Exhibit 4.1

                                      RULES


                                       of


                           THE STILWELL FINANCIAL INC.
                       SAVINGS-RELATED SHARE OPTION SCHEME









                                     Adopted
                   by resolution of the board of directors of
                             Stilwell Financial Inc.
                            passed on 1st March 2000





                     Approved by the Board of Inland Revenue
                               on 23rd March 2000
                             under reference SRS2445











                              Addleshaw Booth & Co

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                                    CONTENTS

Clause                               Heading                               Page

1        Definitions..........................................................1

2        Invitations to apply for Options.....................................4

3        Applications for Options.............................................5

4        Grant of Options.....................................................6

5        Exercise Price and variations in share capital ......................7

6        Exercise of Option...................................................8

7        Lapse of Option and renunciation....................................11

8        Changes in control and voluntary winding up of the Company..........12

9        Release of Options and grant of New Rights..........................13

10       Non-transferability.................................................14

11       Administration......................................................14

12       Regulations and amendments..........................................14

13       Notices.............................................................15

14       Participants' legal entitlements ...................................15

15       Termination.........................................................16



<PAGE>




                                    Rules of
                           the Stilwell Financial Inc.
                       Savings-Related Share Option Scheme


1         Definitions

1.1       In these Rules, unless the context otherwise requires:

          "the Acquiring Company" has the meaning given thereto in Rule 9;

          "Associated  Company" has the meaning given thereto by section  187(2)
          Taxes Act for the purposes of paragraph 23 of Schedule 9;

          "the Board of the Company" means the board of directors of the Company
          for the time being or a duly  constituted  committee of such board or,
          in relation to any duty or duties or function or functions assigned to
          the Board of the  Company by these  Rules,  any officer of the Company
          duly  authorised by the board of directors of the Company to discharge
          such duty or duties or function or functions;

          "the Board of Inland Revenue" means the Board of Inland Revenue of the
          United Kingdom and "Inland Revenue" shall be construed accordingly;

          "the Bonus Date" means,  in relation to any Option,  the earliest date
          on which the bonus is  payable  under a three  year  Savings  Contract
          following 36 monthly payments;

          "Business  Day"  means a day on which the New York Stock  Exchange  is
          open for business in New York, New York, United States of America;

          "the Commencement Date" means whichever shall be the later of:

          (a) means the date on which this Scheme is adopted by the Company; and

          (b) the date upon which this Scheme is approved by the Board of Inland
          Revenue;

          "the Company" means Stilwell  Financial  Inc., a company  incorporated
          under the laws of the State of Delaware, United States of America;

          "control" has the meaning given thereto by section 840 Taxes Act;

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

          "Eligible  Employee" means a person who is a director or employee of a
          company or companies within the Participating Group and who:


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          (a)  is at the relevant  Invitation Date a full-time  director of, or,
               not being a director, an employee of, a company which is a member
               of the  Participating  Group at that date and for not less than a
               continuous  period  determined  by the Board of the Company  (not
               being  more  than  four  years  and ten  months)  ending  on such
               Invitation  Date has been a director or employee of that  company
               (counting  employment during any part of that period by any other
               company which at the relevant  Invitation Date is a member of the
               Participating  Group  as  employment  by  that  company)  and  is
               chargeable  to tax in respect of his office or  employment  under
               Case 1 of Schedule E; and

          (b)  is not  ineligible to  participate in the Scheme by virtue of the
               provisions of paragraph 8 of Schedule 9;

          and for the purposes of this  definition  "full-time" in relation to a
          director shall mean that such director  normally works a minimum of 25
          hours per week  (excluding  meal  breaks)  for a company or  companies
          within the Participating Group;

          "the Exercise  Price" means the price per Scheme Share  denominated in
          Pounds  Sterling  payable on the  exercise of an Option as  determined
          under Rule 5;

          "Grantor"  means any person not being the Company who,  pursuant to an
          agreement with the Company,  has agreed to grant,  or (as the case may
          require) has granted, an Option to acquire Scheme Shares from him;

          "Invitation  Date"  means a date on which  the  Board  of the  Company
          invites Eligible Employees to apply for the grant of an Option;

          "ISA" means an account of the kind described in section  333(1A) Taxes
          Act;

          "the Maximum Total Savings" means, subject to Rule 3.3, the sum of the
          periodic contributions in Pounds Sterling to be made under the Savings
          Contract and the bonus payable on the Bonus Date;

