RULES OF THE IMS
                                HEALTH EUROPEAN
                                    DEFERRED
                               COMPENSATION PLAN












EFFECTIVE DATE: The Plan shall be effective as of December 1, 2000


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                                 INDEX

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    RULE                            SUBJECT MATTER
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      1.                              DEFINITIONS
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      2.                                AWARDS
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      3.                          FORFEITURE OF AWARDS
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      4.                                LIMITS
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      5.                           INVESTMENT SHARES
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      6.                           TAX AND SECURITIES
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      7.                   CESSATION OF EMPLOYMENT BY GROUP
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      8.                    EMPLOYEES RIGHTS/MISCELLANEOUS
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      9.   CHANGE OF CONTROL, RECONSTRUCTION, TAKE-OVER AND WINDING UP OF THE
                                     PARENT COMPANY
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     10.                       REGULATIONS AND AMENDMENTS
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     11.                                NOTICES
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     12.                              TERMINATION
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     13.                             GOVERNING LAW
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                             RULES OF THE IMS HEALTH
                       EUROPEAN DEFERRED COMPENSATION PLAN

1.   DEFINITIONS

     1.1. In these Rules the following words and expressions have the following
          meanings:-
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      "Act"            the Income and Corporation Taxes Act 1988.
     ---------------------------------------------------------------------------
      "Adoption Date"  the date as of which the Plan was approved by
                       resolution of the Committee.
      -------------------------------------------------------------------------
      "Administrator"  shall mean the person or persons to whom
                       the Committee has delegated authority to take action
                       under the Plan.
      -------------------------------------------------------------------------
      "Award"          the award of a deferred and conditional entitlement to
                       Trust Property in accordance with these Rules.
      -------------------------------------------------------------------------
      "Award           the document issued by the Trustees evidencing an
      Certificate"     intention to provide an Award under Rule 2 and which
                       will be in such form as the Committee may from time to
                       time prescribe and such document will be sent to each
                       Participant as soon as practical after the grant of an
                       Award.
      -------------------------------------------------------------------------
      "Committee"      shall mean the Compensation & Benefits Committee of the
                       Board of Directors of the Parent Company or any other
                       directors of the Parent Company designated as the
                       Committee by the Board of Directors of the Parent
                       Company. The Committee may delegate any or all of its
                       functions to the Administrator.
      -------------------------------------------------------------------------
      "Company"        shall mean as applicable:-

                           (a) IMS Health HQ Limited, whose registered
                               office is at 7 Harewood Avenue, London, NW1
                               6JB;

                           (b) Intercontinental Medical Statistics
                               International, Ltd., whose registered office
                               is at Pennsylvania Railroad Building, 110
                               South French Street, Suite 402, Wilmington,
                               DE, 19801; or

                           (c) any member of the Group.
      -------------------------------------------------------------------------
      "Control"        control within the meaning of Section 840 of the Act
                       and "Controlled" shall be construed accordingly.
      -------------------------------------------------------------------------

                                       3


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

      "Date of         such date prior to the Date of Entitlement determined
      Determination"   by the Trustees in their discretion on the
                       recommendation of the Committee provided that such date
                       shall be the date the Trustees receive notification of
                       the occurrence of any of the events stipulated in Rule 9
                       or such date shall be the date when the Trustees
                       determine to Release an Award on the cessation of a
                       Participant's Employment in accordance with the
                       provisions of Rule 7.
      -------------------------------------------------------------------------
      "Date of         the date on which a Participant becomes
      Entitlement"     unconditionally entitled to the Award which shall be
                       the earliest of the following specified dates:-

                           (a) the date specified in the Award Certificate;

                           (b) any other date specified by the Trustees in
                               writing to the Participant and the Committee.

                           A Participant shall have no interest in any Trust
                           Property until the date of entitlement. For the
                           avoidance of doubt any right arising at the date of
                           entitlement shall be conditional on the relevant
                           Participant not having been dismissed for good cause
                           prior to the date of entitlement.
      -------------------------------------------------------------------------
      "Effective Date" the date when the Plan was approved by the Parent
                       Company.
      -------------------------------------------------------------------------
      "Date of Grant"  the date on which an Award is granted pursuant
                       to the provisions of Rule 2.
      -------------------------------------------------------------------------
      "Directors"      the board of directors of from time to time of the Parent
                       Company or the directors present at a duly convened
                       meeting of the directors of Parent Company or a duly
                       appointed committee of the board of directors at which a
                       quorum is present.
      -------------------------------------------------------------------------
      "Eligible        an employee or director of a Group Company who:-
      Employee"            (a)   devotes a substantial part of his working
                                 time to service with one or more Group
                                 Companies; and

