares  that a  Participant  shall be entitled to acquire on
          the exercise of an Option (i.e. the Exercise  Number) shall subject to
          1.3 below be calculated  immediately  following the Final Announcement
          Date as set out in 1.1 and 1.2 below.

19.1      If EPS  Performance  is less  than  the  Hurdle  Rate  and/or  the EPS
          Performance  is  less  than  5% per  annum  then  if the  Option  is a
          Discounted  Option the Exercise  Number  shall be ten,  subject to 1.3
          below and if the Option is a Market Value  Option the Exercise  Number
          shall be zero,  the  Participant  shall not be entitled to acquire any
          Shares and the Option shall lapse.







                                       27
<PAGE>
19.2      If EPS  Performance  is equal to or greater  than the Hurdle  Rate and
          equal  to or  greater  than 5%  then  the  Exercise  Number  shall  be
          determined  by  multiplying  the  Maximum  Number  by  the  Percentage
          Exercisable.   The  Percentage  Exercisable  shall  be  calculated  in
          accordance with the following table:

          EPS Performance              Percentage Exercisable

          > 5% and < 13%               12.5% + ((EPS Performance - 5%) x 27.5%)
          -                                      --------------------
                                                         8%

          > 13% and < 20%              40% + ((EPS Performance - 13%) x 60%)
          -         -                          ---------------------
                                                         7%
          > 20%                        100%

19.3      If  the  Committee   considers  that  the  EPS  Performance  has  been
          disappointing  because of adverse  external  factors it may extend the
          Performance  Period to 48 months.  In that case the  reference  to the
          third anniversary of the Date of Grant in Rule 5.1.3 shall be taken to
          be a reference to the fourth  anniversary of the Date of Grant and the
          provisions of paragraphs 2 and 3 of this Part A of the Schedule  shall
          be amended to reflect the additional  year in the  Performance  Period
          (and so be based on quarters and not thirds).  If the Committee  still
          considers that the EPS Performance has been  disappointing  because of
          adverse  external  factors  at the  end of that  extended  Performance
          Period  it  may  extend  the  Performance  Period  to 60  months  with
          comparable  amendments  to Rule 5.1.3 and  paragraphs  2 and 3 of this
          Part A of the Schedule (based on fifths).

20        Where an Option is exercisable in accordance with Rule 5.2.1, 5.2.2 or
          5.2.3  the  Exercise  Number  for  that  Option  shall  be  calculated
          immediately following the relevant Announcement Date as follows:

20.1      Where the event  occurs on or before the First  Announcement  Date the
          Exercise  Number shall be one third of the Exercise Number which would
          have been  calculated in accordance with paragraph 1 of this Part A of
          the Schedule on the assumption  that the  Performance  Period ended on
          the accounting  reference date for






                                       28
<PAGE>
          the accounting  reference period the results of which are announced on
          the First Announcement Date.

20.2      Where the event  occurs  after the First  Announcement  Date but on or
          before the Second  Announcement  Date the Exercise Number shall be two
          thirds of the  Exercise  Number  which would have been  calculated  in
          accordance  with  paragraph  1 of this Part A of the  Schedule  on the
          assumption  that  the  Performance  Period  ended  on  the  accounting
          reference  date for the  accounting  reference  period the  results of
          which are announced on the Second Announcement Date.

20.3      Where the event occurs after the Second Announcement Date the Exercise
          Number shall be the Exercise  Number which would have been  calculated
          in accordance with paragraph 1 of this Part A of the Schedule.

21        Where an Option  is  exercisable  in  accordance  with Rule  5.2.4 the
          Exercise Number for that Option shall be calculated  immediately after
          the Trustee  determines  that the  Participant  may first exercise his
          Option  as  follows  provided  that  the  Committee  may use its  best
          estimate  of the likely EPS  Performance  for the  relevant  period to
          enable the  Exercise  Number to be  determined  prior to the  relevant
          Announcement Date.