          "the  Minimum  Monthly  Saving"  means the sum  (being a  multiple  of
          (pound)1 and being not less than (pound)5 nor more than the figure for
          the  time  being  specified  in  paragraph  24(2)(b)  of  Schedule  9)
          determined  by the  Board  of the  Company  pursuant  to  Rule  2.3 in
          relation to any  invitation  to be issued  under Rule 2.1 as being the
          minimum  monthly  saving  for  which  applications  pursuant  to  such
          invitation may be made;

          "New Right" has the meaning given thereto in Rule 9;

          "Option"  means a right to  acquire  Scheme  Shares to be  granted  in
          accordance  with this Scheme or which has been so granted and is still
          subsisting;

          "ordinary  share capital" has the meaning given thereto by section 832
          Taxes Act and "ordinary share" shall be construed accordingly;

          "Parent  Company" means,  in relation to any other company,  a company
          which has control of such other company;


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          "Participant"  means any person who has been  granted an Option  under
          this Scheme and reference to a Participant  shall  include,  where the
          context so admits or requires, his personal representatives;

          "the  Participating  Group" means the Company and such other companies
          which are both under the control of the  Company and are  subsidiaries
          of the Company within the meaning of section 736 Companies Act 1985 as
          are  incorporated  in any part of the United  Kingdom or elsewhere and
          are  nominated  from  time to  time by the  Board  of the  Company  as
          participating companies for the purposes of this Scheme;

          "Pounds Sterling" means lawful currency of the United Kingdom;

          "Qualifying Service" has the meaning given thereto by Rule 6.13;

          "Relevant Company" means:

          (a)  the Acquiring Company; or

          (b)  a company which is a Parent Company of the Acquiring Company; or

          (c)  a company  which either is, or is a Parent  Company of, a company
               which is a member of a  consortium  owning  either the  Acquiring
               Company or a Parent Company of the Acquiring Company;

          and for the  purposes of this  definition,  a company is a member of a
          consortium  owning  another  company  if  it is  one  of a  number  of
          companies  which  between  them  beneficially  own not less than three
          quarters of the other  company's  ordinary  share  capital and each of
          which beneficially owns not less than one-twentieth of that capital;

          "Relevant  Rate" means,  on any day, the spot rate for the purchase of
          US Dollars with Pounds  Sterling as quoted by Chase Bank, New York (or
          such other bank in New York as the  Company  may  specify) at or about
          10.00am  New  York  time on such  day or,  if  banks  are not open for
          business in New York on such day, on the most recent day on which they
          were open for business prior to such day;

          "these Rules" means the rules of this Scheme  including any amendments
          effected in accordance with Rule 12 from time to time in force;

          "Savings  Contract"  means a contract  under a  certified  contractual
          savings  scheme  (within the meaning of section 326 Taxes Act) entered
          into with a savings vehicle  nominated by the Board of the Company and
          which has been approved for the purposes of Schedule 9 by the Board of
          Inland Revenue;

          "Schedule 9" means Schedule 9 Taxes Act;

          "this Scheme" means the scheme  constituted by and in accordance  with
          these Rules;


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          "Scheme Share" means a fully paid share of common stock of the Company
          which  satisfies  the  conditions  of paragraphs 10 to 14 inclusive of
          Schedule 9;

          "the Specified Age" means the age of 60 years;

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

          "Total Savings" means the sum of:

          (a)  the periodic contributions made under the Savings Contract, other
               than any the due date for  payment  of which  falls more than one
               month after the date on which repayment is made under the Savings
               Contract; and

          (b)  unless the Maximum Total Savings have in accordance with Rule 3.3
               been treated as not including a bonus on the repayment  under the
               Savings Contract, either:

               (i)  if the date on which  repayment  is made  under the  Savings
                    Contract is before the Bonus Date, interest (if any) on such
                    periodic   contributions   receivable   under  the   Savings
                    Contract, or

               (ii) if the Bonus Date shall have  occurred on or before the date
                    on which repayment is made under the Savings  Contract,  the
                    bonus payable on the Bonus Date;

          "the United  Kingdom"  means the United  Kingdom of Great  Britain and
          Northern Ireland; and

          "US Dollars" means lawful currency of the United States of America.

