THE RULES OF THE

    ASDA SHARESAVE

    PLAN 2000






 


Cover


 


RULES OF THE ASDA

SHARESAVE PLAN 2000


CONTENTS



			Page
	1.	Definitions	1
	2.	Timing of Offers	6
	3.	Restrictions on the Grant of Options	7
	4.	Scaling Down	8
	5.	Grant of Options	8
	6.	Option Certificates	9
	7.	Rights to Exercise Options	9
	8.	Takeovers, Schemes of Arrangement and Acquisitions	11
	9.	Grant of New Options	11
	10.	Exercise of Options	12
	11.	Adjustment of Options	13
	12.	Winding Up	13
	13.	Administration	13
	14.	General	14
	15.	Alterations to the Sharesave Plan	14





 


Contents


 



RULES OF THE ASDA

SHARESAVE PLAN 2000


	1.	Definitions	
	1.1	In these Rules the following words and
    expressions shall have the meaning specified against them unless the context requires
    otherwise


  
  		"Acquiring Company"	means a company which obtains control of Wal-Mart
    in the circumstances set out in Rule 8,


  
  		"Adoption Date"	means the date of adoption of the Sharesave Plan
    by the Company at a board meeting,


  
  		"Announcement Date"	means any date on which the quarterly
    announcement of Wal-Mart’s results is made,


  
  		"Any Other Share Scheme"	means any scheme (other than the Sharesave Plan)
    established to enable employees of the Group to acquire shares in Wal-Mart,


  
  		"Appropriate Authority"	means such body or bodies as are approved by the
    Board for the provision of SAYE Contracts under the Sharesave Plan,


  
  		"Associated Company"	has the meaning set out in section 187(2) of the
    Act,
		"Auditors"	means the auditors for the time being of the
    Company or if there are joint auditors, such one as the Board shall select (in each case
    acting as experts and not as arbitrators),
		"Board"	means the Board of Directors for the time being
    of the Company present at a duly convened meeting of the Directors, or an appropriate
    committee thereof, at which a quorum is present,
		"Bonus Date"	means, in relation to any repayment under an SAYE
    Contract, the date on which the Three Year Bonus or the Five Year Bonus (as the case may
    be) is payable and the "relevant Bonus Date" shall be construed accordingly,
		"Business Day"	means a day on which the New York Stock Exchange
    is open for business,
		"Company"	means ASDA Group Limited (Number 1396513),
	

    Page 1 

		"Control"	has the meaning set out in section 840 of the
    Act,
		"Date of Grant"	means, in relation to the commencement of any
    SAYE Contract, the date (specified pursuant to Rule 5.1) on which an Option is granted to
    an Eligible Employee,
		"Director"	means a Director of any member of the Group,
		"Eligible Employee"	means any Employee of a Participating Company who
    at the Date of Grant
			(a)    (i) 

            (ii)

    

    

    (b)
	is chargeable to tax under case 1 of Schedule E in respect of
    that employment, andhas been an Employee for a continuous period of at least six months
    or such longer period not exceeding five years as the Board may specify ending on or
    before the Date of Grant, or

    is any other Employee of a Participating Company who is nominated by the Board in its
    discretion to participate in the Scheme,



  
  			and in both cases participation in the
    Sharesave Plan shall not be permitted by any Employee who is excluded from participation
    by paragraph 8 of Schedule 9 of the Taxes Act,
		"Employee"	means an employee (including a full-time Director
    holding salaried employment or office who normally devotes to his duties 25 hours or more
    a week) of any member of the Group,
		"Equity Share Capital"	has the meaning set out in section 744 of the
    Companies Act 1985,
		"Exercise Notice"	means the notice by which an Option is exercised
    in accordance with Rule 10.1,
		"Five Year Bonus"	means, in relation to an SAYE Contract, the bonus
    payable on the fifth anniversary of the starting date of the SAYE Contract (subject to any
    postponement in accordance with the provisions of the SAYE Contract),
	