21.1      Where  the  date  of  calculation   occurs  on  or  before  the  First
          Announcement  Date  the  Exercise  Number  shall  be one  third of the
          Exercise  Number which would have been  calculated in accordance  with
          paragraph 1 of this Part A of the Schedule on the assumption  that the
          Performance  Period  ended on the  accounting  reference  date for the
          accounting  reference period the results of which are announced on the
          First Announcement Date.

21.2      Where the date of calculation occurs after the First Announcement Date
          but on or before  the Second  Announcement  Date the  Exercise  Number
          shall be two  thirds of the  Exercise  Number  which  would  have been
          calculated  in  accordance  with  paragraph  1 of  this  Part A of the
          Schedule on the assumption  that the  Performance  Period ended on the
          accounting  reference  date for the  accounting  reference  period the
          results of which are announced on the Second Announcement Date.







                                       29
<PAGE>
21.3      Where the date of  calculation  occurs  after the Second  Announcement
          Date the Exercise Number shall be the Exercise Number which would have
          been  calculated in accordance  with paragraph 1 of this Part A of the
          Schedule.

22        Where an Option  is  exercisable  in  accordance  with Rule  5.2.5 the
          Exercise  Number for that Option shall be the Maximum Number  provided
          that the Committee is satisfied that either

22.1      EPS  Performance  is not less than the Hurdle Rate (measured as if the
          Performance Period is the period commencing with the accounting period
          following  the Base Year and ending at the end of the last  accounting
          period  prior  to the date  when the  option  becomes  exercisable  in
          accordance  with Rule 5.2.5 for which  there has been an  Announcement
          Date)  and  the   underlying   performance  of  the  Company  has  not
          deteriorated since the end of that last accounting period; or

22.2      if the option becomes  exercisable before the Announcement Date for an
          accounting  period after the Base Year, the underlying  performance of
          the Company has not deteriorated since the end of the Base Year.

23        Where  an  Option  is  exercised  in  accordance  with  Rule  6.4 then
          irrespective of whether the Exercise Number has been determined  under
          paragraph  1, 2, 3 or 4 of this Part A of the  Schedule  the  Exercise
          Number shall always be ten.

24.1      In this Part A of the Schedule  the  following  words and  expressions
          shall,  where  the  context  admits,  have  the  following  meaning(s)
          respectively:

          "Base Year"                   the last accounting  reference period of
                                        the Company  ending prior to the Date of
                                        Grant;

          "EPS"                         the fully diluted  earnings per share of
                                        the Company as  calculated  on the basis
                                        of   the   headline    earnings   figure
                                        according to the principles of Statement
                                        of  Investment  Practice No. 1 issued by
                                        the United Kingdom Society of Investment
                                        Professionals   and   subject   to  such








                                       30
<PAGE>
                                        adjustment to exclude  exceptional items
                                        and  other   significant   non-recurring
                                        items  as  the  Committee  may  consider
                                        appropriate and if the period covered by
                                        the  accounts  is more or less  than one
                                        year the EPS shall be recalculated on an
                                        annualised  basis  having  due regard to
                                        any seasonal  variations in the business
                                        of the Company;

          "EPS Performance"             the annual  rate of  increase of the EPS
                                        of the Base  Year  over the  Performance
                                        Period  expressed as a percentage,  such
                                        percentage being calculated as follows:

                         EPS Performance = [(EPS2)1/n -1] x 100
                                                            ----
                                                           [(EPS1 )  ]

                         Where:

                         (i)       EPS1 is EPS for the Base Year

                         (ii)      EPS2 is EPS for the last accounting reference
                                   period in the Performance Period

                         (iii)     n is the  number of years in the  Performance
                                   Period;

