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                                                                     EXHIBIT 4.2

                                THE BOC GROUP PLC

                THE BOC GROUP EXECUTIVE SHARE OPTION SCHEME 1995

                                      RULES

                           ADOPTED ON 20 JANUARY 1995
     AMENDED ON 16 JANUARY 1997, 7 MARCH 1997, 3 MARCH 1999 AND 27 JULY 2000


1.     DEFINITIONS

       In these Rules unless the context otherwise requires the following words
       and expressions shall have the following meanings:-

<TABLE>
<S>           <C>                                  <C>
        (a)    "the Adoption Date"                   The date upon which this Scheme is adopted by the Company in
                                                     general meeting.

        (b)    "the Board"                           The board of directors of the Company or a duly authorised
                                                     committee thereof composed of non-executive directors.

        (c)    "Company"                             The BOC Group plc

        (d)    "Date of Grant"                       In relation to an Option, the date upon which it is granted
                                                     pursuant to Rule 2(1).

        (e)    "Executive"                           Any full-time senior executive (including an executive
                                                     director) employed by a member of the Group.

        (f)    "Executive Scheme"                    Any employee share option scheme (other than the Scheme) under
                                                     which individuals may be selected for participation at the
                                                     discretion of the body administering that scheme.

        (g)    "the Group"                           The Company and its Subsidiaries for the time being.

        (h)    "Market Value"                        Has the same meaning as in Section 272(3) and (4) of the
                                                     Taxation of Chargeable Gains Act 1992.

        (i)    "Normal Exercise Period"              In relation to any Option, such period as may be prescribed
                                                     by the Board at the time when the Option is granted, beginning not
                                                     earlier than the third anniversary and ending not later than the
                                                     tenth anniversary of the Date of Grant.

        (j)    "Open Period"                         A period of 42 days beginning on the day following the
                                                     announcement to The London Stock Exchange of the results of
                                                     the Group for any period provided that if on any day within
                                                     such period dealings by a director would have been
                                                     prohibited under the Insider Dealing Rules of the Company that day
                                                     shall not be treated as part of an Open Period and the period of
                                                     42 days shall be extended as necessary (or commence on a later date)
                                                     in order to take account of any such prohibition.

</TABLE>

                                       1

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<TABLE>
<S>          <C>                                  <C>
        (k)    "Option"                              A right granted to an Executive under the Scheme or a Subordinate
                                                     Scheme to subscribe for or purchase Ordinary Shares and for the
                                                     time being subsisting.

        (l)    "Option Price"                        The price ascertained in accordance with Rule 3 at which a
                                                     Participant may subscribe for or purchase Ordinary Shares
                                                     comprised in an Option.

        (m)    "Ordinary Share"                      A fully paid Ordinary Share in the capital of the Company
                                                     which satisfies the provisions of paragraphs 10 to 14 of
                                                     Schedule 9 to the Taxes Act 1988.

        (n)    "Participant"                         A person who holds an Option, or (where the context
                                                     requires) his personal representatives.

        (o)    "Relevant Event"                      Any variation in the share capital of the Company arising
                                                     from any reduction of capital or sub-division or
                                                     consolidation of share capital or issue of share capital by
                                                     way of capitalisation of profits or reserves or by way of
                                                     rights (including the issue by way of rights to ordinary
                                                     shareholders for less than full consideration of any
                                                     securities convertible into share capital or warrants or
                                                     options to subscribe share capital).

        (p)    "the Scheme"                          This Scheme in the form approved by the Company in general
                                                     meeting on the Adoption Date together with and subject
                                                     to any amendment thereto for the time being in force.

        (q)    "Subordinate Scheme"                  A Scheme adopted by the directors pursuant to Rule 12.

        (r)    "Subsidiary"                          A body corporate which is for the time being a subsidiary of
                                                     the Company within the meaning of Section 736 of the Companies
                                                     Act 1985 and which is under the control of the Company within
                                                     the meaning of Section 840 of the Taxes Act.

