<PAGE>

                                                                     EXHIBIT 4.3
                                                                     -----------

                                   ENODIS PLC
                          EMPLOYEE STOCK PURCHASE PLAN

1.    PURPOSE.

      The purpose of this Plan is to provide an opportunity for Employees of
Designated Subsidiaries of ENODIS PLC (the "Corporation") to purchase American
Depositary Shares, each representing ordinary shares of the Corporation, and
thereby to have an additional incentive to contribute to the prosperity of the
Corporation. It is the intention of the Corporation that the Plan qualify as an
"Employee Stock Purchase Plan" under Section 423 of the Internal Revenue Code of
1986, as amended.

2.    DEFINITIONS.

      As used in this Plan, the following terms have the following meanings.

      (a) "ADSs" shall mean American Depositary Shares, each of which represents
four Ordinary Shares deposited with the Depositary or such other number of
Ordinary Shares or other securities of the Corporation as may be represented by
such ADSs from time to time. The ADSs are evidenced by American depositary
receipts.

      (b) "BOARD" shall mean the Board of Directors of the Corporation.

      (c) "CHANGE OF CONTROL" shall mean a change in the ownership or effective
control of a corporation, or in the ownership of a substantial portion of the
assets of a corporation, in each case within the meaning of Code Section 280G.

      (d) "CODE" shall mean the Internal Revenue Code of 1986, of the United
States of America, as amended. Any reference to a section of the Code herein
shall be a reference to any successor or amended section of the Code.

      (e) "COMMITTEE" shall mean a committee of at least three persons appointed
by the Board.

      (f) "COMPENSATION" shall mean wages, as defined in Code Section 3401(a),
determined without regard to any rules that limit compensation included in wages
based on the nature or location of the employment or services performed, and all
other payments made for such period for services as an Employee for which the
Designated Subsidiary is required to furnish the Participant a written statement
under Code Sections 6041(d), 6051(a)(3) and 6052 (commonly referred to as W-2
earnings), but excluding reimbursements or other expense allowances, fringe
benefits, moving expenses, deferred compensation, and welfare benefits. In
addition to the foregoing, Compensation includes any amount that would have been
included in the foregoing description, but for the Participant's election to
defer payment of such amount under Code Section 125, 402(e)(3), 402(h)(1)(B),
403(b) or 457(b) and certain contributions described in Code Section 414(h)(2)
that are picked up by the employing unit and treated as employer contributions.
The Committee shall have the authority to determine and approve all forms of pay
to be included in the definition of Compensation and may change the definition
on a prospective basis.

      (g) "CORPORATION" shall mean Enodis plc, a public limited company
organized under the laws of England and Wales and registered as Company No.
109849 with The Registrar of Companies for England and Wales.
<PAGE>

      (h) "DEPOSITARY" shall mean The Bank of New York, as depositary pursuant
to the Deposit Agreement among the Depositary, the Corporation and all owners
and beneficial owners from time to time of American depositary receipts issued
thereunder.

      (i) "DESIGNATED PERCENTAGE" shall have the meaning set forth in Section
7.3.

      (j) "DESIGNATED PERIOD" shall mean, with respect to a Participant's ADSs
purchased during an Offering Period, a period of time beginning on the January 1
or July 1 following the Offering Period and ending upon the earlier of (i) two
years after the Entry Date of that Offering Period; (ii) the termination of the
participant's employment; (iii) the occurrence of a Hardship; or (iv) subject to
the approval of the Board, the occurrence of a Change of Control of either the
Designated Subsidiary employing the Participant or of the Corporation.

      (k) "DESIGNATED SUBSIDIARY" shall mean a Subsidiary organized under the
laws of any state or territory of the United States or Canada or any province
thereof which is controlled, directly or indirectly, by the Corporation. Control
for these purposes shall mean possession of more than fifty percent of the
voting control or the capital of the entity.

