EXHIBIT 10.32





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Dated 15 February 2002



VODAFONE GROUP PLC

TRUST DEED AND RULESOF THE VODAFONE SHARE INCENTIVE PLAN



Shareholders Approval
      27 July  2000Directors Adoption
      22 January  2002Revenue Approval
      21 February  2002IR Ref
      A1514IR Tax Ref
      4073 0721/6Expiry Date
      27 July 2010


LINKLATERS
        One Silk Street
        London EC2Y 8HQTelephone:
      (44-020) 7456 2000Facsimile:
      (44-020) 7456 2222


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Table of Contents

|**Contents** |                                                    | Page
|------------ | -------------------------------------------------- | ----
|             |                                                    |     
|1            | Meaning of words used                              | 2   
|             |                                                    |     
|2            | Operation of the Plan                              | 4   
|             |                                                    |     
|3            | Joining the Plan                                   | 4   
|             |                                                    |     
|4            | Free Shares                                        | 6   
|             |                                                    |     
|5            | Employee Purchased Shares - general rules          | 8   
|             |                                                    |     
|6            | Employee Purchased Shares - Accumulation Period    | 10  
|             |                                                    |     
|7            | Employee Purchased Shares - No Accumulation Period | 11  
|             |                                                    |     
|8            | Matching Shares                                    | 12  
|             |                                                    |     
|9            | Dividends                                          | 13  
|             |                                                    |     
|10           | General rules about Shares                         | 16  
|             |                                                    |     
|11           | Leaving the Plan                                   | 18  
|             |                                                    |     
|12           | General rules relating to the Plan                 | 19  
|             |                                                    |     
|13           | Assets of the Plan                                 | 21  
|             |                                                    |     
|14           | Trustees                                           | 21  
|             |                                                    |     
|15           | Participating Companies                            | 23  
|             |                                                    |     
|16           | Changing the Rules                                 | 23  
|             |                                                    |     
|17           | Termination                                        | 24  
|             |                                                    |     
|18           | Governing law                                      | 25  

i

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Trust Deed and Rules of the VodafoneShare Incentive Plan

This Trust Deed and Rulesof the Vodafone Share Incentive Plan are made as a deed on 15 February 2002 between:

|(1) | Vodafone Group Plc; and     
|--- | ----------------------------
|   
|(2) | Mourant ECS Trustees Limited

to set up a Plan with effect from the date of formal approval of the Plan by the Inland Revenue.

1

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Part 1 - Definitions

|1 | Meaning of words used                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  | Accumulation
            Period means the
            period during which a Participants Contributions for Employee
            Purchased Shares are held prior to their allocation and which shall
            not be longer than the period specified in Schedule 8 (currently
            12 months).
      Award
            System means the
            system of calculating the number of Free Shares to be awarded from
            time to time, adopted by the Directors and which satisfies paragraph
            9 of Schedule 8 (participation on same terms).
      Award
            Day means the date
            on which Free or Matching Shares are awarded under the Plan.
      the
      Company means Vodafone
      Group Plc.Contributions means
          deductions made from a Participants salary for the purpose of
          acquiring Employee Purchased Shares.
      Controlhas
          the meaning given in Section 840 of the Taxes Act.
      Directors means
          the board of directors of the Company or a duly authorised committee
          of it.
      Dividend
            Shares means Shares
            which the Trustees acquire by reinvesting Participants cash
            dividends from their Plan Shares, as described in Rule 9.
      Employee means
          an employee of a Participating Company.
      Employee
            Purchased Shares means
            Shares which the Trustees allocate to Participants in respect of
            sums deducted from their salary as described in Rules 5, 6 and 7
            (and correspond to Partnership Shares as defined in Schedule 8).
      Employment means
          employment by the Company or any associated company within the meaning
          of paragraph 126 of Schedule 8.
      Free
            Shares means Shares
            awarded to Participants without payment, as described in Rule 4.
      Group means
          the Company and Participating Companies.
      Holding
            Period means the
            period which the Directors set from time to time for holding Free
            and Matching Shares in the Plan, as described in Rule 4.2.
      Listed means
          where Shares are admitted to the Official List of the UK Listing Authority
          and traded on the London Stock Exchange.
      The
            London Stock Exchange means
            the London Stock Exchange plc.
      Market
            Value means on any
            day where Shares are Listed, the middle market quotation derived
            from the Daily Official List of the London Stock Exchange on the
            preceding day and where Shares are not so admitted the market value
            of a Share determined in accordance with the provisions of Part VIII
            of the Taxation of Chargeable Gains Act 1992 and agreed in advance
            with the Shares Valuation of the Inland Revenue.
      Matching
            Shares means Shares
            awarded without payment as described in Rule 8, in proportion to
            any Employee Purchased Shares allocated to Participants.
      Method
            1 means the method
    described in paragraph 29 of Schedule 8.



2

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Part 1 - Definitions

| | Method
            2means
            the method described in paragraph 30 of Schedule 8.
      Participant means
          any Employee who has joined the Plan.
      Participating
            Company means an
            employer participating in the Plan being the Company, any Subsidiary
            and any other company which the Inland Revenue agrees may be a participating
            company and which in both cases is so designated by the Directors.
      Performance
            Measures means targets
            set by the Directors from time to time, which meet the requirements
            of paragraph 27 of Schedule 8 and govern the availability or number
            of Free Shares to be awarded under Rule 4.
      Plan means
          the Vodafone Share Incentive Plan, as changed from time to time.
      Plan
            Shares mean the Shares
            awarded or allocated to Participants under the Plan.
      Qualifying
    Company means:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

| | (a) | a company that is a Participating Company at the end of the qualifying period; or               
| | --- | ------------------------------------------------------------------------------------------------
|
| | (b) | a company that was a Participating Company when the employee was employed by that company; or   
|
| | (c) | a company that was an associated company (within the meaning of paragraph 126 of Schedule 8) of:
|
| |     | (i)                                                                                             
|
| |     | (ii)                                                                                            
|
| |     | when the employee was employed by that company.                                                 
|

| | Reconstruction
            or Takeover means
            a transaction affecting any Shares as described in paragraph 32 of
            Schedule 8.
      Salary means
          emoluments of the Participants employment with a Participating
          Company, as are liable to be paid under deduction of tax pursuant to
          Section 203 of the Taxes Act (PAYE), (excluding expenses and benefits
          in kind) or which would be so liable if the Participant was subject
          to tax under Section 19 of the Taxes Act.
      Schedule
            8 means Schedule
            8 to the Finance Act 2000.
      Share means
          a share in the capital of the Company, which meets the requirements
          of Part VIII of Schedule 8, and any security which forms part of any
          new holding referred to in paragraph 115 of Schedule 8.
      Subsidiary means
          a company which is under the control of the Company within the meaning
          of Section 840 of the Taxes Act.
      Taxes
            Act means the Income
            and Corporation Taxes Act 1988.
      Trustees means
    the trustee or trustees for the time being of the Plan.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



