Unassociated Document


    
      

    


    Exhibit
4.10


     

    TOMKINS
PLC

     

    


     

    


     

    THE
TOMKINS 2006 PERFORMANCE SHARE PLAN

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    
      	
              Administrative
      Amendment:    

            	
              30
      July 2008

            
	
              Shareholders’
      approval:    

            	
              22
      May 2006

            
	
              Directors’
      approval:    

            	
              13
      April 2006

            
	
              Expiry
      date:    

            	
              22
      May 2016

            


    

    


     

    


     

    


     

    


     

    


     

    SLAUGHTER
AND MAY

    One
Bunhill Row,

    London
EC1Y 8YY

    Ref:
EAC

     

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    THE
RULES OF THE TOMKINS 2006 PERFORMANCE SHARE PLAN

     

    CONTENTS

     

    
      	
              1.

            	
              INTERPRETATION
      AND CONSTRUCTION

            	
              1

            
	
              1.1

            	
              Definitions

            	
              1

            
	
              1.2

            	
              Meaning
      of ceasing to be employed within the Group

            	
              3

            
	
              1.3

            	
              Construction
      of Rules

            	
              3

            
	
              1.4

            	
              Governing
      law

            	
              4

            
	
              1.5

            	
              Administration

            	
              4

            
	
              1.6

            	
              Disputes

            	
              4

            
	
              2.

            	
              ELIGIBILITY

            	
              4

            
	
              2.1

            	
              General

            	
              4

            
	
              2.2

            	
              Absence
      on leave

            	
              4

            
	
              3.

            	
              GRANTING
      AWARDS

            	
              4

            
	
              3.1

            	
              Restrictions
      on grant

            	
              4

            
	
              3.2

            	
              Operation
      of the Plan

            	
              5

            
	
              3.3

            	
              Timing
      of grant

            	
              5

            
	
              3.4

            	
              Performance
      Targets and other conditions

            	
              5

            
	
              3.5

            	
              Changing
      Performance Targets and other conditions

            	
              6

            
	
              3.6

            	
              Notification
      to the Trustee

            	
              6

            
	
              3.7

            	
              Deed
      of grant for Awards

            	
              6

            
	
              4.

            	
              INDIVIDUAL
      LIMIT

            	
              6

            
	
              5.

            	
              PLAN
      LIMITS

            	
              7

            
	
              5.1

            	
              General

            	
              7

            
	
              5.2

            	
              Meaning
      of terms used in Rule 5

            	
              7

            
	
              5.3

            	
              10
      per cent in 10 years for all schemes

            	
              7

            
	
              5.4

            	
              5
      per cent in 10 years for discretionary schemes

            	
              8

            
	
              6.

            	
              VESTING
      OF SHARES

            	
              8

            
	
              7.

            	
              TRANSFER
      OF SHARES

            	
              8

            
	
              7.1

            	
              Restrictions
      upon transfer of Shares

            	
              8

            
	
              7.2

            	
              Lapsing
      of Awards

            	
              8

            
	
              7.3

            	
              Share
      dealing code

            	
              9

            
	
              7.4

            	
              Transfer
      of Vested Shares

            	
              9

            
	
              7.5

            	
              Withholding
      obligations

            	
              9

            
	
              8.

            	
              LEAVING
      EMPLOYMENT

            	
              10

            
	
              8.1

            	
              Leaving
      employment - before the end of the first year of the Performance
      Period

            	
              10

            
	
              8.2

            	
              Leaving
      employment for Cause

            	
              10

            
	
              8.3

            	
              Leaving
      employment after the end of the first year of the Performance Period for a
      Permitted Reason

            	
              10

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    
      	
              8.4

            	
              Leaving
      employment after the end of the Performance Period and before the Release
      Date

            	
              10

            
	
              8.5

            	
              Leaving
      employment - any other reason

            	
              10

            
	
              9.

            	
              CHANGE
      OF CONTROL AND LIQUIDATION

            	
              10

            
	
              9.1

            	
              Release
      of Shares

            	
              10

            
	
              9.2

            	
              Lapsing
      of Awards

            	
              11

            
	
              10.

            	
              SUBSTITUTE
      AWARDS FOLLOWING CHANGE OF CONTROL

            	
              11

            
	
              10.1

            	
              Application
      of Rule 10

            	
              11

            
	
              10.2

            	
              Release
      of Awards

            	
              12

            
	
              10.3

            	
              Deemed
      release

            	
              12

            
	
              10.4

            	
              Consequences
      of release

            	
              12

            
	
              11.

            	
              VARIATION
      OF CAPITAL

            	
              12

            
	
              11.1

            	
              Application
      of Rule 11

            	
              12

            
	
              11.2

            	
              Adjustment
      of Awards

            	
              12

            
	
              11.3

            	
              Notification
      of adjustment

            	
              13

            
	
              12.

            	
              GENERAL

            	
              13

            
	
              12.1

            	
              No
      issue of new Shares

            	
              13

            
	
              12.2

            	
              Non-transferability
      of Awards

            	
              13

            
	
              12.3

            	
              Relationship
      to contract of employment

            	
              13

            
	
              12.4

            	
              Notices
      and circulars to shareholders

            	
              13

            
	
              12.5

            	
              Costs

            	
              13

            
	
              12.6

            	
              Notices
      to Eligible Employees and Participants

            	
              13

            
	
              12.7

            	
              Notices
      to Company and Trustee

            	
              14

            
	
              13.

            	
              CHANGING
      AND ENDING THE PLAN

            	
              14

            
	
              13.1

            	
              Power
      of change   general

            	
              14

            
	
              13.2

            	
              Power
      of change - sub-plans

            	
              14

            
	
              13.3

            	
              Power
      of change   limitations

            	
              14

            
	
              13.4

            	
              Power
      of change - exceptions

            	
              15

            
	
              13.5

            	
              Notification
      of changes

            	
              15

            
	
              13.6

            	
              Ending
      the Plan

            	
              15

            
	 
      	
              THE
      SCHEDULE - PERFORMANCE TARGET

            	
              16
      - 18

            


    

    


     

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    


    THE
TOMKINS 2006 PERFORMANCE SHARE PLAN

     

    
      PLAN
SUMMARY

    

     

    The
Tomkins 2006 Performance Share Plan has been established to provide a
share-based long-term incentive arrangement for senior managers including
executive directors which more closely aligns the interests of managers with
shareholders.