        (s)    "Taxes Act"                           The Income and Corporation Taxes Act 1988.

</TABLE>

       Any reference herein to any enactment is a reference to that enactment as
       for the time being amended or re-enacted. Where the context so admits the
       singular shall include the plural and vice versa and the masculine shall
       include the feminine. Expressions defined in the Companies Acts for the
       time being shall where the context so permits have the same meanings
       where used herein.

2.     GRANT OF OPTIONS

       (1)    The Board may during any Open Period grant Options to such
              Executives as it may think fit.

       (2)    On granting Options the Board will impose such objective
              conditions regarding the exercise of the Options as the Board
              thinks fit. The Board may not waive or vary the conditions after
              the Date of Grant (except as later provided in Rules 5 and 9)
              unless in the opinion of the Board, the conditions have ceased to
              be appropriate. Any amendment to the conditions pursuant to this
              Rule 2(2) shall be made by the Board imposing such conditions
              which in the Board's opinion are more appropriate and, so far as
              is reasonably practicable, are equivalent to the conditions
              originally imposed.

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<PAGE>

       (3)    Such grant shall be evidenced by an Option certificate, including
              details of any condition imposed pursuant to Rule 2(2), issued on
              behalf of the Company to take effect as a deed.

       (4)    Any Executive to whom an Option is granted may, by notice in
              writing to the Company given within 30 days after the Date of
              Grant, renounce in whole or in part his rights thereunder. In such
              a case, the Option shall to the extent renounced, be treated as
              never having been granted and (if already issued) the Option
              certificate shall be returned to the Company for cancellation or
              (in the case of renunciation in part) for amendment. No
              consideration shall be payable for any such renunciation.

       (5)    The grant and exercise of an Option shall be conditional on the
              Participant agreeing to comply with any arrangements specified by
              the Company for the payment of taxation and any national insurance
              or other social contributions in respect of an Option (including
              without limitation the right for the Company to sell on the
              Participant's behalf, or require the Participant to sell,
              sufficient Ordinary Shares to satisfy the Participant's taxation
              or national insurance contribution liability).

3.     OPTION PRICE

       (1)    Subject to any adjustment pursuant to Rules 8 and 9(6) the Option
              Price for each Ordinary Share comprised in an Option shall be
              determined by the Board but shall not be less than the Market
              Value of the Ordinary Share on the Date of Grant or, in the case
              of an Option to subscribe for Ordinary Shares if greater the
              nominal value of such Ordinary Share.

       (2)    The Option Price relative to each Option shall be notified to the
              Participant in the Option certificate.

4.     LIMITATIONS ON THE GRANT OF OPTIONS

       (1)    For any one Executive, the aggregate Market Value of Ordinary
              Shares comprised in options under the Scheme or any other
              Executive Scheme, granted to him in the ten years up to the Date
              of Grant, under which Ordinary Shares may be allotted or
              transferred on exercise (excluding any such option to the extent
              that it has been exercised or has lapsed by reason of
              non-satisfaction of any condition imposed pursuant to Rule 2(2)
              (or any equivalent provision of another Executive Scheme)) shall
              not exceed four times his total annual emoluments. The Board may
              grant Options in excess of this limit to replace Options which
              have been exercised or have lapsed by reason of non-satisfaction
              of any condition imposed pursuant to Rule 2(2) (or any equivalent
              provision of another Executive Scheme) provided that the Board is
              satisfied that there has been a significant improvement in the
              Company's performance over two or three years before the grant of
              any such replacement Options.