1.2       In these Rules, unless the context otherwise requires;

          (a)  words  importing  the singular  only shall include the plural and
               vice  versa,  words  importing  the  masculine  gender only shall
               include the feminine gender and words  importing  natural persons
               shall also include corporations and other entities;

          (b)  references  to any statute or statutory  provision  shall include
               (i) any  subordinate  legislation  made  under  it,  and (ii) any
               provision  superseding  it or  re-enacting  it  (whether  with or
               without modification);

          (c)  references  to a Rule or  Rules  are to a rule or  rules  of this
               Scheme; and

          (d)  the  descriptive  headings to Rules are inserted for  convenience
               only,   have  no  legal  effect  and  shall  be  ignored  in  the
               interpretation of these Rules.

2         Invitations to apply for Options


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2.1       While this Scheme subsists,  the Board of the Company may at any  time
          on or after the  Commencement  Date, on behalf of the Company  and/or,
          where any Grantor has agreed  with the  Company to grant all or any of
          such  Options, such  Grantor,  invite all Eligible  Employees to apply
          for the grant of an Option.

2.2       Each invitation shall include only an invitation to enter into a three
          year Savings Contract.

2.3       In  respect  of  each  invitation, the  Board  of  the  Company  shall
          determine:

          (a)  the Minimum Monthly Saving;

          (b)  the limit  applicable to such  invitation in accordance with Rule
               3.4; and

          (c)  the closing date for  applications,  which shall not be less than
               14 days nor more than 21 days after the relevant Invitation Date;

          and shall specify its determination in such invitation.

3         Applications for Options

3.1       Each application for an Option under this Scheme shall be made, by the
          closing date specified in accordance with Rule 2.3(c), in such form as
          the Board of the Company  may require and  shall  be  accompanied by a
          proposal form for a single  three year Savings Contract which has been
          duly completed and signed  by the  applicant. Such form of application
          shall provide for the applicant:

          (a)  to specify the amount  (being a multiple of (pound)1 and not less
               than the Minimum  Monthly  Saving) which the applicant  wishes to
               save each month under the Savings  Contract  subject to the limit
               determined in accordance with Rule 3.4;

          (b)  to authorise the company in the Participating  Group by whom such
               employee is from time to time  employed to deduct such amount (or
               such  lesser  amount  as is  appropriate  to the  reduced  amount
               determined in accordance with Rule 3.3) from his pay; and

          (c)  to authorise the said proposal form to be completed or amended to
               give effect to any scaling down made in accordance with Rule 3.3.

3.2       The number of Scheme Shares comprised in an Option shall  be  equal to
          the  number (without involving  fractions of a Scheme Share) which can
          be acquired at the Exercise Price with an amount which is as nearly as
          possible  equal  to  but does not exceed the Maximum Total Savings (as
          reduced by the application of  Rule  3.3  where  appropriate)  of  the
          Participant  under  the  Savings  Contract entered  into   by  him  in
          connection with the grant of that Option.

3.3       In the event that, following any  invitation  issued  by  the  Company
          pursuant to Rule 2.1, the Company  receives valid  applications  which
          (but for the provisions of this


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          Rule 3.3) would result in the grant of Options over a number of Scheme
          Shares in excess of that  permitted  under  Rule 4.4 or that which the
          Board of the Company may in its  discretion  determine  appropriate to
          permit reasonable participation in the Scheme by Eligible Employees at
          subsequent  Invitation  Dates, the Board of the Company shall take the
          following  steps (a) to (d)  successively  to the extent  necessary to
          eliminate the excess:

          (a)  the excess over the Minimum Monthly Saving of the monthly savings
               contribution  chosen by each applicant  shall be reduced pro rata
               to the extent necessary;

          (b)  the Maximum  Total Savings shall be treated as including no bonus
               on the repayment under the Savings Contract;

          (c)  if the Minimum  Monthly Saving  specified in accordance with Rule
               2.3(a) is greater than (pound)5, the monthly savings contribution
               of each  applicant  shall be reduced (in steps of (pound)1 and so
               as not to result in a monthly  savings  contribution of less than
               (pound)5) to the extent necessary;

          (d)  applications  shall be selected  by lot,  each based on a monthly
               savings  contribution  of  (pound)5  and on the  basis  that  the
               Maximum  Total  Savings are treated as  including no bonus on the
               repayment under the Savings Contract.

3.4       The limit  referred to in Rule 3.1 in respect of any invitation issued
          by the  Company  pursuant to Rule 2.1 is the lesser of:

          (a)  the maximum permitted by paragraph 24(2)(a) of Schedule 9 and

          (b)  such sum, if any, (being a multiple of (pound)1 and not less than
               the Minimum  Monthly  Saving) as the Board of the  Company  shall
               determine in respect of that invitation.

