<PAGE>

                                                                     EXHIBIT 4.4

                  THE ENODIS 2001 EXECUTIVE SHARE OPTION SCHEME

                     Approved at the Annual General Meeting
                             held on 17 January 2001
--------------------------------------------------------------------------------

                                    CONTENTS

Rule                                                                     Page

Part A - Inland Revenue Approved ............................................  1

1.   Definitions And Interpretation .........................................  1

2.   Eligibility ............................................................  2

3.   Grant Of Options .......................................................  2

4.   Limits .................................................................  3

5.   Exercise Of Options ....................................................  4

6.   Takeover, Reconstruction And Winding-Up ................................  6

7.   Adjustment Of Options ..................................................  7

8.   Alterations ............................................................  8

9.   Miscellaneous ..........................................................  9

Part B - Unapproved ......................................................... 10

1.   Interaction With Part A ................................................ 10

2.   Eligibility ............................................................ 10

3.   Limits ................................................................. 10

4.   Exercise Of Options .................................................... 10

5.   Adjustment Of Options .................................................. 11

6.   Takeover, Reconstruction And Winding-Up ................................ 11

7.   Inland Revenue Approval ................................................ 11

<PAGE>

                        PART A - INLAND REVENUE APPROVED

1.       DEFINITIONS AND INTERPRETATION

1.1      In this Scheme, unless the context otherwise requires:-

         "the Board" means the board of directors of the Company or a committee
         appointed by them;

         "the Company" means Enodis plc (registered in England and Wales No.
         109849);

         "Financial Year" means a financial year of the Company within the
         meaning of section 742 of the Companies Act 1985;

         "the Grant Date" in relation to an option means the date on which the
         option was granted;

         "Group Member" means:-

         1.1.1    a Participating Company or a body corporate which is (within
                  the meaning of section 736 of the Companies Act 1985) the
                  Company's holding company or a subsidiary of the Company's
                  holding company; or

         1.1.2    a body corporate which is (within the meaning of section 258
                  of that Act) a subsidiary undertaking of a body corporate
                  within Rule 1.1.1 and has been designated by the Board for
                  this purpose;

         1.1.3    any other body corporate in relation to which a body corporate
                  within paragraph (a) or (b) above is able (whether directly or
                  indirectly) to exercise 20% or more of its equity voting
                  rights and has been designated by the Board for this purpose;

         "the London Stock Exchange" means the London Stock Exchange plc;

         "Participant" means a person who holds an option granted under this
         Scheme;

         "Participating Company" means the Company or any Subsidiary;

         "the Performance Conditions" are the conditions in the Schedule to this
         Scheme or such other conditions as the Remuneration Committee may
         specify at the time an option is granted;

         "the Remuneration Committee" means the remuneration committee of the
         Board;

         "Schedule 9" means Schedule 9 to the Taxes Act 1988;

         "Scheme" means the Enodis 2001 Executive Share Option Scheme as herein
         set out, comprising Part A (the Inland Revenue approved part) and Part
         B (the Unapproved Part) but subject to any alterations made under Rule
         8 below;

         "Subsidiary" means a body corporate which is a subsidiary of the
         Company (within the meaning of section 736 of the Companies Act 1985)
         and of which the Company has control (within the meaning of section 840
         of the Taxes Act 1988);

         "the Taxes Act 1988" means the Income and Corporation Taxes Act 1988;

         "Trustees" means the trustee or trustees for the time being of an
         employee benefit trust established for the benefit of beneficiaries
         including all or substantially all of the individuals eligible to
         participate in this Scheme by virtue of Rule 2 below;

<PAGE>

         and expressions not otherwise defined in this Scheme have the same
         meanings as they have in Schedule 9.

1.2      Any reference in this Scheme to any enactment includes a reference to
         that enactment as from time to time modified, extended or re-enacted.

1.3      Expressions in italics are for guidance only and do not form part of
         this Scheme.

2.       ELIGIBILITY

2.1      Subject to Rule 2.3, a person is eligible to be granted an option if
         (and only if) he is a full-time director or qualifying employee of a
         Participating Company.

2.2      For the purposes of Rule 2.1:-

         2.2.1    a person shall be treated as a full-time director of a
                  Participating Company if he is obliged to devote to the
                  performance of the duties of his office or employment with
                  that and any other Participating Company not less than 25
                  hours a week;

         2.2.2    a qualifying employee, in relation to a Participating Company,
                  is an employee of the Participating Company (other than one
                  who is a director of a Participating Company).