      (l) "EMPLOYEE" shall mean an individual classified as an employee (within
the meaning of Code Section 3401(c) and the regulations thereunder) by a
Designated Subsidiary on such Designated Subsidiary's payroll records during the
relevant participation period.

      (m) "ENTRY DATE" shall mean the first day of an Offering Period.

      (n) "FAIR MARKET VALUE" shall mean, with respect to ADSs, the closing sale
price for such ADSs on the New York Stock Exchange on the date that such value
is determined, if that date is a Trading Day, or if that date is not a Trading
Day, or if no sales were reported on that date, the closing sale price on the
last Trading Day prior thereto on which a sale was made, as reported in The Wall
Street Journal or such other source as the Committee deems reliable.

      (o) "HARDSHIP" shall mean a request by the Participant of distribution of
ADSs held pursuant to Section 9 and/or Participant funds deducted with respect
to an Offering Period by reason of an immediate and heavy financial need of the
Participant on account of:

                (i) expenses previously incurred by or necessary to obtain for
                    the Participant, the Participant's spouse, or any dependent
                    of the Participant (as defined in Section 152 of the Code)
                    medical care described in Section 213(d) of the Code;

               (ii) costs directly related to the purchase (excluding mortgage
                    payments) of a principal residence for the Participant;

              (iii) payment of tuition, related educational fees, and room and
                    board expenses for the next 12 months of post-secondary
                    education for the Participant, the Participant's spouse, or
                    any dependent of the Participant; or

               (iv) the need to prevent the eviction of the Participant from his
                    or her principal residence or foreclosure on the mortgage of
                    the Participant's principal residence.

An immediate and heavy financial need of a Participant shall be deemed to occur
only if the Participant satisfies all of the following requirements:


                                       -2-
<PAGE>

                (i) The withdrawal is not in excess of the amount of the
                    immediate and heavy financial need of the Participant.

               (ii) The Participant has obtained all distributions, other than
                    hardship distributions, and all non-taxable loans currently
                    available under all plans maintained by any Designated
                    Subsidiary.

          (p) "OFFERING PERIOD" shall mean the period defined in Section 4.

          (q) "ORDINARY SHARES" shall mean the ordinary shares, nominal value 50
     pence each, of the Corporation.

          (r) "PARTICIPANT" shall mean a participant in the Plan as described in
     Section 5.

          (s) "PLAN" shall mean this Employee Stock Purchase Plan.

          (t) "PURCHASE DATE" shall mean the last day of the Offering Period.

          (u) "PURCHASE PRICE" shall have the meaning set forth in Section 7.3.

          (v) "SUBSIDIARY" shall mean any corporation (other than the
     Corporation), limited liability company or other business entity in an
     unbroken chain of corporations, limited liability companies or other
     business entities or a combination thereof beginning with the Corporation,
     as described in Code Section 424(f) and which is a subsidiary of the
     Corporation within the meaning of Section 736 of the U.K. Companies Act
     1985.

          (w) "TRADING DAY" shall mean a day on which The New York Stock
     Exchange is open for trading.

3.        ELIGIBILITY.

         Any Employee (including an Employee who is also a director) regularly
employed on a full-time or part-time (but not less than 20 hours per week on a
regular schedule) basis by any Designated Subsidiary on an Entry Date shall be
eligible to participate in the Plan with respect to the Offering Period
commencing on such Entry Date; provided that the Board may establish
administrative rules requiring that employment commence some minimum period
(e.g., one pay period) prior to an Entry Date to be eligible to participate with
respect to the Offering Period beginning on that Entry Date. No Employee may
participate in the Plan if immediately after an option is granted the Employee
owns or is considered to own (within the meaning of Code Section 424(d))
securities, including Ordinary Shares which the Employee may purchase under
outstanding options granted by the Corporation, conferring five percent (5%) or
more of the total combined voting power or value of all classes of stock of the
Corporation or of any of its Subsidiaries. All Employees who participate in the
Plan shall have the same rights and privileges under the Plan, except for
differences that may be mandated by local law and that are consistent with
Section 7.2. The Board may impose restrictions on eligibility and participation
of Employees to facilitate compliance with United States federal or state
securities laws, Canadian federal or provincial securities laws or other foreign
laws.