4         Grant of Options

4.1       The Company  shall  in accordance  with Rule 3 determine the number of
          Scheme  Shares in  respect of which an Option is to be granted to each
          applicant and subject to Rule 3 Options will be granted by the Company
          or the relevant  Grantor to those who have applied  hereunder  and who
          are still in the service of the  Participating  Group at the  relevant
          Date of Grant,  within 15 days after the closing date for applications
          specified in accordance with Rule 2.3(c).

4.2       No  monetary  payment to  the Company or any Grantor shall be required
          from a Participant in consideration for the grant of an Option.

4.3       The  grant of  an Option hereunder shall be evidenced by a certificate
          issued by the Company to each Participant specifying:

          (a)  the Date of Grant;


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<PAGE>


          (b)  the Exercise Price; and

          (c)  the number of Scheme Shares over which the Option is granted.

4.4       Subject to Rule 5.2, the number of Scheme  Shares  over  which Options
          may be granted on any date, when aggregated  with the number of Scheme
          Shares in respect of which Options have  previously  been exercised or
          remain exercisable, shall not exceed 500,000.

5         Exercise Price and variations in share capital

5.1       Subject to Rule 5.2, the Exercise Price in respect of any Scheme Share
          comprised in an Option shall be such amount in Pounds  Sterling as the
          Board of the Company may determine  (subject to the agreement,  in the
          case of an Option to be granted by any Grantor other than the Company,
          to the  agreement of such  Grantor)  prior to the grant of such Option
          not being less than 85 per cent. of:

          (a)  unless  the  common  stock of the  Company  of the same  class as
               Scheme  Shares  is  traded on the New York  Stock  Exchange,  the
               market  value of a  Scheme  Share as at the Date of Grant of such
               Option  determined  in  accordance  with  Part VIII  Taxation  of
               Chargeable  Gains  Act  1992 of the  United  Kingdom  and  agreed
               between  the  Company  and the Shares  Valuation  Division of the
               Inland  Revenue  for the  purpose of this Scheme on or before the
               Date of Grant; or

          (b)  if the  common  stock of the  Company of the same class as Scheme
               Shares is traded on the New York Stock  Exchange,  the average of
               high and low  trading  prices of a share of  common  stock of the
               Company of the same class as a Scheme Share on the New York Stock
               Exchange  on the Date of Grant of such  Option  (or if no sale of
               such shares was  reported  for such date,  on the next  preceding
               Business Day on which a sale of such shares was reported);

          in each case  converted  into Pounds  Sterling at the Relevant Rate on
          such Date of Grant.

5.2       In  the  event of any variation in the share capital of the Company of
          which the Scheme  Shares  form part  (including  a  variation  of such
          capital   consisting  of  a  stock  split,   reverse  stock  split  or
          recapitalization),  then the number of Scheme  Shares  comprised in an
          Option and the Exercise  Price thereof and/or the limit referred to in
          Rule 4.4 may be  adjusted  by the Board of the  Company in such manner
          and with effect from such date as it may  determine to be  appropriate
          (not excluding  retrospective  adjustments where such variation occurs
          after the date of exercise  of an Option but the record date  relating
          to such variation precedes such date of exercise) provided that:


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          (a)  any such  adjustments  shall be made on the basis  that the total
               Exercise  Price  originally  payable  by a  Participant  on  full
               exercise  of his  Option  shall as nearly as  practicable  remain
               unchanged;

          (b)  where the Option was  granted  by a Grantor,  no such  adjustment
               shall be made without the prior written approval of such Grantor;
               and

          (c)  no  adjustment  shall be made  without the prior  approval of the
               Board of Inland Revenue.

6         Exercise of Option

6.1       It shall be a condition of the exercise of an Option under this Scheme
          that the Scheme  Shares  acquired on such  exercise  shall be paid for
          with  monies  not  exceeding  the  amount of Total  Savings  under the
          Savings  Contract  entered into by the  Participant in connection with
          the grant of the Option concerned.