2.3      A person is not eligible to be granted an option under this Scheme at
         any time:-

         2.3.1    within the two years immediately preceding the date on which
                  he is bound to retire in accordance with the terms of his
                  contract of employment, or

         2.3.2    when he is not eligible to participate in this Scheme by
                  virtue of paragraph 8 of Schedule 9 (material interest in a
                  close company).

3.       GRANT OF OPTIONS

3.1      Subject to Rule 4, the Board may by deed grant or procure that some
         other person grants an option to acquire shares in the Company which
         satisfy the requirements of paragraphs 10 to 14 of Schedule 9 (fully
         paid up, unrestricted, ordinary share capital), at the Grant Date and,
         subject to Rule 7.5, at the date of exercise of the option, upon the
         terms set out in this Scheme and upon such other objective terms as the
         Board may specify, to any person who is eligible to be granted an
         option in accordance with Rule 2; and for this purpose an option to
         acquire includes an option to purchase and an option to subscribe.

3.2      The price at which shares may be acquired by the exercise of an option
         shall be determined by the Board before its grant, but shall not be
         less than:-

         3.2.1    if shares of the same class as those shares are listed in the
                  London Stock Exchange Daily Official List, the middle-market
                  quotation of shares of that class (as derived from that List)
                  on the dealing day immediately preceding the Grant Date (or
                  such other dealing day as may be agreed in advance with the
                  Inland Revenue) or, in the case of an option which is intended
                  to be a Qualifying Stock Option within the meaning of the US
                  Internal Revenue Code, the middle market quotation of shares
                  of that class (as derived from that list) on the Grant Date;

         3.2.2    if Rule 3.2.1 does not apply, the market value (within the
                  meaning of Part VIII of the Taxation of Chargeable Gains Act
                  1992) of shares of that class, as agreed in advance for the
                  purposes of this Scheme with the Shares Valuation Division of
                  the Inland Revenue, on the Grant Date (or such other day as
                  may be agreed in advance with the Inland Revenue); or

                                        2

<PAGE>

         3.2.3    in the case of an option to acquire shares only by
                  subscription, the nominal value of those shares.

3.3      Subject to Rule 3.4, an option may only be granted:-

         3.3.1    within the period of 6 weeks beginning with -

                  (a)      the date on which this Scheme is approved and adopted
                           by the Company (provided that no options may be
                           granted under Part A of the Scheme until it has been
                           approved by the Inland Revenue); or

                  (b)      the date on which Part A of this Scheme is approved
                           by the Inland Revenue under Schedule 9; or

                  (c)      the dealing day next following the date on which the
                           Company announces its results for any period; or

         3.3.2    at any other time when the circumstances are considered by the
                  Board to be sufficiently exceptional to justify its grant; and

         3.3.3    within the period of 10 years beginning with the date on which
                  this Scheme is adopted by the Company.

3.4      An option granted to any person:-

         3.4.1    shall not, except as provided in Rule 5.4, be capable of being
                  transferred by him; and

         3.4.2    shall lapse forthwith if he is adjudged bankrupt.

4.       LIMITS

4.1      No options shall be granted in any year which would, at the time they
         are granted, cause the number of shares in the Company which may be
         allocated under this Scheme in the period of 10 calendar years ending
         with that year under this Scheme or under any other executive share
         option scheme adopted by the Company to exceed such number as
         represents 5 per cent. of the ordinary share capital of the Company in
         issue at that time.

4.2      No options shall be granted in any year which would, at the time they
         are granted, cause the number of shares in the Company which may be
         allocated under this Scheme or under any other employees' share scheme
         adopted by the Company in the period of 10 calendar years ending with
         that year, to exceed such number as represents 10 per cent. of the
         ordinary share capital of the Company in issue at that time.

4.3      No more than 19,000,000 shares may be acquired pursuant to the exercise
         of options granted under the Scheme.

4.4      Any shares in the Company which have been issued or which may be issued
         to the Trustees to satisfy the exercise of any option granted under
         this Scheme shall be included for the purposes of the limits set out in
         Rules 4.1, 4.2 and 4.3.

4.5      The number of shares in relation to which options may be granted to any
         person in any Financial Year shall not exceed such number as has a
         market value equal to 200 per cent of the salary of such person, unless
         the Remuneration Committee is satisfied that there are exceptional
         circumstances; and for the purposes of this Rule:-

                                       3

<PAGE>

         4.5.1    a person's salary shall be taken to be his basic salary
                  (excluding benefits in kind), expressed as an annual rate,
                  payable by the Participating Companies to him at that time;
                  and

         4.5.2    where a payment of remuneration is made otherwise than in
                  sterling, the payment shall be treated as being of the amount
                  of sterling ascertained by applying such rate of exchange
                  published in a national newspaper as the Board shall
                  reasonably determine.

