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                                                                EXHIBIT 4(c)(xi)


                                    RULES OF

                THE SMITH & NEPHEW BELGIAN SHARESAVE PLAN (2002)

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                         This is a copy of the rules of
                The Smith & Nephew Belgian Sharesave Plan (2002)
            established by the board of directors of the Company on
               31 July 2002 and adopted by the Company Secretary
                      pursuant to the authority delegated
                             upon him by the board.

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


                        [LOGO OF PINSENT CURTIS BIDDLE]

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                                    CONTENTS

RULE                                                                        PAGE

1.  Interpretation                                                             1

2.  Issue of Invitations                                                       6

3.  Applications for Options                                                   8

4.  Grant of Options                                                           8

5.  Monthly contributions                                                      9

6.  Exercise Price                                                            10

7.  Limitation on Grant of Subscription Options                               10

8.  Exercise of an Option                                                     10

9.  Manner of Exercise of an Option                                           11

10. Non-Transferability and Lapse of Options                                  13

11. Relationship with Employment Contract                                     14

12. Demerger, Reconstruction or Winding-up of the Company                     14

13. Take-over of the Company                                                  15

14. Variation of Share Capital                                                15

15. Alteration of this Plan                                                   16

16. Service of Documents                                                      17

17. Applicable Law                                                            18

18. Third Party Rights                                                        18

19. Protection of Personal Data                                               18

20. Miscellaneous                                                             18

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                                    RULES OF
                THE SMITH & NEPHEW BELGIAN SHARESAVE PLAN (2002)

1.        INTERPRETATION

1.1       Words and expressions used in this Plan shall have the meanings
          respectively given below:

          "Acquisition Cost"            in relation to the exercise of an Option
                                        on any occasion, an amount in pounds
                                        sterling equal to the product of:

                                        (a)  the maximum number of Shares in
                                             respect of which that Option is
                                             then exercised in accordance with
                                             rule 8.4; and

                                        (b)  the Exercise Price

          "the Administrator"           Computershare Investor Services plc or
                                        such other person who is for the time
                                        being appointed by the Company to
                                        administer this Plan

          "Announcement Date"           the date of notification to the London
                                        Stock Exchange of the annual or half
                                        year results of the Company

          "Applicant"                   a person who, in response to an
                                        Invitation, submits an Application

          "Application"                 an application for the grant of an
                                        Option made in accordance with rule 3


          "Application Date"            in relation to any Invitation such date
                                        as is specified in accordance with rule
                                        2.5.5 to be the last day on which an
                                        Application may be submitted in response
                                        to Invitations issued on any occasion

          "Associated Company"          any company which, in relation to the
                                        Company, is an associated company as
                                        that term is defined by section 416 of
                                        the Taxes Act except that for the
                                        purposes of this Plan, subsection (1) of
                                        that section shall have effect with the
                                        omission of the words "or at any time
                                        within one year previously"

          "Auditors"                    the auditors for the time being of the
                                        Company or if there are joint auditors,
                                        such one of them as the Directors may
                                        decide

          "Calendar Year"               the period commencing 1 January and
                                        ending on 31 December immediately
                                        following

          "Companies Act 1985"          the UK Companies Act 1985

                                        1

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          "the Company"                 Smith & Nephew plc (registered in
                                        England no 324357)

          "control"                     the meaning given in section 840 of the
                                        Taxes Act

          "Daily Official List"         the daily official list of the London
                                        Stock Exchange

          "Date of Grant"               in relation to any Option, the date on
                                        which such Option was granted

          "Dealing Day"                 a day on which the London Stock Exchange
                                        is open for business

          "Directors"                   the board of directors for the time
                                        being of the Company or a duly
                                        constituted committee of that board

          "Electronic Communication"    has the meaning given in section 15 of
                                        the UK Electronic Communications Act
                                        2000 (but excluding mobile telephone
                                        text messages)

          "Eligible Employee"           an Employee who either:

                                        (a)  has held employment within the
                                             Group for such continuous period as
                                             the Directors have determined; or

                                        (b)  is nominated by the Directors

          "Employee"                    an employee of a Participating Company

          "Employer Company"            in relation to an Applicant or an
                                        Optionholder at any time, the member of
                                        the Group or Associated Company with
                                        which such Applicant or Optionholder
                                        then holds or, if he has ceased to hold
                                        employment within the Group or with any
                                        Associated Company, last held office or
                                        employment

          "Exchange Rate"               in relation to a conversion of currency
                                        on any day, the rate to be applied in
                                        making such conversion being such
                                        published exchange rate as the Directors
                                        shall determine for the preceding day
                                        or, if that preceding day is not a
                                        Dealing Day, the last preceding Dealing
                                        Day

          "the Exercise Date"           1 January immediately following 3
                                        Calendar Years commencing after the
                                        Grant Calendar Year

                                        2

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          "the Exercise Price"          in relation to Shares subject to any
                                        Option, the price per Share in pounds
                                        sterling payable for the acquisition of
                                        such Shares upon the exercise of that
                                        Option as determined in rule 6

          "Grant Calendar Year"         in relation to any Option, the Calendar
                                        Year in which that Option is granted

          "Grantor"                     in relation to an Option, the Company or
                                        the Relevant Trustee which has granted
                                        or proposes to grant such Option

          "the Group"                   the Company and every other company
                                        which is for the time being a Subsidiary