       (2)    On any date, the maximum number of Ordinary Shares over which the
              Directors may grant Options under which Ordinary Shares are to be
              allotted, when added to the number of Ordinary Shares allotted and
              Ordinary Shares remaining to be allotted:

              (i)    in respect of options which are to be or have been granted
                     on the same date or within the previous ten years under the
                     Scheme, or any other share option scheme under which
                     Ordinary Shares may be or have been allotted on exercise,
                     shall not exceed 10 per cent of the number of Ordinary
                     Shares in issue on that date; and

              (ii)   in respect of options which are to be or have been granted
                     on the same date or within the previous ten years under the
                     Scheme, or any other Executive Scheme under which Ordinary
                     Shares may be or have been allotted on exercise, shall not
                     exceed 5 per cent of the number of Ordinary Shares in issue
                     on that date; and

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<PAGE>

              (iii)  in respect of options which are to be or have been granted
                     on the same date or within the previous five years under
                     the Scheme, or any other share option scheme under which
                     Ordinary Shares may be or have been allotted on exercise,
                     shall not exceed 5 per cent of the number of Ordinary
                     Shares in issue on that date; and

              (iv)   in respect of options which are to be or have been granted
                     on the same date or within the period of four years
                     commencing on the Adoption Date under the Scheme or any
                     other Executive Scheme under which Ordinary Shares may be
                     or have been allotted on exercise, shall not exceed 2 1/2
                     per cent of the number of Ordinary Shares in issue on that
                     date.

       (3)    No Option shall be granted under the Scheme more than ten years
              after the Adoption Date.

5.     PERIODS WITHIN WHICH OPTIONS MAY BE EXERCISED

       (1)    Except as otherwise provided in these Rules, each Option may be
              exercised at any time during the Normal Exercise Period, subject
              to fulfilment of any condition imposed under Rule 2(2).

       (2)    If a Participant ceases to be an Executive by reason of injury,
              ill-health or disability (evidenced to the satisfaction of the
              Board) or death, then he or (as the case may be) his personal
              representatives may exercise his Options, whether or not the
              Normal Exercise Period has commenced and whether or not any
              condition imposed under Rule 2(2) has been satisfied, within 12
              months after he ceases to be an Executive. If the Options are not
              so exercised they will lapse at the end of the said period of 12
              months.

       (3)    If a Participant ceases to be an Executive by reason either of job
              elimination or a reduction in workforce directly affecting him (as
              determined in the opinion of the Board), he may exercise his
              Options, whether or not any condition imposed under Rule 2(2) has
              been satisfied, within 3 months after he ceases to be an
              Executive, provided that on ceasing to be an Executive he has held
              his Options for at least two years. If the Options are not so
              exercised they will lapse at the end of the said period of 3
              months.

       (4)    If a Participant ceases to be an Executive during the Normal
              Exercise Period of an Option held by him by reason of his
              retirement at or over age 60, or earlier with Company consent but
              in no event prior to age 55, his Option may be exercised within 12
              months after he ceases to be an Executive, provided that such
              Option may only be exercised if any condition imposed under Rule
              2(2) has been satisfied or is satisfied during such 12 months. If
              any condition imposed under Rule 2(2) is not satisfied until the
              twelfth month after the Participant ceased to be an Executive, the
              Participant will have one month after satisfaction of the
              condition in which to exercise his Option. If the Option is not so
              exercised it will lapse at the end of the said periods of 12 or 13
              months respectively.

       (5)    If a Participant ceases to be an Executive during the Normal
              Exercise Period of an Option held by him by reason of his
              terminating his employment or his employment is terminated in
              circumstances not involving summary dismissal, impropriety or
              misconduct on his part and the employment ceases for a reason not
              falling within Rules 5(2) to (4) above, his Option may be
              exercised within 3 months after he ceases to be an Executive
              provided that any condition imposed under Rule 2(2) has been
              satisfied on his ceasing to be an Executive. Where a Participant
              receives a payment in lieu of notice, he shall be deemed to cease
              to be an Executive at the end of the period in relation to which
              the payment is made. If the Option is not so exercised, it will
              lapse at the end of the said period of 3 months.