                           (b)   is not on the Date of Grant under notice
                                 to cease Employment with a Group Company;
                                 or

                           (c)   any person designated an eligible employee by
                                 the Committee in its discretion; or

                        a trustee on behalf of such employee or director, and
                        who in each

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

                                       4

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      --------------------------------------------------------------------------
                        such case, has been approved as an eligible employee for
                        the purposes of the Plan for the Plan Year in question
                        by the Committee.
      -------------------------------------------------------------------------
      "Employment"     the subsistence of a contract of employment or contract
                       for services with a Group Company and "Employed" shall be
                       construed accordingly.
      -------------------------------------------------------------------------
      "Group"          means the Company; and

                       (a)  Subsidiaries of the Company; and

                       (b)  any company which is its Holding Company; and

                       (c)  Subsidiaries of its Holding Company.

                        and "Group Company" shall be construed accordingly.
      -------------------------------------------------------------------------
      "Holding         a holding company as defined by Section 736 of the
      Company"          Companies Act 1985.
      -------------------------------------------------------------------------
      "Investment      any Trust Property unconditionally transferred on the
      Shares"          Date of Entitlement provided in addition to a
                       Participant's Award as stated in the Award Certificate.
      -------------------------------------------------------------------------
      "Notional        a notional investment with a notional value of (pound)1
      Investment"      at the Date of Grant. An Eligible Employee and/or
                       Participant shall have no right to the payment howsoever
                       of the notional investment in any form whatsoever.
      -------------------------------------------------------------------------
      "Parent          Company" IMS Health Incorporated whose registered office
                       is at 200 Nyala Farms, Westport CT 06880.
      -------------------------------------------------------------------------
      "Participant"     an Eligible Employee who has been granted and still has
                        a subsisting Award under the Plan. Reference to a
                        Participant shall include where the context so admits or
                        requires, his personal representative.
      -------------------------------------------------------------------------
      "Plan"            the IMS Health European Deferred Compensation Plan as
                        established by these Rules and Schedules and subject to
                        any amendments made from time to time in accordance with
                        these Rules and Schedules.
      -------------------------------------------------------------------------
      "Plan Year"       1st January to 31st December.
      -------------------------------------------------------------------------

                                       5

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      -------------------------------------------------------------------------
      "Retirement      the Participant's normal retirement date under his
      Date"            contract of employment or such other date as the
                       Committee may determine.
      -------------------------------------------------------------------------
      "Release"        when the Participant becomes unconditionally entitled to
                       the Award and any Investment Shares (such Investment
                       Shares, if any, will be provided in accordance with the
                       provisions of Rule 5) which will normally be on the Date
                       of Entitlement and "Released" shall be construed
                       accordingly.
      -------------------------------------------------------------------------
      "Relevant        the period between the Date of Grant of an Award and
      Period"          the Date of Determination of such Award.
      -------------------------------------------------------------------------
      "Rules"          these rules and the Schedules to these rules as amended
                       from time to time, in accordance with the amendment
                       provisions of these rules.
      -------------------------------------------------------------------------
      "Schedule"       the schedule to these Rules.
      -------------------------------------------------------------------------
      "Specified       the investment specified by the Trustees which may be
      Investment Fund"  selected on recommendation by the Committee.
      -------------------------------------------------------------------------
      "Subsidiary"     a subsidiary company as defined by Section 736 of the
                        Companies Act 1985.
      -------------------------------------------------------------------------
      "Tax"             includes any present or future tax, levy, impost, duty,
                        charge, fee, deduction or withholding of any nature
                        including, without limitation, employee's national
                        insurance contributions and social contributions, and
                        interest or penalties in respect thereof.
      -------------------------------------------------------------------------
      "Trust"          the IMS Health European General Employee Benefit Trust
                        and "Trustees" shall be construed accordingly.
      -------------------------------------------------------------------------
      "Trust Property" has the meaning given in the Trust deed.
      -------------------------------------------------------------------------

                                       6
<PAGE>


 1.2. Word or expressions defined in the Act and the United Kingdom Companies
      Acts 1985 and 1989 shall bear the same meanings in these Rules and where
      there is a conflict the definitions in the Act and the United Kingdom
      Companies Acts 1985 and 1989 shall take precedence.