     

    The Plan
is an employees’ share scheme within the meaning of section 743 of the Companies
Act 1985.

     

    Participation
in the Plan is discretionary.  Under the Plan, eligible employees may
be granted awards in respect of shares in the Company.  Each award
will be subject to a performance target, which must, in normal circumstances, be
met before the award vests.  Performance targets will normally be
measured over a period of not less than three years.  Special rules
apply in the event of the participant’s employment terminating early or on a
change of control of the Company.

     

    This
summary of the Plan does not form part of the rules of the Plan, which apply in
the event of any inconsistency.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    
      THE
TOMKINS 2006 PERFORMANCE SHARE PLAN

    

     

    
      	
              1.

            	
              INTERPRETATION
      AND CONSTRUCTION

            


    

     

    
      
        
          	
                  1.1

                	
                  Definitions

                


        

      

    

     

    
      	
               
      

            	
              In
      this Plan, the following expressions have the meanings shown next to
      them:

            


    

     

    
      	
               
      

            	
              Announcement Date - any
      date on which the Company announces its financial results for any period
      to the Stock Exchange;

            


    

     

    
      	
               
      

            	
              Award - a right to
      receive Shares in accordance with the
Rules;

            


    

     

    
      	
               
      

            	
              Award Shares - the
      Shares over which an Award is
granted;

            


    

     

    
      	
               
      

            	
              Board - the board of
      directors of the Company or a committee appointed by
  it;

            


    

     

    
      	
               
      

            	
              CA 1985 - Companies Act
      1985;

            


    

     

    
      	
               
      

            	
              Cause - any reason which
      justifies a Participant’s summary
dismissal;

            


    

     

    
      
        	
                 
      

              	
                Committee - the
      Remuneration Committee;

              


      

    

     

    
      	
               
      

            	
              Company - Tomkins PLC
      registered in England with No.
203531;

            


    

     

    
      	
               
      

            	
              Control - the same
      meaning as in section 840 (Meaning of “control” in
      certain contexts) of the ICTA
      1988;

            


    

     

    
      	
               
      

            	
              Eligible Employee - any
      employee who is eligible to take part in the Plan according to Rule 2
      (Eligibility);

            


    

     

    
      	
               
      

            	
              Grant Date - subject to
      Rule 3.3 (Timing of
      grant), the date on which an Award is
  granted;

            


    

     

    
      	
               
      

            	
              Grantor - the Company
      for Awards granted or to be granted by the Company and the Trustee for
      Awards granted or to be granted by the
Trustee;

            


    

     

    
      	
               
      

            	
              Group:

            


    

     

    
      	
               
      

            	
              (i)

            	
              for
      the purposes of Rule 8 (Leaving employment),
      the Company and its Subsidiaries together with any other company of which
      not less than 30 per cent of its equity share capital (within the meaning
      of section 744 (Expressions used generally in
      this Act) of the CA 1985)
      is beneficially owned (directly or indirectly) by the Company and its
      Subsidiaries and which the Committee has resolved for the time being
      should be treated for the purposes of that Rule as a member of the Group;
      and

            


    

     

    
      
        	
                 
      

              	
                (ii)

              	
                for all other purposes, the Company and its Subsidiaries,

                 

                and the expression member of the Group will
      be construed accordingly;

              


      

       

    

    
      	
               
      

            	
              Holding Company - the
      same meaning as in section 736 (“Subsidiary”, “holding
      company” and “wholly-owned subsidiary”) of the CA
    1985;

            


    

     

    
      	
               
      

            	
              ICTA 1988 - Income and
      Corporation Taxes Act 1988;

            


    

     


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              NIC Liability - a
      liability to pay national insurance contributions in the United Kingdom
      (or their equivalent outside the United Kingdom) in relation to an Award
      or the benefits received or capable of being received in respect of an
      Award;

            


    

     

    
      	
               
      

            	
              Participant - the holder
      of an Award or, after his death, his personal
    representative;

            


    

     

    
      	
               
      

            	
              Participating Employer -
      any member of the Group;

            


    

     

    
      	
               
      

            	
              Performance Period - the
      period over which the Performance Target is to be measured as determined
      by the Committee;

            


    

     

    
      	
               
      

            	
              Performance Target - the
      target or targets for an Award set under Rule 3.4 (Performance Targets and other
      conditions) as changed from time to time under Rule 3.5 (Changing Performance Targets
      and other conditions);

            


    

     

    
      	
               
      

            	
              Permitted Reason - in
      relation to a Participant:

            


    

     

    
      	
            	
              (i) 

            	
              his
      death;

            


    

     

    
      	
            	
              (ii) 

            	
              his
      retirement;

            


    

     

    
      	
            	
              (iii) 

            	
              his
      ill-health, injury or disability;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              his
      redundancy within the meaning of the Employment Rights Act
      1996;

            


    

     

    
      	
               
      

            	
              (v)

            	
              the
      company by which the Participant is employed ceasing to be a member of the
      Group; or

            


    

     

    
      	
               
      

            	
              (vi)

            	
              the
      business, or part of the business, in which the Participant works being
      transferred to a transferee which is not a member of the Group;
      and

            


    

     

    
      	
               
      

            	
              (vii)

            	
              such
      other reason as the Committee may
decide;

            


    

     

    
      	
               
      

            	
              Plan - this plan
      including any schedule to the
Rules;

            


    

     

    
      	
               
      

            	
              Release Date – such date
      as the Committee may decide falling within the period of three months
      starting on the later of:

            


    

     

    
      	
            	
              (i)

            	
              the
      Vesting Date; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      third anniversary of the Grant
Date;

            


    

     

    
      	
               
      

            	
              but
      this is subject to any Rule which provides for the Release Date to happen
      at another time;

            


    

     

    
      
        	
                 
      

              	
                Remuneration Committee - the
      committee of the Board known by that
  name;

              


      

       

    

    
      
        
          
            	
                     
      

                  	
                    Remuneration Committee - the
      committee of the Board known by that
  name;

                  


          

        

      

    

     

    
      	
               
      

            	
              (i)

            	
              his
      retirement at or after the date on which he is bound to retire in
      accordance with his contract of employment or, if there is no such date,
      his 65th
      birthday; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              his
      retirement before that date with the consent of the
    Company;

            


    