          "the Individual Share Limit"  in relation to any Option, the amount of
                                        the Notional Sterling Repayment Value
                                        divided by the Exercise Price

          "Initial Market Value"        in relation to a Share subject to any
                                        Option, shall be determined by the
                                        Company (with the prior consent of the
                                        Grantor, if appropriate) and shall be
                                        equal to either:

                                        (a)  the average market value of a Share
                                             for the 30 Dealing Days immediately
                                             preceding the Invitation Date;

                                             or

                                        (b)  the closing price of a Share on the
                                             Dealing Day immediately preceding
                                             the Invitation Date

          "Invitation"                  an invitation to apply for the grant of
                                        an Option issued in accordance with rule
                                        2

          "Invitation Date"             in relation to an Option, the date on
                                        which the Invitation was issued

          "Jointly Owned Company"       a company (and any subsidiary as defined
                                        in section 736 of the Companies Act 1985
                                        of such a company) of which the whole of
                                        the issued ordinary share capital is
                                        jointly owned by a member of the Group
                                        and another person (not being a member
                                        of the Group) but which is not a
                                        Subsidiary and is not under the control
                                        of such other person

          "Local Currency"              the local currency of legal tender in
                                        Belgium

                                        3

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          "Local Currency Equivalent"   in relation to an amount in pounds
                                        sterling on a given day, the equivalent
                                        value (or as nearly as may be) in Local
                                        Currency of such sterling amount after
                                        conversion at the Exchange Rate on that
                                        day

          "the London Stock Exchange"   London Stock Exchange plc

          "Model Code"                  the code adopted by the Company which
                                        contains provisions similar in purpose
                                        and effect to the provisions of the
                                        Model Code for Securities Transactions
                                        by Directors of Listed Companies issued
                                        by the UK Listing Authority from time to
                                        time

          "Monthly Contribution"        in relation to any Eligible Employee,
                                        the fixed amount (in Local Currency) of
                                        each of the 36 monthly savings
                                        contributions which that Employee
                                        undertakes to make in his Application

          "Net Pay"                     in relation to an Optionholder, the
                                        amount of his earnings for a given
                                        month, being earnings from the
                                        Optionholder's employment with any one
                                        or more members of the Group and any
                                        Associated Company, after any deductions
                                        have been made by the payer (or its
                                        agent) of or on account of any tax or
                                        social security contributions and after
                                        any other deductions (other than a
                                        deduction of a Monthly Contribution)
                                        which the payer (or its agent) has made
                                        under any legal obligation or pursuant
                                        to any authority duly given by the
                                        Optionholder

          "Notional Sterling Repayment  in relation to any Application, the
          Value"                        aggregate amount in pounds sterling
                                        (converted from Local Currency using the
                                        Exchange Rate on the Invitation Date) of
                                        38 Monthly Contributions or such other
                                        number of Monthly Contributions as the
                                        Directors may determine in relation to
                                        Options granted on any occasion so as to
                                        be consistent with the bonus rates
                                        payable on a certified contractual
                                        savings scheme within the meaning of
                                        section 326 of the Taxes Act

          "Option"                      a right to acquire Shares which:

                                        (a)  is granted pursuant to, and is
                                             exercisable only in accordance
                                             with, this Plan and which is a
                                             3-year Option; and

                                        (b)  has neither been exercised nor
                                             ceased to be exercisable

                                        4

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          "Option Certificate"          a certificate issued by the Grantor
                                        evidencing the grant of an Option

          "Option Shares"               in relation to an Option, the Shares
                                        over which that Option subsists

          "Option Tax Liability"        in relation to an Optionholder, any
                                        liability of any member or former member
                                        of the Group or any Associated Company
                                        or former Associated Company or any
                                        Relevant Trustee to account to any tax
                                        authority or other body for any amount
                                        of, or representing, income tax or
                                        social security contributions or any
                                        other tax charge levy or other sum which
                                        the Optionholder is charged upon or in
                                        consequence of the grant, vesting,
                                        exercise, assignment or release of an
                                        Option or the acquisition of Shares
                                        under this Plan

          "Optionholder"                in relation to any Option, the person to
                                        whom that Option has been granted or, if
                                        that person has died, his legal personal
                                        representatives

          "Ordinary Share Capital"      issued share capital of the Company
                                        other than fixed-rate preference shares


          "Participating Company"       a member of the Group to which the
                                        Directors have determined that this Plan
                                        shall extend for the time being

          "Personal Data"               has the meaning it bears for the
                                        purposes of the UK Data Protection Act
                                        1998

          "Personal Representatives"    in relation to an Optionholder the legal
                                        personal representatives of the
                                        Optionholder who have satisfied the
                                        Company or the Administrator of their
                                        appointment as such

          "this Plan"                   The Smith & Nephew Belgian Sharesave
                                        Plan (2002) (established by the
                                        Directors pursuant to the authority
                                        conferred upon them by shareholders of
                                        the Company on 3 April 2002) as set out
                                        in these rules and as amended from time
                                        to time

          "Relevant Trustee"            the meaning given in article 71(6) of
                                        the UK Financial Services and Markets
                                        Act 2000 (Regulated Activities) Order
                                        2001

          "Savings"                     in relation to an Optionholder at any
                                        time, the aggregate amount of that
                                        Optionholder's Monthly Contributions
                                        held by the Savings Body together with
                                        any accrued interest thereon