 1.3. Where the context so admits or requires words importing the singular shall
      include the plural and vice versa and words importing the masculine shall
      include the feminine and neuter.

 1.4. Any reference to a statute or statutory provision shall be construed as if
      it referred also to that statute or provision as the same may from time to
      time be consolidated, replaced, amended or re-enacted and to any related
      statutory instrument or other subordinate legislation in force from time
      to time.

 1.5  Reference to a "company" shall be construed to include any company,
      corporation or other body corporate, wherever and however incorporated or
      established.

 1.6. References to a "person" shall be construed so as to include any
      individual, firm, company, government, state or agency of state, local or
      municipal authority or government body or any joint venture, association
      or partnership (whether or not having a separate legal personality).

 1.7  Wherever the Rules refer to the Committee having the ability to determine,
      decide or change matters howsoever this will mean that the Committee shall
      be entitled to do so in its sole, absolute and unfettered discretion and
      no person shall have any right to challenge, dispute or appeal whatsoever
      against the Committee's determination, decision or change howsoever made.
      The Committee may delegate some or all of its functions to the
      Administrator.

 1.8. The Committee shall administer the Plan in accordance with its
      terms, and shall have the power necessary to accomplish such
      purpose, including the power and authority to construe and
      interpret the Plan, to define the terms used herein, to
      prescribe, amend or rescind rules and regulations, agreements,
      forms, and notices relating to the administration of the Plan,
      and to make all other determinations necessary or advisable for
      the administration of the Plan. Any actions by the Committee with
      respect to the Plan shall be conclusive and binding upon all
      persons interested in the Plan, except that any action of the
      Administrator shall not be binding on the Committee. The
      Committee and the Administrator may each appoint agents and
      delegate thereto powers and duties under the Plan, except as
      otherwise limited by the Plan.

 1.9. The Administrator shall be appointed by, and shall remain in
      office at the will of, and may be removed, with or without cause,
      by the Committee. The Administrator may resign at any time. The
      Administrator shall not be entitled to act on or decide any
      matter relating solely to himself or herself or any of his or her
      rights or benefits under the Plan. The Administrator shall not
      receive any special compensation for serving in his or her
      capacity as Administrator but shall be reimbursed for any
      reasonable expenses incurred in connection therewith. No bond or
      other security need be required of the Administrator in any
      jurisdiction.

1.10. Each member of the Committee and the Administrator shall be entitled to,
      in good faith, rely or act upon any report or other information furnished
      to him or her by any officer or other employee of the Parent Company or
      any Group Company, the Parent Company's or


                                       7
<PAGE>

      any Group Company's independent certified public accountants, executive
      compensation consultants, legal counsel, or other professional retained by
      the Parent Company or any Group Company to assist in the administration of
      the Plan. To the maximum extent permitted by law, no member of the
      Committee or the Administrator, nor any person to whom ministerial duties
      have been delegated, shall be liable to any person for any action taken or
      omitted in good faith in connection with the interpretation or
      administration of the Plan.

1.11. To the maximum extent permitted by law, members of the Committee and the
      Administrator shall be fully indemnified and protected by the Parent
      Company or any Group Company with respect to any action taken or omitted
      in good faith in connection with he interpretation or administration of
      the Plan.

1.12. The headings are included for convenience only and shall not affect the
      interpretation or construction of these Rules and Schedules.

2.    AWARDS

2.1.  In respect of each Plan Year the Committee shall determine whether to
      recommend to the Trustees to make Awards under the Plan, and if so
      determined by the Committee, the Committee shall recommend to the
      Trustees:

      (a)   which Eligible Employees shall be offered participation in the Plan
            for that Plan Year;

      (b)   the value of the Awards made to such Eligible Employees;

      (c)   the Date of Entitlement for Awards; and

      (d)   any other terms and conditions that the Committee recommend apply to
            such Awards.

2.2.  As soon as reasonably practicable after the Committee's recommendation has
      been received by the Trustees in accordance with the provisions of Rule
      2.1 above, the Trustees shall determine whether to follow such
      recommendation. If the Trustees do determine to follow such recommendation
      the Trustees shall as soon as reasonably practicable issue Award
      Certificates to Participants granted an Award.

2.3.  All grants of Awards by the Trustees shall be subject to the requirement
      that the Eligible Employee and/or Participant is in the Employment of a
      Group Company on the Date of Grant.