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    Rules - the rules of this
Plan;

     

    
      	
               
      

            	
              Share - a fully-paid
      ordinary share in the capital of the
Company;

            


    

     

    
      	
               
      

            	
              Stock Exchange - London
      Stock Exchange plc or any recognised investment exchange for the purposes
      of the Financial Services and Markets Act 2000 which may take over the
      function of the London Stock Exchange
plc;

            


    

     

    
      	
               
      

            	
              Subsidiary - the same
      meaning as in section 736 (“Subsidiary”, “holding
      company” and “wholly-owned subsidiary”) of the CA
    1985;

            


    

     

    
      	
               
      

            	
              Trustee - the trustee of
      any employee benefit trust set up for the benefit of employees of the
      Group;

            


    

     

    
      	
               
      

            	
              UK Listing Authority -
      the Financial Services Authority acting in its capacity as the competent
      authority for the purposes of Part 6 (Official List) of the
      Financial Services and Markets Act 2000 or such other person as is from
      time to time appointed to be the competent authority for the purposes of
      that Act;

            


    

     

    
      	
               
      

            	
              Unvested Award - any
      Award which is not a Vested Award;

            


    

     

    
      	
               
      

            	
              Vested Award - subject
      to the Rules, an Award, or (as
      the case may be) that part of an Award, which the Committee determines has
      become a Vested Award;

            


    

     

    
      	
               
      

            	
              Vested Shares - the
      number of Award Shares subject to a Vested Award;
  and

            


    

     

    
      	
               
      

            	
              Vesting Date - in
      relation to an Award, the date on which the Committee certifies in
      accordance with the Rules that the Performance Target applicable to that
      Award has or has not been met and to what extent, up to the
      maximum.

            


    

     

    
      
        	
                1.2

              	
                Meaning
      of ceasing to be employed within the
Group

              


      

    

     

    
      	
              (A)

            	
              For
      the purposes of the Rules but subject to (B), a Participant is to be
      treated as ceasing to be employed within the Group when he is no longer
      employed by any company which is a member of the Group.  For the
      avoidance of doubt, a Participant will cease to be employed by a member of
      the Group if the company by which he is employed ceases to be a member of
      the Group.

            


    

     

    
      	
              (B)

            	
              If
      a Participant is away from work:

            


    

     

    
      	
               
      

            	
              (i)

            	
              in
      circumstances where he has a contractual or statutory right to return to
      work at the end of the period of leave;
or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              because
      of a period of leave approved by the Board for this
    purpose,

            


    

     

    
      	
               
      

            	
              the
      Participant will be treated for the purposes of the Rules as continuing to
      be employed within the Group (whether or not he is) unless and until the
      Board is satisfied that there is no longer any reasonable expectation that
      the Participant will return to work and not to have ceased to be so
      employed if he returns to work at the end of that period of
      leave.

            


    

     

    
      
        	
                1.3

              	
                Construction
      of Rules

              


      

    

     

    
      	
              (A)

            	
              Any
      reference in the Plan:

            


    

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (i)

            	
              to
      the singular includes the plural and vice
versa;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              to
      the masculine includes the feminine;
and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              to
      an enactment includes that enactment as for the time being amended or
      re-enacted.

            


    

     

    
      	
              (B)

            	
              Any
      reference in a Rule to a number or letter in parenthesis (for example (B))
      is a reference to the paragraph in that Rule with that number or
      letter.

            


    

     

    
      	
              (C)

            	
              The
      headings to the Rules are for reference purposes only and are not to be
      used in construing the meaning of the
Rules.

            


    

     

    
      
        	
                1.4

              	
                Governing
      law

              


      

    

     

    
      	
               
      

            	
              Unless
      the Rules say otherwise, this Plan, any Award granted under it and any
      agreement made under it are governed by English
  law.

            


    

     

    
      
        	
                1.5

              	
                Administration

              


      

    

     

    
      	
               
      

            	
              Unless
      the Rules say otherwise, the Remuneration Committee will administer the
      Plan.

            


    

     

    
      
        	
                1.6

              	
                Disputes

              


      

    

     

    
      	
               
      

            	
              The
      Remuneration Committee’s decision on the construction of the Rules and on
      any disputes arising under the Plan is final and binding on all
      persons.

            


    

     

    
      	
              2.

            	
              ELIGIBILITY

            


    

     

    
      
        	
                2.1

              	
                General

              


      

    

     

    
      	
               
      

            	
              A
      person is eligible to be granted an Award at the discretion of the
      Committee if he is an employee (whether or not he is also a director) of a
      Participating Employer and not under notice (whether given or
      received).

            


    

     

    
      
        	
                2.2

              	
                Absence
      on leave

              


      

    

     

    This Rule
applies where an individual is away from work with a Participating Employer in
circumstances where he has a statutory or contractual right to return to work at
the end of the period of leave.  For the purposes of Rule 2, the
individual will be treated as continuing to be employed by the Participating
Employer unless and until the Committee is satisfied that there is no longer any
reasonable expectation of the individual returning to work in exercise or his
statutory or contractual rights to do so.

     

    
      	
              3.

            	
              GRANTING
      AWARDS

            


    

     

    
      
        	
                3.1

              	
                Restrictions
      on grant

              


      

    

     

    
      	
              (A)

            	
              The
      Committee must make sure:

            


    

     

    
      	
               
      

            	
              (i)

            	
              that
      the limits in Rule 4 (Individual limit) and 5
      (Plan limits) are
      not exceeded;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              that
      Awards are not granted after 22 May 2016;
and

            


    

     


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (iii)

            	
              that
      the Plan is not operated at any time, or in any circumstances, when to do
      so would be in breach of the Criminal Justice Act 1993, the Company’s code
      of practice on dealings in shares and securities, the Listing Rules of the
      UK Listing Authority or any other applicable laws or
      regulations.

            


    

     

    
      	
              (B)

            	
              If
      by reason of (A)(iii) the date on which an Award is granted to an Eligible
      Employee has to be deferred, the Committee may nevertheless decide that
      the Grant Date of that Award will be the date on which the Award would
      have been granted but for the
deferral.

            


    

     

    
      
        	
                3.2

              	
                Operation
      of the Plan

              


      

    

     

    
      	
              (A)

            	
              Whenever
      it decides to operate the Plan, the Committee must decide who is to be the
      Grantor of the Award.  If the Grantor is to be the Trustee, the
      Committee must obtain the Trustee’s agreement beforehand.  The
      Trustee may not grant an Award without the consent of the
      Committee.