4.6      No person shall be granted options which would, at the time they are
         granted, cause the aggregate market value of the shares which he may
         acquire in pursuance of options granted to him under Part A of this
         Scheme or under any other share option scheme, not being a
         savings-related share option scheme, approved under Schedule 9 and
         established by the Company or by any associated company of the Company
         (and not exercised) to exceed or further exceed (pound)30,000 or such
         other limit imposed from time to time under paragraph 28(1) of Schedule
         9.

4.7      For the purposes of this Rule 4, the market value of the shares in
         relation to which an option was granted shall be calculated:-

         4.7.1    in the case of an option granted under this Scheme, as on the
                  day by reference to which the price at which shares may be
                  acquired by the exercise of that option was determined in
                  accordance with Rule 3.2;

         4.7.2    in the case of an option granted under any other approved
                  scheme, as at the time when it was granted or, in a case where
                  an agreement relating to the shares has been made under
                  paragraph 29 of Schedule 9, such earlier time or times as may
                  be provided in the agreement; and

         4.7.3    in the case of any other option, as on the day or days by
                  reference to which the price at which shares may be acquired
                  by the exercise of that option was determined.

4.8      Any option granted under this Scheme shall be limited and take effect
         so that the above limits are complied with.

4.9      Where the right to acquire shares was released or lapsed without being
         exercised, the shares concerned will be ignored when calculating the
         limits in this Rule 4 (other than the limit in Rule 4.5).

4.10     References in this Rule 4 to "allocation" shall mean, in relation to
         any share option scheme, placing unissued shares under option and, in
         relation to other types of employee share scheme, the allotment and
         issue of shares and references to "allocated" shall be construed
         accordingly.

5.       EXERCISE OF OPTIONS

5.1      The exercise of any option granted under this Scheme shall be effected
         in the form and manner prescribed by the Board and, unless the Board
         determines otherwise, any notice of exercise shall take effect only
         when received by the Company together with the relevant exercise monies
         or an agreement to provide such monies pursuant to arrangements
         acceptable to the Company.

5.2      Subject to Rules 5.4, 5.5, 6.1, 6.3 and 6.4, an option granted under
         this Scheme may not be exercised before the third anniversary of the
         Grant Date.

5.3      Subject to Rules 5.4, 5.5.1, 5.5.3, 6.1, 6.3, 6.4 and 6.5, an option
         granted under this Scheme may not be exercised if the Performance
         Conditions are not satisfied.

5.4      If any Participant dies, any option may (and must, if at all) be
         exercised by his personal representatives within 12 months after the
         date of his death provided that his death occurs at a time

                                       4

<PAGE>

         when either he is a director or employee of a Group Member or he is or
         would but for Rule 5.3 be entitled to exercise the option by virtue of
         Rule 5.5.

5.5      If any Participant ceases to be a director or employee of a Group
         Member (otherwise than by reason of his death), the following
         provisions apply in relation to any option granted to him:-

         5.5.1    if he so ceases by reason of injury, disability or redundancy
                  (within the meaning of the Employment Rights Act 1996), or by
                  reason only that his office or employment is in a company
                  which ceases to be a Group Member, or relates to a business or
                  part of a business which is transferred to a person who is not
                  a Group Member, the option may (and subject to Rule 5.4 must,
                  if at all) be exercised within the exercise period;

         5.5.2    if he so ceases by reason of retirement on or after reaching
                  the age at which he is bound to retire in accordance with the
                  terms of his contract of employment, the option may (and
                  subject to Rule 5.4 must, if at all) be exercised within the
                  exercise period, but subject to Rule 5.3;

         5.5.3    if he so ceases for any other reason, the option may not be
                  exercised at all unless the Board shall so permit, in which
                  event it may (and subject to Rule 5.4 must, if at all) be
                  exercised to the extent permitted by the Board within the
                  exercise period;

                  and in this Rule the exercise period is the period which shall
                  expire 12 months after his so ceasing or at such later time as
                  the Board shall determine not being more than 42 months after
                  the Grant Date or 42 months after the last date prior to his
                  so ceasing on which he exercised an option (not being one
                  granted under a savings-related share option scheme) in
                  circumstances in which paragraphs (a) and (b) of section
                  185(3) of the Taxes Act 1988 (income tax relief on exercise)
                  applied.