4.        OFFERING PERIODS.

         The Plan shall be implemented by Offering Periods each commencing on
January 1 or July 1, in each case continuing for six months thereafter until the
last Trading Day on or before June 30 or December 31, respectively, or until the
Plan is terminated pursuant to Section 13 hereof; provided, however, that the
first


                                       -3-
<PAGE>

Offering Period shall commence on the later of (i) January 1, 2001; (ii) the
effective date of such securities registration(s) covering the ADSs that may be
issued under the Plan as are recommended by counsel to the Corporation; and
(iii) the distribution of such materials as are determined by the Committee to
the Employees eligible to participate in the Plan describing the terms and
conditions of the Plan. The Entry Date of the first Offering Period shall be
confirmed by the Board. The first Offering Period shall end on June 30, 2001.
The Board may determine to suspend one or more Offering Periods and to make no
sales under the Plan until the Board determines to begin a new Offering Period.
The Board may also change the duration of future Offering Periods (including the
commencement dates thereof); provided that an Offering Period may not exceed 12
months in duration.

5.        PARTICIPATION.

          5.1   An Employee who is eligible to participate in the Plan in
accordance with Section 3 may become a Participant by completing and submitting,
prior to any Entry Date as prescribed by the Committee, a completed payroll
deduction authorization and Plan enrollment form provided by the Corporation or
by following an electronic or other enrollment process as prescribed by the
Committee. The Employee's participation shall continue during successive
offering periods until the Employee terminates his or her participation. The
Employee shall determine (and prior to each Offering Period as prescribed by the
Committee may change) his or her level of payroll deductions at a fixed amount
or at the rate of any whole percentage of the Employee's Compensation, not to
exceed fifteen percent (15%) of the Employee's Compensation, but in either case
not to exceed the limitation specified in Section 7.2. All payroll deductions
may be held by the Corporation and commingled with its other corporate funds
where administratively appropriate. The Corporation shall maintain a separate
bookkeeping account for each Participant under the Plan and the amount of each
Participant's payroll deductions shall be credited to such account. A
Participant may not make any additional payments into such account.

          5.2   A Participant may withdraw all, but not less than all, of the
funds in his or her account at any time and may terminate further deductions
during an Offering Period; provided that the Committee may establish
administrative rules requiring that notice of such withdrawal or termination
must be received by his or her employer some minimum period (e.g., one pay
period) prior to a Purchase Date. During an Offering Period, a Participant may
not increase or decrease his or her amount or rate of payroll deductions.

6.        TERMINATION OF EMPLOYMENT.

          In the event any Participant terminates employment with all of the
Designated Subsidiaries for any reason (including death) prior to the expiration
of an Offering Period, the Participant's participation in the Plan shall
terminate and all amounts credited to the Participant's account shall be paid to
the Participant or, in the case of death, to the Participant's estate or
designated beneficiary. Whether a termination of employment has occurred shall
be determined by the Committee. The Committee may also establish rules regarding
when leaves of absence or changes of employment status will be considered to be
a termination of employment, including rules regarding transfer of employment
among Designated Subsidiaries and the Corporation. The Committee may establish
termination of employment procedures for this Plan that are independent of
similar rules established under other benefit plans of the Corporation and its
Subsidiaries.