6.2       Subject to the provisions of this Rule 6 and of Rule 7, an Option  may
          be exercised  only  within  the following periods:

          (a)  the  period of six  months  following  the Bonus  Date  under the
               relevant Savings Contract;

          (b)  if the Participant  ceases to be in Qualifying  Service by reason
               of injury,  disability or  redundancy  (within the meaning of the
               Employment  Rights  Act  1996)  or  retirement  on  reaching  the
               Specified  Age or any other age at which he is bound to retire in
               accordance  with the terms of his  contract  of  employment,  the
               period of six months  following such cessation but not later than
               six months after the Bonus Date of the relevant Savings Contract;

          (c)  if such  Option  shall have been  granted  more than three  years
               prior to the time when the Participant ceases to be in Qualifying
               Service by reason of retirement  (otherwise than in circumstances
               falling within Rule 6.2(b)):

               (i)  at any age,  before the Specified Age or the age at which he
                    is bound to retire in accordance  with terms of his contract
                    of  employment,  at which he may be permitted by the company
                    in the  Participating  Group by which he is employed to take
                    early retirement or

               (ii) at any age after the Specified Age,

               the period of six months  following  such cessation but not later
               than six  months  after the Bonus  Date of the  relevant  Savings
               Contract;

          (d)  if a  Participant  ceases to be in  Qualifying  Service by reason
               only that:

               (i)  his  office or  employment  is in or with a company of which
                    the Company ceases to have control, or


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<PAGE>


               (ii) his office or employment  relates to a business or part of a
                    business  which is  transferred  to a person  who is not the
                    Company,  an Associated  Company of the Company or a company
                    of which the Company has control,

               the period of six months  following  such cessation but not later
               than six  months  after the Bonus  Date of the  relevant  Savings
               Contract;

          (e)  if the Participant dies whilst in Qualifying Service or whilst he
               is entitled to exercise the Option by virtue of Rule 6.2(a), Rule
               6.2(b), Rule 6.2(c) or Rule 6.2(d):

               (i)  where  his  death  occurs  prior  to the  Bonus  Date of the
                    relevant Savings Contract, the period of 12 months after the
                    date of his death; or

               (ii) where his death  occurs  within  six  months  after the said
                    Bonus  Date,  the  period of 12 months  after the said Bonus
                    Date;

          (f)  where the Participant continues to be in Qualifying Service after
               the date on which he reaches the Specified Age, the period of six
               months  following  attainment  of such age but not later than six
               months after the Bonus Date of the relevant Savings Contract; and

          (g)  in the circumstances set out in and the periods specified in Rule
               8.

6.3       Where a Participant ceases to be in Qualifying Service in any  of  the
          circumstances  described  in Rules  6.2(b),  6.2(c) and  6.2(d),  such
          cessation  shall not for the  purposes  of such Rules and of Rule 7 be
          treated as occurring  until he ceases to hold any office or employment
          in the Company or any Associated Company of the Company or any company
          of which the Company has control.

6.4       No  Option  may  be  exercised  by  a  Participant  who is excluded by
          paragraph 8 of Schedule 9.

6.5       No Option may be exercised unless:

          (a)  the  Participant  is at the date of such  exercise a director  or
               employee of a member of the Participating Group; or

          (b)  the  exercise is within six months after the Bonus Date under the
               relevant  Savings  Contract and at the Bonus Date the Participant
               holds an office or  employment in a company which is not a member
               of the Participating Group but which is:

               (i)  an Associated Company of the Company, or

               (ii) a company of which the Company has control; or


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<PAGE>


          (c)  the exercise is pursuant to Rule 6.2(b), Rule 6.2(c), Rule 6.2(d)
               or Rule 6.2(e).

6.6       An Option shall be  exercisable during the periods referred to in Rule
          6.2 by the Participant delivering to the Company at its head office or
          to such  other  person  and/or  such  other  place as the Board of the
          Company may specify for this purpose a written  notice in such form as
          the Board of the  Company may from time to time  determine  specifying
          the Option to be  exercised.  With such notice the  Participant  shall
          deliver or cause to be delivered a remittance  for the total  Exercise
          Price for the  number of Scheme  Shares in respect of which the Option
          is  exercised,  such  remittance  not  exceeding  the  Total  Savings,
          together with evidence of closure of the Participant's Savings Account
          relating  to such  Option.  The date of receipt by the Company or such
          other person as aforesaid of such notice together with such remittance
          shall be the date  upon  which the  Option is deemed to be  exercised.
          Payment of such  remittance  to the Company or such other person shall
          be a good discharge to the Participant  whether the Option in question
          was  granted by the  Company or by a Grantor  and  whether the Company
          shall  satisfy  its  obligations  arising  upon  exercise of an Option
          granted by it by issuing Scheme Shares, by transferring  Scheme Shares
          from treasury or by procuring any person to transfer  Scheme Shares to
          the relevant Participant.  No Participant shall be concerned to see to
          the application of such remittance paid to the Company.