5.6      A Participant shall not be treated for the purposes of Rule 5.5 as
         ceasing to be a director or employee of a Group Member until such time
         as he is no longer a director or employee of any Group Member.

5.7      Notwithstanding any provision of this Scheme, an option may not be
         exercised after the expiration of the period of 10 years (or such
         shorter period as the Board may have determined before the grant of
         that option) beginning with the Grant Date.

5.8      A Participant shall not be eligible to exercise an option at any time
         when he is not eligible to participate in this Scheme by virtue of
         paragraph 8 of Schedule 9 (material interest in close company).

5.9      Within 30 days after an option has been exercised by any person, the
         Board shall allot to him (or a nominee for him) or, as appropriate,
         procure the transfer to him (or a nominee for him) of the number of
         shares in respect of which the option has been exercised, provided that
         the issue or transfer of those shares would be lawful in all relevant
         jurisdictions. For the avoidance of doubt, it is hereby confirmed that
         ordinary shares may be allotted or transferred in the form of American
         Depository Shares.

5.10     In a case where a Group Member or the Trustees are obliged to (or would
         suffer a disadvantage if it were not to) account for any tax (in any
         jurisdiction) for which the person in question is liable by virtue of
         the exercise of the option and/or for any social security contributions
         recoverable from the person in question (together, the "Tax
         Liability"), no shares shall be issued or transferred unless that
         person has either:

         5.10.1   made a payment to the Group Member or the Trustees of an
                  amount equal to the Tax Liability; or


                                       5

<PAGE>

         5.10.2   entered into arrangements acceptable to that or another Group
                  Member or the Trustees to secure that such a payment is made
                  (whether by authorising the sale of some or all of the shares
                  on his behalf and the payment to the Group Member or the
                  Trustees of the relevant amount out of the proceeds of sale or
                  otherwise).

5.11     All shares allotted under this Scheme shall rank equally in all
         respects with the shares of the same class then in issue except for any
         rights attaching to such shares by reference to a record date prior to
         the date of the allotment.

6.       TAKEOVER, RECONSTRUCTION AND WINDING-UP

6.1      If any person obtains control of the Company (within the meaning of
         section 840 of the Taxes Act 1988) as a result of making a general
         offer to acquire shares in the Company, or having obtained such control
         makes such an offer, the Board shall within 7 days of becoming aware of
         such occurrence notify every Participant of it and, subject to the
         option not having already lapsed under Rules 5.4, 5.5 and 5.7, any
         option may be exercised within one month (or such longer period as the
         Board may permit) of such notification.

6.2      For the purposes of Rule 6.1, a person shall be deemed to have obtained
         control of the Company if he and others acting in concert with him have
         together obtained control of it.

6.3      If any person becomes bound or entitled to acquire shares in the
         Company under sections 428 to 430F of the Companies Act 1985 or
         Articles 421 to 423 of the Companies (Northern Ireland) Order 1986, or
         if the Company passes a resolution for voluntary winding up, or if an
         order is made for the compulsory winding up of the Company, the Board
         shall forthwith notify every Participant of such occurrence and,
         subject to the option not having already lapsed under Rules 5.4, 5.5
         and 5.7, any option may be exercised within one month of such
         notification, but to the extent that it is not exercised within that
         period shall (notwithstanding any other provision of this Scheme) lapse
         on the expiration of that period.

6.4      If the Court sanctions a compromise or arrangement under section 425 of
         the Companies Act 1985 or Article 418 of the Companies (Northern
         Ireland) Order 1986, the Board shall forthwith notify every Participant
         of such occurrence and, subject to the option not having already lapsed
         under Rules 5.4, 5.5 and 5.7, any option may be exercised within one
         month of such notification, but to the extent that it is not exercised
         within that period shall (notwithstanding any other provision of this
         Scheme) lapse on the expiration of that period.

6.5      In relation to an option which would but for Rule 5.3 be exercisable by
         virtue of an event mentioned in Rule 6.1, 6.3 or 6.4, the Performance
         Conditions will continue to apply, but measured up to the first to
         occur of the events specified in this Rule 6 unless the Remuneration
         Committee, acting objectively and fairly and reasonably, decides
         otherwise. For this purpose, the term "Remuneration Committee" means
         the members of the Remuneration Committee immediately prior to the
         occurrence of the relevant event mentioned in Rule 6.1, 6.3 or 6.4.