            


    

     

    
      	
              (B)

            	
              The
      Grantor may (with the prior written consent of the Committee if the Awards
      are to be granted by the Trustee) adopt such procedure as it thinks fit
      for granting Awards; it may invite Eligible Employees to apply for Awards
      or it may grant Awards without issuing
  invitations.

            


    

     

    
      
        	
                3.3

              	
                Timing
      of grant

              


      

    

     

    
      	
              (A)

            	
              Subject
      to Rule 3.1 and to (B), Awards may be granted as
  follows:

            


    

     

    
      	
               
      

            	
              (i)

            	
              in
      the six weeks following the date on which the Plan is approved by the
      Company in general meeting;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              in
      the six weeks following an Announcement
Date;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              when,
      or shortly after, an Eligible Employee first becomes employed by a member
      of the Group;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              when,
      or shortly after, an Eligible Employee is promoted to a position which
      qualifies him to receive an Award or an increased level of Award;
      and

            


    

     

    
      	
               
      

            	
              (v)

            	
              at
      other times if the Committee considers that exceptional circumstances
      exist.

            


    

     

    
      	
              (B)

            	
              The
      Awards granted within the period mentioned in (A)(i) will be deemed to
      have a Grant Date of 22 November
2005.

            


    

     

    
      
        	
                3.4

              	
                Performance
      Targets and other conditions

              


      

    

     

    
      	
              (A)

            	
              The
      Committee must make each Award subject to a Performance Target; it may
      also impose other conditions. The Performance Target and the other
      conditions must be objective.  In particular, but without
      limitation, an Award may be granted on terms that the Participant must
      agree to bear the cost of some or all of any NIC Liability either by
      reimbursing the person otherwise liable or by entering into an election to
      transfer the NIC Liability to
himself.

            


    

     


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
              (B)

            	
              Except
      where the Rules specify otherwise, the Performance Target must be measured
      over a period of not less than three years beginning either with the Grant
      Date or with the start of the Company’s financial year in which the Award
      is granted.

            


    

     

    
      	
              (C)

            	
              Unless
      otherwise determined by the Committee, each Award will be subject to the
      Performance Target set out in the Schedule to these
      Rules.  Except with the prior approval of the Company in general
      meeting, the Committee may not use a Performance Target which, in the
      opinion of the Committee, is less challenging than the one set out in the
      Schedule.

            


    

     

    
      
        	
                3.5

              	
                Changing
      Performance Targets and other
conditions

              


      

    

     

    
      	
              (A)

            	
              The
      Committee may change the Performance Target or the other conditions to
      which an Award is if it considers that it is fair and reasonable to do
      so.

            


    

     

    
      	
              (B)

            	
              The
      power to change includes the power to adjust the existing Performance
      Target or other conditions and to impose a new objective Performance
      Target or different objective conditions.  The change must not,
      however, have the effect, in the opinion of the Committee, of making the
      Performance Target or the other conditions either materially easier or
      materially more difficult to achieve than it was or they were when the
      Award was granted.

            


    

     

    
      	
              (C)

            	
              The
      Company must tell each Participant of any change in the Performance Target
      or other conditions which apply to his
Award.

            


    

     

    
      
        	
                3.6

              	
                Notification
      to the Trustee

              


      

    

     

    
      	
               
      

            	
              In
      any case where the Grantor is the Trustee, the Committee must tell the
      Trustee before setting or changing the Performance Target or the other
      conditions.

            


    

     

    
      
        	
                3.7

              	
                Deed
      of grant for Awards

              


      

    

     

    
      	
               
      

            	
              On
      the Grant Date, the Grantor must execute a deed of grant in favour of each
      recipient of an Award.  The deed of grant may be in favour of
      more than one recipient.  If so, it will be retained by the
      Grantor but the Grantor must make it (or the relevant part of it)
      available for inspection by each recipient.  As soon as
      practicable after the Grant Date, the Company must procure that each
      recipient is given written details of his
Award.

            


    

     

    
      	
              4.

            	
              INDIVIDUAL LIMIT

            


    

     

    
      	
              (A)

            	
              The
      annual value of the Awards granted to the Chief Executive and the Finance
      Director must not exceed, respectively, £4 million and £1.2
      million.  The Committee will determine the level of Awards
      granted to other Participants.

            


    

     

    
      	
              (B)

            	
              For
      the purposes of (A), the value of an Award will be determined by reference
      to the market value of a Share at the Grant
  Date.

            


    

     

    
      	
              (C)

            	
              An
      Award may be granted on terms that the maximum value of the Shares that
      may vest in accordance with the Performance Target is
      limited.  For this purpose, the value of a Share will be
      determined by reference to the market value of a Share at or about the
      date (as determined by the Committee) that the Award becomes a Vested
      Award.

            


    

     


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
              5.

            	
              PLAN
      LIMITS

            


    

     

    
      
        	
                5.1

              	
                General

              


      

    

     

    
      	
               
      

            	
              The
      Committee must make sure that the nominal amount of Shares in respect of
      which Awards are granted on any date (to the extent to which those Awards
      are to be satisfied by Shares transferred from treasury) does not exceed
      either of the limits set out in Rule 5.3 or
5.4.

            


    

     

    
      
        	
                5.2

              	
                Meaning
      of terms used in Rule 5

              


      

    

     

    
      	
               
      

            	
              In
      Rule 5:

            


    

     

    
      	
               
      

            	
              (i)

            	
              allocate means the issue of new
      Shares or the transfer of treasury Shares in satisfaction of a person’s
      rights under an award;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              an
      award means any
      option or other right to acquire or receive Shares whether conditional or
      unconditional and whether or not for
payment;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              a
      discretionary
      scheme is a scheme in which those taking part are senior employees and
      directors chosen at the discretion of the body administering the
      scheme;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              an
      employee share
      scheme means any scheme for employees of the Group which has been
      approved by the Company in general
meeting;

            


    

     

    
      	
               
      

            	
              (v)

            	
              equity share capital has
      the same meaning as in section 744 (Expression used generally in
      this Act) of the CA 1985 but, for the avoidance of doubt, will
      include any treasury shares;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              no
      account will be taken of Shares acquired by an employee or former employee
      (or the personal representatives of such a person) where the Shares are
      acquired for a price equal to their market value at or about the date of
      acquisition and the cost of those Shares is borne by the employee or
      former employee (or his estate);

            


    

     

    
      	
               
      

            	
              (vii)

            	
              subject
      to (viii), no account will be taken of an award if and to the extent that
      the Committee considers that it will be satisfied by the transfer of
      existing Shares other than treasury Shares;
and

            


    

     

    
      	
               
      

            	
              (viii)

            	
              any
      Shares allocated to the trustee of any trust which were used or which are
      to be used to satisfy awards granted under an employee share scheme must
      be treated as having been allocated in respect of those awards unless the
      Shares were acquired by the trustee pursuant to a rights issue or other
      opportunity offered to the trustee in respect of Shares other than Shares
      previously allocated to it.