    Page 2 

		"Group"	means the Company and its Subsidiaries for the
    time being or, where the context so requires, any one or more of them,
		"Inland Revenue"	means the Board of Inland Revenue,
		"Issue or Reorganisation"	means, in relation to Wal-Mart, the issue of
    shares by way of capitalisation of profits or reserves or by way of rights issue,
    sub-division, consolidation of shares or reduction of share capital,
		"Market Value"	has the meaning set out in section 187 of the
    Act,
		"Maximum Monthly 

    Savings Contribution	means the maximum permitted aggregate monthly
    savings contribution, as specified in paragraph 24 of Schedule 9 of the Taxes Act
    (currently 250 Pounds Sterling a month) or, if less, such sum (being a multiple of 1
    Pounds Sterling and not less than 5 Pounds Sterling) as the Board decides shall apply to
    every Eligible Employee in respect of any SAYE Contract entered into pursuant to an Offer,
		"Minimum Monthly

    Savings Contribution"	means the minimum permitted monthly savings
    contribution, as specified in paragraph 24 of Schedule 9 of the Taxes Act (currently 5
    Pounds Sterling a month), or such other sum as the Board decides in accordance with that
    paragraph in respect of any SAYE Contract entered into pursuant to an Offer,
		"Model Code"	means the Model Code for Securities Transactions
    by Directors of Listed Companies,
		"New Company"	means a company being either the Acquiring
    Company or some other company falling within paragraphs 10(b) or (c) of Schedule 9 of the
    Taxes Act,
		"New Option"	means an option granted over New Shares under
    Rule 9,
		"New Shares"	means shares in the New Company in respect of
    which New Options are granted by the New Company under Rule 9 and which comply with
    paragraphs 10 to 14 of Schedule 9 of the Taxes Act,
		"New York Stock Exchange"	means the New York Stock Exchange Inc.,
		"Offer"	means an invitation to apply for an Option,
	

    Page 3 

		"Offer Date"	means the date on which an Offer is made to an
    Eligible Employee in accordance with Rule 2.1,
		"Offer Period"	means the period commencing on the 5th day and
    ending on the 28th day after an Announcement Date or such period in the event of
    exceptional circumstances as the Board may determine,
		"Old Option"	means an Option released in exchange for a New
    Option under Rule 9,
		"Option"	means a right to acquire (by purchase or
    subscription) Shares granted to an Eligible Employee in pursuance of the Sharesave Plan
    and for the time being subsisting or, where the context so requires, a right so to be
    granted,
		"Option Holder"	means a person holding an Option,
		"Option Period"	means the period of 6 months after the relevant
    Bonus Date,
		"Option Price"	means, in relation to an Option, a price per
    Share determined by the Board being not less than the higher of -
			(i)

    

    (ii)	the nominal value of a Share, and

    

    the average middle market quotation, on the New York Stock Exchange as published in the
    Wall Street Journal, for the 3 dealing days immediately preceding the Business Day before
    the Offer Date, or, if the Board so determines, a price no lower than 80 per cent of such
    middle market value,
		"Participating Company"	means any member of the Group nominated by the
    Board to participate in the Sharesave Plan in accordance with Rule 2.7,
	

    Page 4 

		"person"	means, for the purposes of Rule 8, any person
    together with any person connected with him (as defined in section 839 of the Act) and any
    person acting in connection with him (which expression has the meaning set out in the City
    Code on Takeovers and Mergers as in force and applicable at the relevant time), and a
    company shall be deemed to be acting in concert with any persons who, together with their
    connected persons, own or control more than 20 per cent of the issued Equity Share Capital
    of that company,
		"Receipt Date"	means the date on which an Exercise Notice for an
    Option is received under Rule 10.3,
		"Redundancy"	has the meaning set out in the Employment Rights
    Act 1996,
		"Release Date"	means the date upon which an Old Option is
    released under Rule 9-1,
		"Retirement"	means reaching the Specified Age or reaching any
    other age at which the relevant Option Holder is bound to retire in accordance with the
    terms of his contract of employment,
		"SAYE Contract"	means a contract under the SAYE Scheme
    established by these Rules,
		"SAYE Scheme"	means a certified contractual savings related
    share option scheme within the meaning of section 326 of the Act which has been approved
    by the Inland Revenue for the purposes of Schedule 9 of the Taxes Act,
		"Shares"	means fully paid shares of $0.10 par value in the
    common stock of Wal-Mart for the time being which comply with paragraph 10 to 14 of
    Schedule 9 of the Taxes Act,
		"Sharesave Plan"	means the ASDA Sharesave Plan 2000 established by
    these Rules in its present form or as from time to time amended in accordance with these
    Rules,
		"Specified Age"	means the age of 63 years,
		"Starting Date"	means, in relation to an SAYE Contract, the date
    on which the first monthly savings contribution is received by the Appropriate Authority,
	