                              PROVIDED  THAT if EPS1  would be zero or  negative
                                   then the Base Year  shall be the most  recent
                                   accounting  reference  period of the  Company
                                   when EPS1 would be positive prior to the Base
                                   Year  in  which   case  the   length  of  the
                                   Performance   Period,   other  than  for  the
                                   purposes   of  the   definitions   of   First
                                   Announcement  Date, Second  Announcement Date
                                   or Final Announcement Date, shall be adjusted
                                   accordingly;







                                       31
<PAGE>
          "First Announcement Date"     the  Announcement  Date  for  the  final
                                        results   for   the   first   accounting
                                        reference   period   of  a   Performance
                                        Period;

          "Final Announcement Date"     the  Announcement  Date  for  the  final
                                        results for the third or last accounting
                                        reference   period   of  a   Performance
                                        Period;

          "Hurdle Rate"                 the annual rate of increase of the Index
                                        of Retail Prices (All Items) (the "RPI")
                                        over the Performance Period expressed as
                                        a percentage plus 3% being calculated as
                                        follows:

                                   Hurdle Rate =  3% + [(RPI2)1/n -1] x 100
                                                         ----
                                                       [(RPI1 )     ]

                                        Where:

                                        (i) RPI1 is the RPI figure published for
                                        the  month   before  the  start  of  the
                                        Performance Period.

                                        (ii)  RPI2 is the RPI  figure  published
                                        for the last  month  of the  Performance
                                        Period.

                                        (iii) n is the  number  of  years in the
                                        Performance Period;

          "Performance Period"          a  period  of  36   consecutive   months
                                        commencing   with   the   start  of  the
                                        accounting period immediately  following
                                        the Base  Year for which  accounts  have
                                        been  published  except where the length
                                        of the period is adjusted in  accordance
                                        with the  provisions  of this Scheme and
                                        the Rules;







                                       32
<PAGE>

          "Second Announcement Date"    the  Announcement  Date  for  the  final
                                        results   for  the   second   accounting
                                        reference   period   of  a   Performance
                                        Period.

24.2      In  this  Part  A of the  Schedule  except  in as  far as the  context
          otherwise  requires words and expressions shall have the same meanings
          as in the Scheme.

Part B - TSR Performance

25        Subject to paragraphs 2, 3, 4 and 5 of this Part B of the Schedule the
          number of Shares  that a  Participant  shall be entitled to acquire on
          the  exercise  of  an  Option  (ie.  the  Exercise  Number)  shall  be
          calculated  immediately  following  the  Final  Announcement  Date  by
          multiplying  the Maximum  Number by the  Percentage  Exercisable.  The
          Percentage  Exercisable  shall be calculated  in  accordance  with the
          following table:

          The Company's TSR relative to the       Percentage Exercisable
          Comparator Group

          Below Median                                 Nil
          Median                                       20%

          50th-58th  percentile                        40%
          59th-66th  percentile                        60%
          67th-75th  percentile                        80%
          Upper quartile                               100%

          If  the  Committee   considers  that  the  TSR  Performance  has  been
          disappointing  because of adverse  external  factors it may extend the
          Performance  Period to 48 months.  In that case the  references to the
          third anniversary of the Date of Grant in Rule 5.1.3 shall be taken to
          be references to the fourth  anniversary  of the Date of Grant and the
          provisions of paragraphs 2 and 3 of this Part B of the Schedule  shall
          be amended to reflect the additional  year in the  Performance  Period
          (and so be based on quarters and not thirds).  If the Committee  still
          considers that the TSR Performance has been  disappointing  because of
          adverse external factors at the end of the extended Performance Period
          it may  extend the  Performance  Period to 60






                                       33
<PAGE>
          months with comparable amendments to Rule 5.1.3 and paragraphs 2 and 3
          of this Part B of the Schedule (based on fifths).