6.7       If on any exercise of an Option the remittance referred to in Rule 6.6
          is less than the amount  required to pay for all the Scheme  Shares in
          respect of which the Option is exercisable, the Option shall be deemed
          to have been  exercised  in  respect  of such  whole  number of Scheme
          Shares as may be acquired  with the amount of the  remittance  and the
          Option to the extent not so deemed to be exercised  shall  immediately
          lapse.

6.8       All grants of  Options and transfers and issues of Scheme Shares  to a
          Participant  hereunder  will  be  subject  to  the  obtaining  of  any
          necessary  consents and the making of any necessary  filings under any
          relevant  enactments or regulations for the time being in force and it
          shall be the  responsibility  of the  Participant  to comply  with any
          requirements  to be fulfilled by him in order to obtain or obviate any
          such consents.

6.9       Upon exercise of any Option granted by the Company, the Company  shall
          either:

          (a)  issue or transfer out of treasury to the  Participant  the Scheme
               Shares to which he is entitled; or

          (b)  cause the  remittance  referred  to in Rule 6.6 to be paid to any
               person willing to transfer  Scheme Shares to the  Participant and
               procure that such person  transfers to the Participant the Scheme
               Shares to which he is entitled;

          in each case not more than 30 days after the  exercise  of the Option,
          provided that a Participant shall be entitled to direct the Company to
          issue or transfer,  or procure the  transfer of, any Scheme  Shares to
          which he may be  entitled  upon  exercise  of an


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<PAGE>


          Option  to  the  person  entitled  and  required  to  hold  qualifying
          investments  for the  stocks  and  shares  component  of an ISA of the
          Participant.

6.10      Upon  exercise of  any  Option granted by a Grantor, the Grantor shall
          transfer to the  Participant the Scheme Shares to which he is entitled
          not more than 30 days after the exercise of the Option,  provided that
          a Participant  shall be entitled to direct the Grantor to transfer any
          Scheme  Shares to which he may be entitled  upon exercise of an Option
          to the person entitled and required to hold qualifying investments for
          the stocks and shares component of an ISA of the Participant.

6.11      Scheme Shares  issued  on the exercise of an Option shall rank in full
          for all dividends or other  distributions paid or made on the ordinary
          share capital of the Company of the same class as the Scheme Shares by
          reference to a record date occurring on or after the date of issue and
          shall in all other  respects rank pari passu with such ordinary  share
          capital of the Company then in issue.

6.12      Scheme Shares transferred on  the  exercise  of  an  Option  shall  be
          transferred free from all liens, charges and encumbrances and together
          with  the  right  to  receive  and  retain  all   dividends  or  other
          distributions  paid or  made  on the  ordinary  share  capital  of the
          Company  of the same  class as the  Scheme  Shares by  reference  to a
          record date  occurring  on or after the date of transfer  and shall in
          all other respects rank pari passu with such ordinary share capital of
          the Company then in issue.

6.13      For  the purposes of this Rule 6 and Rule 7, a Participant shall be in
          "Qualifying Service" if and so long as he is a director or employee of
          any  member  of the  Participating  Group  and,  subject  to Rule 6.3,
          references to ceasing to be in  Qualifying  Service shall be construed
          accordingly.

7         Lapse of Option and renunciation

7.1       An Option shall immediately lapse and cease  to  be  exercisable  upon
          whichever is the earliest of:

          (a)  the  Participant  ceasing,  before  the Bonus  Date,  to hold any
               office or employment in the Company or any Associated  Company of
               the Company or any company of which the Company has control other
               than his ceasing to be in Qualifying Service in any circumstances
               to which Rule  6.2(b),  Rule  6.2(c),  Rule 6.2(d) or Rule 6.2(e)
               applies;

          (b)  save  where  Rule  6.2(e)  applies,  the  expiry  of  six  months
               following the Bonus Date of the relevant Savings Contract;

          (c)  save  where  Rule  6.2(e)  applies  by reason of the death of the
               Participant after such cessation, the expiry of the period of six
               months  after the  Participant  has  ceased  to be in  Qualifying
               Service in any of the  circumstances  to which Rule 6.2(b),  Rule
               6.2(c) or Rule 6.2(d) applies;

          (d)  the expiry of the period referred to in Rule 6.2(e);


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<PAGE>


          (e)  its  lapsing  as  provided  in  Rule  6.7 to the  extent  therein
               specified;

          (f)  its lapsing as provided in Rule 8;

          (g)  the Participant:

               (i)  making  a  written  application  to  the  nominated  savings
                    vehicle for repayment under the related Savings Contract, or

               (ii) giving  notice  to the  nominated  savings  vehicle  that he
                    intends  to stop  paying  contributions  under  the  related
                    Savings Contract, or

               (iii)failing  to pay a monthly  contribution  under  the  related
                    Savings  Contract  on  or  before  the  due  date  on  seven
                    occasions,

               in each case before the earliest date on which the Option becomes
               exercisable under Rule 6.2;

          (h)  the Participant being adjudicated bankrupt.