                                        5

<PAGE>

          "Savings Body"                FORTIS Bank or such other bank(s) and/or
                                        other savings institution(s) as may from
                                        time to time be approved by the Company
                                        for the purposes of this Plan

          "Shares"                      fully-paid ordinary shares in the
                                        capital of the Company

          "Subscription Options"        Options which are rights granted by the
                                        Company to subscribe for Shares

          "Subsidiary"                  a subsidiary (as defined in section 736
                                        of the UK Companies Act 1985) of the
                                        Company and which is under the control
                                        of the Company

          "Taxes Act"                   the UK Income and Corporation Taxes Act
                                        1988

          "UK"                          the United Kingdom

          "UK Listing Authority"        the Financial Services Authority in its
                                        capacity as the competent authority for
                                        the purposes of Part VI of the UK
                                        Financial Services and Markets Act 2000


          "year"                        a financial year of the Company.

1.2       References to any statutory provision shall be read and construed as
          references to such provision as amended and re-enacted from time to
          time and no account should be taken of the rule headings which have
          been inserted for ease of reference only.

1.3       If any question, dispute or disagreement arises as to the
          interpretation of this Plan, the decision of the Directors shall
          (except as regards any matter required to be determined by the
          Auditors hereunder) be final and binding upon all persons.

1.4       In any matter in which they are required to act hereunder, the
          Auditors shall be deemed to be acting as experts and not as
          arbitrators and the UK Arbitration Act of 1996 shall not apply in
          relation to any such matter.

1.5       Words denoting the masculine gender shall include the feminine.

1.6       Words denoting the singular shall include the plural and vice versa.

2.        ISSUE OF INVITATIONS

2.1       Subject to the following provisions of this rule 2, the Company may
          from time to time issue, or procure the issue by the Administrator, to
          all persons who are or are expected to be Eligible Employees,
          invitations to apply for the grant of Options.

2.2       Invitations may be issued:

          2.2.1     in the period of 42 days beginning with the fourth Dealing
                    Day following an Announcement Date

                                        6

<PAGE>

          or, if the Company is restricted by statute, order or regulation
          (including any regulation, order or requirement imposed on the Company
          by the London Stock Exchange or any other regulatory authority) from
          issuing invitations in any such period, at any time in the period of
          42 days beginning with the date on which such restriction is removed;
          and

          2.2.2     at any other time if the Directors consider the
                    circumstances to be exceptional unless the Company is or
                    would then be so restricted from issuing invitations at that
                    time.

2.3       Invitations issued to Eligible Employees in Belgium shall be issued at
          the same time and be on the same terms.

2.4       Invitations may be issued in writing or by Electronic Communication or
          in the form of notices, advertisements, circulars or otherwise for the
          general attention of Employees and to which the particular attention
          of individual Employees is drawn by notices issued with pay and salary
          advice slips SAVE THAT an invitation may not be issued to an Eligible
          Employee by Electronic Communication unless that person is known by
          his Employer Company to have personal access during his normal
          business hours to information sent to him by Electronic Communication.

2.5       Each invitation shall:

          2.5.1     identify the Savings Body;

          2.5.2     state that it is a condition of the grant of an Option that
                    the Employee must first undertake to make 36 consecutive
                    monthly savings contributions (by instructing the Employer
                    Company's payroll agency to pay such contributions net of
                    salary) in Local Currency to an account with the Savings
                    Body;

          2.5.3     specify the maximum and minimum amounts of such monthly
                    savings contributions;

          2.5.4     invite the person to whom it is addressed to apply for an
                    Option in respect of such whole number of Shares as shall be
                    as nearly as may be equal to, but shall not exceed, the
                    Individual Share Limit (or such lesser number of Shares as
                    the Company may determine);

          2.5.5     specify the last day on which an Application may be made

          and shall otherwise be in such form as the Grantor shall determine.

2.6       On any occasion on which invitations are issued, the Directors may in
          their discretion (and acting with the consent of the Grantor where
          appropriate) determine and announce the maximum number of Shares in
          respect of which Options will be granted in response to Applications
          made pursuant to such Invitations.

2.7       The amount of an Employee's Monthly Contribution shall be not less
          than the Local Currency equivalent of (GBP)5 and not greater than
          the Local Currency equivalent of (GBP)250 or, in either case, such
          other sum as the Directors may from time to time determine.

2.8       No invitation may be issued after 3 April 2012.

                                        7

<PAGE>

3.        APPLICATIONS FOR OPTIONS

3.1       Any Eligible Employee to whom an Invitation has been issued may apply
          for an Option by submitting to the person specified in the Invitation
          an application in writing which:

          3.1.1     is received at such address as shall be stated in the
                    Invitation not later than the Application Date;

          3.1.2     specifies the amount of the monthly contributions proposed
                    to be paid by the Employee and authorises his Employer
                    Company's payroll agency to transfer such amount (or such
                    lower amount as may be determined by the Directors having
                    regard to the limitations imposed by the Plan) from his pay;

          3.1.3     includes an undertaking by the Employee to his Employer
                    Company to make 36 consecutive monthly savings contributions
                    (in Local Currency) to a Savings Body;

          3.1.4     otherwise complies with such terms and conditions as may
                    have been specified in the Invitation;

          3.1.5     is subject to the Employee continuing to hold employment
                    with a Participating Company until the Date of Grant;

          3.1.6     authorises the transfer and processing of the Applicant's
                    Personal Data for the purposes of the administration of this
                    Plan;

          3.1.7     provides that the Applicant agrees to accept and be bound by
                    the rules of the Plan;

          3.1.8     is duly completed and signed by the Applicant

          and is otherwise in such form as the Directors may determine.