    Page 5 

		"Subsidiary"	means any company which is for the time being
    under the Control of the Company and which is also a Subsidiary of the Company within the
    meaning of section 736 of the Companies Act 1985, and
		"Taxes Act"	means the Income and Corporation Taxes Act 1988,
		"Three Year Bonus"	means, in relation to an SAYE Contract, the bonus
    payable on the third anniversary of the starting date of the SAYE Contract (subject to any
    postponement in accordance with the provisions of the SAYE Contract),
		"Wal-Mart"	means Wal-Mart Stores Inc., registered in
    Delaware, USA



 


	1.2	References to any statute or statutory provision
    shall include any subordinate legislation made under it, any provision which it has
    superseded or re-enacted (whether with or without modification), any provision superseding
    or re-enacting it (whether with or without modification).
	1.3	Unless the context requires otherwise, references
    to the singular only shall include the plural and vice versa, references to the masculine
    gender shall include the feminine and vice versa and references to actual persons shall
    include corporations.
	1.4	References to Rules are to rules of the Scheme.
	1.5	The headings of these Rules shall not affect
    their construction or interpretation.
	2.	Timing of Offers
	2.1	Subject to Rules 2.2, 2.3 and 3, the Board may
    make an Offer to an Eligible Employee to participate in the Sharesave Plan within 21 days
    after any of -
		(A)    	the Adoption Date, and
		(B)   	receipt of notification of approval of the
    Sharesave Plan by the Inland Revenue;
		and, thereafter, within an Offer Period.
	2.2	if under any statute or applicable
    directors’ dealing code or any similar provisions the Board is prevented from making
    an Offer within any Offer Period the Board may make such Offer within the period of 21
    days, or such longer period as the Board considers appropriate, after such provisions
    cease to apply.
	2.3	Invitations under Rule 2.1 shall be issued on no
    more than two dates in each calendar year and shall be issued to all Eligible Employees at
    that date.
	

    Page 6 

	2.4	Each Offer shall be in writing and shall specify
    -
		(A)    	the Option Price of the Shares subject to the
    Option,
		(B) 	the Maximum Monthly Savings Contribution,
		(C)	the Minimum Monthly Savings Contribution, and
		(D) 	the date (which is between 14 and 21 days after
    the Offer Date) by which an application for an Option must be made by the Eligible
    Employee and on which the offer shall lapse.
	2.5	Each Offer shall be accompanied by an SAYE
    Contract proposal form and an application form for the grant of an Option, requiring the
    Eligible Employee to state -
		(A)    	the maximum amount which the Eligible Employee
    wishes to save each month under the SAYE Contract,
		(B) 	that such monthly savings contribution, when
    added to the Eligible Employee’s monthly savings contribution at that time under any
    other SAYE Scheme will not exceed the Maximum Monthly Savings Contribution,
		(C)	whether the SAYE Contract is to include the Five
    Year Bonus or the Three Year Bonus (unless the Board shall have decided that only the
    Three Year Bonus shall be available in respect of that Offer), and
		(D) 	that the Board has authority to enter on the SAYE
    Contract proposal form such monthly savings contribution, not exceeding the maximum stated
    pursuant to Rule 2.5(A), as may be determined under Rule 4.
	2.6	Each application pursuant to Rule 2.5 shall be
    deemed to be an application for the maximum whole number of Shares for which the aggregate
    Option Price would as nearly as possible equal (but not exceed) the total repayment due to
    the Option Holder at the relevant Bonus Date under the SAYE Contract.
	2.7	The Board may from time to time nominate any
    member of the Group which it intends to participate in the Sharesave Plan (a
    "Participating Company").
	3.	Restrictions on
    the Grant of Options
	3.1	No option shall be offered if as a result of its
    grant (subject to any adjustment made in accordance with Rule 11.1) the aggregate of -
		(A)    	the number of shares of common stock which
    Wal-Mart may be called upon to issue under the Sharesave Plan, and
		(B) 	the number of shares of common stock already so
    issued, would exceed the aggregate limit, if any, determined by the Board from time to
    time.
	