3

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Part 2 - Operation of the Plan and Joining the
Plan

|2   | Operation of the Plan                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|2.1 | Purpose of the Plan                                                                                                                                                                                             
|   
|    | The purpose of the Plan is to help and encourage the holding of Shares by Participants or for their benefit through an employee share ownership plan approved under the provisions of paragraph 4 of Schedule
8.
|   
|    | The Trustees may achieve the purpose of the Plan by applying the capital and income of the Plan assets to or for the benefit of Participants as described in the Rules.                                         
|   
|2.2 | Time of operation                                                                                                                                                                                               
|   
|    | The Directors can only operate the Plan between its approval by the Company in general meeting and the 10th anniversary of that date (27 July 2010).                                                            
|   
|3   | Joining the Plan                                                                                                                                                                                                
|   
|3.1 | Invitations                                                                                                                                                                                                     
|   
|    | Subject to Rule 3.2, whenever the Directors decide to operate the Plan, they must invite all Employees who:                                                                                                     
|   
|    | 3.1.1                                                                                                                                                                                                           
|   
|    | 3.1.2                                                                                                                                                                                                           
|   
|    | They may also invite other Employees, provided that, if there is a qualifying period of service, the Employees satisfy Rule 3.1.2.                                                                              
|   
|3.2 | Prohibited invitations                                                                                                                                                                                          
|   
|    | However, the Directors must not invite:                                                                                                                                                                         
|   
|    | 3.2.1                                                                                                                                                                                                           
|   
|    | 3.2.2                                                                                                                                                                                                           
|   
|    | 3.2.3                                                                                                                                                                                                           
|   
|3.3 | Form of invitation and application                                                                                                                                                                              
|   
|    | The letters of invitation and the application form to join the Plan must be made in the form agreed by the Directors and the Trustees, and approved by the Inland Revenue if necessary.                         
|   

4

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Part 2 - Operation of the Plan and Joining the Plan

|    | The letter of invitation and application
      form will, if applicable, specify whether, for that operation of the Plan,
      Free Shares and/or Employee Purchased and Matching Shares may be acquired.
      If Employee Purchased Shares are available, the application form will comply
      with Rules 5.1 and 5.4. If Employee Purchased Shares are available and
      if there is an Accumulation Period, the application form will give details
    of the Accumulation Period.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.4 | Qualifying period of service                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|    | The Directors may set a qualifying period of service from time to time. If the Directors set such a period for any operation of the Plan, it must apply in relation to, and be the same for, all Employees.                                                                                                                                                                                                                                                                                
|   
|    | If Free Shares are offered, this period can be up to 18 months, ending with the date of award of Free Shares.                                                                                                                                                                                                                                                                                                                                                                              
|   
|    | If Employee Purchased Shares are offered and there is no Accumulation Period, the qualifying period can be up to 18 months, ending with the start of deductions from salary under Rule 5. If there is an Accumulation
Period, the qualifying period can be up to 6 months, ending with the start of the relevant Accumulation Period.                                                                                                                                                      
|   
|3.5 | Return of application forms                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|    | Employees invited to participate in the Plan and who wish to do so, must return the signed application form to the Company by the date specified. By signing the form they agree to the terms and conditions of
participation set out in the form. Anyone who has not returned a signed form as required will not be awarded Free Shares and any right to acquire Partnership or Matching Shares will lapse.                                                                               
|   
|3.6 | Revoking applications                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|    | Before an Award Day, any Employee may write to the Company and direct the Trustees not to award Free Shares to him on that Award Day or on each later Award Day. That Employee may write to the Company to revoke this
direction at any time provided that such written notice is given at least thirty working days before that Award Day but must fulfil the requirements for joining for any future operations of the Plan and must complete an application
form.                       
|   

5

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Part 3 - Free Shares

|4   | Free Shares                                                                                                                                                                                                                                                                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|4.1 | Limit                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    | If the Plan is operated to provide Free Shares,
Free Shares awarded to each Employee participating in the Plan must not have
an initial market value of more than £3,000 in any tax year, or any greater
amount  specified for the purposes of paragraph 24(1) of Schedule8.                                                                                                            
|   
|    | Initial market value means the Market Value of any Free Share on the Award Day. If there are any restrictions or risk of forfeiture on any Free Shares, this is ignored when calculating Market Value. Free Shares will be
subject to a risk of forfeiture for these purposes if the interest that may be acquired is only conditional within the meaning of paragraph 65 of Schedule 8.
|   
|4.2 | Terms relating to Free Shares                                                                                                                                                                                                                                                                                                                                                           
|   
|    | The Directors will set the following:                                                                                                                                                                                                                                                                                                                                                   
|   
|    | 4.2.1                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    | 4.2.2                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    | During this Holding Period, Rule 10.4 applies in relation to the Free Shares.                                                                                                                                                                                                                                                                                                           
|   
|4.3 | Notifying Participants of Performance Measures                                                                                                                                                                                                                                                                                                                                          
|   
|    | If Performance Measures apply to the availability or number of Free Shares, the Directors will as soon as reasonably practicable, write and tell:                                                                                                                                                                                                                                       
|   
|    | 4.3.1                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    | 4.3.2                                                                                                                                                                                                                                                                                                                                                                                   
|   
|4.4 | Payments by Participating Companies and acquiring Shares                                                                                                                                                                                                                                                                                                                                
|   
|    | As soon as practicable after setting the terms relating to the Free Shares, the Directors will write and tell each Participating Company of the amount it is required to contribute for that operation of the Plan. Each
Participating Company will pay to the Trustees this amount. The Trustees will use the funds to purchase or subscribe for Shares, as agreed with the Directors. 
|   
|4.5 | Awards of Free Shares                                                                                                                                                                                                                                                                                                                                                                   
|   
|    | 4.5.1                                                                                                                                                                                                                                                                                                                                                                                   
|   

6

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Part 3 - Free Shares

|    | 4.5.2                                                                                                                                                                                                       | As soon as practicable after the award of Free Shares, the Trustees will write and tell each Participant of the award. The Trustees will include in the notification the number and description of the Free Shares, the
Holding Period applying to the Free Shares and their Market Value on the Award Day.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                            
|4.6 | Transfer of legal title                                                                                                                                                                                    
|    |                                                                                                                                                                                                            
|    | After the end of the Holding
      Period the Participant may at any time direct the Trustees to transfer
      legal title of Free Shares and any related Dividend Shares to him, or as
    he may direct.
|    |                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                            