7.        OFFERING.


          7.1   (a) Subject to adjustment as set forth in Section 10, the
maximum number of ADSs which may be issued or transferred pursuant to Section 8
shall be 3,000,000. Notwithstanding the foregoing, but subject to adjustment as
set forth in Section 10, the maximum number of Ordinary Shares represented by
ADSs issued or transferred pursuant to Section 8 shall not exceed 12,000,000.
The Board may determine that during any particular Offering Period(s) no more
than a portion of these ADSs may be sold. If, on a


                                       -4-
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given Purchase Date, the number of ADSs with respect to which options are to be
exercised exceeds the number of ADSs designated by the Board for that Offering
Period or remaining then available under the Plan, the Committee shall make a
pro rata reduction of the number of ADSs to be purchased or transferred under
Section 8 in as uniform a manner as shall be practicable and as it shall
determine to be equitable.

                (b) No option to purchase ADSs may be granted under the Plan if,
as a result of such grant, the total number of Ordinary Shares issued or
issuable under options or other rights granted within the preceding ten years
under the Plan and all other employee share schemes established by the
Corporation would exceed 10% of the ordinary share capital outstanding at the
time of grant.

          7.2   Subject to Section 7.1, each eligible Employee who has elected
to participate during an Offering Period, as provided in Section 5.1, shall be
granted an option on the Entry Date to purchase that number of whole ADSs which
may be purchased with the payroll deductions accumulated on behalf of such
Employee during such Offering Period at the Purchase Price for such Offering
Period. Notwithstanding the foregoing, the number of ADSs (or other securities)
that a Participant may purchase under the Plan (and any other plans meeting the
requirements of Section 423 under the Code maintained by the Corporation or its
Subsidiaries) is limited as follows: the Fair Market Value of such ADSs (or
other securities) shall not exceed twenty-five thousand dollars (U.S.$25,000)
for each calendar year in which such an option has been granted. The Fair Market
Value of the ADSs to be purchased during an Offering Period shall be determined
at the Entry Date at which such option is granted. The foregoing two sentences
shall be interpreted so as to comply with Code Section 423(b)(8).

          7.3   The purchase price (the "Purchase Price") per ADS under each
option shall be the lower of: (i) a percentage (not less than eighty-five
percent (85%)) established by the Board ("Designated Percentage") of the Fair
Market Value of an ADS on the Entry Date and (ii) the Designated Percentage of
the Fair Market Value of an ADS on the Purchase Date; provided that the Purchase
Price per ADS shall never be less than the U.S. dollar equivalent, on the
relevant Purchase Date, of the aggregate nominal value of the Ordinary Shares
represented by the ADS (for example, currently each ADS represents four Ordinary
Shares of nominal value 50 pence each, so the Purchase Price of an ADS could not
be less than the U.S. dollar equivalent of 2 pounds sterling). The Board may
change the Designated Percentage with respect to any future Offering Period, but
not below eighty-five percent (85%), and the Board may determine with respect to
any prospective Offering Period that the Purchase Price shall be the Designated
Percentage of the Fair Market Value of an ADS on the Purchase Date. Until
otherwise designated by the Committee, the Designated Percentage shall be 85%.

8.        PURCHASE OF AMERICAN DEPOSITARY SHARES.

          8.1   On each Purchase Date, the Participants' options shall be
exercised automatically in full pursuant to Section 7. On such date or as soon
thereafter as is practicable, the Corporation will cause the ADSs so purchased
to be issued for or transferred to the account of each Participant and delivered
to a registered broker dealer to be held as described in Section 9. In order to
cause the ADSs to be so issued or transferred, the Corporation may, in the
discretion of the Committee, either (i) purchase ADSs from time to time; (ii)
purchase Ordinary Shares, from time to time, and deliver them to the Depositary
for deposit against the issuance of ADSs; or (iii) issue new Ordinary Shares and
deliver them to the Depositary for deposit against the issuance of ADSs.
Notwithstanding any other provision in the Plan, (x) the Corporation or its
designee may make such provisions and take such action as it deems necessary or
appropriate for the withholding of taxes and/or social insurance which the
Corporation or its Designated Subsidiary is required by law or regulation of any
governmental authority to withhold; and (y) the Corporation shall not issue or
transfer any ADSs or Ordinary Shares under the Plan unless the Plan has been
approved by the holders of the Ordinary Shares prior to the first Purchase Date.
The Corporation shall pay SDRT. Each Participant, however, shall be responsible
for payment of all individual tax liabilities arising under the Plan.