    Page 7 

	3.2	The Board may, before making an Offer, determine
    the maximum number of Shares which are to be made available in respect of the grant of
    Options pursuant to that Offer.
	3.3	Any payment made by an Option Holder under an
    SAYE Contract shall be not less than the Minimum Monthly Savings Contribution or more than
    the Maximum Monthly Savings Contribution.
	4.	Scaling Down
	4.1	If the Board receives valid applications for
    Options over a number of Shares which would result in the limits set out in Rule 3.1 or
    determined by the Board under Rule 3.2 to be exceeded the following steps shall be carried
    out successively to the extent necessary to eliminate the excess over the limits -
		(A)    	the excess over 5 Pounds Sterling (or such other
    Minimum Monthly Savings Contribution as is specified in the Offer) of the monthly savings
    contribution specified in each application shall be reduced pro rata,
		(B) 	each election for a Five Year Bonus shall be
    deemed to be an election for a Three Year Bonus,
		(C)	each election for a Five Year Bonus or a Three
    Year Bonus shall be deemed to be an election for no bonus.
	4.2	The amount of the reduced monthly savings
    contribution determined in accordance with Rule 4.1 shall not be lower than the Minimum
    Monthly Savings Contribution.
	5.	Grant of Options
	5.1	Subject to Rules 5.2 and 5.5, the Board shall
    grant or procure the grant of Options in respect of the applications made under Rule 2.5
    no later than a date (the "Date of Grant") 30 days (or, if Rule 4.1 applies, 42
    days) after the earliest date with reference to which the Option Price was determined.
	5.2	No Option shall be granted to any person who is
    not at the Date of Grant an Eligible Employee.
	5.3	Payments under an SAYE Contract shall be made by
    arrangement with the Participating Company of which the Option Holder is an Employee and
    such payments shall be passed forthwith to the Appropriate Authority.
	5.4	Subject to the rights of the personal
    representatives of an Option Holder under Rule 7.2 after the Option Holder’s death,
    each grant of an Option shall be personal to the Eligible Employee to whom it is made and
    will not be transferable or assignable. An Option shall not be charged, pledged or
    otherwise encumbered. Any breach or attempted or purported breach of the provisions of
    this Rule 5.4 shall render the relevant Option void and, unless the Board determines
    otherwise, an Option shall lapse upon the bankruptcy of the Option Holder.
	

    Page 8 

	5.5	No Option may be granted later than 10 years
    after the Adoption Date.
	6.	Option Certificates
		The company shall in due course issue in respect
    of each Option granted an option certificate evidencing the Option. Option certificates
    shall be in such form as the Board may from time to time determine.
	7.	Rights to Exercise Options
	7.1	Subject to the provisions of this Rule 7 an
    Option may be exercised in accordance with the procedure set out in Rule 10 by the Option
    Holder (or in the circumstances set out in Rule 7.1(B), his legal personal
    representatives) at any time following the earliest of the following events
		(A)    	the relevant Bonus Date,
		(B) 	the death of the Option Holder,
		(C)	the Option Holder ceasing to be an Employee by
    reason of his Retirement, injury, disability or Redundancy,
		(D) 	the Option Holder ceasing to be an Employee more
    than 3 years after the Date of Grant other than by reason of his Retirement, injury,
    disability or Redundancy or by reason of gross misconduct,
		(E)	the Participating Company or the business or part
    of the business of the Participating Company by which the Option Holder is employed
    ceasing to be in the control of the Company, any Subsidiary or any Associated Company,
		(F) 	the occurrence of any of the circumstances set
    out in Rules 8 and 12, and in each case before the earliest of the events set out in Rule
    7.2.
	7.2	Subject to Rule 7.3 and Rule 7.5 an Option shall
    lapse immediately on the earliest of the following events -
		(A)    	save where Rule 7.2(B) applies, the expiry of the
    Option Period,
		(B) 	the first anniversary of the date of the Option
    Holder’s death or, where the death occurred during the Option Period, the first
    anniversary of the relevant Bonus Date,
		(C)	save where Rule 7.2(E) or (F) applies, the Option
    Holder ceasing to be an Employee otherwise than by reason of his death, Retirement,
    injury, disability or Redundancy,
		(D) 	6 months after the date on which the Option
    Holder ceased to be an Employee by reason of his Retirement, injury, disability or
    Redundancy,
	