26        Where an Option is exercisable in accordance with Rule 5.2.1, 5.2.2 or
          5.2.3  the  Exercise  Number  for  that  Option  shall  be  calculated
          immediately following the relevant Announcement Date as follows:

26.1      Where the event  occurs on or before the First  Announcement  Date the
          Exercise  Number shall be one third of the Exercise Number which would
          have been  calculated in accordance with paragraph 1 of this Part B of
          the Schedule on the assumption  that the  Performance  Period ended on
          the accounting  reference date for the accounting reference period the
          results of which are announced on the First Announcement Date.

26.2      Where the event  occurs  after the First  Announcement  Date but on or
          before the Second  Announcement  Date the Exercise Number shall be two
          thirds of the  Exercise  Number  which would have been  calculated  in
          accordance  with  paragraph  1 of this Part B of the  Schedule  on the
          assumption  that  the  Performance  Period  ended  on  the  accounting
          reference  date for the  accounting  reference  period the  results of
          which are announced on the Second Announcement Date.

26.3      Where the event occurs after the Second Announcement Date the Exercise
          Number shall be the Exercise  Number which would have been  calculated
          in accordance with paragraph 1 of this Part B of the Schedule.

27        Where an Option  is  exercisable  in  accordance  with Rule  5.2.4 the
          Exercise Number for that Option shall be calculated  immediately after
          the Trustee  determines  that the  Participant  may first exercise his
          Option  as  follows  providing  that  the  Committee  may use its best
          estimate  of the likely TSR  Performance  for the  relevant  period to
          enable the  Exercise  Number to be  determined  prior to the  relevant
          Announcement Date.

27.1      Where  the  date  of  calculation   occurs  on  or  before  the  First
          Announcement  Date  the  Exercise  Number  shall  be one  third of the
          Exercise  Number which would have been  calculated in accordance  with
          paragraph 1 of this Part B of the Schedule on






                                       34
<PAGE>
          the  assumption  that the  Performance  Period ended on the accounting
          reference  date for the  accounting  reference  period the  results of
          which are announced on the First Announcement Date.

27.2      Where the date of calculation occurs after the First Announcement Date
          but on or before  the Second  Announcement  Date the  Exercise  Number
          shall be two  thirds of the  Exercise  Number  which  would  have been
          calculated  in  accordance  with  paragraph  1 of  this  Part B of the
          Schedule on the assumption  that the  Performance  Period ended on the
          accounting  reference  date for the  accounting  reference  period the
          results of which are announced on the Second Announcement Date.

27.3      Where the date of  calculation  occurs  after the Second  Announcement
          Date the Exercise Number shall be the Exercise Number which would have
          been  calculated in accordance  with paragraph 1 of this Part B of the
          Schedule.

28        Where an Option  is  exercisable  in  accordance  with Rule  5.2.5 the
          Exercise  Number for that Option shall be the Maximum Number  provided
          that the Committee is satisfied that either

28.1      EPS  Performance  is not less than the Hurdle Rate (measured as if the
          Performance Period is the period commencing with the accounting period
          following  the Base Year until the end of the last  accounting  period
          prior to the date when the option  becomes  exercisable  in accordance
          with Rule 5.2.5 for which there has been an Announcement Date) and the
          underlying  performance of the Company has not deteriorated  since the
          end of that last accounting period; or

28.2      if the option becomes  exercisable before the Announcement Date for an
          accounting  period after the Base Year, the underlying  performance of
          the Company has not deteriorated since the end of the Base Year.

29        Where  an  Option  is  exercised  in  accordance  with  Rule  6.4 then
          irrespective of whether the Exercise Number has been determined  under
          paragraph  1,  2,  3 or 4 of  this  Part B of the  Schedule  then  the
          Exercise Number shall always be ten.