            


    

     

    
      
        	
                5.3

              	
                10
      per cent in 10 years for all
schemes

              


      

    

     

    
      	
               
      

            	
              The
      limit for this Rule is A minus B where A is 10 per cent of the nominal
      amount of the Company’s equity share capital on the day before the Grant
      Date, and B is the total nominal amount of the
  following:

            


    

     


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (i)

            	
              Shares
      allocated in respect of awards granted within the previous 10 years under
      any employee share scheme;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Shares
      remaining to be allocated in respect of awards granted on the same date or
      within the previous 10 years under any employee share scheme;
      and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Shares
      allocated on the same date or within the previous 10 years under any
      employee share scheme otherwise than in respect of an
    award.

            


    

     

    
      
        	
                5.4

              	
                5
      per cent in 10 years for discretionary
schemes

              


      

    

     

    
      	
               
      

            	
              The
      limit for this Rule is A minus B where A is 5 per cent of the nominal
      amount of the Company’s equity share capital on the day before the Grant
      Date, and B is the total nominal amount of the
  following:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Shares
      allocated in respect of awards granted within the previous 10 years under
      any discretionary employee share
scheme;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Shares
      remaining to be allocated in respect of awards granted on the same date or
      within the previous 10 years under any discretionary employee share
      scheme; and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Shares
      allocated on the same date or within the previous 10 years under any
      discretionary employee share scheme otherwise than in respect of an
      award.

            


    

     

    
      	
              6.

            	
              VESTING
      OF SHARES

            


    

     

    
      	
               
      

            	
              At
      the end of the Performance Period, the Committee must determine whether
      and to what extent an Award has become a Vested Award and notify the
      Participant accordingly.  An Award may not become a Vested Award
      to an extent that is greater than the amount determined according to the
      Performance Target and/or any limit determined in accordance with Rule 4
      (Individual limit).  If and to the extent that the Award Shares
      do not become Vested Shares, the Award will
  lapse.

            


    

     

    
      	
              7.

            	
              TRANSFER
      OF SHARES

            


    

     

    
      
        	
                7.1

              	
                Restrictions
      upon transfer of Shares

              


      

    

     

    
      	
               
      

            	
              A
      Participant’s Award Shares may not be transferred to him unless and until
      they become Vested Shares.

            


    

     

    
      
        	
                7.2

              	
                Lapsing
      of Awards

              


      

    

     

    
      	
              (A)

            	
              Subject
      to (B), if an Award (or part of it) lapses under any Rule, it (or, as the
      case may be, the relevant part of it) lapses; it may not vest subsequently
      under any other Rule.

            


    

     

    
      	
              (B)

            	
              A
      Participant may release his Award in consideration of the grant of a new
      award in accordance with Rule 10 (Substitute awards following
      change of Control) within the time allowed by that Rule
      notwithstanding the provisions of Rule 11 (Change of Control and
      liquidation).

            


    

     


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      
        	
                7.3

              	
                Share
      dealing code

              


      

    

     

    
      	
              (A)

            	
              The
      Release Date of an Award may not occur at any time when the buying or
      selling of securities by a director or employee of the Company would
      breach the Company’s code of practice on dealings in shares and other
      securities.

            


    

     

    
      	
              (B)

            	
              The
      restriction in (A) applies even if the Participant is not at that time
      forbidden by the code from buying or selling securities. The restriction
      does not, however, apply if permission is
given:

            


    

     

    
      	
               
      

            	
              (i)

            	
              in
      the case of a Participant who is bound by that code, in accordance with
      the procedures laid down in the code;
or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              in
      the case of any other Participant, by such person as the Committee may
      nominate for this purpose.

            


    

     

    
      
        	
                7.4

              	
                Transfer
      of Vested Shares

              


      

    

     

    
      	
              (A)

            	
              Within
      14 days of the Release Date of an Award, the Company must transfer the
      Participant’s Vested Shares, or arrange for those Vested Shares to be
      transferred, to the Participant or to someone else chosen by the
      Participant.

            


    

     

    
      	
              (B)

            	
              The
      obligation under (A) is, however, subject
to:

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      necessary consents or approvals as may be required by any competent
      authority having first been
obtained;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Participant having complied with the terms of the Award;
    and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              some
      of the Shares being sold in accordance with Rule
  7.5.

            


    

     

    
      
        	
                7.5

              	
                Withholding
      obligations

              


      

    

     

    
      	
              (A)

            	
              This
      Rule applies in either of the following
  situations:

            


    

     

    
      	
               
      

            	
              (i)

            	
              if
      the Board considers that any person may have to make a payment to the
      appropriate authorities on account of the Participant’s liability to tax,
      duties, social security contributions or other amounts in respect of any
      of the following:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Award
      Shares becoming Vested Shares; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      other event in connection with an Award;
or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              if
      the Award has been granted subject to a condition that the Participant
      must reimburse any person for some or all of the NIC Liability arising on
      any event in connection with his Award or if the Participant has
      subsequently agreed to do so or if he has entered into an election to
      transfer some or all of that NIC Liability to
  himself.

            


    

     

    
      	
              (B)

            	
              The
      Participant must either pay that person the amount which it needs to pay
      (or has paid) the appropriate authorities or agree to other arrangements
      approved by the Company.  If he does not do so within such
      period as is specified by the Company, then he will be deemed to have
      authorised the disposal of such number of his Award Shares as is necessary
      to ensure that the net proceeds of sale of those Shares are as nearly as
      possible equal to the amount due to (or paid to) the appropriate
      authorities, or as are required to ensure that the Participant complies
      with his obligations, and the payment of the net proceeds of sale to that
      person.