2.4.  The Award Certificate shall state:

      (a)   the name and usual address of the Participant;

      (b)   the Date of Grant;

      (c)   the value of the Award;


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      (d)   the Date of Entitlement; and

      (e)   any other terms and conditions that apply to the Award.

2.5.  If the Trustees determine not to follow the recommendation of the
      Committee made in accordance with Rule 2.1 pursuant to Rule 2.2 such
      recommendation shall forthwith lapse and unless the Committee determines
      otherwise no Awards shall be granted for that Plan Year.

2.6.  The Trustees shall at all times retain the discretion to satisfy all or
      any part of an Award in such form as they shall determine subject to a
      requirement to notify the Committee of the form in which such Award will
      be provided prior to such satisfaction.

2.7.  A Participant may at any time prior to the Release of an Award renounce
      the Award and any prospective rights under the Award in whole, but not in
      part, by serving notice in writing on the Committee of such intention.
      Such Participant's notice shall be effective from the date of receipt by
      the Trustees of notice by the Committee of such renounciation, the
      Committee to provide such notice to the Trustees immediately on receipt of
      such Participant's notice.

3.    FORFEITURE OF AWARDS

3.1.  An Award shall be personal to a Participant and neither the Award nor any
      prospective rights under the Award may be transferred, assigned, pledged,
      charged or otherwise disposed of by a Participant to any other person and
      if a Participant shall do, suffer or permit any such act or thing, that
      Award shall lapse. For the avoidance of doubt this Rule 3.1 does not
      confer any right upon any Participant prior to the Date of Entitlement.

4.    LIMITS

4.1.  No Awards shall be granted later than the tenth anniversary of the
      Adoption Date unless the Plan is extended pursuant to Rule 12.2.

4.2.  The Committee may in its discretion determine individual limits for
      Participants in each territory in which the Plan operates.

5.    INVESTMENT SHARES

5.1.  The Trustees may exercise their discretion to provide a Participant with a
      number of Investment Shares on the Date of Entitlement in addition to such
      Participant's Award.

5.2.  The number of Investment Shares that a Participant may become entitled to
      shall be calculated in accordance with the provisions of Rule 5.3 and
      shall depend upon the performance of one or more Specified Investment
      Funds during the Relevant Period.

5.3.  The performance of the Specified Investment Fund shall be calculated as
      follows:-

      (a)   at the Date of Grant a Notional Investment shall be made in the
            Specified Investment Fund for each Participant granted an Award for
            the relevant Plan Year, or if there is more than one Specified
            Investment Fund the Notional Investment shall


                                       9
<PAGE>


            be invested in the Specified Investment Funds in such proportions as
            the Trustees in their discretion determine;

      (b)   at the Date of Determination the value of the Notional Investment
            shall be calculated as of that date;

      (c)   the value of the Notional Investment calculated in accordance with
            Rule 5.3(b) above shall then have deducted from it the value of such
            Notional Investment at the Date of Grant. The balance after such
            deduction shall be divided by the value of such Notional Investment
            at the Date of Grant, resulting in a multiplier;

      (d)   such multiplier shall be multiplied by the value of the Award at the
            Date of Grant, the result thereof shall be the value of the
            Investment Shares.

5.4.  If the value of the Investment Shares calculated in accordance with the
      provisions of Rule 5.3 above is greater than zero, Investment Shares equal
      to this value may be provided to the Participant at the Date of
      Entitlement.

5.5.  If the value of the Investment Shares calculated in accordance with the
      provisions of Rule 5.3 above is less than zero, such value shall be
      deducted from the value of the Award provided to the Participant on the
      Date of Entitlement.

6.    TAX

6.1.  The grant of an Award to a Participant under the Plan shall be conditional
      upon the agreement of that Participant to indemnify the Parent Company or
      Group Company for any:

      (a)   Income Tax payable in respect of such Award and where applicable any
            related Investment Shares pursuant to the Income Tax (Employments)
            (Notional Payments) Regulations 1996 or otherwise; and

      (b)   employee's National Insurance contributions payable in respect of
            such Award and where applicable any related Investment Shares; and

      (c)   any other Tax payable in respect of the Award (the payments together
            referred to as the "Tax Payment");

      such agreement to be deemed by the acceptance by such Participant of the
      Award. Without prejudice to the foregoing in a case where the Parent
      Company or Group Company by virtue of the Release of an Award and where
      applicable any related Investment Shares will be obliged to make a Tax
      Payment, the Release, unless the Parent Company or Group Company has
      received a payment prior to the Release from the Participant of an amount
      not less than the Tax Payment or an authority to deduct the same from such
      Participant's salary, shall not take place.