                                       35
<PAGE>
30.1      In this Part B of the Schedule  the  following  words and  expressions
          shall,  where the  context  admits,  have the  following  meaning  (s)
          respectively:

          "Base Year"                   the last accounting  reference period of
                                        the Company  ending prior to the Date of
                                        Grant;

          "Comparator Group"            shall mean the following groups:

                                        Grey Advertising
                                        Havas Advertising
                                        Interpublic
                                        Omnicom
                                        Publicis
                                        True North Communications
                                        WPP
                                        Aegis
                                        Taylor Nelson Sofres
                                        GWR
                                        Scoot Com
                                        BskyB
                                        Capital Radio
                                        Carlton Communications
                                        Chime
                                        EMI
                                        Incepta
                                        Maiden
                                        Pearson
                                        Reed International
                                        Tempus
                                        United Business Media
                                        Future Network
                                        Scottish Media

                                        PROVIDED THAT the Committee  may, at its
                                        absolute  discretion,  vary, add, remove
                                        or alter  the  companies  making  up the
                                        Comparator  Group






                                       36
<PAGE>
                                        where  events  happen  which  cause  the
                                        Committee to consider that such a change
                                        is   appropriate   to  ensure  that  the
                                        Performance   Condition   continues   to
                                        represent a fair measure of  performance
                                        PROVIDED  THAT it  reasonably  considers
                                        the  Performance  Condition as varied or
                                        amended is not  materially  more or less
                                        difficult   to   satisfy   and   FURTHER
                                        PROVIDED THAT the Participants are given
                                        notice in  writing of the  variation  as
                                        soon as practicable;

          "First Announcement Date"     the  Announcement  Date  for  the  final
                                        results   for   the   first   accounting
                                        reference   period   of  a   Performance
                                        Period;

          "Final Announcement Date"     the  Announcement  Date  for  the  final
                                        results for the third or last accounting
                                        reference   period   of  a   Performance
                                        Period;

          "Performance Period"          a  period  of  42   consecutive   months
                                        commencing   with   the   start  of  the
                                        accounting period immediately  following
                                        the Base  Year for which  accounts  have
                                        been published;

          "Second Announcement Date"    the  Announcement  Date  for  the  final
                                        results   for  the   second   accounting
                                        reference   period   of  a   Performance
                                        Period;

          "TSR"                         is  the   return   obtained   from   the
                                        ownership    of   a   share   over   the
                                        Performance  Period,  taking  account of
                                        capital appreciation, dividends paid and
                                        any other issues or  distributions.  For
                                        the purpose of the calculation, which is
                                        expressed  as an  annualised  return  on
                                        capital,  it is assumed  that a share is
                                        bought   at   the   beginning   of   the







                                       37
<PAGE>
                                        Performance  Period  and sold at the end
                                        of the Performance  Period. The purchase
                                        of  the  share  is  to  be   treated  as
                                        performed  at the  average of the market
                                        value  of a  share  over  the 12  months
                                        preceding    the    beginning   of   the
                                        Performance  Period  and the sale of the
                                        share is to be treated as  performed  at
                                        the average market value of a share over
                                        the six months  preceding the end of the
                                        Performance Period.  Dividends and other
                                        benefits are assumed to be received when
                                        the shares are  marked  ex-dividend  and
                                        regarded as cash  receipts.  Payments to
                                        take up  rights  or due on  partly  paid
                                        shares are regarded as cash  outflows on
                                        the appropriate  dates.  Adjustments are
                                        made for takeovers,  mergers,  demergers
                                        and other corporate events;

          "TSR Performance"             The TSR of the  Company is  compared  to
                                        the TSR of each of the  companies in the
                                        Comparator  Group,  with those companies
                                        being  ranked in order of their TSR over
                                        the  Performance  Period and the company
                                        having the worst  rate of return  ranked
                                        at the bottom.

30.2      In  this  Part  B of the  Schedule  except  in as  far as the  context
          otherwise  requires words and expressions shall have the same meanings
          as in the Scheme.