6.6      If any company ("the acquiring company"):-

         6.6.1    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 shares
                           which may be acquired by the exercise of options
                           granted under this Scheme, or

                                       6

<PAGE>

         6.6.2    obtains control of the Company in pursuance of a compromise or
                  arrangement sanctioned by the court under section 425 of the
                  Companies Act 1985 or Article 418 of the Companies (Northern
                  Ireland) Order 1986, or

         6.6.3    becomes bound or entitled to acquire shares in the Company
                  under sections 428 to 430F of that Act or Articles 421 to 423
                  of that Order,

         any Participant may at any time within the appropriate period (which
         expression shall be construed in accordance with paragraph 15(2) of
         Schedule 9), by agreement with the acquiring company, release any
         option granted under this Scheme which has not lapsed ("the old
         option") in consideration of the grant to him of an option ("the new
         option") which (for the purposes of that paragraph) is equivalent to
         the old option but relates to shares in a different company (whether
         the acquiring company itself or some other company falling within
         paragraph 10(b) or (c) of Schedule 9).

6.7      The new option shall not be regarded for the purposes of Rule 6.6 as
         equivalent to the old option unless the conditions set out in paragraph
         15(3) of Schedule 9 are satisfied, but so that the provisions of this
         Scheme shall for this purpose be construed as if:-

         6.7.1    the new option were an option granted under this Scheme at the
                  same time as the old option;

         6.7.2    except for the purposes of the definitions of "Group Member",
                  "Participating Company" and "Subsidiary" in Rule 1.1 and the
                  reference to "the Board" in Rule 5.7, the expression "the
                  Company" were defined as "a company whose shares may be
                  acquired by the exercise of options granted under this
                  Scheme";

         6.7.3    the Performance Conditions had been satisfied; and

         6.7.4    Rule 8.2 were omitted.

7.       ADJUSTMENT OF OPTIONS

7.1      Subject to Rule 7.3, in the event of any increase or variation of the
         share capital of the Company, whenever effected, the Board may make
         such adjustments as it considers appropriate under Rule 7.2.

7.2      An adjustment made under this Rule shall be to one or more of the
         following:-

         7.2.1    the number of shares in respect of which any option may be
                  exercised;

         7.2.2    the price at which shares may be acquired by the exercise of
                  any option;

         7.2.3    where any such option has been exercised but no shares have
                  been allotted or transferred pursuant to such exercise, the
                  number of shares which may be so allotted or transferred and
                  the price at which they may be acquired;

         7.2.4    the number of shares referred to in Rule 4.3.


7.3      At a time when this Scheme is approved by the Inland Revenue under
         Schedule 9, no adjustment under Rule 7.2 shall be made without the
         prior approval of the Inland Revenue.

7.4      An adjustment under Rule 7.2 may have the effect of reducing the price
         at which shares may be subscribed for on the exercise of an option to
         less than their nominal value, but only if and to the extent that the
         Board shall be authorised to capitalise from the reserves of the
         Company a sum equal to the amount by which the nominal value of the
         shares in respect of which the option is

                                       7

<PAGE>

         exercised and which are to be allotted pursuant to such exercise
         exceeds the price at which the shares may be subscribed for and to
         apply that sum in paying up such amount on such shares; and so that on
         exercise of any option in respect of which such a reduction shall have
         been made the Board shall capitalise that sum (if any) and apply the
         same in paying up that amount.

7.5      If the shares subject to an option cease to satisfy the requirements of
         paragraphs 10 to 14 of Schedule 9 at any time after the Grant Date
         then:

         7.5.1    the Board shall as soon as practicable notify the Inland
                  Revenue of this;

         7.5.2    the Company will not be required to allot or procure the
                  transfer of shares which satisfy those requirements upon the
                  exercise of an option;

         7.5.3    for the avoidance of doubt, all unexercised options shall
                  continue to exist; and

         7.5.4    the Scheme shall continue to exist but if the Inland Revenue
                  withdraw their approval of the Scheme under Schedule 9, it
                  shall continue to exist as an unapproved share option scheme.

8.       ALTERATIONS

8.1      Subject to Rules 8.2, 8.4 and 8.5, the Board may at any time alter this
         Scheme (having regard to the fact that, if an alteration which does not
         solely relate to the Performance Conditions is made at a time when this
         Scheme is approved by the Inland Revenue under Schedule 9, the approval
         will not thereafter have effect until the Inland Revenue have approved
         the alteration).

8.2      Subject to Rule 8.3, no alteration to the advantage of the person to
         whom options may be granted shall be made under Rule 8.1 to any of the
         provisions concerning eligibility, the limits on individual
         participation and the number of shares which may be issued under the
         Scheme, the terms of exercise and adjustment of options, or this Rule,
         without the prior approval by ordinary resolution of the members of the
         Company in general meeting.