7.2       A Participant may renounce any Option granted to him (in whole but not
          in part) by serving  notice in writing on the Board of the  Company of
          his intention so to renounce. The renunciation shall be effective from
          the date of actual receipt of such notice by the Board of the Company,
          upon which date the relevant Option shall immediately  lapse. Any such
          renunciation   shall  be  without  prejudice  to  the  rights  of  the
          Participant under the relative Savings Contract.

8         Changes in control and voluntary winding up of the Company

8.1       If any person obtains control of  the Company  as  a result  of making
          either:

          (a)  a general offer to acquire the whole of the issued ordinary share
               capital of the Company (excluding any such ordinary share capital
               already  owned or  controlled  by that person) which is made on a
               condition  such that if it is  satisfied  the  person  making the
               offer will have control of the Company, or

          (b)  a general offer to acquire all the issued  ordinary share capital
               of the Company of the same class as the Scheme Shares  (excluding
               any such ordinary  share  capital  already owned or controlled by
               that person),

          Options  may be  exercised  subject to and in  accordance  with Rule 6
          within  six  months of the time 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  and if not so exercised  shall then
          lapse.

8.2       Upon the passing of a resolution for the voluntary  winding-up  of the
          Company,  Options may be exercised  subject to and in accordance  with
          Rule 6 within six months after the passing of the resolution and shall
          thereafter lapse.


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<PAGE>


9         Release of Options and grant of New Rights

9.1       If any company ("the Acquiring Company"):

          (a)  obtains control of the Company as a result of making:

               (i)  a general offer to acquire the whole of the issued  ordinary
                    share  capital of the Company  (excluding  any such ordinary
                    share  capital  already owned or controlled by the Acquiring
                    Company)  which is made on a  condition  such  that if it is
                    satisfied  the person  making the offer will have control of
                    the Company, or

               (ii) a general  offer to acquire  all the issued  ordinary  share
                    capital  of the  Company  of the same  class  as the  Scheme
                    Shares  (excluding any such ordinary  share capital  already
                    owned or controlled by the Acquiring Company),

          any  Participant  may,  at any time within the  appropriate  period as
          defined  in  paragraph  15(2) of  Schedule  9, by  agreement  with the
          Acquiring Company, release his Option in consideration of the grant to
          him of a right (a "New Right")  which is  equivalent to his Option but
          relates to shares in a Relevant Company.

9.2       The New  Right  shall not be  regarded for the purposes of this Rule 9
          as  equivalent  to the Option  unless it would be so regarded  for the
          purposes of sub-paragraph (3) of paragraph 15 of Schedule 9.

9.3       Where any New Right is granted pursuant to  this  Rule 9  it  shall be
          regarded:

          (a)  for the purposes of section 185 Taxes Act and Schedule 9, and

          (b)  for the purposes of the  subsequent  application  (by virtue of a
               condition complying with sub-paragraph  (3)(b) of paragraph 15 of
               Schedule 9) of the provisions of this Scheme,

          as having been granted at the time when the  corresponding  Option was
          granted.

9.4       The provisions  for  the  release  by  a  Participant of his Option in
          consideration  of the grant to him of a New Right pursuant to Rule 9.1
          are in  addition  to and  not  in  substitution  for  the  right  of a
          Participant to exercise his Option  pursuant to the provisions of Rule
          8.1.

9.5       With effect from the release:

          (a)  these Rules shall, in relation to the New Rights, be construed as
               if  references  to an Option and to Options were  references to a
               New Right and New Rights;

          (b)  Rules 5.2,  6.1,  6.6 to 6.12  inclusive,  8, 9 and 11 shall,  in
               relation to the New Right,  be construed as if  references to the
               Company were  references  to the



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<PAGE>


               Relevant  Company  in  respect  of whose  shares the New Right is
               granted and as if references to Scheme Shares were  references to
               ordinary  shares  in such  Relevant  Company  which  satisfy  the
               conditions of paragraphs 10 to 14 inclusive of Schedule 9;

          (c)  Rules  5.3 and 6.6  shall,  in  relation  to the New  Rights,  be
               construed as if references to the Exercise Price were  references
               to the  price to be paid on  exercise  of the New  Right for each
               share in respect of which the New Right has been granted.