            


    

     


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    
      	
              8.

            	
              LEAVING
      EMPLOYMENT

            


    

     

    
      
        	
                8.1

              	
                Leaving
      employment - before the end of the first year of the Performance
      Period

              


      

    

     

    
      	
              (A)

            	
              Subject
      to (B), if a Participant’s employment within the Group ends for any reason
      whatsoever before the end of the first year of the Performance Period, his
      Award will lapse on the date on which his employment
  ends.

            


    

     

    
      	
              (B)

            	
              If
      the reason for the Participant’s employment ending is his death, the
      Committee may alternatively decide that the Award will not lapse or take
      such other action as it determines to be
  appropriate.

            


    

     

    
      
        	
                8.2

              	
                Leaving
      employment for Cause

              


      

    

     

    If a
Participant’s employment within the Group ends for Cause either during the
Performance Period or after the end of the Performance Period and before the
Release Date, his Award will lapse on the date on which his employment
ends.

     

    
      
        	
                8.3

              	
                Leaving
      employment after the end of the first year of the Performance Period and
      before the Release Date for a Permitted
Reason

              


      

    

     

    If a
Participant’s employment within the Group ends for a Permitted Reason after the
end of the first year of the Performance Period and before the Release Date, he
will retain his Award.

     

    
      
        	
                8.4

              	
                Leaving
      employment after the end of the Performance Period and before the Release
      Date

              


      

    

     

    If a
Participant’s employment within the Group ends after the end of the Performance
Period and before the Release Date for any reason other than for Cause, he will
retain his Award.

     

    
      
        	
                8.5

              	
                Leaving
      employment - any other reason

              


      

    

     

    If a
Participant’s employment within the Group ends and none of Rules 8.1, 8.2, 8.3
or 8.4 apply, his Award will lapse on the date on which his employment
ends.

     

    
      	
              9.

            	
              CHANGE
      OF CONTROL AND LIQUIDATION

            


    

     

    
      
        	
                9.1

              	
                Release
      of Shares

              


      

    

     

    
      	
              (A)

            	
              This
      Rule applies in any of the following
  circumstances:

            


    

     

    
      	
               
      

            	
              (i)

            	
              if
      any person (either alone or together with any person acting in concert
      with him) obtains Control of the Company or, already having Control of the
      Company, makes a general offer to acquire all of the Shares other than
      those which are already owned by him and/or any person acting in concert
      with him;

            


    

     


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (ii)

            	
              if
      the court approves a compromise or arrangement between the Company and its
      members under section 425 (Power of company to compromise
      with creditors and members) of the CA 1985;
  or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              if
      a resolution is passed for the winding-up, or an order is made for the
      compulsory winding-up, of the
Company;

            


    

     

    and the
date on which any of these events happens is called for the purposes of Rule 9
the relevant
date.

     

    
      	
              (B)

            	
              If
      the Participant has an Unvested Award, then it will become a Vested Award
      (if at all) in respect of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      number of Shares determined in accordance with Rule 6 (Vesting of Shares) by
      deeming the Performance Period to have ended on the relevant date and then
      adjusting it on such basis as the Committee may determine having regard to
      the proportion of the Performance Period which has expired by the relevant
      date; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              such
      greater or lesser number of Shares as the Committee may determine having
      regard to such factors as it considers
relevant.

            


    

     

    
      	
              (C)

            	
              If
      the Participant has a Vested Award or an Unvested Award that becomes a
      Vested Award according to (B), then Rule 6 (Release of Shares) will
      apply as if the relevant date were the Release
  Date.

            


    

     

    
      
        	
                9.2

              	
                Lapsing
      of Awards

              


      

    

     

    
      	
               
      

            	
              Unless
      it is exchanged (whether before or after the date on which it would
      otherwise lapse) for a new award under Rule 10 (Substitute awards following
      change of Control), a Participant’s Award will lapse if and to the
      extent that it does not become a Vested Award in accordance with
      Rule 9.1(B).

            


    

     

    
      	
              10.

            	
              SUBSTITUTE
      AWARDS FOLLOWING CHANGE OF CONTROL

            


    

     

    
      
        	
                10.1

              	
                Application
      of Rule 10

              


      

    

     

    
      	
               
      

            	
              Rule 10
      applies if a company (the acquiring
      company):

            


    

     

    
      	
               
      

            	
              (i)

            	
              obtains
      Control of the Company as a result of making a general offer to buy the
      whole of the issued share capital of the Company which is made on a
      condition which, if met, will give the acquiring company Control of the
      Company; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              obtains
      Control of the Company as a result of making a general offer to buy all
      the Shares; or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              obtains
      Control of the Company as a result of a compromise or arrangement approved
      by the court under section 425 (Power of company to compromise
      with creditors and members) of the CA 1985;
  or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              becomes
      bound or entitled to acquire shares in the Company under sections 428
      to 430F (Takeover
      offers) of the CA 1985.

            


    

     


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              The
      acquiring company’s offer under (i) or (ii) need not extend to shares
      which are already owned by it, its Holding Company or by its Subsidiaries
      or those of its Holding Company.

            


    

     

    
      
        	
                10.2

              	
                Release
      of Awards

              


      

    

     

    With the
agreement of the acquiring company, a Participant may release his Award (the
old award) in return for
the grant to him of another award (the new award) over shares in the
acquiring company or some other company.

     

    
      
        	
                10.3

              	
                Deemed
      release

              


      

    

     

    If a
Participant’s old award is an Unvested Award, the Committee may determine that
the Participant will be deemed to have agreed to the release of his old award in
return for the grant of a new award under Rule 10.

     

    
      
        	
                10.4

              	
                Consequences
      of release

              


      

    

     

    
      	
              (A)

            	
              If
      a Participant is granted a new award under
  Rule 10:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      new award will vest or be exercisable in the same way as the old
      award;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      new award will be subject to the provisions of the Plan as it had effect
      in relation to the old award immediately before its
    release;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      Rules will apply to the new award as if references to Shares were
      references to the shares in respect of which the new award is
      granted;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      Rules will apply to the new award as if references to the Company
      (including any such references as occur in expressions which are defined
      in Rule 1.1 (Definitions) and are
      used in those Rules) were references to the company in respect of whose
      shares the new award is granted;
and

            


    

     

    
      	
               
      

            	
              (v)

            	
              the
      Rules will apply with such adjustments as the Committee may
      decide.