7

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Part 4 - Employee Purchased Shares

|5   | Employee Purchased Shares - general rules                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|5.1 | Application for Employee Purchased Shares                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|    | If the Plan is operated to provide Employee Purchased Shares, Employees invited to invest in Employee Purchased Shares (using deductions from salaries) who wish to do so, must complete the relevant section of the
application form. This section will satisfy the requirements of Part V of Schedule 8 (partnership share agreement) and will include the notice required under paragraph 38 of Schedule 8 (possible effect of deductions on state benefits).
|   
|5.2 | Amount of Contributions                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    | Each Participating Company will calculate the amounts and times of Contributions for its Participants.                                                                                                                                                                                                                                                                                                                                                          
|   
|    | Participants must not contribute more than the lower of:                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    | 5.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    | 5.2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    | a greater percentage or amount specified for the purposes of paragraph 36 of Schedule 8 from time to time.                                                                                                                                                                                                                                                                                                                                                      
|   
|    | If Contributions exceed these limits, the excess amount will be repaid to the Participant as soon as practicable, after deducting any PAYE and national insurance Contributions due.                                                                                                                                                                                                                                                                            
|   
|5.3 | Minimum Contribution                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|    | The Directors may set from time to time a minimum amount (not more than £10) for Contributions in any month, irrespective of the intervals at which Contributions are to be made. If there is such a minimum limit,
it will be set out in the application form.                                                                                                                                                                                                 
|   
|5.4 | Limit on Employee Purchased Shares                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|    | The Directors may set from time to time a limit on the number of Shares which may be acquired as Employee Purchased Shares. If there is such a limit, it will be set out in the application form.                                                                                                                                                                                                                                                               
|   
|5.5 | Scaling down                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|    | If there is a limit on the number of Employee Purchased Shares which may be acquired and the Contributions set out in the application forms exceed that number, the Directors will scale down applications by taking any
one or more of the following steps:                                                                                                                                                                                                    
|   
|    | 5.5.1                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    | 5.5.2                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    | 5.5.3                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    | The Directors will notify Participants of the scaling down and their application forms will be deemed changed or withdrawn.                                                                                                                                                                                                                                                                                                                                     
|   

8

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Part 4 - Partnership Shares

|5.6 | Holding Contributions                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | The Participants Contributions will be transferred to the Trustees as soon as practicable. The Trustees will hold the Contributions in an account with:                                                                                                                                                                                                                                                          
|   
|    | 5.6.1                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|    | 5.6.2                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|    | 5.6.3                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|    | The account may, but need not, pay interest on Contributions held. If it does, the Trustees must account to each Participant for the interest earned on his Contributions.                                                                                                                                                                                                                                        
|   
|    | The Trustees must pay to a Participant any Contributions it holds if, before acquiring Employee Purchased Shares on behalf of the Participant:                                                                                                                                                                                                                                                                    
|   
|    | 5.6.4                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|    | 5.6.5                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|5.7 | Excess Contributions                                                                                                                                                                                                                                                                                                                                                                                              
|   
|    | If the Participant so agrees when completing the application form, the Trustees may carry forward and add to the amount of the next deduction any Contributions not used to acquire shares. If there is no such agreement,
the Trustees must pay the excess to the Participant, after deducting any PAYE and national insurance contributions due, as soon as practicable.                                        
|   
|5.8 | Accumulation Period                                                                                                                                                                                                                                                                                                                                                                                               
|   
|    | The Directors may determine from time to time whether there will be an Accumulation Period.                                                                                                                                                                                                                                                                                                                       
|   
|    | If there is an Accumulation Period, the start and end of the Accumulation Period must be set out in the application form. The period must start on or before the date of the first deduction of Contributions. It must not
exceed 12 months. The same Accumulation Period or periods must apply to all Participants for each operation of the Plan.                                                               
|   
|    | If a Participant ceases to be in Employment during an Accumulation Period, the Trustees must pay to the Participant any Contributions they hold as soon as practicable (together with interest, if payable, as described
in Rule 5.6).                                                                                                                                                                            
|   
|    | If, during the Accumulation Period, a transaction occurs in relation to the Shares which results in a new holding of shares being equated with the Shares for the purposes of capital gains tax purposes (new
shares), then the Contributions held may be used at the end of the Accumulation Period to acquire new shares. By signing the application form Participants agree to the acquisition of new shares.
|   
|5.9 | Stopping, varying and re-starting deductions                                                                                                                                                                                                                                                                                                                                                                      
|   
|    | A Participant may give written notice to the Company to stop making deductions or to vary deductions from his salary. A Participant may not vary deductions from his salary more than twice in any year unless the
Directors so allow. He may also give written notice to the Company at any time that he wishes deductions to re-start, but he may not make up any missed Contributions.                         
|   
|    | The Company will arrange for deductions to stop or vary within 30 days of receiving the notice, unless the notice specifies a later date. The Company will arrange for deductions to                                                                                                                                                                                                                              
|   

9

---

Part 4 - Partnership Shares

|     | re-start by the next due
        date for deductions which is more than 30 days after receipt of the notice
    to restart.
|---- | ---------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                            
|5.10 | Return of Contributions                                                                                                    
|     |                                                                                                                            

|     | A Participant
        may at any time withdraw from the agreement made at the time of joining
        thePlan in relation to Employee
        Purchased Shares and ask for the return of any Contributions which have
        not been used to acquire Employee Purchased Shares by giving written
        notice to the Company. Unless a later date is specified in the notice
        a notice of withdrawal will take effect 30 days after it is received
        by the Company. The Trustees must pay to the Participant any Contributions
        they hold as soon as practicable (together with interest, if payable,
        as described in Rule 5.6) after the date that the notice of withdrawal
    takes effect.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|5.11 | Allocation Eligibility Requirement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | Employee Purchased Shares may only be
        allocated to an individual who is eligible to participate in the Plan
    at the following times:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

| | 5.11.1 | where there is no Accumulation
        Period at the time the related Contributions are deducted;
    and         
| | ------ | ------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                   
| | 5.11.2 | where there is an Accumulation Period
        at the time of the first deduction of the related
    Contributions.
| |        |                                                                                                                   

|5.12 | Notification by Trustees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | As soon as practicable after the Trustees
        have allocated Employee Purchased Shares to a Participant the Trustees
        will notify that Participant in writing. The notice will include the
        number and description of the Employee Purchased Shares, the amount of
        Contributions used to acquire the Shares and the basis on which the number
        of Shares was calculated including the Market Value of the Shares on
    the date the Shares were acquired on their behalf.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.13 | Access to Employee Purchased Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | A Participant,
        may at any time, take out of the Plan any Employee Purchased Sharesacquired
        on his or her behalf. This is subject to the tax charge under paragraph
        86 of Schedule 8. But a Participant who takes out Employee Purchased
        Shares within 3 years of their acquisition may lose any rights to Matching
    Shares in respect of them (see Rule 11.4).                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | A Participant
        may direct the Trustees to transfer the Employee Purchased Shares to
        him orany other person. He may
        also assign or charge his beneficial interest in the Employee Purchased
    Shares.                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|6    | Employee Purchased Shares - Accumulation
    Period                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|6.1  | Allocating shares - Accumulation Period                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

| | 6.1.1 | If there is an Accumulation
    Period, the Trustees must allocate Employee      Purchased Shares to each Participant within
    30 days after the end of that period.                      
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                             
| | 6.1.2 | The number of Shares allocated to each
        Participant will be calculated using the lower
        of the Market Value of the Shares at the beginning of the Accumulation
    Period and:
| |       |                                                                                                                                                                                             

| |  | (i) | the
    Market Value on the date of allocation; or
| |  | --- | --------------------------------------------------