3.2       No Eligible Employee shall make more than one Application nor be
          granted more than one Option in response to the issue of an Invitation
          on any occasion.

4.        GRANT OF OPTIONS

4.1       An Option may be granted by the Company or, if the Company has agreed,
          a Relevant Trustee.

4.2       An Option shall not be granted to any person who is not an Eligible
          Employee at the Date of Grant.

4.3       The maximum number of Shares in respect of which an Option shall be
          granted in response to any Application shall not in any event exceed
          the Individual Share Limit.

4.4       Subject to rule 4.3, the Directors shall have an absolute discretion
          as to whether, and in respect of how many Shares, any Option should be
          granted.

                                        8

<PAGE>

4.5       Options for which Invitations have been issued on any occasion shall
          be granted within a period of 30 days beginning with the Invitation
          Date PROVIDED THAT if on any occasion it is necessary to reduce the
          number of Shares over which Options are granted (so as to avoid
          exceeding the limit set out in rule 7 or otherwise) in one or more
          countries, the Directors may grant such Options at any time within the
          period of 42 days beginning with the Invitation Date.

4.6       As soon as reasonably practicable after the Date of Grant, the Grantor
          shall, or shall procure the, issue to each Optionholder of an Option
          Certificate which specifies:

          4.6.1     the Grantor;

          4.6.2     the Date of Grant;

          4.6.3     the number of Shares in respect of which the Option is
                    granted;

          4.6.4     the Exercise Price;

          4.6.5     the earliest date on which the Option will normally become
                    exercisable;

          4.6.6     that it is a term of the Option that the Optionholder shall
                    (to the extent permitted by law) be responsible for any
                    Option Tax Liability which may arise;

          and shall otherwise be in such form as the Grantor shall determine
          from time to time.

5.        MONTHLY CONTRIBUTIONS

5.1       Subject to rule 5.3, a Monthly Contribution may be made by:

          5.1.1     the Employer Company's payroll agency deducting the whole
                    amount from the Optionholder's Net Pay for the relevant
                    month and paying such amount (on the Optionholder's behalf)
                    to an account with the Savings Body; or

          5.1.2     the Optionholder entering into such other arrangement as may
                    be permitted by the Employer Company (and Belgian laws) for
                    the Monthly Contribution to be paid to an account with the
                    Savings Body.

5.2       An Optionholder's Savings shall be deposited with the Savings Body and
          shall at all times remain the property of the Optionholder so that
          none of the Company, the Optionholder's Employer, the Administrator or
          any Relevant Trustee shall have any interest in such Savings.

5.3       If in any month, and in consequence of an Optionholder being absent
          from work by reason of maternity leave, military service (or such
          other reason which is, in the Directors' opinion, an equivalent
          circumstance or event resulting in a period of temporary suspension in
          employment), the amount of such Optionholder's Net Pay is insufficient
          to allow for the deduction in full of his Monthly Contribution for, or
          in respect of, that month, the Optionholder may make other
          arrangements for payment to the Savings Body of the whole, or any
          balance remaining, of such Monthly Contribution, provided that the
          full amount of such Monthly Contribution is paid to the Savings Body
          not later than 30 days after the end of the relevant month.

                                        9

<PAGE>

5.4       An Option shall not lapse and cease to be exercisable by reason only
          that the Optionholder has failed to make not more than six Monthly
          Contributions (whether by reason of any insufficiency of Net Pay or
          otherwise).

5.5       An Option shall immediately lapse and cease to be exercisable if,
          after six of the Optionholder's Monthly Contributions have not been
          made, a seventh Monthly Contribution is not made by the due date for
          payment.

6.        EXERCISE PRICE

6.1       Subject to rule 14, the Company shall determine the price per Share
          payable upon the exercise of Options granted on the same day to
          Eligible Employees in Belgium, but this shall not be less than:

          6.1.1     the Initial Market Value (rounded up to the nearest whole
                    penny); or, if greater

          6.1.2     in the case of a Subscription Option, the nominal value of a
                    Share.

7.        LIMITATION ON GRANT OF SUBSCRIPTION OPTIONS

7.1       The Company may issue Shares to a Relevant Trustee for the purpose of
          enabling the Relevant Trustee to satisfy its obligation to transfer
          Shares to Optionholders upon the exercise of Options.

7.2       The number of Shares in respect of which Subscription Options may be
          granted in any year, when added to:

          7.2.1     the number of Shares in respect of which Subscription
                    Options have previously been granted (and which, if not
                    exercised, have not ceased to be exercisable); and

          7.2.2     the number of Shares issued or in respect of which rights to
                    subscribe for Shares have previously been granted (and which
                    have neither been exercised, nor ceased to be exercisable)
                    pursuant to any other employee share option or share
                    incentive plan

          in that year and the preceding nine years shall not exceed 10 per cent
          of the Ordinary Share Capital.

7.3       To the extent that a Relevant Trustee has purchased Shares to be
          transferred to Optionholders in satisfaction of any Subscription
          Options, the Shares over which such Options are held shall be left out
          of account for the purposes of this rule 7.