6.2.  The Committee may determine that any Award granted under the Plan shall be
      subject to additional and/or modified terms and conditions relating to the
      grant of an Award and/or terms and conditions of Release as may be
      necessary to comply with or take account of any


                                       10
<PAGE>


      securities, exchange control or Tax laws and/or other laws or regulations
      of any territory which may apply to the relevant Eligible Employee,
      Participant or Group Company.

6.3. In exercising its discretion under Rule 6.2 above the Committee may:

      (a)   require an Eligible Employee, Participant or Group Company to make
            such declarations or take such action as may be required for the
            purpose of any securities, exchange control or Tax laws and/or other
            laws or regulations of any territory which may be applicable to such
            Eligible Employee, Participant or Group Company at the Date of
            Grant, or prior to and/or on Release of an Award; and

      (b)   adopt any supplemental rules, regulations or procedures governing
            the grant or Release of an Award as may be required for the purpose
            of any securities, exchange control or Tax laws and/or other laws or
            regulations of any territory which may be applicable to an Eligible
            Employee, Participant or Group Company.

6.4.  The Participant shall pay all expenses and Taxes which arise or result
      form the Release of an Award and where applicable any related Investment
      Shares, provided that a Group Company may in its discretion meet any stamp
      duty or liability for any other Taxes or expenses arising from such
      Release as it deems appropriate.

7.    CESSATION OF EMPLOYMENT BY GROUP

7.1.  On the cessation of a Participant's Employment with a Group Company, or if
      the Group Company by whom the Participant is employed shall cease to be a
      Subsidiary of the Parent Company, in either case before the Date of
      Entitlement for such Participant's subsisting Award, the Trustees may
      Release such Award and where applicable any related Investment Shares.

7.2.  On the cessation of such Participant's Employment with a Group Company
      before the Date of Entitlement for such Participant's subsisting Award,
      the Committee shall recommend to the Trustees that such Award and where
      applicable any related Investment Shares be Released, provided that the
      Committee shall make no such recommendation where the cessation of such
      Participant' Employment is as a result of dismissal for gross misconduct.

7.3.  The Committee, on the occurrence of special circumstances (as determined
      by the Committee in its discretion), may determine in its discretion not
      to follow the provisions of Rule 7.2 above on the cessation of a
      Participant's Employment with a Group Company and recommend such cause of
      action to the Trustees as the Committee determines in its discretion to be
      appropriate.

7.4.  As soon as reasonably practicable after the Committee's recommendation has
      been received by the Trustees in accordance with the provisions of Rule
      7.2 or Rule 7.3 above, the Trustees shall determine whether to follow such
      recommendation.

7.5.  Any Award not Released to a Participant on the cessation of that
      Participant's employment with the Group in accordance with the provisions
      of this Rule 7 shall lapse forthwith. After the lapse of such Award any
      Trust Property notionally allocated by the Trustees to such Award shall be
      held by the Trustees for the benefit of the beneficiaries of the Trust who
      are Employed by the same Group Company as the Participant whose Award
      lapsed.


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<PAGE>


8.    MISCELLANEOUS

8.1.  It shall be a condition of participation in the Plan that a Participant
      shall not be entitled to any compensation in the event of lawful or
      unlawful cessation of his Employment with a Group Company, lapse or
      alteration of any actual or prospective rights under the Plan or any Award
      granted under the Plan. No provisions of the Plan forms part of any
      contract of Employment between any Group Company and a Participant and no
      money paid or benefit conferred upon a Participant under the Plan shall
      form part of his contractual remuneration.

8.2.  Nothing in this Plan or any document issued pursuant to the Plan shall
      confer upon any person any right to continue in the Employment of any
      Group Company or shall affect the right of any Group Company to terminate
      the Employment of any person, or shall impose upon any Group Company, the
      Committee, the Trustees or their respective agents and employees any
      liability for the loss of any rights under the Plan which may result if
      that person's Employment is so terminated whether lawfully or unlawfully.
      In no circumstances shall any Participant, by reason of his ceasing to be
      Employed by any Group Company, or any part of the Plan ceasing or failing
      to be approved by the Inland Revenue or any other revenue authority, be
      entitled to compensation for loss of any actual or prospective right or
      benefit under the Plan which such Participant might otherwise have
      enjoyed, whether such compensation is claimed by way of damages for
      wrongful or unfair dismissal and/or other lawful or unlawful breach of
      contract or by way of compensation for loss of office or otherwise.