                                       -5-
<PAGE>

          8.2   Funds that were deducted from the Participants' pay but that
were not applied to the purchase of ADSs on a Purchase Date (because a whole ADS
could not be purchased with such funds or because of a reduction under Section
7.1) shall be rolled forward and added to the Participants' accounts for the
next Offering Period or shall be paid to a Participant upon request if the
request is made prior to a date established for each Offering Period.

9.        DELIVERY OF RECORDS AND RETENTION BY BROKER.

          As soon as practicable after the exercise of an option, the
Corporation shall deliver to the Participant a broker's record of the ADSs
purchased and held by a broker in an account for the Participant and a record of
the Purchase Price and other customary tax information.

          The Committee shall require that ADSs be retained with such broker for
the Designated Period and/or may establish other procedures to permit tracking
of dispositions during the Designated Period. At the end of the Designated
Period, a participant may direct that an American depositary receipt be executed
and delivered to him or her or at his or her direction (or, in the case of
death, to his or her estate or designated beneficiary) evidencing his or her
ADSs. During the Designated Period, all dividends in respect of a Participant's
ADSs held by such broker shall be paid to the Participant.

10.       ADJUSTMENT UPON RECAPITALIZATION.

          If after the grant of an option, but prior to the purchase of ADSs
under an option, there is any increase or decrease in the number of outstanding
Ordinary Shares because of a stock split, stock dividend, combination,
recapitalization, spin-off, issuance of rights or similar transaction, then to
prevent dilution or loss of rights in shares underlying ADSs subject to options,
the number of ADSs to be purchased pursuant to an option, the price per ADS
covered by an option and the maximum number of ADSs which may be issued pursuant
to the Plan, as specified in Section 7.1, may be appropriately adjusted by the
Board, although the Board may consider that the appropriate adjustment has
already been made under the terms of the Deposit Agreement among the Depositary,
the Corporation and the owners of American depositary receipts. The Board shall
take any further actions which, in the exercise of its discretion, may be
necessary or appropriate under the circumstances.

11.       MERGER, LIQUIDATION AND OTHER CORPORATE TRANSACTIONS.

          11.1 If there is a Change of Control of Enodis or a Designated
Subsidiary, then the Board shall either (i) immediately terminate the Offering
Period and all outstanding options and promptly refund the amount of all payroll
deductions to the Participants, or in the case of death to a Participant's
estate or designated beneficiary; or (ii) accelerate the Purchase Date to any
date prior to the Change of Control.

          11.2 If any person becomes bound or entitled to acquire Ordinary

Shares in the Corporation under Sections 428 to 430F of the U.K. Companies Act
1985; or if under Section 425 of that Act a court sanctions a compromise or
arrangement proposed for the purposes of or in connection with a scheme for the
reconstruction of the Corporation; or if the Corporation passes a resolution for
voluntary dissolution or winding up, then the Board shall either (i) terminate
the Offering Period and all outstanding options and promptly refund the amount
of all payroll deductions to the Participants or, in the case of death, to a
Participant's estate or designated beneficiary; or (ii) accelerate the Purchase
Date to any date prior to such event or the consummation of such transaction if
possible, or if not possible, then within one month thereafter.

          11.3 If there is a proposed merger or consolidation of the Corporation
with or into another corporation in which there would be no Change of Control,
then, if the Corporation is the survivor, each


                                       -6-
<PAGE>

option shall continue unchanged or, if the Corporation is not the survivor, an
equivalent option, as determined by the Board, shall be substituted by the
successor corporation or by the parent or a subsidiary of such successor
corporation.