8.3      Rule 8.2 shall not apply to:-

         8.3.1    any minor alteration to benefit the administration of this
                  Scheme, to take account of a change in legislation or to
                  obtain or maintain favourable tax, exchange control or
                  regulatory treatment for Participants or any Group Member; or

         8.3.2    any alteration solely relating to the Performance Conditions.

8.4      No alteration to the disadvantage of any Participant shall be made
         under Rule 8.1 unless:-

         8.4.1    the Board shall have invited every relevant Participant to
                  give an indication as to whether or not he approves the
                  alteration, and

         8.4.2    the alteration is approved by a majority of those Participants
                  who have given such an indication.

8.5      No alteration which solely relates to the Performance Conditions
         subject to which an option has been granted shall be made under Rule
         8.1 unless:-

         8.5.1    there shall have occurred an event which shall have caused the
                  Board reasonably to consider that the Performance Conditions
                  would not, without the alteration, achieve its original
                  purpose and the altered Performance Conditions are no more
                  difficult to satisfy, and

                                       8

<PAGE>

         8.5.2    the Board shall act fairly and reasonably in making the
                  alteration.

9.       MISCELLANEOUS

9.1      The rights and obligations of any individual under the terms of his
         office or employment with any Group Member shall not be affected by his
         participation in this Scheme or any right which he may have to
         participate in it and an individual who participates in it shall waive
         any and all rights to compensation or damages in consequence of the
         termination of his office or employment for any reason whatsoever
         insofar as those rights arise or may arise from his ceasing to have
         rights under or be entitled to exercise any option under this Scheme as
         a result of such termination.

9.2      In the event of any dispute or disagreement as to the interpretation of
         this Scheme, or as to any question or right arising from or related to
         this Scheme, the decision of the Board shall be final and binding upon
         all persons.

9.3      Any decision of the Board in relation to a person who is a director of
         the Company is subject to the approval of the Remuneration Committee.

9.4      Any notice or other communication under or in connection with this
         Scheme may be given by personal delivery or by sending the same by
         post, in the case of a company to its registered office, and in the
         case of an individual to his last known address, or, where he is a
         director or employee of a Group Member, either to his last known
         address or to the address of the place of business at which he performs
         the whole or substantially the whole of the duties of his office or
         employment.

9.5      This Scheme and all options granted under it shall be governed by and
         construed in accordance with the law of England and Wales.

                                       9

<PAGE>

                               PART B - UNAPPROVED

1.       INTERACTION WITH PART A

         The provisions of Part A shall, save where otherwise specified below,
         apply in relation to options under Part B.

2.       ELIGIBILTY

2.1      Subject to rule 2.2 of Part B, a person is eligible to be granted an
         option under Part B if (and only if) he is an executive director or an
         employee of a Participating Company.

2.2      A person is not eligible to be granted an option under Part B any time
         within the two years immediately preceding the date on which he is
         bound to retire in accordance with the terms of his contract of
         employment.

3.       LIMITS

3.1      Rule 4.6 of Part A shall not apply to any options granted under Part B.

4.       EXERCISE OF OPTIONS

4.1      Within 30 days after an option has been exercised by any person, the
         Board shall allot to him (or a nominee for him) or, as appropriate,
         procure the transfer to him (or a nominee for him) of the number of
         shares in respect of which the option has been exercised, provided
         that:-

         4.1.1    the Board considers that the issue or transfer of those shares
                  would be lawful in all relevant jurisdictions; and

         4.1.2    in a case where a Group Member or the Trustees is obliged to
                  (or would suffer a disadvantage if it were not to) account for
                  any tax (in any jurisdiction) for which the person in question
                  is liable by virtue of the exercise of the option and/or for
                  any social security contributions recoverable from the person
                  in question (together, the "Tax Liability"), that person has
                  either:

                  (a)      made a payment to the Group Member or the Trustees of
                           an amount equal to the Tax Liability; or

                  (b)      entered into arrangements acceptable to that or
                           another Group Member or the Trustees to secure that
                           such a payment is made (whether by authorising the
                           sale of some or all of the shares on his behalf and
                           the payment to the Group Member or the Trustees of
                           the relevant amount out of the proceeds of sale or
                           otherwise) and, where that person has entered into a
                           joint election with his employing company to transfer
                           the liability for the secondary National Insurance to
                           him, the Inland Revenue has approved such
                           arrangements; and

                  in the case of either (a) or (b) above, where the Board
                  determines prior to the grant of the option (or following the
                  grant of the option with the consent of the relevant
                  Participant) that the person in question shall make an
                  agreement with his employing company that some or all of the
                  liability for secondary National Insurance should be recovered
                  from him, then such shares shall not be so allotted or
                  transferred to him unless he has entered into such agreement
                  in writing.