10

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Part 4 - Partnership Shares

| |       | (ii)                                               | if the Shares are acquired over a period not exceeding 5 dealing days ending on the day preceding the date of allocation and the Shares are Listed, the average middle market quotation derived from the Daily Official
List of the London Stock Exchange over those 5 days; or
| | ----- | -------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |       | (iii)                                              | if all the Employee Purchased Shares to be allocated to Employees on that occasion are purchased by the Trustees on the date of allocation and the Shares are Listed, the average price actually paid by the Trustees for
the Shares.                                          
| |       |                                                    |                                                                                                                                                                                                                                                                                
| | 6.1.3 | All Shares must be allocated on
    the same date.
| |       |                                                   

|6.2 | Restarting or varying Contributions                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | The Directors may determine whether or not a Participant can restart or vary Contributions more than once within an Accumulation Period. If such a determination is made, it will be set out in the application
form.
|   
|7   | Employee Purchased Shares - No Accumulation Period                                                                                                                                                                   
|   
|7.1 | Allocating shares - no Accumulation Period                                                                                                                                                                           
|   
|    | 7.1.1                                                                                                                                                                                                                
|   
|    | 7.1.2                                                                                                                                                                                                                
|   
|    | 7.1.3                                                                                                                                                                                                                
|   
|    | 7.1.4                                                                                                                                                                                                                
|   
|    |                                                                                                                                                                                                                      
|   
|    |                                                                                                                                                                                                                      
|   
|    | 7.1.5                                                                                                                                                                                                                
|   

11

---

Part 5 - Matching Shares

|8   | Matching Shares                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|8.1 | Ratio of Matching Shares to Employee Purchased Shares                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    | If the Plan is operated to provide Matching Shares, a Participant who invests in Employee Purchased Shares is entitled to an award of Matching Shares. The Directors will set the ratio of Matching Shares to Employee
Purchased Shares from time to time and the ratio which applies will be set out in the application form. The same ratio must apply to all those who participate in the related acquisition of Employee Purchased Shares.
|   
|    | The ratio cannot exceed 2 Matching Shares to 1 Employee Purchased Share.                                                                                                                                                                                                                                                                                                                                                                      
|   
|    | The ratio may change in the circumstances set out in the application form. The Directors will write and tell Participants if the ratio changes, before the acquisition of the related Employee Purchased
Shares.                                                                                                                                                                                                                              
|   
|8.2 | Rights and restrictions                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|    | Matching Shares must be shares of the same class and carry the same rights as the Employee Purchased Shares to which they relate.                                                                                                                                                                                                                                                                                                             
|   
|    | The Holding Period as described under Rules 4.2.2, 10.4 and 11 apply to the award of Matching Shares.                                                                                                                                                                                                                                                                                                                                         
|   
|8.3 | Contributions from Participating Companies and acquiring Shares                                                                                                                                                                                                                                                                                                                                                                               
|   
|    | The Directors will notify each Participating Company of the amount it is required to contribute in relation to Matching Shares. Each Participating Company will pay this amount to the Trustees and the Trustees will use
the funds to purchase or subscribe for Shares, as agreed with Directors.                                                                                                                                            
|   
|8.4 | Awards of Matching Shares                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    | The Trustees will award Matching Shares to each Participant on the basis set out in the application form. The Trustees will award Matching Shares on the same day as it acquires the related Employee Purchased Shares on
behalf of the Participant. Any award to a Participant who is not an Employee on the date of award will not be valid.                                                                                                
|   
|8.5 | Notification of Awards                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    | The notification requirements set out in Rule 4.5.2 will apply to Matching Shares.                                                                                                                                                                                                                                                                                                                                                            
|   
|8.6 | Transfer of legal title                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|    | After the end of the Holding Period the Participant may at any time direct the Trustees to transfer legal title of Matching Shares (and any related Dividend Shares) to him, or as he may direct.                                                                                                                                                                                                                                             
|   

12

---

Part 8 - Dividends

|9   | Dividends                                                                                                                                                                                                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|9.1 | Dividend Shares                                                                                                                                                                                                                                                                                                                       
|   
|    | The Directors may from time to time decide that instead of Participants receiving dividends in cash:                                                                                                                                                                                                                                  
|   
|    | 9.1.1                                                                                                                                                                                                                                                                                                                                 
|   
|    | 9.1.2                                                                                                                                                                                                                                                                                                                                 
|   
|    | The total amount so reinvested cannot exceed £1,500 in each tax year (or such greater amount specified for the purposes of paragraph 54 of Schedule 8). If the Directors have not made such decisions, or if the cash
dividends exceed the limit, the Trustees must pay over dividends to relevant Participant as soon as practicable.
|   
|    | In calculating the limit, the Trustees must take into account any dividends reinvested under any other employee share ownership plan established by the Company or any associated company (within the meaning of paragraph
126 of Schedule 8), and approved under Schedule 8.                                                         
|   
|9.2 | Allocating Dividend Shares                                                                                                                                                                                                                                                                                                            
|   
|    | 9.2.1                                                                                                                                                                                                                                                                                                                                 
|   
|    | 9.2.2                                                                                                                                                                                                                                                                                                                                 
|   
|    | 9.2.3                                                                                                                                                                                                                                                                                                                                 
|   
|    | 9.2.4                                                                                                                                                                                                                                                                                                                                 
|   
|    |                                                                                                                                                                                                                                                                                                                                       
|   
|    |                                                                                                                                                                                                                                                                                                                                       
|   
|    | 9.2.5                                                                                                                                                                                                                                                                                                                                 
|   