12.       TRANSFERABILITY.

          Options granted to Participants, and ADSs held by brokers during
Designated Periods as described in Section 9, may not be voluntarily or
involuntarily assigned, transferred, pledged, or otherwise disposed of in any
way, and any attempted assignment, transfer, pledge, or other disposition shall
be null and void and without effect.

13.       AMENDMENT OR TERMINATION OF THE PLAN.

          13.1 The Plan shall continue through and until December 31, 2005
unless otherwise terminated in accordance with Section 13.2. Notwithstanding any
other provision of the Plan, the Board shall terminate the Plan unless it is
approved by the shareholders of the Corporation at a general meeting of the
Corporation prior to June 30, 2001.

          13.2 Subject to Section 13.3, the Board may, in its sole discretion,
insofar as permitted by law, terminate or suspend the Plan, or amend it in any
respect whatsoever, except that no amendment may adversely affect an outstanding
option or reduce a Participant's account balance. Upon a termination of the Plan
at any time other than at the end of an Offering Period, all amounts credited to
the Participants' accounts shall be paid to the Participants, or in the case of
death to a Participant's estate or designated beneficiary.

          13.3 Subject to Section 13.4, once the shareholders have approved the
Plan, no amendment materially benefitting the Participants shall be made to
Sections 3, 4, 5.1, 6, 7, 10, 11 or 13 or to any definitions in Section 2 that
affect the interpretation of any of these Sections, without the prior approval
of the shareholders of the Corporation at a general meeting of the Corporation.

          13.4 Section 13.3 shall not apply to a minor amendment to benefit the
administration of the Plan, to take account of a change in applicable law or to
obtain or maintain favorable tax, accounting or regulatory treatment of the
Plan, the Participants, the Corporation or any Subsidiary.

14.       ADMINISTRATION.

          The Committee will have the authority and responsibility for the day-
to-day administration of the Plan, the authority and responsibility specifically
provided in this Plan and any additional duty, responsibility and authority
delegated to the Committee by the Board, which may include any of the functions
assigned to the Board in this Plan. The Committee may delegate to one or more
individuals the day-to-day administration of the Plan. The Committee shall have
full power and authority to promulgate any rules and regulations which it deems
necessary for the proper administration of the Plan, to interpret the provisions
and supervise the administration of the Plan, to make factual determinations
relevant to Plan entitlements and to take all action in connection with
administration of the Plan as it deems necessary or advisable, consistent with
the delegation from the Board. Decisions of the Board and the Committee shall be
final and binding upon all participants. Any decision reduced to writing and
signed by a majority of the members of the Committee shall be fully effective as
if it had been made at a meeting of the Committee duly held. The Corporation
shall pay all expenses incurred in the administration of the Plan. No Committee
member shall be liable for any action or determination made in good faith with
respect to the Plan or any option granted hereunder.


                                       -7-
<PAGE>

15.       NO INTEREST TO BE CREDITED OR PAID.

          No interest shall be paid or credited to Participants with respect to
payroll deductions. No interest shall be added to any payments made pursuant to
the Plan.

16.      COMMITTEE RULES FOR FOREIGN JURISDICTIONS.

         The Committee may adopt rules or procedures relating to the operation
and administration of the Plan to accommodate the specific requirements of local
laws and procedures. Without limiting the generality of the foregoing, the
Committee is specifically authorized to adopt rules and procedures regarding
handling of payroll deductions, conversion of local currency, payroll tax,
withholding procedures and handling of American depositary receipts which vary
with local requirements.

17.       SECURITIES LAW REQUIREMENTS.

          The Corporation shall not be under any obligation to issue Ordinary
Shares or cause the issuance of ADSs upon the exercise of any option unless and
until the Corporation has determined that: (i) it and the Participant have taken
all actions required to register any securities to be issued, under all
applicable securities laws, or an exemption is available from the registration
requirements thereof; (ii) any applicable listing requirement of any stock
exchange on which the securities to be issued are listed has been satisfied; and
(iii) all other applicable provisions of state, federal and applicable foreign
law have been satisfied.