                                       38
<PAGE>
                                        Addendum to The Cordiant  Communications
                                             Group Executive Share Option Scheme
                                             ("Addendum")

                                        Pursuant to Rule 10.3 of the Scheme, the
                                             Board   adopted  this  Addendum  to
                                             facilitate  the  grant  of  Phantom
                                             Options   under   the   Scheme   to
                                             Eligible  Employees to take account
                                             of or to mitigate or to comply with
                                             relevant     overseas     taxation,
                                             securities   or  exchange   control
                                             laws. The terms of Phantom  Options
                                             granted  pursuant to this  Addendum
                                             may not be overall more  favourable
                                             than the terms of  Options  granted
                                             to other  Eligible  Employees.  The
                                             Rules of the Scheme  shall apply to
                                             Phantom  Options  as they  apply to
                                             Options  except  where the  context
                                             requires  that a modified  approach
                                             is adopted.  Phantom Options may be
                                             granted   either  by  the  Trustees
                                             after  consulting  the Committee or
                                             by the  Committee.  If the  Phantom
                                             Options    are   granted   by   the
                                             Committee,  the cash  sum  shall be
                                             paid  to  the  Participant  by  the
                                             employing company.

                                        In  this   Addendum,   the   words   and
                                             expressions   used  in  the  Scheme







                                       39
<PAGE>
                                             shall  bear,   unless  the  context
                                             otherwise   requires,    the   same
                                             meaning  herein  save to the extent
                                             this Addendum  shall provide to the
                                             contrary.

                                        The terms of a Phantom Option (which, if
                                             it is a Discounted  Phantom Option,
                                             is a contingent  right to be paid a
                                             cash  sum  by the  Trustees  or the
                                             employing   company  equal  to  the
                                             Market  Value on the date  that the
                                             Exercise  Number or part thereof is
                                             automatically  exercised and, if it
                                             is a Market Value  Phantom  Option,
                                             is a contingent  right to be paid a
                                             cash  sum  by the  Trustees  or the
                                             employing   company  equal  to  the
                                             difference between the Market Value
                                             on  the  date  that  the   Exercise
                                             Number   or   part    thereof    is
                                             automatically   exercised  and  the
                                             Market Value of the Exercise Number
                                             or  part  thereof  on the  Date  of
                                             Grant)  will mirror the terms of an
                                             Option   except  in  the  following
                                             respects.  The Exercise  Cost shall
                                             be L Nil and, if it is a Discounted
                                             Phantom Option,  the Phantom Option
                                             will  lapse 60 days  after the Date
                                             of Grant if the Participant has not
                                             entered into any "Waiver Agreement"







                                       40
<PAGE>
                                             with a Participating Company (being
                                             his  employing   company)  by  that
                                             time.  The Waiver  Agreement  shall
                                             specify  the amount to be  deducted
                                             from   the   remuneration   of   an
                                             Eligible  Employee  (being equal to
                                             the Advance Payment that would have
                                             been   required  if  the   Eligible
                                             Employee   had   been   granted   a
                                             Standard  Discounted  Option rather
                                             than  a  Phantom  Option)  and  the
                                             period (not exceeding  three years)
                                             over  which  the  amount  shall  be
                                             deducted.  To reflect  the rules of
                                             the Scheme as they apply to Advance
                                             Payments,  if the Waiver  Agreement
                                             is not  entered  into in full,  the
                                             Phantom Option will be deemed to be
                                             renounced to the same proportionate
                                             extent.

                                        Subject  to Rule  5.2 a  Phantom  Option
                                             shall  be  exercised  automatically
                                             provided the Participant is a Group
                                             Employee in respect of the Exercise
                                             Number on the later of the date the
                                             Board   determines   the   Exercise
                                             Number and the third anniversary of
                                             the Date of Grant.

                                        When  a  Phantom   Option  is  exercised
                                             automatically the relevant cash






                                       41
<PAGE>
                                             sum    shall   be   paid   to   the
                                             Participant  by the Trustees or the
                                             employing company within 30 days of
                                             the  relevant  exercise  date under
                                             deduction  of all taxes and charges
                                             as appropriate.