4.1.3    All shares allotted under this Scheme shall rank equally in all
         respects with the shares of the same class then in issue except for any
         rights attaching to such shares by reference to a record date prior to
         the date of the allotment.

                                       10

<PAGE>

5.       ADJUSTMENT OF OPTIONS

5.1      In the event of any increase or variation of the share capital of the
         Company or a demerger or other event affecting the Company, whenever
         effected, the Board may make such adjustments as it considers
         appropriate under this Rule.

5.2      An adjustment made under this Rule shall be to one or more of the
         following:-

         5.2.1    the number of shares in respect of which any option may be
                  exercised;

         5.2.2    the price at which shares may be acquired by the exercise of
                  any option;

         5.2.3    where any such option has been exercised but no shares have
                  been allotted or transferred pursuant to such exercise, the
                  number of shares which may be so allotted or transferred and
                  the price at which they may be acquired;

         5.2.4    the number of shares referred to in Rule 4.3.

5.3      An adjustment under this Rule may have the effect of reducing the price
         at which shares may be subscribed for on the exercise of an option to
         less than their nominal value, but only if and to the extent that the
         Board shall be authorised to capitalise from the reserves of the
         Company a sum equal to the amount by which the nominal value of the
         shares in respect of which the option is exercised and which are to be
         allotted pursuant to such exercise exceeds the price at which the
         shares may be subscribed for and to apply that sum in paying up such
         amount on such shares; and so that on exercise of any option in respect
         of which such a reduction shall have been made the Board shall
         capitalise that sum (if any) and apply the same in paying up that
         amount.

6.       TAKEOVER, RECONSTRUCTION AND WINDING-UP

6.1      If the Court sanctions a compromise or arrangement under section 425 of
         the Companies Act 1985 or Article 418 of the Companies (Northern
         Ireland) Order 1986 then options shall neither become exercisable nor
         lapse upon such compromise or arrangement becoming effective provided
         that the Board may at its discretion, and acting fairly and reasonably,
         subject to the option not having already lapsed under Rules 5.4, 5.5
         and 5.7:

         6.1.1    permit options to become exercisable for such period and on
                  such terms as the Board may determine and the Board may
                  determine that options shall lapse at the end of any such
                  period; or

         6.1.2    provide that any option shall lapse upon such compromise or
                  arrangement become effective.

6.2      In relation to an option which would but for Rule 5.3 be exercisable by
         virtue of an event mentioned in Rule 6.1, 6.3 or 6.4, the Performance
         Conditions will continue to apply, but measured up to the first to
         occur of the events specified in this Rule 6 unless the Remuneration
         Committee, at its absolute discretion, decides otherwise. For this
         purpose, the term "Remuneration Committee" means the members of the
         Remuneration Committee immediately prior to the occurrence of the
         relevant event mentioned in Rule 6.1, 6.3 or 6.4.

7.       INLAND REVENUE APPROVAL

7.1      Rules 2.3.2, 3.2.2, 5.8 and 7.3 of Part A shall not apply to options
         granted under Part B of this Scheme.

7.2      There shall be no need to seek Inland Revenue approval or agreement for
         anything done under Part B of this Scheme.

                                       11

<PAGE>

                        SCHEDULE: PERFORMANCE CONDITIONS

1.       Subject to Rules 5 and 6 of the Scheme, 50% of the Option Shares in
         respect of a Performance Period may only be transferred to the extent
         the conditions specified in paragraphs 3 and 5 below are satisfied; and
         the remaining 50% of the Option Shares in respect of a Performance
         Period may only be transferred to the extent the condition specified in
         paragraphs 4 and 5 below are satisfied.

2.       For the purpose of this Schedule:

         (i)      The "First Comparator Companies" are the constituents of the
                  FTSE Mid 250 Index (excluding investment trusts) at the
                  beginning of the relevant Performance Period, excluding those
                  companies which are not quoted on the London Stock Exchange on
                  the last day of the relevant Performance Period.

         (ii)     "Option Shares" means the shares in relation to which an
                  option is granted;

         (iii)    "Performance Period" means any period of three, four or five
                  Financial Years beginning with the Financial Year in which an
                  option granted.

         (iv)     "The Retail Prices Index" is the general index of retail
                  prices (for all items) published by the Office for National
                  Statistics or, if that index is not published for the month in
                  question, any substituted index or index figures published by
                  that Office.