18.       GOVERNMENTAL REGULATIONS.

          This Plan and the Corporation's obligation to issue, transfer or
deliver ADSs or Ordinary Shares under the Plan shall be subject to the approval
of any governmental authority required in connection with the Plan and such
issuance, transfer or delivery.

19.       NO ENLARGEMENT OF EMPLOYEE RIGHTS.

          Nothing contained in this Plan shall be deemed to give any Employee
the right to be retained in the employ of the Corporation or any Designated
Subsidiary or to interfere with the right of the Corporation or Designated
Subsidiary to discharge any Employee at any time. In addition, an individual who
participates in the Plan shall, and does, by submitting a Subscription
Agreement, waive any rights to compensation or damages in consequence of the
termination of his employment for any reason whatsoever insofar as those rights
arise or may arise from his ceasing to have rights under or be entitled to
purchase any securities as a result of such termination.

20.       GOVERNING LAW.

          This Plan shall be governed by the laws of England, without regard to
that country's choice of law rules, except to the extent that this Plan is
intended to be construed to comply with Section 423 of the Code.

21.       EFFECTIVE DATE.

          This Plan shall be effective on the Entry Date of the first Offering
Period, as defined in Section 4.

22.       REPORTS.


                                       -8-
<PAGE>

          Individual accounts shall be maintained for each Participant in the
Plan. Statements of account shall be given to Participants at least annually,
which statements shall set forth the amounts of payroll deductions, the Purchase
Price, the number of shares purchased and the remaining cash balance, if any.

23.       DESIGNATION OF BENEFICIARY FOR OWNED SHARES.

          With respect to ADSs purchased by the Participant pursuant to the Plan
and held for the account of the Participant, the Participant may be permitted to
file a written designation of beneficiary. The Participant may change such
designation of beneficiary at any time by written notice. Subject to local legal
requirements, in the event of a Participant's death, the Corporation or its
assignee shall deliver such ADSs to the designated beneficiary.

          Subject to local law, in the event of the death of a Participant and
in the absence of a beneficiary validly designated who is living at the time of
such Participant's death, the Corporation shall deliver such ADSs to the
executor or administrator of the estate of the Participant, or if no such
executor or administrator has been appointed (to the knowledge of the
Corporation), the Corporation in its sole discretion, may deliver (or cause its
assignee to deliver) such ADSs to the spouse, dependent or relative of the
Participant, or if no spouse, dependent or relative is known to the Corporation,
then to such other person as the Corporation may determine.
                                       -9-
<PAGE>


       This document constitutes part of a prospectus covering securities
           that have been registered under the Securities Act of 1933

                     Enodis plc Employee Stock Purchase Plan
                             SUBSCRIPTION AGREEMENT

     1.  My Personal Information:


<TABLE>
<S>                                                               <C>           <C>
Legal Name (Please Print)
                          --------------------------------------                ------------------------
                          Last             First           (MI)                    Direct Employer


----------------------------------------------------------------  ------------  ------------------------
                          Street Address                            Location          Department


----------------------------------------------------------------                ------------------------
               City, State/Province, Country, Zip                                  Daytime Telephone


----------------------------------------------------------  ------------------  ------------------------
Social Security/Insurance No.                                Employee I.D. No.        E-Mail Address
</TABLE>

     2.  Definitions: Each capitalized term in this Subscription Agreement shall
have the same meaning that the term has in the ESPP.

     3.  Subscription: I hereby elect to participate in the ESPP, and I
subscribe to purchase ADSs in accordance with this Subscription Agreement and
the ESPP. I have received a complete copy of the ESPP and a prospectus
describing the ESPP, and I understand that my participation in the ESPP is
subject to all of the provisions of the ESPP. This Subscription Agreement is
only effective if I am eligible to participate in the ESPP.