Where an event  described in Rule 5.2 occurs before the relevant dates specified
in the last but one paragraph  above and which does not cause the Phantom Option
to lapse  immediately  the Phantom  Option or part  thereof  shall be  exercised
automatically  on the later of the date the Board determines the Exercise Number
and the date referred to in the relevant provision of Rule 5.2 except where Rule
7 requires that the automatic  exercise  should be deferred until the outcome of
the relevant condition is known







                                       42
<PAGE>
Addendum to The Cordiant  Communications Group Executive Share Option Scheme for
Eligible Employees resident in France ("French Addendum")

Pursuant to Rule 10.3 of the Scheme,  the Board adopted this French  Addendum to
facilitate the grant of Options under the Scheme to Eligible  Employees resident
in France.  For the purpose of the French plan,  Options  granted in  accordance
with the French Plan may be designated as Qualifying French stock Options within
the meaning of the  conditions  set in the French Company Law (Loi du 24 juillet
1966 code  Societes  commercailes,  articles 208 -1 to 208-8-2)  modified by the
bill adopted on May 2, 2001 ("French Qualified Options").

The Rules of the Scheme shall apply to French Qualified Options as they apply to
Options except as varied below:-

31        In this French Addendum,  the words and expressions used in the Scheme
          shall bear,  unless the context otherwise  requires,  the same meaning
          herein save to the extent this French  Addendum  shall  provide to the
          contrary.

32        No Discounted Options may be granted under this French Addendum.

33        There shall be a  definition  of Excluded  Person  which shall read as
          follows:-

          "Excluded  Person: a person who has a material interest in the Company
          being an interest of 10% or more in the Company's share capital;"

34        The following  proviso shall be added to the end of the  definition of
          Grant Period:-

          "PROVIDED THAT no French Qualified Option may be granted during any of
          the following periods:-

                    (i)       A period of 10 Dealing  Days  before and after the
                              publication  of the  Company's  annual  report and
                              accounts

                    (ii)      A  period   commencing  with  the  date  when  any
                              Director of the Company acquires unpublished price
                              sensitive






                                       43
<PAGE>
                              information  (as  defined  in the Model  Code) and
                              ending 10 Dealing Days after the  information  has
                              been published; or

                    (iii)     A period of 20 Dealing Days  following the payment
                              of a dividend or an  increase in the issued  share
                              capital of the Company

35        The definition of Group Employee shall be amended to read as follows:-

          "Group Employee:  an employee of (including a director who is employed
          by) any  Participating  Company  who in either case is not an Excluded
          Person;"

36        The definition of Market Value shall be amended to read as follows:-

          "Market Value: in relation to a Share on any day the higher of:-

          (i) its middle market quotation for the immediately  preceding Dealing
          Day as derived from the Daily  Official List of UK Listing  Authority;
          and

          (ii) the  average of the  opening  buying  prices of the Share for the
          twenty  immediately  preceding  Dealing Days as derived from the Daily
          Official List of UK Listing Authority.

37        If the  Participant  dies and does not have a personal  representative
          recognised as such under  English law then  references in the Rules to
          the Participant's personal representatives shall be deemed to mean his
          heirs under  French law. Any person  claiming to be the  Participant's
          heir shall provide  evidence  satisfactory to the Committee that he is
          the sole heir entitled to exercise the French Qualified Option or that
          any other  persons  entitled to share in the French  Qualified  Option
          consent to his exercising the French Qualified Option on behalf of all
          of them.

38        Rule  5.3.2  shall be amended  to read " the date  falling  six months
          after the Participant's death".







                                       44
<PAGE>
39        The  adjustment of the exercise  price or number of Shares  subject to
          French  Qualified Option under Rule 9 shall be made in accordance with
          article 208-5 of the French Company Law of 24 July 1966 .
s