8.        EXERCISE OF AN OPTION

8.1       Subject to:

          8.1.1     the following provisions of this rule 8, rules 12 and 13;
                    and

          8.1.2     such other terms which may expressly be permitted by the
                    Directors (with the consent of the Grantor, if appropriate)
                    and notified in writing to the Optionholder

                                       10

<PAGE>

          an Option shall only be exercisable within the period of 6 months
          beginning with the Exercise Date and, if not then exercised, shall
          lapse and cease to be exercisable at the end of that period.

8.2       If an Optionholder dies within the period of 6 months beginning on or
          after the Exercise Date, his Personal Representatives may exercise
          that Option to the extent permitted by rule 8.4, during the period of
          12 months beginning on the Exercise Date. If it is not then exercised
          that Option shall lapse and cease to be exercisable at the end of such
          12-month period.

8.3       If at any time before the Exercise Date an Optionholder ceases to hold
          employment with a member of the Group or an Associated Company or a
          Jointly Owned Company for any reason other than those mentioned in
          rules 8.1.2 and 8.2, all Options granted to him shall immediately
          lapse and cease to be exercisable.

8.4       An Option may only ever be exercised:

          8.4.1     subject to the Optionholder not having failed to make any
                    Monthly Contributions, pursuant to rules 8.1 and 8.2 in
                    respect of all of the Option Shares; or

          8.4.2     pursuant to rules 12 or 13 (or pursuant to rules 8.1 and 8.2
                    if the Optionholder has failed to make one or more Monthly
                    Contributions), in respect of such number of Shares as is
                    equal to:

                    C X D / 36

                    where:

                    C is the number of Option Shares; and

                    D is the number of Monthly Contributions actually made by
                    the Optionholder before the date of exercise of the Option

          or, in either case, such lesser number of Option Shares as the
          Optionholder may specify in the notice of exercise given pursuant to
          rule 9.1.

8.5       For the purposes of this rule 8, an Optionholder shall not be treated
          as ceasing to hold employment within the Group until he no longer
          holds any office as a director or any employment with any member of
          the Group or any Associated Company or any Jointly Owned Company.

8.6       An Option may not be exercised more than once.

8.7       In deciding whether and when to exercise an Option, an Optionholder
          shall have regard to the Model Code.

9.        MANNER OF EXERCISE OF AN OPTION

9.1       An Option shall be exercised only by the Optionholder giving notice in
          writing to the Grantor or, if so directed by the Company, the
          Administrator, which:

          9.1.1     is given at any time when the Option is exercisable;

                                       11

<PAGE>

          9.1.2     specifies the number of Shares in respect of which the
                    Option is exercised in accordance with rule 8.4;

          9.1.3     is accompanied by payment of an amount in pounds sterling
                    equal to the Acquisition Cost;

          9.1.4     unless the Grantor otherwise permits, is accompanied by the
                    Option Certificate

          and is otherwise in such form as the Grantor may from time to time
          determine and notify to the Optionholder.

9.2       Within 30 days after the date on which the Grantor (or the
          Administrator) shall have received a valid notice of exercise of an
          Option the Grantor shall procure that:

          9.2.1     the monies accompanying that notice are applied in payment
                    of the Acquisition Cost for the number of Shares in respect
                    of which the Option is then exercised; and

          9.2.2     subject to rules 9.3 and 9.6, the number of Shares in
                    respect of which the Option is then exercised are allotted
                    and issued or transferred to or to the order of the
                    Optionholder.

9.3       The Grantor shall not be obliged to issue, transfer or procure the
          transfer of any Shares or any interest in any Shares upon the exercise
          of an Option unless and until the Optionholder has paid to the Grantor
          such sum as, in the opinion of the Company, is sufficient to indemnify
          any existing or former member of the Group or any existing or former
          Associated Company or any Relevant Trustee in full against any Option
          Tax Liability or has made such other arrangement as, in the opinion of
          the Company, will ensure that the Optionholder will satisfy his
          liability under such indemnity.

9.4       As soon as reasonably practicable after allotting or transferring any
          Shares as mentioned in rule 9.2.2, the Grantor shall procure:

          9.4.1     the issue to the Optionholder of a definitive share
                    certificate or such acknowledgement of shareholding as is
                    prescribed from time to time in respect of the Shares so
                    allotted or transferred; and

          9.4.2     if at that time the Shares are listed on the Daily Official
                    List, that any Shares so allotted are admitted to the Daily
                    Official List.

9.5       If after an Option has been exercised, the Grantor is restricted from
          issuing, transferring or procuring the transfer of Shares to the
          Optionholder by reason of any statutory, regulatory or other legal
          provision, rule or the Model Code or any other requirement or guidance
          which is issued by the UK Listing Authority or any other body on
          behalf of institutional investors in the Company relating to dealings
          in Shares by directors or employees of any member of the Group, the
          Grantor shall not be obliged to issue, transfer or procure the
          transfer of Shares in consequence of such exercise until after all
          such restrictions are lifted but shall do so within the period of 30
          days thereafter.

                                       12

<PAGE>

9.6       The allotment or transfer of any Shares upon the exercise of an Option
          shall be subject to the Memorandum and Articles of Association of the
          Company and to any necessary consents of any governmental or other
          authorities (whether in the United Kingdom or overseas) under any
          enactments or regulations from time to time in force and it shall be
          the responsibility of the Optionholder to do all such things as may be
          necessary to obtain or obviate the necessity of any such consent.