13

---

Part 8 - Dividends

|9.3 | Cash dividends carried forward and paid                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | The Trustees may retain, carry forward and add to the amount of the next cash dividend to be reinvested, the amount of any cash dividend which is not sufficient to acquire one or more Dividend Shares. But the Trustees
must keep these amounts separately identifiable and amounts derived from an earlier cash dividend are treated as reinvested before an amount derived from a later cash dividend.                                                           
|   
|    | The Trustees must pay to the Participant, as soon as practicable, any cash amounts retained as referred to above:                                                                                                                                                                                                                                                                                                                                                    
|   
|    | 9.3.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|    | 9.3.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|    | 9.3.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|    | When making the payment, the Trustees will supply to the Participant the information specified in paragraph 90 of Schedule 8.                                                                                                                                                                                                                                                                                                                                        
|   
|9.4 | Notification                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    | As soon as practicable after the Trustees have allocated any Dividend Shares to a Participant, they will write and tell that Participant. The Trustees will set out the number and description of those Dividend Shares,
their Market Value on the date on which they were acquired, and any cash dividends carried forward as described in Rule 9.3. The tax treatment of cash dividends and Dividend Shares will be as described in paragraphs 89-93 of Schedule 8.
|   
|9.5 | Rights and restrictions                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|    | Dividend Shares must be shares of the same class and carry the same rights as the Shares in respect of which the dividend is paid. They must not be subject to any forfeiture.                                                                                                                                                                                                                                                                                       
|   
|    | Rule 4.2.2 applies to Dividend Shares but the Holding Period must be 3 years starting on the date the Trustees allocated the Dividend Shares as described in Rule 9.2. Rules 10.4 and 10.7 also apply.                                                                                                                                                                                                                                                               
|   
|9.6 | Other dividends                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|    | Cash dividends payable in respect of Plan Shares and not reinvested in Dividend Shares (because they exceed the limit set out in Rule 9.1 or for any other reason) will belong to the relevant Participant. The Trustees
will pay those dividends to the Participant as soon as practicable after receipt.                                                                                                                                                           
|   
|    | The Trustees are not required to pay a Participant any interest earned on any dividend to which the Participant is entitled.                                                                                                                                                                                                                                                                                                                                         
|   
|    | The Trustees must hold unclaimed dividends for at least 12 years from the date of declaration of the dividend. If any dividends are unclaimed after this period, the Trustees may keep them and use them for the purposes
of the Plan.                                                                                                                                                                                                                               
|   
|    | Where any dividends received are foreign dividends within the meaning of paragraph 70(5) of Schedule 8 the Trustees will notify the Participant of the amount of any foreign tax deducted from the dividend before it was
paid.                                                                                                                                                                                                                                      
|   

14

---

Part 8 - Dividends

|9.7 | Scrip dividends                                                                                                                                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                     
|    | The Trustees may receive,
        following a direction from the Participant, Shares credited as fully
        paid in whole or in part instead of a cash dividend (a scrip dividend).
        These Shares will not form part of the Participants Plan Shares.
        The Trustees will take all reasonable steps to transfer such Shares to
    the Participant.



15

---

Part 9 - General Rules

|10   | General rules about Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|10.1 | Listing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    
|     | If and so long as Shares are admitted to listing on the Official List of the United Kingdom Listing Authority and to dealing on the London Stock Exchange, the Company will where relevant apply for listing of any Shares
subscribed under the Plan as soon as practicable after their allotment.                                                                                                                                                                                                                                                                                                              
|    
|10.2 | Rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|     | Shares issued on subscription will rank equally in all respects with the Shares then in issue. However, the Directors may determine that they will not rank for any dividends or other distributions payable or made in
respect of a period beginning before their date of issue.                                                                                                                                                                                                                                                                                                                               
|    
|     | Where Shares are transferred they will have the benefit of all rights attaching to the Shares by reference to a record date on or after the date on which they are allocated or awarded.                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|     | The Trustees may award Shares where a proportion of which rank for any dividend or other distribution or other rights attaching to Shares by reference to a record date preceding the relevant Award Day and a proportion
of which do not. If this happens, the Trustees will award the Shares to each Participant as far as practicable in those same proportions.                                                                                                                                                                                                                                             
|    
|10.3 | Acquisition of Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    
|     | The Company may from time to time ask the Trustees to acquire any number of Shares specified by it for award or allocation to Participants on a later operation of the Plan. If the Trustees agree to acquire Shares, the
Company will ensure that the Trustees have sufficient funds to do so. The Trustees may also acquire Shares at any other time, if they have sufficient funds to do so. These Shares must satisfy the conditions specified in Part VIII of Schedule 8.
Before any such Shares are awarded or allocated under the Plan, they will be held on general trusts for the purposes of the Plan.
|    
|     | Where there is a qualifying transfer of Shares to the Trustees those Shares must not be used as Employee Purchased Shares and must be included in any award of Free Shares or Matching Shares made after the date of the
transfer in priority to other Shares available for a particular award.                                                                                                                                                                                                                                                                                                                 
|    
|     | For the purposes of this Rule 10.3 there is a qualifying transfer of Shares to the Trustees if Shares are transferred to them by the trustees of an employee share ownership trust and the transfer is a qualifying
transfer within Section 69(3AA) of the Finance Act 1989 (transfer of shares in, or shares purchased from money in, an employee share ownership trust immediately before 21 March 2000).                                                                                                                                                                                                     
|    
|10.4 | Restrictions on disposals of Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    
|     | The Participant must permit the Trustees to retain his Free Shares, Matching Shares and Dividend Shares throughout the Holding Period. He cannot assign, charge or dispose of his beneficial interests in the Shares in
any way during this period, except as described in Rule 10.7 and if the Participant leaves employment as described in Rule11.                                                                                                                                                                                                                                                           
|    

16

---

Part 9 - General Rules

|10.5 | Plan limits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | The number of Shares which may be allotted under the Plan on any day must not, when added to the aggregate of the number of Shares which have been allotted in the previous 10 years under the Plan and any other
employees share scheme operated by the Company, exceed 10 per cent of the ordinary share capital of the Company in issue immediately before that day.                                                                                                                                                                                                                                                   
|    
|     | In this Rule 10.5 allotted means, in the case of any share option scheme, the placing of unissued shares under option and, in relation to other types of employees share scheme, includes the issue of
shares. In determining the limits above no account shall be taken of any Shares where the right to acquire Shares was released or lapsed without being exercised.                                                                                                                                                                                                                                                
|    
|10.6 | Voting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|     | The Trustees will invite Participants to direct them on the exercise of any voting rights attaching to Plan Shares held by the Trustees on their behalf. The Trustees will only be entitled to vote on a show of hands if
all directions received from Participants who have given directions in respect of a particular resolution are identical. The Trustees will not be under any obligation to call for a poll. In the event of a poll the Trustees will follow the directions
of Participants.                                                                                                                       
|    
|     | The Trustees must not vote in respect of unallocated Shares or any Shares they hold under the Plan which have not been registered in their name.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    
|10.7 | Offers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|     | The Participant (or anyone properly authorised) has the right to direct the Trustees on the appropriate action to take in relation to any right relating to a Participants Plan Shares to receive other shares,
securities or rights of any description, and in relation to a Reconstruction or Takeover. The Trustees may not take any action without such a direction. If the Trustees are to be involved in any liability they may require an indemnity which they
consider appropriate from the Participant.                                                                                                          
|    
|     | Where the Trustees sell rights in order to have enough funds to acquire shares and securities in a company, they will hold those shares or securities as Plan Shares, treated in the same way as the Shares to which they
relate. But this only applies if the rights issue is offered in respect of all ordinary shares in the company.                                                                                                                                                                                                                                                                                   
|    
|     | On a Reconstruction or a Takeover the Trustees will hold any new shares (as described in paragraph 115 of Schedule 8) as Shares subject to the Plan, as if they were the original Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|10.8 | Fractional entitlements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|     | Where, following any offer described in Rule 10.7, the Trustees receive rights or securities, they will allocate them among the Participants concerned on a proportionate basis, rounding down if necessary. The Trustees
will then add the fractions not allocated and sell the unallocated rights and securities. The Trustees will deduct all expenses of sale and applicable taxation from the proceeds of sale and distribute the net proceeds of sale proportionately among
the Participants whose allocation was rounded down. However, if a Participants entitlement is under £3 the Trustees may retain that sum.
|    