    Page 9 

		(E)	6 months after the date on which the Option
    Holder ceased to be an Employee other than by reason of his Retirement, injury, disability
    or Redundancy or by reason of gross misconduct where he so ceased more than 3 years after
    the Date of Grant and immediately on the date of cessation of employment where he so
    ceased by reason of gross misconduct,
		(F) 	6 months after the Participating Company or the
    business or part of the business of the Participating Company by which the Option Holder
    is employed ceased to be in the Control of the Company or any Subsidiary or any Associated
    Company,
		(G) 	the occurrence of either of the events set out in
    Rule 7.8,
		(H)	the Option Holder being adjudicated bankrupt, and
		(I) 	unless its release has been effected under Rule
    9, the day immediately following the date of expiry of the six month period referred to in
    Rule 8.
	7.3	If before the relevant Bonus Date the Option
    Holder reaches the Specified Age but continues to be employed by the Group, the Option may
    be exercised within the period of 6 months after such event. Thereafter, to the extent
    unexercised, the Option may only be exercised after the earliest of the events set out in
    Rule 7.1.
	7.4	An Option Holder who decides not to exercise an
    Option in accordance with these Rules may withdraw the aggregate amount accumulated under
    the relevant SAYE Contract.
	7.5	For the purpose of the Rules, an Option Holder
    shall not be treated as ceasing to be an Employee until he ceases to hold any office or
    employment with the Company, any Subsidiary or any Associated Company. Therefore, if at
    the Bonus Date an Option Holder holds an office or employment in a company which is not a
    participating Company but which is an Associated Company or a Subsidiary then his option
    may be exercised within six months of the Bonus Date.
	7.6	An Option Holder (or his personal
    representatives) may only exercise any Option to the extent that the aggregate Option
    Price paid for the Shares on such exercise will not exceed the aggregate amount (including
    any interest and/or the relevant bonus) of his savings under the SAYE Contract at the
    relevant date.
	7.7	No Option may be exercised by an Option Holder
    (or his personal representatives) if the Option Holder is (or immediately before his death
    was) excluded from participation in the Sharesave Plan by virtue of paragraph 8 of
    Schedule 9 of the Taxes Act.
	7.8	An option shall lapse in the event that the
    Option Holder -
		(A)    	ceases to make monthly savings contributions
    under the relevant SAYE contract or under the terms of the SAYE Contract is deemed to have
    given notice of his intention to cease to make monthly savings contributions under the
    relevant SAYE Contract, or
	