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<PAGE>

       (6)    Save as provided by Rules 5(2) to 5(5), any Option held by a
              Participant who ceases to be an Executive shall forthwith lapse
              unless the Board in its absolute discretion determines that such
              Option may remain in force, subject to any condition imposed under
              Rule 2(2), for a period specified by the Board.

6.     EXERCISE OF OPTIONS

       (1)    An Option may only be exercised by a Participant giving notice in
              writing to the Company in the form prescribed by the Company,
              accompanied by a remittance to the Company for the total Option
              Price for the Ordinary Shares over which the Option is being
              exercised and/or by such authorities as may be required to enable
              the Company to receive such Option Price. In the case of an Option
              under which Ordinary Shares are to be transferred the Company
              shall receive the Option Price as agent for the person holding the
              Ordinary Shares which are to be transferred to the Participant.

       (2)    An Option may be exercised in whole or in part in respect of any
              number of the Ordinary Shares comprised therein, provided that if
              an Option is being exercised in part it may not be exercised for
              less than 1,000 Ordinary Shares except in the case of a final
              exercise where the Option has previously been exercised in part.

       (3)    If the Option is exercised in respect of part only of the Ordinary
              Shares comprised in the Option, the Company shall procure the
              issue of an Option certificate to the Participant in respect of
              the balance or call in the original Option certificate for
              endorsement.

       (4)    An Option shall be deemed to have been exercised on the date when
              the notice referred to in Rule 6(1) is received by the Company at
              its registered office, or such other address as the Board may
              direct or, if later, when the remittance of the Option Price is
              received by the Company.

       (5)    Options shall be exercisable at any time permitted under Rule 5
              (subject to Rule 9).

       (6)    All allotments, issues and transfers of Ordinary Shares will be
              subject to the obtaining of any necessary consents under
              enactments or regulations for the time being in force and, in so
              far as the obtaining of such consents are the Participant's
              obligation, it shall be the responsibility of the Participant to
              comply with any requirements to be fulfilled in order to obtain or
              obviate the necessity for any such consent.

7.     SHARES ISSUED IN RESPONSE TO THE EXERCISE OF OPTIONS

       (1)    Subject to the necessary authorities and consents pursuant to
              Rules 6(1) and (6), the Company shall procure that Ordinary Shares
              shall be allotted or transferred to the Participant (or, at his
              direction, his nominee) not more than twenty-eight days after the
              exercise of the Option.

       (2)    The Company shall at all times keep available for issue sufficient
              authorised but unissued Ordinary Shares (including for this
              purpose Ordinary Shares to be issued directly to a Participant on
              the exercise of his Options and Ordinary Shares to be issued to a
              person who will in turn transfer such Ordinary Shares to a
              Participant on the exercise of his Options) to permit the exercise
              of all unexercised Options and the Company will, at its expense,
              make application to The London Stock Exchange for admission to the
              Official List of Ordinary Shares allotted pursuant to the exercise
              of any Option.

       (3)    All Ordinary Shares allotted upon exercise of Options shall
              (subject to Rule 8) rank pari passu with the other Ordinary Shares
              in issue at the date of allotment.

8.     ADJUSTMENT OF OPTIONS

       Upon the occurrence of any Relevant Event, the number of Ordinary Shares
       comprised in each Option and/or the Option Price thereunder shall be
       adjusted in such manner as the Board considers fair and reasonable
       provided that:

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<PAGE>

       (a)    no adjustment shall be made pursuant to this Rule which would
              increase the aggregate Option Price; and

       (b)    the Option Price for an Ordinary Share is not reduced below its
              nominal value.

       Notice of any such adjustment shall be given to the Participants by the
       Board, who may call in the Option certificate for endorsement or
       replacement.

9.     CHANGES IN CONTROL OR WINDING-UP OF THE COMPANY

       (1)    For the purposes of this Rule 9 Control shall have the meaning
              given in Section 840 of the Taxes Act, and (other than for Rule
              9(6)) a person shall be deemed to have Control of the Company if
              he and others acting in concert with him have together obtained
              Control of it.