17

---

Part 9 - General Rules

|10.9  | Capital receipts and other amounts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|      | When the Trustees receive money which is a capital receipt (within the meaning of paragraph 79 of Schedule 8) or the proceeds of any disposal, they will transfer the sum to the Participant after complying with their
PAYE obligations. The Trustees may, however, retain any sum under £3 due to any Participant.                                                                                                                                                                                                                                        
|     
|      | The Trustees must also pay over to each Participant any money or moneys worth relating to any of his Plan Shares, apart from moneys worth consisting of new shares as described in Rule 10.7. But the Trustees
are entitled to retain any amounts needed to discharge their PAYE obligations, and cash dividends reinvested or carried forward under Rule 9.                                                                                                                                                                                              
|     
|10.10 | Tax liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     
|      | The Trustees will maintain the necessary records to comply with their PAYE obligations and those of the Participating Companies so far as they relate to the Plan and in accordance with paragraph 95(2) of Schedule 8 pay
to the relevant employing companies sufficient sums to enable them to discharge their obligations. The Trustees may withhold any amount and make any such arrangements which they consider necessary, including the sale of any of a Participants
Shares, in order to make such payment.                                        
|     
|      | When a Participant becomes liable to tax under Case V of Schedule D, Schedule E or Schedule F in relation to his Plan Shares, the Trustees must give the Participant any information relevant to determining that
liability.                                                                                                                                                                                                                                                                                                                                
|     
|11    | Leaving the Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     
|11.1  | Leaving Employment - General Rule                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     
|      | Subject to the remainder of this Rule 11, the Directors may decide that the Plan will operate on the basis that if a Participant leaves Employment for any reason, the Trustees will transfer the Participants Plan
Shares to the Participant or as he may direct as soon as reasonably practicable and if no such direction is given by the Participant or no decision is made by the Directors, the Participants Plan Shares will be transferred by the Trustees to
the Participant within 90 days from the date that the Participant leaves Employment.
|     
|      | In the case of death reference to Participant is to his personal representatives.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     
|11.2  | Leaving Employment - Forfeiture of Free Shares and Matching Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     

| | 11.2.1 | The Directors may decide
        that a Participant who leaves Employment within a period specified by
        the Directors (not exceeding 3 years) of the Award Day for such reason
        as they may specify (other than for those reasons set out in 11.2.2 below)
        will lose any rights to receive Free Shares or Matching Shares (but not
        to any related Dividend Shares). The period and the reason for leaving
        specified may be different for Free Shares and Matching Shares but will
        be the same for all Shares included in the same award. The Directors decision
        must be the same in respect of all Shares subject to the same operation
    of the Plan.
| | ------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 11.2.2 | If a Participant leaves employment for
        one of the following reasons, the Free Shares and Matching Shares will
        cease to be subject to the Plan on the date of cessation but he will
        not lose any rights to them and will be entitled to receive them on leaving
    Employment. The reasons are :                                                                                                                                                                                                                                                                                                                                                                                       
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |        | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |        | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

18

---

Part 9 - General Rules

| |  | (iii) | injury or disability;                                                                                                                                                                                                                                                                
| |  | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |       |                                                                                                                                                                                                                                                                                      
| |  | (iv)  | redundancy (as defined in the Employment
    Rights Act 1996);                                                                                                                                                                                                                       
| |  |       |                                                                                                                                                                                                                                                                                      
| |  | (v)   | his office or employment being in a company
        which ceases to be in the Group or to be associated with the Company;
    or                                                                                                                                                     
| |  |       |                                                                                                                                                                                                                                                                                      
| |  | (vi)  | his contract of employment
        relates to a business or part of a business which is transferred to a
        company which is not in the Group and is not associated with the Company
        under the Transfer of Undertakings (Protection of Employment) Regulations
    1981.
| |  |       |                                                                                                                                                                                                                                                                                      

|11.3 | Leaving the Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | The Directors may also decide that where Shares are withdrawn from the Plan within the meaning of paragraph 122 of Schedule 8 within a period specified by the Directors (not exceeding 3 years) of the acquisition or
award of the Shares to him, a Participant will not be entitled to the relevant Free Shares or Matching Shares. The period specified may be different for Free and Matching Shares but will be the same for all shares included in the same
award.                                                                                                                                                                                                                                                 
|    
|11.4 | Taking out Employee Purchased Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|     | The Directors may also decide that a Participant who takes out of the Plan any Employee Purchased Shares under Rule 5.13, within a period specified by the Directors (not exceeding 3 years) of their acquisition, will
not be entitled to any Matching Shares in respect of those Employee Purchased Shares. The period specified must be the same for each award of Matching Shares.                                                                                                                                                                                                                                                                                                                                   
|    
|11.5 | Trustees holding Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|     | Where a Participant loses any right to receive Shares under this Rule, the Trustees will hold those Shares on general trusts for the purposes of the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|11.6 | Employment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|     | In this Rule 11, a Participant will not be regarded as leaving Employment if he remains in the employment of the Company or any associated company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|12   | General rules relating to the Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    
|12.1 | Stamp duty                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|     | The Trustees and the Company will agree who will bear costs and expenses in relation to the acquisition, allocation, award, and transfer of shares under the Plan, provided that such arrangements are approved in advance
by the Inland Revenue.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|12.2 | Notices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|     | Any notice or other document which has to be given in connection with the Plan may be delivered to a Participant or sent by post to him at his home address using the records of that Participants employing
company, or such other address as the Company or the Trustees consider appropriate or sent by e-mail to any address which according to the records of his employing company is used by him (or such other e-mail address as he may from time to time
specify). Any notice or other document which has to be given to the Company or the Trustees in connection with the Plan may be delivered or sent by post to them at their registered offices (or such other place as the Directors or the Trustees
may
|    