    Page 10 

		(B) 	requests repayment of his monthly savings
    contributions from the relevant SAYE Contract from the Appropriate Authority.
	7.9	Subject to Rule 7.5, if at any time an Option
    Holder ceases to be an Employee, otherwise than as mentioned in Rules 7.1, 7.2 and 7.3 any
    Option which he holds shall lapse and cease to be exercisable upon such cessation.
	8.	Take-overs or a disposal of the Company
		Subject to the Option not having lapsed under
    Rule 7.2, the Option may be exercised during the period of 6 calendar months following
			(i)	the acquisition of Control of Wal-Mart by a
    person pursuant to a general offer
				(a)	to acquire the whole of the issued shares of Wal-Mart not
    already owned or agreed to be acquired by that person, such offer having been conditional
    upon that person obtaining Control of the Wal-Mart, or
				(b)	to acquire all the Shares; or
			(ii)	the sale of more than half of the issued share
    capital of the Company or the undertaking of the business of the Company to any company
    which is not an Associated Company of Wal--Mart.
	9.	Grant of New Options
	9.1	If an Acquiring Company obtains Control of
    Wal-Mart or acquires the shares or business of the Company in the circumstances set out in
    Rule 8 the Option Holder may at any time within the six month period referred to in Rule 8
    by agreement with the Acquiring Company release any unexercised Option ("Old
    Option") then held by him in consideration for the grant to him of a New Option.
	9.2	A New Option shall be -
		(A)    	for such a number of New Shares as shall have the
    same total Market Value immediately after the Release Date as the total Market Value of
    the Shares which were the subject of the Old Option immediately before the Release Date,
		(B) 	exercisable in the same manner as the Old Option,
		(C)	deemed to have been granted on the Date of Grant
    of the corresponding Old Option, and
		(D) 	subject to the provisions of the Sharesave Plan
    as it had effect immediately before the Release Date but so that (save and except for
    Rules 2, 3, 4, 5, 6, 14.2 and 15) references to the "Company" and
    "Wal-Mart" shall be construed as references to the "New Company" and
    references to "Options" shall be construed as references to "New
    Options".
	

    Page 11 

	9.3	The total amount payable by an Option Holder upon
    the exercise of the New Option shall be equal to the total amount that would have been
    payable by him upon the exercise of the Old Option.
	10.	Exercise of Options
	10.1	In order to exercise an Option in whole or in
    part the Option Holder (or his legal personal representatives) must deliver to the Company
    Secretary (or the person appointed by the Board for the purpose) -
		(A)    	a written notice ("Exercise Notice")
    specifying the number of Shares in respect of which the Option is being exercised,
		(B) 	payment in full of the Option Price for each of
    those Shares, and
		(C)	the option certificate (although failure to lodge
    the option certificate will not invalidate the exercise of the Option).
	10.2	An Option may be exercised in whole or in part
    provided that partial exercise shall be of not less than 10 per cent of the Shares
    comprised in the Option.
	10.3	The date the Exercise Notice is received in
    accordance with Rule 10.1 shall constitute for all purposes the Receipt Date of such
    Option. The Company will ensure that the Option is exercised within 30 Business Days of
    the Receipt Date.
	10.4	The Company will keep stocks of a suitable form
    of Exercise Notice available so that Option Holders wishing to exercise may obtain copies
    thereof from the Company Secretary.
	10.5	If the Option becomes exercisable before the
    relevant Bonus Date it shall be exercisable over not more than the number of Shares the
    aggregate Option price of which is as nearly as possible equal to but not more than the
    total repayment due on the Exercise Date and the Option shall not be exercisable over any
    Shares in excess of that number.
	10.6	All allotments and issues or transfers of Shares
    (as the case may be) will be made within 30 Business Days of the Exercise Date and will be
    subject to all (if any) necessary consents of any governmental or other authorities under
    enactments or regulations for the time being in force. It shall be the responsibility of
    the Option Holder to comply with any requirements to be fulfilled in order to obtain or
    obviate the necessity for any such consent. A share certificate or such other form of
    acknowledgement of shareholding as is then prescribed in respect of such Shares so issued
    or transferred shall be sent to the person exercising the Option at his risk.
	10.7	If under the terms of an announcement made by
    Wal-Mart a dividend is to be or is proposed to be paid to the holders of Shares, the
    Shares to be issued on the exercise of an Option after the date of such announcement will
    not rank for such dividend and the Shares to be transferred on the exercise of an Option
    after the date of such announcement will be transferred without the right to receive any
    such dividend and any such right to that dividend will be retained by the transferor.
    Subject as aforesaid the Shares so to be issued shall be identical and rank pari passu in
    all respects with the fully paid registered Shares in issue on the Exercise Date.
	