     4.  Payroll Deduction Authorization: I hereby authorize payroll deductions
from my Compensation during each Offering Period for the purchase of ADSs in the
amount or percentage specified below. I understand that my deductions for
purchases of ADSs may not exceed the lesser of 15% of my Compensation or U.S.
$21,250 per calendar year. I also understand that Enodis plc may limit the
number of ADSs available during an Offering Period and may reduce purchases of
ADSs for my account proportionately if subscriptions exceed the available number
of ADSs. If this happens, my unused deductions will be rolled forward to the
next Offering Period, or I may elect to have them paid to me.

Please deduct from my Compensation in each pay period:  $______________(fill in)
                                      or, the following percentage (circle one):

        1%  2%  3%  4%  5%  6%  7%  8%  9%  10%  11%  12%  13%  14%  15%

     5.  ESPP Accounts and Purchase Price: I understand that the payroll
deductions specified in paragraph 4 above will be credited to my account under
the ESPP. I may not make additional payments to my account. No interest will be
paid on funds credited to my account at any

<PAGE>

time. The payroll deductions will be applied to the purchase of ADSs on each
Purchase Date at the applicable Purchase Price, subject to the limitations
described in paragraph 4 above and in the ESPP.

     6.  Withdrawals; Deductions: I may discontinue my payroll deductions prior
to a Purchase Date, and I may receive a refund, without interest, of my
accumulated payroll deductions. I may increase or decrease the amount or rate of
my payroll deductions for future Offering Periods prior to the beginning of, but
not during, an Offering Period, under the rules and using the forms established
by the Committee.

     7.  No Delivery for Designated Period; No Transferability: I acknowledge
that, after each Purchase Date, the ADSs that I purchase will not be delivered
to me. Instead, they will be held for my account by a broker for a designated
period. This period will end upon the earlier of (i) eighteen months after the
Purchase Date of these ADSs; (ii) termination of my employment; (iii) the
occurrence of a Hardship; and (iv) subject to the approval of Enodis plc, the
occurrence of a change in control of either my direct employer or of Enodis plc.
I agree that during the designated period, I shall not sell or transfer my ADSs.

     8.  Taxes: I have reviewed the ESPP prospectus discussion of the federal
tax consequences of participation in the ESPP, and I have been given the time to
consult with tax consultants if I wished to do so. I hereby agree to notify my
employer in writing within thirty (30) days of any sale or other disposition of
any of my ADSs purchased under the ESPP if such disposition occurs within two
(2) years after the first day of the Offering Period during which the shares
were purchased, and I will make adequate provision to my employer for foreign,
federal, state or other tax withholding obligations, if any, which arise upon
the disposition of the shares. I agree that my employer may cause to be withheld
from my Compensation any amount necessary to meet applicable tax withholding
obligations incident to my participation in the ESPP, including any withholding
necessary to make available to my employer or Enodis plc any tax deductions or
benefits contingent on such withholding. [Note - for Canadian employees: Delete
second sentence above].

     9.  Designation of Beneficiary (optional): In the event of my death, I
hereby designate the following person or trust as my beneficiary to receive all
payments and shares due to me under the ESPP:

<TABLE>
<S>                                                                    <C>
Beneficiary Name (Please Print)                                        Relationship to Beneficiary (if any):
                               -------------------------------------
                               Last             First          (MI)


                                                                       ---------------------------------------

Street Address
              ------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------------------------------------
City, State/Province, Country, Zip
</TABLE>

     10. Termination or Amendment of ESPP: I understand that Enodis plc has the
right to amend, suspend or terminate the ESPP at any time. If Enodis plc
terminates the ESPP for any reason, or if its shareholders do not approve the
ESPP by June 30, 2001, all amounts credited to my account under the ESPP will be
repaid to me without interest.

Date:                           Employee Signature
     ---------------------                        ------------------------------