19

---

Part 9 - General Rules

|     | from time to time write and tell the Participants)
      or if the Directors allow and subject to such conditions as they may specify,
      sent by e-mail to the e-mail address for the time being notified by the
      Company. Notices sent by post will be deemed to have been given on the
      second day following the date of posting. Notices sent by e-mail, in the
      absence of evidence to the contrary, will be deemed to have been received
    on the first day after sending.                                                          
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|12.3 | Documents sent to shareholders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|     | The Company may send to Participants copies of any documents or notices normally sent to the holders of its Shares, at the same time as issuing them to the holders of its Shares.                                                                                                                                                                                                                                                                                                                                                                            
|    
|12.4 | Directors and Trustees decisions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|     | The decision of the Directors (or of the Trustees if the Directors so decide) in any dispute or question affecting any Employee or Participant will be final and binding on the parties concerned.                                                                                                                                                                                                                                                                                                                                                            
|    
|12.5 | Regulations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|     | The Directors and the Trustees will have the power from time to time to make or vary regulations for the administration and operation of the Plan, but these must be consistent with this Deed.                                                                                                                                                                                                                                                                                                                                                               
|    
|12.6 | Terms of employment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    
|     | Nothing in this Plan will form part of a persons contract of employment. The rights and obligations of a person under the terms and conditions of his employment will not be affected by his participation in the
Plan or the fact that he may be eligible to participate in it and nothing in these Rules will in any way be construed as imposing on a Participating Company or any associated company (within the meaning of paragraph 126 Schedule 8) a contractual
obligation as between that company and any person to offer participation in the Plan.
|    
|     | No person will have any right to compensation or damages or any other sum or benefit in respect of his ceasing to participate, or ceasing to be eligible to participate, in the Plan or in respect of any loss or
reduction of any rights or expectation under the Plan in any circumstances and participation in the Plan is permitted only on the basis that all or any such right as might otherwise arise is excluded and waived.                                                                                                                         
|    
|     | Nothing in this Plan will confer any benefit on a person who is not a Participant and no such third party will have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Plan but
this does not affect any right or remedy of a third party which exists or is available apart from that Act.                                                                                                                                                                                                                        
|    
|12.7 | Beneficiary who is incapable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|     | If the Trustees consider that a person cannot look after his affairs (because of illness, mental disorder, age or other reason) it may use any amounts or Shares due to that person for his or her benefit, or may pay or
transfer them to some other person to do so. The receipt of the person to whom the Trustees make payments or transfers Shares will discharge the Trustees from any obligation in respect of the amounts or Shares concerned.                                                                                                        
|    
|12.8 | Setting up costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    
|     | The Company will pay the costs and expenses of the preparation and execution of these Rules.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    

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Part 9 - General Rules

|13   | Assets of the Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|13.1 | Assets held on trust                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|     | The Trustees will hold all the payments they receive and the assets representing them from time to time and all income on trust for the purposes of the Plan. The Trustees may also accept gifts of cash and Shares which
will be held on trust for the purposes of the Plan.                                                                                                                                                                                                                                                         
|    
|13.2 | Use of assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    
|     | The Trustees may invest any moneys from time to time held by them and not immediately required for the purpose of the Plan in such manner as they may choose. The Trustees are not under a duty to invest trust
property.                                                                                                                                                                                                                                                                                                             
|    
|     | The Trustees may receive Shares from a share ownership trust complying with the requirements of Schedule 5 of the Finance Act 1989. They may only use those Shares for the awards of Free Shares or Matching Shares, and
must use them before using other Shares.                                                                                                                                                                                                                                                                     
|    
|     | The Trustees may borrow in order to acquire Shares for the purposes of the Plan or (but only after getting the written consent of the Company) any other purpose.                                                                                                                                                                                                                                                                                                                                                                     
|    
|13.3 | Plan expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    
|     | The Trustees will pay the expenses of the Plan (including their own expenses incurred in attending to Plan business) from the Plan's assets, if the assets are sufficient and the Company decides in writing. If there is
no such direction the expenses of the Plan will be met by the Participating Companies in proportion to the amounts paid by them under the Plan or (if the Trustees decide) in proportion to the number of Shares awarded to their Participants under the
Plan in the related year, or in proportion to both.
|    
|13.4 | Trustees duties relating to Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|     | During the Holding Period, the Trustees may only sell or transfer any Free, Matching or Dividend Shares in the following circumstances:                                                                                                                                                                                                                                                                                                                                                                                               
|    
|     | 13.4.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|     | 13.4.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|     | 13.4.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|14   | Trustees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    
|14.1 | Appointment and removal                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|     | The Company may appoint new or additional trustees or a body corporate as a sole trustee. The Company may also remove trustees.                                                                                                                                                                                                                                                                                                                                                                                                       
|    
|     | These powers will be exercised by resolution of the Directors. These powers may be exercised without giving a reason.                                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|     | There must be at least two trustees, except when there is a sole corporate trustee.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|     | All the trustees must be resident in the United Kingdom for United Kingdom tax purposes, at all times.                                                                                                                                                                                                                                                                                                                                                                                                                                
|    

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Part 9 - General Rules

|14.2 | Retirement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | A trustee
may retire by giving to the Company written notice of his or her wish to retire.
The
notice will take effect at the expiry of 3 months
after the date of the notice, or on any other date agreed with the Company. The
retiring trustee need not give a reason for retiring and will not be responsible
for any costs arising from his retirement. The retiring trustee will take the
necessary action, as directed by the Company, to give effect to his retirement
including delivering all documents which he or she has relating to the Plan.
Any continuing trustee is authorised to effect the transfer of Plan assets on
behalf of a retiring trustee.
|    
|14.3 | Exercise of powers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|     | If there is more than one trustee, the Trustees may act by majority vote, and may delegate powers duties or discretions to any persons and on any terms (including terms which allow the delegate to
sub-delegate).                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|     | The Trustees may allow any Shares to be registered in the name of an appointed nominee but these Shares must be registered in a designated account.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|     | Trustees who delegate powers or use a nominee are not divested of any responsibility under the Rules or under Schedule 8.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    
|     | The Trustees may at any time, and must if the Company so directs, revoke any delegation made under this Rule, or require any Plan assets held by another person to be returned to the Trustees, or both.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|14.4 | Trustees charges                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|     | A
trustee who carries on a profession or business
may charge for services provided on abasis
agreed with the Company, as also may a company or firm in which a trustee is
interested. These charges will also be paid from the Plan assets, if available,
unless the Directors decide otherwise.                                                                                                                                                                                                                                                                                                                                                                       
|    
|14.5 | Limit of liability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|     | A   trustee
will not be liable for any breach of trust except wilful wrongdoing (but a paidtrustee
will also be liable for negligence).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|14.6 | Indemnity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    
|     | The Participating Companies will jointly and severally indemnify each trustee (except a paid trustee) against any expenses and liabilities which are incurred through acting as a trustee of the Plan but which cannot,
for any reason, be met from the Plans assets. But this does not apply to expenses and liabilities which are incurred through wilful wrongdoing or covered by insurance under Rule 14.7. The indemnity in this Rule 14.6 is in addition to and
without prejudice to the right which the Trustees have under general law and the Trustee Act 2000 to be indemnified out of the Plans assets.                                                   
|    
|14.7 | Insurance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    
|     | The Trustees may insure the Plan against any loss caused by it or any of its employees, officers, agents or delegates. They may also insure themselves and any of these persons against liability for breach of trust not
involving wilful wrongdoing. Except in the case of a paid trustee the premiums may be paid from the Plan assets.                                                                                                                                                                                                                                                                                                                             
|    
|     | If the Trustees are insured, they will waive the protection of Rule 14.5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    