       (2)    If any person obtains Control of the Company as a result of
              making:-

              (a)    a general offer to acquire the whole of the issued Ordinary
                     Share capital of the Company which is made on a condition
                     such that if it is satisfied the person making the offer
                     will have Control of the Company, or

              (b)    a general offer to acquire all the shares in the Company
                     which are of the same class as the Ordinary Shares

              then any Option may be exercised (whether or not any condition
              imposed by Rule 2(2) has been satisfied) within six months of 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.

       (3)    If a court shall direct that a meeting of the holders of Ordinary
              Shares be convened pursuant to section 425 of the Companies Act
              1985 for the purposes of considering a scheme of arrangement
              involving the reconstruction of the Company or its amalgamation
              with any other company or companies:

              (a)    each Participant may exercise his Options (whether or not
                     the Normal Exercise Period has commenced and whether or not
                     any condition imposed under Rule 2(2) has been satisfied)
                     conditionally on either the scheme of arrangement being
                     approved by the shareholders' meeting or sanctioned by the
                     court (as determined by the Board in its absolute
                     discretion), between the date of the court's direction and
                     twelve noon on the day immediately preceding the date for
                     which the shareholders' meeting is convened. Any Option not
                     exercised by the end of that period shall cease to be
                     exercisable between that time and the first date on which
                     it can be determined whether or not the relevant condition
                     is satisfied. If the relevant condition is not satisfied,
                     the Options shall continue. If the relevant condition is
                     satisfied the Options shall, without prejudice to the
                     operation of Rule 9(6), lapse automatically on the date on
                     which the scheme of arrangement is sanctioned by the court;
                     and

              (b)    the Board shall endeavour to procure that where a
                     Participant has conditionally exercised his Options in
                     accordance with (a) above prior to twelve noon on the day
                     immediately preceding the date for which the shareholders'
                     meeting is initially convened the scheme of arrangement
                     shall, so far as it relates to Ordinary Shares, be extended
                     to such Participant as if each Ordinary Share in respect of
                     which the Option was conditionally exercised had been
                     allotted and issued or transferred to him by that time.

       (4)    If any person becomes bound or entitled to acquire Ordinary Shares
              in the Company under Section 428 or 429 of the Companies Act 1985,
              any Option may be exercised

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<PAGE>

              (whether or not any condition imposed by Rule 2(2) has been
              satisfied) at any time when the person remains so bound or
              entitled.

       (5)    If the Company passes a resolution for voluntary winding up, any
              Option may be exercised (whether or not any condition imposed by
              Rule 2(2) has been satisfied) within six months of the passing of
              the resolution.

       (6)    If as a result of the events specified in Rules 9(2) or 9(3) a
              company has obtained Control of the Company, or if a company has
              become bound or entitled as mentioned in Rule 9(4), the
              Participant may, by agreement with that other company ("the
              Acquiring Company"), within the appropriate period (as defined in
              paragraph 15(2) of Schedule 9 of the Taxes Act), release each
              Option (the "Old Option") for an option (the "New Option") which
              satisfies the conditions that it:

              (a)    is over shares in the Acquiring Company or some other
                     company falling within paragraph 10 (b) or (c) of Schedule
                     9 of the Taxes Act, which satisfy the conditions specified
                     in paragraphs 10 to 14 inclusive of Schedule 9 of the Taxes
                     Act; and

              (b)    is a right to acquire such number of such ordinary shares
                     as has on acquisition of the New Option an aggregate Market
                     Value equal to the aggregate Market Value of the shares
                     subject to the Old Option on its release; and

              (c)    has an Option Price per share such that the aggregate price
                     payable on exercise in full which equals the aggregate
                     price which would have been payable on exercise in full of
                     the Old Option; and

              (d)    is otherwise identical in terms to the Old Option.