            


    

     

    
      	
              (B)

            	
              If
      the old award was an Unvested Award immediately before the release and
      grant and the new award is not granted subject to a performance target,
      the new award will be deemed to become a Vested Award on the first date on
      which the old award could have become a Vested Award according to Rule 6
      (Vesting of
      Shares).

            


    

     

    
      	
              11.

            	
              VARIATION
      OF CAPITAL

            


    

     

    
      
        	
                11.1

              	
                Application
      of Rule 11

              


      

    

     

    
      	
               
      

            	
              Rule 11
      applies if there is a variation in the share capital of the Company or in
      such other circumstances as the Board considers
    appropriate.

            


    

     

    
      
        	
                11.2

              	
                Adjustment
      of Awards

              


      

    

     

    
      	
               
      

            	
              The
      Board may adjust each Award in any way that it thinks
      appropriate.  The Board’s decision will be final.  In
      the case of Awards granted by the Trustee, the Board must, however, get
      the Trustee’s agreement beforehand.

            


    

     


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    
      
        	
                11.3

              	
                Notification
      of adjustment

              


      

    

     

    
      	
               
      

            	
              The
      Company must tell each Participant of any adjustment to his Award as soon
      as possible after the Board’s
decision.

            


    

     

    
      	
              12.

            	
              GENERAL

            


    

     

    
      
        	
                12.1

              	
                No
      issue of new Shares

              


      

    

     

    The
Company may not issue any new Shares for the purposes of the Plan.

     

    
      
        	
                12.2

              	
                Non-transferability
      of Awards

              


      

    

     

    
      	
               
      

            	
              An
      Award is personal to the Participant and his personal
      representatives.  It will lapse immediately
  if:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Participant transfers it or creates any interest in it in favour of any
      third party; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              a
      bankruptcy order is made in respect of him or any similar event occurs
      under the laws of any country other than
  England.

            


    

     

    
      
        	
                12.3

              	
                Relationship
      to contract of employment

              


      

    

     

    
      	
               
      

            	
              Participation
      in the Plan is a matter entirely separate from, and does not affect, a
      Participant’s pension rights or terms of employment.  If a
      Participant ceases to be entitled to exercise his Award or to receive
      Shares or the Award Shares are forfeited because his employment ends
      (whether fairly, unfairly, lawfully or wrongfully) or for any other
      reason, he will not be entitled to any compensation by reference to the
      rights granted to, or the benefits capable of being received by, him under
      the Plan or for the loss of such rights or
  benefits.

            


    

     

    
      
        	
                12.4

              	
                Notices
      and circulars to shareholders

              


      

    

     

    
      	
               
      

            	
              The
      Company need not give Participants copies of any documents sent by the
      Company to its shareholders.

            


    

     

    
      
        	
                12.5

              	
                Costs

              


      

    

     

    
      	
               
      

            	
              The
      Company must pay the costs of preparing and running the
      Plan.  It may, however, require Participating Employers to share
      the costs on such a basis as the Board considers
  fair.

            


    

     

    
      
        	
                12.6

              	
                Notices
      to Eligible Employees and
Participants

              


      

    

     

    
      	
              (A)

            	
              Any
      notice or document to an Eligible Employee or Participant may be given
      either personally or through the internal post or by sending it by
      ordinary post, e-mail or facsimile or by other electronic means (including
      the internet and the intranet) to the address or number given by that
      person.

            


    

     

    
      	
              (B)

            	
              Where
      a notice or document is sent to an Eligible Employee or Participant by
      ordinary post, it will be treated as being received 72 hours after it was
      put into the post properly addressed and stamped.  In all other
      cases, the notice or document will be treated as received when it is
      given.

            


    

     


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    
      	
              (C)

            	
              All
      notices and documents given or sent to Eligible Employees or Participants
      will be given or sent at the risk of the
      addressee.   Neither the Company nor any of its
      Subsidiaries nor the Trustee has any liability in respect of any notice or
      document given or sent, nor any obligation to check that the addressee
      actually receives it.

            


    

     

    
      
        	
                12.7

              	
                Notices
      to Company and Trustee

              


      

    

     

    
      	
              (A)

            	
              A
      notice or document to the Company or the Trustee must be given by such
      means as the Board may from time to time decide.  Such means may
      include, but are not limited to, delivering it personally or through the
      internal post to the recipient’s registered office or principal place of
      business or by sending it by facsimile or e-mail or other electronic means
      (including the internet and the
intranet).

            


    

     

    
      	
              (B)

            	
              Unless
      otherwise agreed by the Company, a notice or document will only be
      effective once it is received by the
recipient.

            


    

     

    
      	
              (C)

            	
              All
      notices and documents given or sent to the Company or the Trustee will be
      given or sent at the risk of the sender.  Neither the Company
      nor any of its Subsidiaries nor the recipient has any liability in respect
      of any notice or document given or sent, nor any obligation to check that
      the addressee actually receives it.

            


    

     

    
      	
              13.

            	
              CHANGING
      AND ENDING THE PLAN

            


    

     

    
      
        	
                13.1

              	
                Power
      of change - general

              


      

    

     

    
      	
               
      

            	
              Subject
      to the limitations in Rule 13.3, the Committee may change the Plan in
      any way.

            


    

     

    
      
        	
                13.2

              	
                Power
      of change - sub-plans

              


      

    

     

    In
exercise of the power of change, the Committee may create
sub-plans.

     

    
      
        	
                13.3

              	
                Power
      of change - limitations

              


      

    

     

    
      	
              (A)

            	
              Subject
      to the exceptions in Rule 13.4, the approval of the Company in general
      meeting must be obtained before making any change to the advantage of
      employees or Participants to the following
  provisions:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Rule
      2 (Eligibility);

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Rule
      3.4 (Performance Targets
      and other conditions);

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Rule
      3.5 (Changing
      Performance Targets and other
  conditions);

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Rule
      4 (Individual
      limit);

            


    

     

    
      	
               
      

            	
              (v)

            	
              Rule
      5 (Plan
      limits);

            


    

     

    
      	
               
      

            	
              (vi)

            	
              Rule
      8 (Leaving
      employment);

            


    

     

    
      	
               
      

            	
              (vii)

            	
              Rule
      9 (Change of Control and
      liquidation);

            


    

     

    
      	
               
      

            	
              (viii)

            	
              Rule
      11 (Variation of
      capital);

            


    

     


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (ix)

            	
              Rule
      12.2 (Non-transferability of
      Awards);

            


    

     

    
      	
               
      

            	
              (x)

            	
              this
      Rule 13.