10        Non-transferability

10.1      No Option shall be capable of  transfer or assignment by a Participant
          and, save as provided by Rule 9, if a Participant  does or suffers any
          thing whereby he would or might be deprived of the legal or beneficial
          ownership of an Option, that Option shall forthwith lapse.

11        Administration

11.1      The Company shall  keep  available for issue sufficient authorised and
          unissued  ordinary  share  capital,  and/or shall have and maintain in
          place  arrangements  which, in the reasonable  opinion of the Board of
          the  Company,  will  enable the  Company to procure  the  transfer  of
          sufficient  issued Scheme  Shares,  to satisfy the exercise in full of
          all Options  granted by the  Company and for the time being  remaining
          capable of being exercised.

11.2      The  members  of  the  Participating  Group  shall  bear  the costs of
          establishing  and  administering  this Scheme.

11.3      The Company shall maintain  or cause  to  be  maintained all necessary
          accounts and records  relating to this Scheme.

12        Regulations and amendments

12.1      This Scheme shall be administered by the Board of the Company, who may
          from time to time  make such  regulations  for its  operation  as they
          think fit not being  inconsistent  with these Rules as necessary.  Any
          question  concerning  the  interpretation  of  these  Rules or of such
          regulations  as aforesaid,  including the  eligibility  of a person to
          participate or the extent to which he shall participate or continue to
          participate in this Scheme or as to whether an event has occurred upon
          which any  Option  has  become  exercisable  or has  lapsed,  shall be
          determined  by the Board of the  Company  and such  decision  shall be
          final and binding upon all Eligible Employees and Participants.

12.2      Subject  to  Rule 12.3,  the Board of the Company shall be entitled by
          resolution  to  amend  all or any of the  provisions  of this  Scheme,
          except that no  amendment  shall be effective  which would  materially
          prejudice the interests of Participants in relation to Options already
          granted  to them  unless  with  such  prior  consent  or  sanction  of
          Participants as would be required for the alteration of the rights of


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<PAGE>


          a class of  shares of the  Company  for the time  being if the  Scheme
          Shares to be acquired on the  exercise  of the Options  constituted  a
          separate  but single class of shares (or two or more classes of shares
          according to the respective Dates of Grant as the Board of the Company
          may deem appropriate) and such shares were entitled to such rights.

12.3      No amendment  to  this Scheme  shall be effective  until  approved  in
          writing by the Board of Inland Revenue.

13        Notices

13.1      Notices  or  documents  required  to  be given or  sent to an Eligible
          Employee or a Participant shall:

          (a)  either  be  delivered  to him by hand or sent to him at his  home
               address according to the records of his employer, and

          (b)  if sent by post be  deemed  to have  been  given on the third day
               following the date of posting.

13.2      A Participant shall not be entitled to receive copies of any notice or
          other  document sent by the Company to its  shareholders  prior to the
          exercise of an Option.

14        Participants' legal entitlements

14.1      The  terms of  employment of a Participant by the Company or any other
          member of the Participating  Group or any other Associated  Company of
          the Company or former Associated Company of the Company or any Grantor
          or any  company  which is or has been a  member  of the same  group of
          Companies as the Company or (as the case may be) the Relevant  Company
          in  respect  of whose  shares  the New Right is  granted  shall not be
          affected by his participation in this Scheme which shall not form part
          of such terms. In no circumstances shall a Participant in the event of
          cessation,  lapse or  alteration  of any rights  under this  Scheme be
          entitled to or to claim  against  the  Company or any other  member or
          former  member  of the  Participating  Group or any  other  Associated
          Company of the Company or former Associated  Company of the Company or
          any Grantor or any  company  which is or has been a member of the same
          group of Companies as the Company or (as the case may be) the Relevant
          Company  in  respect  of whose  shares  the New Right is  granted  any
          compensation  for or in respect of any diminution or extinction of his
          rights or benefits  (actual or prospective)  under any Options held by
          him or otherwise in connection with this Scheme.

15        Termination

15.1      The Board of the Company  may at  any time  resolve  to terminate this
          Scheme in which event no further  Options shall be granted  thereafter
          but the subsisting rights of Participants shall remain in force.


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