              The New Option shall, for all other purposes of this Scheme, be
              treated as having been acquired at the same time as the Old Option
              and as if any condition imposed pursuant to Rule 2(2) has been
              satisfied.

              Where any New Options are granted pursuant to this clause 9(6),
              references elsewhere in these Rules shall, in relation to the New
              Options, be construed as if reference to the Company and to the
              Ordinary Shares were references to the Acquiring Company, or, as
              the case may be, to the other company to whose shares the New
              Options relate, and to the shares in that other company.

       (7)    An Option shall lapse on the expiry of any of the periods
              specified in Rules 9(3), 9(4) and 9(5) save where an Option is
              released in consideration of the grant of a New Option over shares
              in the Acquiring Company (during one of the periods specified in
              Rules 9(2) and 9(3)) pursuant to Rule 9(6). Notwithstanding the
              foregoing paragraphs of this Rule 9, no Option shall be exercised
              after the expiry of the Normal Exercise Period.

10.    ADMINISTRATION AND AMENDMENT OF THE SCHEME

       (1)    The Board may by resolution alter the Rules of the Scheme in any
              respect provided that:

              (a)    no alteration shall alter adversely the rights attaching to
                     or the terms of any Options granted prior to such
                     alteration except with the consent in writing of
                     Participants who, if they exercised their Options in full,
                     would thereby become entitled to not less than
                     three-quarters in nominal amount of all the Ordinary Shares
                     which would fall to be issued or transferred to
                     Participants upon exercise in full of all outstanding
                     Options; and

              (b)    no amendment to the advantage of Executives or Participants
                     may be made without the prior approval of the Company in
                     general meeting except in the case of an amendment which is
                     necessary or desirable to take advantage of new


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<PAGE>

                     legislative provisions and developments in the law relating
                     to option schemes or to benefit the administration of the
                     Scheme; and

              any alteration so approved shall bind all Participants whether or
              not they consented to it.

       (2)    The Board shall have power to delegate the administration of the
              Scheme to such persons (whether or not members of the Board) as it
              thinks fit but this power shall not extend to the selection of
              Executives to participate in the Scheme nor to the grant of
              Options hereunder nor to the exercise of any discretions conferred
              hereunder.

       (3)    The decision of the Board shall be final and binding in all
              matters relating to the Scheme and in particular the decision as
              to whether or not any person is eligible to participate in the
              Scheme or whether or not any Option has lapsed shall rest solely
              in the Board.

       (4)    Participants shall be entitled to receive copies of all notices,
              reports and accounts of the Company sent to Ordinary Shareholders.

       (5)    The rights and obligations of a Participant under the terms and
              conditions of his office or employment shall not be affected by
              his participation in the Scheme or any right he may have to
              participate in the Scheme. An individual who participates in the
              Scheme waives all and any rights to compensation or damages in
              consequence of the termination of his office or employment with
              any company for any reason whatsoever 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 or from the loss or diminution in value of such
              rights or entitlements. If necessary, the Participant's terms of
              employment shall be varied accordingly.

11.    PROHIBITION AGAINST ASSIGNMENT

       The rights of a Participant in respect of Options may not be assigned,
       transferred charged or otherwise alienated except to the extent necessary
       to enable Options to be exercised in accordance with Rule 5(2).

12.    SUBORDINATE SCHEMES

       (1)    The Board may adopt Subordinate Schemes, which shall form part of
              this Scheme, which shall contain regulations and provisions
              applicable to Options granted to Executives who are subject to
              taxation in any one or more specified countries or territories.

              The regulations and provisions so adopted shall form appendices to
              these Rules. These Rules shall apply to Subordinate Schemes
              subject to the said special regulations and provisions. No such
              regulation or provision shall contain any alteration to the
              advantage of Participants (present or future) as regards Rule
              1(g), 1(h), the limitation contained in Rule 4, or Rules 5 or
              10(1).

       (2)    If an Executive is granted Options both under this Scheme and
              under any one or more Subordinate Schemes, the limit in Rule 4(1)
              shall apply to the aggregate of all such Options held by him.