9.7       All Shares allotted or transferred upon the exercise of any Option
          shall rank equally in all respects with the Shares for the time being
          in issue save as regards any rights attaching to such Shares by
          reference to a record date prior to the date of such allotment or
          transfer.

9.8       The costs of stamp duty and dealing costs and commissions incurred
          when Shares are purchased upon the exercise of an Option shall be
          borne by the Company.

10.       NON-TRANSFERABILITY AND LAPSE OF OPTIONS

10.1      During his lifetime only the individual to whom an Option is granted
          may exercise that Option.

10.2      An Option shall immediately lapse and cease to be exercisable if:

          10.2.1    it is transferred or assigned (other than to Personal
                    Representatives of the Optionholder), mortgaged, charged or
                    otherwise disposed of by the Optionholder;

          10.2.2    the Optionholder becomes bankrupt or makes, or proposes to
                    make, a voluntary arrangement with all or any of his
                    creditors in accordance with any applicable laws relating to
                    personal insolvency;

          10.2.3    the Optionholder is not or ceases for any other reason
                    (except his death) to be the sole legal and beneficial owner
                    of the Option free from encumbrances or would not, upon the
                    exercise of the Option, be the sole legal and beneficial
                    owner of the Shares thereby acquired, free from
                    encumbrances;

          10.2.4    (unless in any individual case the Company otherwise
                    determines) the Optionholder, whilst remaining in employment
                    with a member of the Group or an Associated Company or a
                    Jointly Owned Company, instructs his Employer Company's
                    payroll agency to cease deducting Monthly Contributions from
                    his salary;

          10.2.5    if, after six of the Optionholder's Monthly Contributions
                    have not been made for any reason, a seventh Monthly
                    Contribution is not made on the due date for payment; or

          10.2.6    (unless in any individual case the Company otherwise
                    determines) an Optionholder obtains repayment of any of his
                    savings contributions (or interest on such contributions)
                    unless such Option is then immediately exercisable pursuant
                    to rules 8.2, 12, 13 or in any other circumstances expressly
                    permitted by the Directors (acting with the consent of the
                    Grantor).

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10.3      Save as mentioned in rule 8.2, an Option shall in any event lapse and
          cease to be exercisable at the end of the period of 6 months beginning
          with the Exercise Date.

11.       RELATIONSHIP WITH EMPLOYMENT CONTRACT

11.1      The grant of an Option shall not form part of the Optionholder's
          entitlement to remuneration or benefits pursuant to his contract of
          employment nor shall the existence of a contract of employment between
          any person and any present or past member of the Group or Associated
          Company or Jointly Owned Company, give such person any right
          entitlement or expectation to have an Option granted to him in respect
          of any number of Shares or any expectation that an Option might be
          granted to him or that he will be invited to apply for the grant of an
          Option whether subject to any conditions or at all.

11.2      Neither the existence of this Plan nor the fact that an individual has
          on any occasion been granted an Option (or been invited to apply for
          the grant of an Option) shall give such individual any right
          entitlement or expectation that he has or will in future have any such
          right entitlement or expectation to participate in this Plan by being
          granted an Option (or invited to apply for the grant of an Option) on
          any other occasion.

11.3      The rights granted to an Optionholder upon the grant of an Option
          shall not afford the Optionholder any rights or additional rights to
          compensation or damages in consequence of the loss or termination of
          his office or employment with any present or past member of the Group
          or Associated Company or Jointly Owned Company for any reason
          whatsoever (whether or not such termination is ultimately held to be
          wrongful or unfair).

11.4      The rights and obligations of an Optionholder under the terms of his
          contract of employment with any present or past member of the Group or
          Associated Company or Jointly Owned Company shall not be affected by
          the grant of an Option or his participation in this Plan.

11.5      An Optionholder shall not be entitled to any compensation or damages
          for any loss or potential loss which he may suffer by reason of being
          unable to exercise an Option in whole or in part in consequence of the
          loss or termination of his office or employment with any present or
          past member of the Group or Associated Company or Jointly Owned
          Company for any reason whatsoever (whether or not such termination is
          ultimately held to be wrongful or unfair).

12.       DEMERGER, RECONSTRUCTION OR WINDING-UP OF THE COMPANY

12.1      If notice is given to shareholders of the Company of a proposed
          demerger of the Company or of any Subsidiary the Company may give
          notice to Optionholders that Options may then be exercised within such
          period (not exceeding 30 days) as the Company may specify in such
          notice to Optionholders SAVE THAT no such notice to Optionholders
          shall be given unless the Auditors have confirmed in writing to the
          Company that the interests of Optionholders would or might be
          substantially prejudiced if before the proposed demerger has effect
          Optionholders could not exercise their Options and be registered as
          the holders of the Shares thereupon acquired.

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12.2      If the court sanctions a compromise or arrangement proposed for the
          purposes of or in connection with a scheme for the reconstruction of
          the Company or its amalgamation pursuant to section 425 of the UK
          Companies Act 1985 the Optionholder shall be entitled to exercise his
          Option during the period of 6 months commencing on the date on which
          the court sanctions the compromise or arrangement, and thereafter the
          Option shall lapse and cease to be exercisable.