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Part 9 - General Rules

|14.8 | Personal interest                                                                                                                                                                                                                                                                                                                                                                      
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | The Trustees, and any director, officer or employee of a corporation acting as trustee, may be interested in any securities of a Participating Company or any other company in which a Participating Company may be
interested. Such person may enter into any contract with any such companies, and will not be liable to account for any profits obtained.                           
|    
|15   | Participating Companies                                                                                                                                                                                                                                                                                                                                                                
|    
|15.1 | Inclusion in the Plan                                                                                                                                                                                                                                                                                                                                                                  
|    
|     | An employer wishing to participate in the Plan must enter into a deed with the Company and the Trustees, agreeing to comply with the Rules. The deed must be in a form agreed by the Inland Revenue.                                                                                                                                                                                   
|    
|15.2 | Ceasing to participate                                                                                                                                                                                                                                                                                                                                                                 
|    
|     | Any Participating Company will cease to participate in the Plan:                                                                                                                                                                                                                                                                                                                       
|    
|     | 15.2.1                                                                                                                                                                                                                                                                                                                                                                                 
|    
|     | 15.2.2                                                                                                                                                                                                                                                                                                                                                                                 
|    
|16   | Changing the Rules                                                                                                                                                                                                                                                                                                                                                                     
|    
|16.1 | Before Inland Revenue approval                                                                                                                                                                                                                                                                                                                                                         
|    
|     | Before the Inland Revenue approves the Plan under Schedule 8 the Directors can change the Rules as necessary in order to obtain approval.                                                                                                                                                                                                                                              
|    
|16.2 | After Inland Revenue approval                                                                                                                                                                                                                                                                                                                                                          
|    
|     | After the Plan is approved, the Directors and the Trustees may, together by deed at any time change the Rules. But if a key feature of the Plan is to be changed at a time when the Plan is approved by the Inland Revenue
under Schedule 8, and the approved status of the Plan is to be maintained, the change will not have effect until it has been approved by the Inland Revenue.
|    
|     | A key feature is any provision needed to comply with the requirements of Schedule 8.                                                                                                                                                                                                                                                                                                 
|    
|     | The Directors and the Trustees must not make any change which would prevent achievement of the object of the Plan of helping and encouraging the holding of Shares by Participants or for their benefit.                                                                                                                                                                               
|    
|     | The power to change the Rules in this Rule 16.2 is also subject to the restrictions in Rule	16.3.                                                                                                                                                                                                                                                                                      
|    
|     | The Directors must not make any changes to the Plan which would breach the rule against perpetuities (see Rule 17.4).                                                                                                                                                                                                                                                                  
|    

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Part 9 - General Rules

|16.3 | Shareholders approval                                                                                                                                                               
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | 16.3.1                                                                                                                                                                               
|    
|     |                                                                                                                                                                                      
|    
|     |                                                                                                                                                                                      
|    
|     |                                                                                                                                                                                      
|    
|     |                                                                                                                                                                                      
|    
|     |                                                                                                                                                                                      
|    
|     |                                                                                                                                                                                      
|    
|     |                                                                                                                                                                                      
|    
|     | Some relaxations of the requirements in this Rule 16.3.1 are set out in Rule 16.3.2.                                                                                                 
|    
|     | 16.3.2                                                                                                                                                                               
|    
|     |                                                                                                                                                                                      
|    
|     |                                                                                                                                                                                      
|    
|     |                                                                                                                                                                                      
|    
|     |                                                                                                                                                                                      
|    
|     |                                                                                                                                                                                      
|    
|17   | Termination                                                                                                                                                                          
|    
|17.1 | Termination notice                                                                                                                                                                   
|    
|     | The Company in general meeting or the Directors may at any time resolve to terminate the Plan. If they so resolve, they must issue a termination notice and give it without delay to:
|    
|     | 17.1.1                                                                                                                                                                               
|    
|     | 17.1.2                                                                                                                                                                               
|    
|     | 17.1.3                                                                                                                                                                               
|    
|17.2 | Effect of termination notice                                                                                                                                                         
|    
|     | Once the Trustees receive the termination notice, they must not award or acquire any more Shares on behalf of Participants.                                                          
|    

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Part 9 - General Rules

|     | The Trustees must remove each Participants
      Plan Shares from the Plan by either transferring them or the proceeds of
      their sale to the Participant or as he or she may direct. (If the Participant
      has died, his or her personal representatives may give these instructions.)
      This should be done as soon as practicable once three months have passed
      from the date the termination notice was given under Rule 17.1. But the
      Trustees may delay the removal of Shares until this can be done without
      any liabilities to income tax under Part X of Schedule 8. The Trustees
      may also remove Plan Shares at an earlier time if the Participant agrees
    after receiving the termination notice.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | The Trustees must also pay to Participants,
      as soon as they receive the termination notice, any cash dividends they
      are holding (Rule 9.3) or any Contributions held during an Accumulation
    Period (Rule 5.8) .                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|17.3 | Surplus assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|     | Any surplus assets left after the Trustees have removed Plan Shares under Rule 17.2 will be paid to Participating Companies so far as practicable in proportion to the total amounts made by each of them to the Plan, but
the Trustees may decide on payments in different proportions.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    
|17.4 | Perpetuity period                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|     | The perpetuity period relating to the Plan is eighty years. The Trustees may not award Shares more than seventy six years after the date of these Rules.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    
|     | The end of the perpetuity period is the time by which Participants or other persons must have an interest in Shares, without risk of loss of any rights.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    
|18   | Governing law                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|     | English law governs the Plan and its administration.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|     | Executed as a deed on the date shown at the top of this document.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    

25

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{
      THE COMMON SEAL ofVodafone Group Plcwas
          putonto this Deed in the presenceof:DirectorSecretary{
      This Deed was executed byMourant ECS TrusteesLimitedin
          the presence of:DirectorSecretary




26

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