         (v)      "Total Shareholder Return" of a company over any period is a
                  combination of its share price and dividend performance, which
                  shall be calculated as specified in paragraph 3(a) below.

         (vi)     The "Second Comparator Companies" are BBA Group plc, Bodycote
                  International plc, Chubb plc, Cookson Group plc, AB
                  Electrolux, FKI plc, Glynwed International plc, Halma plc,
                  Ingersoll-Rand Company, Invensys plc, Illinois Tool Works Inc,
                  Kidde plc, Lancer Inc, Manitowoc Inc, Maytag Corporation,
                  Middleby Inc, The Morgan Crucible Company plc, Spirax-Sarco
                  Engineering plc, Tomkins plc, Travis Perkins plc, Wolseley
                  plc.

         (vii)    Unless the context otherwise admits, words and expressions in
                  this Schedule have the same meanings as they have in Rule 1 of
                  the Scheme.

3.       (a)      The Total Shareholder Return of the Company and each of the
                  First Comparator Companies over the relevant Performance
                  Period shall be computed by comparing the average net return
                  index of the relevant companies as calculated by Datastream
                  (excluding Saturdays and Sundays) in the 6 months preceding
                  the beginning of the Performance Period with their average net
                  return index (calculated in the same manner) in the 6 months
                  preceding the end of the relevant Performance Period, provided
                  that where Datastream is unable to provide the necessary
                  information, the Remuneration Committee may rely upon such
                  other sources of information as it considers appropriate.

         (b)      All of the First Comparator Companies (excluding the Company)
                  shall be ranked by the resulting Total Shareholder Return
                  figures, with the company with the highest figure having the
                  highest ranking, and median and upper quartile performance
                  shall be determined on such basis as the Remuneration
                  Committee, acting reasonably, may specify from time to time.

                                       12

<PAGE>

         (c)      The percentage of the Option Shares in respect of which an
                  option may be exercised depends upon the Company's Total
                  Shareholder Return relative to the median and upper quartile
                  performance specified in paragraph (b) above, as follows:

                  -------------------------------------------------------------
                  The Company's Performance               % Exercisable

                  -------------------------------------------------------------
                  1.       Upper Quartile or above        50%
                  -------------------------------------------------------------
                  2.       Less than Upper Quartile but   Pro-rata between 50%
                           better than Median             and 17.5%
                  -------------------------------------------------------------
                  3.       Better than Median             17.5%
                  -------------------------------------------------------------
                  4.       Median or below                0%
                  -------------------------------------------------------------

         (d)      For the avoidance of doubt, it is hereby confirmed that to the
                  extent that the Company's performance is below upper quartile
                  at the end of the third Financial Year of the Performance
                  Period, the Performance Conditions shall be retested as at the
                  end of the four and fifth Financial Years of the Performance
                  Period, with the intent that if the Company's Total
                  Shareholder Return ranking relative to the First Comparator
                  Group improves, a greater proportion of the Option Shares may
                  be transferred (but not exceeding 50%).

4.       The performance condition in this paragraph 4 will operate on exactly
         the same basis as the condition in paragraph 3 above, except that the
         comparator companies are the Second Comparator Companies.

5.       (a)      The Performance Condition in this paragraph 5 is that the
                  earnings per share of the Company for the final Financial Year
                  of the relevant Performance Period must have exceeded its
                  earnings per share for the Financial Year last preceding the
                  beginning of that Performance Period by an amount which, when
                  expressed as a fraction of the last mentioned earnings per
                  share is not less than ((R2-R1)/R1) where R1 is the Retail
                  Prices Index for the last month in the earlier year and R2 is
                  the Retail Prices Index for the last month in the later year.

         (b)      For this purposes of this condition, the earnings per share of
                  the Company shall exclude exceptional items and shall be
                  calculated on such basis as the Remuneration Committee, acting
                  reasonably, may specify from time to time.

6.       The Remuneration Committee may make such adjustments to any or all of
         the performance conditions in this Schedule as it considers appropriate
         to take account of:

         (a)      any increase or variation of the share capital of the Company;

         (b)      any change to the accounting standards adopted by the Company;

         (c)      there being no earnings per share of the Company for any
                  relevant financial year;

         (d)      a change in the calculation of Total Shareholder Return;

         (e)      the occurrence of an event specified in Rules 5 and 6 of the
                  Plan; or

         (f)      any other factors which are in the opinion of the Remuneration
                  Committee relevant.

                                       13