            


    

     

    
      	
              (B)

            	
              Subject
      to the exceptions in Rule 13.4, no change may be made which would affect
      adversely any of the subsisting rights of a Participant except either with
      his written consent or with the consent of most of the Participants
      affected by the change.

            


    

     

    
      
        	
                13.4

              	
                Power
      of change - exceptions

              


      

    

     

    
      	
               
      

            	
              The
      Remuneration Committee may:

            


    

     

    
      	
               
      

            	
              (i)

            	
              change
      the Plan to take account of any changes to any relevant
    law;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              may
      change the Plan to get or keep favourable tax, exchange control or
      regulatory treatment for Participants or any member of the Group;
      and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              make
      minor changes to the Plan to ease its administration or to correct
      clerical errors.

            


    

     

    
      
        	
                13.5

              	
                Notification
      of changes

              


      

    

     

    
      	
               
      

            	
              The
      Company must tell a Participant about any change which affects his
      rights.

            


    

     

    
      
        	
                13.6

              	
                Ending
      the Plan

              


      

    

     

    
      	
               
      

            	
              The
      Remuneration Committee may end the Plan at any time in which case no
      further Awards will be granted.  In all other respects, the Plan
      will remain in force.

            


    

     


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              THE
      SCHEDULE

            


    

     

    
      	
               
      

            	
              PERFORMANCE
      TARGET

            


    

     

    1.           Introduction

     

    
      	
               
      

            	
              This Schedule sets out
      the Performance Target that is applicable to all Awards granted under the
      Plan unless the Committee determines
otherwise.

            


    

     

    
      	
              2.

            	
              Definitions

            


    

     

    
      	
               
      

            	
              In
      this Schedule, unless the context otherwise requires, words and
      expressions defined in the Rules have the same meanings and the following
      words and expressions have the meanings shown next to
  them:

            


    

     

    
      	
               
      

            	
              Cost of equity - the
      baseline performance below which no Award Shares will vest as notified to
      the Participant when his Award is granted to
  him;

            


    

     

    
      	
               
      

            	
              Annualised TSR for a
      three-year Performance Period is calculated as
  follows:

            


    

     

     

    

    


            By way of
example (assuming Cumulative TSR of 60 per cent): Annualised TSR equals the cube
root of 1 plus 0.60, which equals 1.17, minus 1 which equals 17 per
cent.

     

     

    
      	
               
      

            	
              Cumulative TSR - the
      increase in the Net Return Index for the Company as calculated by
      Datastream (or a similar financial information provider) over the
      Performance Period calculated as
follows:

            


    

     

    

     

    
      	
               
      

            	
              where,
      but subject to paragraph 3 below:

            


    

     

    
      	
               
      

            	
              TSR1
      is its average Net Return Index over each weekday (excluding Saturdays,
      Sundays and bank holidays) during the three months immediately prior to
      the beginning of the Performance Period;
and

            


    

     

    
      	
               
      

            	
              TSR2
      is its average Net Return Index over each weekday (excluding Saturdays,
      Sundays and bank holidays) during the last three months of the Performance
      Period.

            


    

     


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              Linear sliding scale –
      where an Award will vary according to a linear relationship between
      annualised TSR over the Performance Period and the size of the Award as
      long as annualised TSR is above the cost of equity and below the maximum
      level (which corresponds to a cumulative TSR of 60 per cent over the
      performance Period):

            


    

     

    


     

    
      	
               
      

            	
              Net Return Index - the
      index that reflects movements in share price over a period and dividends
      reinvested on a net basis (without any associated tax credit) in shares on
      the ex-dividend date;

            


    

     

    
      	
               
      

            	
              Performance Period - the
      period of three years starting with the Grant Date of the
      Award;

            


    

     

    
      	
              3.

            	
              The
      Performance Target

            


    

     

    
      	
              3.1

            	
              Subject
      to the rules of the Plan, the Award Shares will not become Vested Shares
      unless and to the extent that the Performance Target is
      satisfied.

            


    

     

    
      	
              3.2

            	
              As
      soon as practicable following the end of the Performance Period, the
      Committee shall calculate the TSR for the Performance
    Period.

            


    

     

    
      	
              3.3

            	
              If
      the Annualised TSR is equal to or less than the Cost of Equity, none of
      the Award Shares will become Vested Shares and the Award will
      lapse.

            


    

     

    
      	
              3.4

            	
              If
      the Cumulative TSR is at or above 60 per cent, the Award will vest in full
      and all of the Award Shares will become Vested
  Shares.

            


    

     

    
      	
              3.5

            	
              If the Annualised TSR is greater
      than the Cost of Equity but the Cumulative TSR is less than 60 per cent,
      the Award will vest on a linear sliding scale.  If and to the
      extent that the Award does not vest, it will forthwith
      lapse.

            


    

     

    
      	
              3.6

            	
              Notwithstanding
      the foregoing, the number of Award Shares that may become Vested Shares
      must not exceed the number determined in accordance with the limit, if
      any, imposed under Rule 4 (Individual limit).  If and to the
      extent that the Award does not vest as a result of that limit, it will
      forthwith lapse.

            


    

     


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    
      	
              4. 

            	
              Adjustment
      or substitution of Performance
Target

            


    

     

    
      	
               
      

            	
              In
      accordance with and subject to the Rules of the Plan, the Committee may
      adjust the Performance Target set out in this Schedule or substitute new
      Performance Target in circumstances as a result of which the Committee
      considers it fair and reasonable to make the adjustment or
      substitution.

            


    

     

    
      	
              5.

            	
              Determinations
      and disputes

            


    

     

    
      	
               
      

            	
              All
      determinations regarding the matters set out in this Schedule, including
      any questions relating to their interpretation and assessment as to
      whether or not the Performance Targets have been met, shall be made by the
      Committee whose decision shall be final and binding. The decision of the
      Committee in any dispute relating to these Performance Target shall be
      final and conclusive.

            


    

     

     

     

     

     

     

    
 

    
      
         


      

      
        18