    Page 12 

	10.8	Where the Shares are listed on the New York Stock
    Exchange or any other market or recognised investment exchange as defined in section 207
    of the Financial Services Act 1986, the Board shall as soon as practicable apply to the
    New York Stock Exchange for admission of such Shares to the New York Stock Exchange or
    such other market or recognised investment exchange (as appropriate).
	11.	Adjustment of Options
	11.1	Upon the occurrence of an Issue or Reorganisation
    the restriction on the number of Shares available for the offer of Options set out in Rule
    3.1(A) and the number or nominal amount of Shares comprised in each Option and the Option
    Price may be adjusted in such manner as the Board may determine with the prior approval of
    the Inland Revenue and (other than in the event of a capitalisation issue) with the
    written confirmation of the Auditors that in their opinion the adjustments are fair and
    reasonable.
	11.2	Notice of any such adjustment shall be given to
    the Option Holder by the Board, which may call in option certificates for endorsement or
    replacement.
	12.	Winding Up
	12.1	Subject to the Option not having lapsed under
    Rule 7.2, if the Company convenes a general meeting for the purpose of considering a
    resolution for voluntary winding up, the Board shall notify Option Holders of the date of
    such meeting and Options may be exercised within 28 days of the passing of the resolution.
    To the extent unexercised, Options shall lapse upon the passing of the resolution. In the
    event that the resolution is not passed, any purported exercise of Options shall be
    invalid.
	13.	Administration
	13.1	Any notice or other document required to be given
    under the Sharesave Plan to any Option Holder shall be in writing and be delivered to him
    by hand (including through the Company’s internal delivery system) or sent by
    pre-paid post to him at his home address according to the records of the company by which
    he is employed or at such other address as may appear to the Company to be appropriate.
    Notices sent by post shall be deemed to have been given on the date of posting.
	13.2	The Board shall have power from time to time to
    make or vary regulations for the administration and operation of the Sharesave Plan
    provided that the same are not inconsistent with the Rules of the Sharesave Plan.
	

    Page 13 

	14.	General
	14.1	The decision of the Board in any dispute or
    question concerning the construction or effect of the Sharesave Plan or any other question
    in connection with the Sharesave Plan (including the calculation of the Option Price in
    any particular case and the effect of an Issue or reorganisation) shall be conclusive
    subject to the concurrence of the Auditors whenever required under the provisions of the
    Sharesave plan.
	14.2	The Company or the Board may at any time resolve
    to suspend or terminate the Sharesave Plan, in which event no further Options shall be
    granted but the Sharesave Plan shall continue in full force and effect in relation to
    Options and New Options then subsisting.
	14.3	Participation in the Sharesave Plan by an
    Eligible Employee is a matter entirely separate from any pension right or entitlement
    pursuant to his terms and conditions of employment. In no circumstances shall an Option
    Holder ceasing to be employed by the Group be entitled to claim as against any member of
    the Group any compensation for, or in respect of, any consequent diminution or extinction
    of his rights or benefits (actual or prospective) under any Options then held by him or
    otherwise in connection with the Sharesave Plan.
	14.4	The Board shall procure that at all times there
    are available a sufficient number of authorised and unissued Shares and/or ensure that it
    has made arrangements to procure the transfer of sufficient issued Shares to meet the
    subsisting rights of Option Holders under the Sharesave Plan.
	14.5	The Sharesave Plan shall be governed by English
    law.
	15.	Alterations to the Sharesave Plan
	15.1	The Board may at any time resolve to alter the
    Sharesave Plan in any manner subject to the following provisions of this Rule 15.
	15.2	The Board may make such alterations to the
    Sharesave Plan as it may consider necessary to secure the continuing approval of the
    Sharesave Plan by the Inland Revenue in accordance with the Act (including alteration to
    the Specified Age).
	15.3	After the Inland Revenue has approved the
    Sharesave Plan -
		(A)    	no alteration shall take effect until approved by
    the inland Revenue, and
		(B) 	no alteration shall be effective to abrogate or
    alter adversely any of the subsisting rights of the Option Holders except with such
    consent or sanction on the part of the Option Holders as would be required under the
    provisions of the Company’s Articles of Association if the Shares the subject of the
    Options constituted a single class of shares.
	

    Page 14