12.3      If notice is given to the shareholders of the Company of a resolution
          for the voluntary winding-up of the Company, notice of the same shall
          be given to all Optionholders and each Optionholder shall be entitled
          to exercise his Option at any time within the period of 6 months
          commencing on the date on which the resolution is passed.

12.4      All Options shall immediately lapse and cease to be exercisable upon
          the commencement of a winding-up of the Company.

13.       TAKE-OVER OF THE COMPANY

13.1      If, as a result of either:

          13.1.1    a general offer to acquire the whole of the Ordinary Share
                    Capital which is made on a condition such that if it is
                    satisfied the person making the offer will have control of
                    the Company; or

          13.1.2    a general offer to acquire all the shares in the Company of
                    the same class as the Shares

          the Company shall come under the control of another person or persons,
          an Optionholder shall be entitled to exercise his Option to the extent
          permitted by rule 8.4 within the period of 6 months beginning with the
          date when the person making the offer has obtained control of the
          Company and any condition subject to which the offer is made has been
          satisfied. To the extent that the Option is not then exercised, it
          shall lapse and cease to be exercisable at the end of such period.

13.2      If at any time any person becomes entitled or bound to acquire shares
          in the Company under sections 428 to 430F (inclusive) of the Companies
          Act 1985 an Optionholder shall be entitled to exercise his Option to
          the extent permitted by rule 8.4 at any time when that person remains
          so entitled or bound. To the extent that the Option is not then
          exercised, it shall lapse and cease to be exercisable at the end of
          such period.

13.3      For the purposes of the preceding provisions of this rule 13 a person
          shall be deemed to have control of the Company if he and others acting
          in concert with him have together obtained control of it.

14.       VARIATION OF SHARE CAPITAL

14.1      In the event of any alteration of the Ordinary Share Capital by way of
          a capitalisation or rights issue or by way of sub-division,
          consolidation, reduction or any other variation in the share capital
          of the Company the Grantor may make such adjustments as it considers
          appropriate:

          14.1      to the aggregate number of Shares subject to any Option;

          14.2      to the Exercise Price; and/or

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          14.3      if an Option has been exercised but no Shares have been
                    allotted or transferred, to the number of Shares which may
                    be so allotted or transferred and the Acquisition Cost
                    relating to such Shares

          PROVIDED THAT:

          (a)  except in the case of a subdivision, consolidation or
               capitalisation issue any such adjustment is confirmed in writing
               by the Auditors to be in their opinion fair and reasonable;

          (b)  the aggregate Acquisition Cost payable by an Optionholder on the
               exercise of all of his Options shall not be materially altered;

          (c)  except insofar as the Directors, on behalf of the Company, may
               then agree to capitalise the Company's reserves and apply the
               same in paying up the difference between the Exercise Price and
               the nominal value of the Shares at the time of exercise, the
               Exercise Price in relation to a Subscription Option is not
               reduced below the nominal value of those Shares;

          (d)  the number of Shares as so adjusted shall be rounded down to the
               nearest whole number and the Exercise Price as so adjusted shall
               be rounded up to the nearest whole penny; and

          (e)  if the Grantor is not the Company, no such adjustment shall be
               made without the consent of the Grantor.

14.2      As soon as reasonably practicable after making any adjustment pursuant
          to rule 14.1 the Grantor shall give notice in writing thereof to every
          Optionholder affected thereby and may call in any Option Certificates
          for endorsement or replacement.

15.       ALTERATION OF THIS PLAN

15.1      The Directors may at any time (with the prior consent of the Grantor)
          by resolution in writing alter or add to any of the provisions of this
          Plan in any respect PROVIDED THAT:

          15.1.1    no such alteration or addition shall be made to the
                    advantage of existing or new Optionholders to the provisions
                    relating to eligibility to participate, basis of determining
                    entitlement to Optionholders' rights to acquire shares,
                    exercise price, overall and individual limitations on the
                    grant of options under this Plan and the adjustment of such
                    rights in the event of a variation of Ordinary Share Capital
                    without the prior approval by ordinary resolution of the
                    shareholders of the Company in general meeting SAVE THAT
                    this provision shall not apply to the extent that such
                    alteration or addition is in the opinion of the Directors a
                    minor amendment which is necessary or appropriate:

                    (a)  to benefit the administration of this Plan;

                    (b)  to take account of a change in legislation; or

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                    (c)  to obtain or maintain favourable tax, exchange control
                         or regulatory treatment for participants in the Plan or
                         for the Company or any member of the Group in any
                         jurisdiction;

          15.1.2    if in relation to any Options the Grantor is not the
                    Company, no alteration or addition shall be made to the
                    terms of such Options without the approval of the Grantor;
                    and

          15.1.3    as soon as reasonably practicable after making any such
                    alteration or addition the Directors (on behalf of the
                    Grantor) shall give notice in writing thereof to every
                    Optionholder (if any) affected thereby.

16.       SERVICE OF DOCUMENTS

16.1      Except as otherwise provided in this Plan, any notice or document to
          be given by, or on behalf of, the Company or other Grantor or the
          Administrator to any person in accordance or in connection with this
          Plan shall be duly given:

          16.1.1    by sending it through the post in a pre-paid envelope to the
                    address last known to the Company to be his address and, if
                    so sent, it shall be deemed to have been duly given on the
                    date of posting; or

          16.1.2    if he holds office or employment with any member of the
                    Group or any Associated Company, by delivering it to him at
                    his place of work or by sending to him a facsimile
                    transmission or Electronic Communication addressed to him at
                    his place of work and if so sent it shall be deemed to have
                    been duly given at the time of transmission SAVE THAT a
                    notice or document shall not be duly given by Electronic
                    Communication unless that person is known by his Employer
                    Company to have personal access during his normal business
                    hours to information sent to him by Electronic
                    Communication.