13.    TERMINATION

       The Board may at any time resolve not to grant further Options under the
       Scheme but without prejudice to the then subsisting rights of the
       Participants.






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<PAGE>


                            APPENDIX 1 - UK EMPLOYEES

For any Executive who the Board wishes to grant Options under an Inland Revenue
approved Scheme:-

(a)    The Rules set out as numbers 1 to 13 of the foregoing Scheme shall apply
       subject to the modifications contained in the following paragraphs of
       this Appendix 1.

(b)    Rule 1(e) shall be construed so that an Executive may become a
       Participant in this Subordinate Scheme if:-

       (i)    he is required to devote not less than 25 hours per week
              (excluding meal-breaks) to the business of the Group, and

       (ii)   he is not ineligible to participate in the Scheme by virtue of
              Paragraph 8 of Schedule 9 of the Taxes Act.

(c)    Deleted (27 July 2000)

(d)    Rule 4(1) shall be construed so that, for any one Executive no Option
       shall be granted to him under this Subordinate Scheme if the aggregate
       Market Value of Ordinary Shares which may be acquired under all
       outstanding Options granted to him under this Subordinate Scheme and any
       other Inland Revenue approved Executive Scheme established by the Company
       or any associated company of the Company, would exceed Pound
       Sterling30,000 (or such other amount as shall be specified under
       paragraph 28(1) of Schedule 9 of the Taxes Act form time to time). For
       the purpose of this paragraph (d), "associated company" has the same
       meaning as in Section 416 of the Taxes Act.

(e)    Any Option granted to an Executive under this Subordinate Scheme may not
       be exercised at any time when the Executive is ineligible to participate
       in the Subordinate Scheme by virtue of Paragraph 8 of Schedule 9 of the
       Taxes Act.

(f)    No adjustment pursuant to Rule 8 shall take effect without the prior
       approval of the Board of the Inland Revenue.

(g)    The designation given to any Option granted under this Subordinate Scheme
       shall be an Option with the suffix "A" to the number attributed to that
       Option on the certificate therefor.

(h)    In addition to its powers under Rule 10(1)(b) the Board may make such
       amendments to this Subordinate Scheme as are necessary or desirable to
       obtain or maintain Inland Revenue approval of this Subordinate Scheme.

(i)    No alteration to the Rules of the Scheme or this Subordinate Scheme shall
       have effect as regards this Subordinate Scheme unless it has been
       approved by the Board of Inland Revenue for the purposes of the Taxes
       Act.

(j)    Rule 2(5) shall not apply unless and until a member of the Group is
       obliged to account for any tax or national insurance or other social
       contributions in respect of an Option under an Inland Revenue approved
       scheme.




                                       9
<PAGE>


                            APPENDIX 2 - US EMPLOYEES


(a)    The Rules as set out in numbers 1 to 13 of the foregoing Scheme shall
       apply to Participants who are employed or remunerated in the United
       States or who are citizens of the United States ("Eligible Employees")
       with the modifications contained in the following paragraphs of this
       Appendix 2.

(b)    Options granted to Eligible Employees may be either incentive stock
       options (within the meaning of Section 422 of the United States Internal
       Revenue Code of 1986) or Options which are not incentive stock options
       ("non-qualified stock options").

(c)    Incentive stock options may be granted to any Eligible Employee. Any
       Option which is intended to be an incentive stock option shall be
       evidenced by a written document which contains such terms and conditions
       so that it qualifies as an incentive stock option.

(d)    No Option which is intended to be an incentive stock option may be
       granted under this Scheme more than ten years after:

       (i)    the date of adoption of this Scheme by the Company or,

       (ii)   the date on which this Scheme is approved by the stockholders of
              the Company, whichever is earlier.

(e)    The aggregate number of shares on which incentive stock options may be
       issued shall not exceed 23,900,000.


CFC : 946669



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