      MISCELLANEOUS

8.3.  Each Group Company shall bear the costs of establishing and administering
      the Plan in respect of Eligible Employees or Participants in its
      Employment.

8.4.  Each Group Company shall maintain or cause to be maintained all necessary
      accounts and records regarding Eligible Employees or Participants in its
      Employment.

9.    TAKE-OVER, RECONSTRUCTION AND AMALGAMATION AND WINDING UP OF THE PARENT
      COMPANY

9.1.  If any company or person acting alone or in concert with another or others
      obtains Control of the Parent Company, the Committee on becoming aware
      thereof shall notify each Participant and the Trustees. On the receipt of
      such notification by the Trustees all a Participant's Awards and where
      applicable any related Investment Shares will be Released by the Trustees.

9.2.  If the Court sanctions a scheme of arrangement or compromise under Section
      425 of the Companies Act 1985, the Committee on becoming aware thereof
      shall notify each Participant and the Trustees. On the receipt of such
      notification by the Trustees all a Participant's Awards and where
      applicable any related Investment Shares will be Released by the Trustees.

                                       12

<PAGE>


9.3.  If any company or person becomes bound or entitled to acquire Shares under
      Sections 428 to 430F of the Companies Act 1985, the Committee on becoming
      aware thereof shall notify each Participant and the Trustees. On the
      receipt of such notification by the Trustees all a Participant's Awards
      and where applicable any related Investment Shares will be Released by the
      Trustees.

9.4.  If a voluntary winding up of the Parent Company is proposed or if an order
      is made for the compulsory winding up of the Parent Company, the
      Committee, in their complete discretion, shall notify each Participant and
      the Trustees. On receipt of such notification by the Trustees all a
      Participant's Awards and where applicable any related Investment Shares
      will be Released by the Trustees.

10.   REGULATIONS AND AMENDMENTS

10.1. The Plan shall be administered by the Committee who may from time to time
      make such regulations not being inconsistent with the Rules as they deem
      to be necessary. Any question concerning the interpretation of the Rules
      or of such regulations or any matter pertaining or pursuant to the Rules
      which is not dealt with by these Rules shall be determined by the
      Committee in its sole discretion and such decision shall be final and
      binding upon the Company or Group Company and Participants.

10.2. The Committee by resolution shall be entitled to amend all or any of the
      provisions of the Plan provided that no amendment shall be effective which
      would materially prejudice the interests of Participants in relation to
      Awards already granted to them without the prior consent or sanction of
      the majority of that number of Participants who responded to the
      notification by the Company or Group Company of such proposed amendment.

10.3. The Committee by resolution may determine to recommend to the Trustees
      that no further Awards be granted and may from time to time modify or
      suspend the Plan (but without prejudice to the subsisting rights of
      Participants in relation to Awards already granted).

10.4. Written notice of any amendments made in accordance with Rule 10.2 shall
      be given to all Participants.

11.   NOTICES

11.1. Notices or documents under the Plan required to be given by the Parent
      Company or Group Company to an Eligible Employee or a Participant shall be
      properly given if delivered to him at his normal place of work or sent to
      him by first class post at his last known address and any notice or
      document required to be given to the Company or any Group Company shall be
      properly given if delivered or sent by first class post to the Executive
      Compensation Department of the Company or Group Company employing the
      relevant Eligible Employee or Participant addressed to the Executive
      Compensation Department - European Deferred Compensation Plan.

12.   TERMINATION

12.1. Subject to Rule 12.2, the Plan shall terminate on the earlier of the
      following dates:

      (a)   any date determined by the Committee to be the date of termination
            of the Plan; and

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<PAGE>

      (b)   the tenth anniversary of the Adoption Date.

12.2. The Committee may at any time resolve to extend the Plan up to a further
      10 years. In no circumstances shall the Plan be extended beyond 20 years
      after the Adoption Date.

12.3. Following termination of the Plan pursuant to this Rule no further Awards
      shall be granted, but the subsisting rights and obligations of
      Participants at that time shall continue in force as if the Plan had not
      been terminated.

13.   GOVERNING LAW

13.1. The Rules and the operation of the Plan shall be governed by and construed
      in accordance with English law and adherence to these Rules shall
      constitute submission to the exclusive jurisdiction of the English Courts.

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