16.2      Any notice or document so sent to an Employee or Optionholder shall be
          deemed to have been duly given notwithstanding that such Optionholder
          is then deceased (and whether or not the Company or other Grantor has
          notice of his death) except where his Personal Representatives have
          supplied to the Company an address to which documents are to be sent.

16.3      Any notice in writing or document to be submitted or given by an
          Optionholder to the Grantor, the Company or the Administrator in
          accordance or in connection with this Plan may be delivered, sent by
          post, facsimile transmission or Electronic Communication but shall not
          in any event be duly given unless:

          16.3.1    it is actually received (or, in the case of an Electronic
                    Communication, opened) by the secretary of the Company or
                    such other individual as may from time to time be nominated
                    by the Company and whose name and address is notified to
                    Optionholders; and

          16.3.2    if given by Electronic Communication (and is so required by
                    the Company), it includes a digitally encrypted signature of
                    the Optionholder.

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16.4      For the purposes of this Plan, an Electronic Communication shall be
          treated as not having been duly made or received if the recipient of
          such Electronic Communication notifies the sender that it has not been
          opened because it contains, or is accompanied by a warning or caution
          that it could contain or be subject to, a virus or other computer
          programme which could alter damage or interfere with any computer
          software or Electronic Communication.

17.       APPLICABLE LAW

17.1      This Plan shall be governed by and construed in all respects in
          accordance with English law.

17.2      In applying for the grant of an Option an Eligible Employee shall be
          deemed to submit to the exclusive jurisdiction of the English courts
          as regards any claim legal action or proceedings arising out of this
          Plan and to waive any objection to such proceedings taking place in
          the English courts on the grounds of venue or on the grounds that such
          proceedings have been brought in an inconvenient forum.

18.       THIRD PARTY RIGHTS

          Except as otherwise expressly stated to the contrary, neither this
          Plan nor the grant of any Option nor the U.K. Contracts (Rights of
          Third Parties) Act 1999 shall have the effect of giving any third
          party any rights under this Plan and that Act shall not apply to this
          Plan or to the terms of any Option granted pursuant to this Plan.

19.       PROTECTION OF PERSONAL DATA

19.1      By accepting the grant of an Option the Optionholder shall agree and
          consent to:

          19.1.1    the collection, use and processing by any member of the
                    Group, the Administrator and any Relevant Trustee of
                    Personal Data relating to the Optionholder, for all purposes
                    reasonably connected with the administration of this Plan
                    and the subsequent registration of the Optionholder or any
                    other person as a holder of Shares acquired pursuant to the
                    exercise of an Option;

          19.1.2    any member of the Group, the Administrator and any Relevant
                    Trustee transferring Personal Data to or between any of such
                    persons for all purposes reasonably connected with the
                    administration of the Plan;

          19.1.3    the use of such Personal Data by any such person for such
                    purposes; and

          19.1.4    the transfer to and retention of such Personal Data by any
                    third party for such purposes.

20.       MISCELLANEOUS

20.1      The Company shall at all times keep available sufficient authorised
          but unissued Shares to satisfy the exercise in full of all the
          Subscription Options for the time being remaining capable of being
          exercised under this Plan.

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20.2      No Option to purchase existing Shares shall be granted by any person
          unless that person beneficially owns such Shares at the Date of Grant
          or the Directors are satisfied that sufficient Shares will be made
          available to satisfy the exercise in full of all Options granted or to
          be granted by that person.

20.3      The Directors may from time to time make and vary such rules and
          regulations not inconsistent herewith and establish such procedures
          for the administration and implementation of this Plan as they think
          fit. In the event of any dispute or disagreement as to the
          interpretation of this Plan or of any such rules, regulations or
          procedures or as to any question or right arising from or related to
          this Plan, the decision of the Directors shall (except as regards any
          matter required to be determined by the Auditors hereunder) be final
          and binding upon all persons.

20.4      The Company shall not be obliged to provide Optionholders with copies
          of any notices, circulars or other documents sent to holders of
          Shares.

20.5      The costs of the administration and implementation of this Plan shall
          be borne by the Company.

20.6      The issue of an Invitation on any occasion is made at the Company's
          discretion. No entitlement to the issue of an Invitation, the grant of
          an Option and/or the issue of Shares in the future shall thereby be
          created on the grounds that such Invitations were issued or Options
          were granted in the past nor on the grounds that Options may
          previously have been granted over a particular number of Shares at a
          certain price. Even the repeated grant of Options and/or the issue of
          Shares shall not create future entitlements to receive Options and/or
          Shares at all or to be granted Options over a specific number of
          Shares or at a specific price.

20.7      If any provision of this Plan is held invalid, illegal or
          unenforceable for any reason by any court of competent jurisdiction,
          such provision shall be severed and the remainder of the provisions of
          this Plan shall continue in full force and effect as if this Plan had
          been established with the invalid, illegal or unenforceable provision
          eliminated.

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