| | Exhibit
        4.11
| | --------------------

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RULES

of

THE
  UNITED UTILITIES PLC 
  PERFORMANCE SHARE PLAN

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Adopted
  by resolutions of the boards of directors of 
  United Utilities PLC passed on 27 February 2001 and of 
  United Utilities Employee Share Trust Limited 
  passed on 29 March 2001 
  pursuant to the authority of an ordinary resolution 
  of United Utilities PLC 
  passed on 21 July 2000

Amended
  pursuant to Rule 9.4 
  by resolutions of the board of United Utilities Employee Share Trust Limited 
  passed on 30 June 2003 
  and 29 September 2003

and

Amended
  pursuant to Rule 9.3 
  by resolution of the board of United Utilities Employee Share Trust Limited 
  passed on 18 August 2004 
  pursuant to the authority of an ordinary resolution 
  of United Utilities PLC 
  passed on 30 July 2004

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Rules
  of The United Utilities PLC 
  performance share plan

|1   | Definitions and interpretation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|1.1 | In these Rules, unless the context otherwise requires:                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | "the
      Adoption Date" means the later of the date upon which the Plan is adopted
      by the Company and the date upon which is adopted by the Trustees;                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | "the
      Amendment Date" means the date upon which the Trustees adopt any amendment
      authorised to be made to the Plan pursuant to the authority of the ordinary
      resolutions of the Company passed at the Company's annual general meeting
      for the year 2004;                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | "Announcement
      Date" means a day on which the Company announces its results for any
      period to the London Stock Exchange not being a day falling prior to the
      Adoption Date;                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | "the
      Auditors" means the auditors for the time being of the Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | "Award"
      means a Contingent Award and/or an Option Award as the case may require;                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | "Award
      Certificate" means, in relation to an Award, the certificate issued
      in accordance with Rule 3.7;                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | Award
      Deed means a deed executed or to be executed by the Trustees in
      accordance with Rule 3.6 for the purpose of making an Award;                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | "Award
      Period" means each of the following periods:                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | "Business
      Day" means a day on which the London Stock Exchange is open for business
      in London;                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | "the
      Committee" means the committee of the board of directors of the Company
      whose principal task is to consider and determine (or recommend to the board
      of directors) the remuneration (in all its forms) of, among others, executive
      directors of the Company or, in the absence of any such committee, such
      other committee, consisting principally of non-executive directors, to which
      the operation of the Plan may be delegated by the board of directors of
      the Company;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | "the
      Company" means United Utilities PLC (Registered No.2366616);                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | "Contingent
      Award" means an award made by the Trustees to a Participant upon terms
      that the Trustees will, subject to and in accordance with the Rules of the
      Plan and the Award Certificate, transfer to such Participant Ordinary Shares
      on or following the Vesting Date in relation to that award and for the time
      being subsisting or (where the context so requires or permits) such an award
      proposed to be so made;                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | "control"
      has the meaning ascribed thereto by section 840 Income and Corporation Taxes
      Act 1988;                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | "Date
      of Award" means, in relation to any Award, the date on which such Award
      is to be treated as made in accordance with Rule 3.6;                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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| | "Eligible
      Employee" means any person who, at the Date of Award of an Award, is
      a director (other than a non-executive director) or employee of any one
      or more companies within the Group who is required (otherwise than during
      any period of absence on holiday or on maternity leave or paternity leave
      or parental leave or due to illness) to devote substantially the whole of
      his or her working time to his or her duties for the Group, provided that
      such director or employee is not, at such Date of Award, within six months
      of his normal retirement date;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | "employees'
      share scheme" has the meaning given thereto in section 743 Companies
      Act 1985;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | "Exercise
      Period" means, in relation to an Option Award, the period commencing
      on the Vesting Date in relation to that Option Award and ending three months
      thereafter or, if the Participant, not having previously exercised the Option
      Award, shall be prevented from so doing on the last day of the said period
      of three months by virtue of Rule 7.1, ending 30 days after the first day
      thereafter on which he shall not be so prevented;                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | "Financial
      Year" means an accounting reference period or other period for which
      the Company makes up its statutory accounts;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | "Group"
      means the Company and its subsidiaries (within the meaning of section 736
      Companies Act 1985) for the time being;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | "the
      London Stock Exchange" means the recognised stock exchange known at
      the Adoption Date as the London Stock Exchange or other the principal recognised
      stock exchange in the United Kingdom;                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | "Market
      Value"means in relation to an Ordinary Share on any date:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | "the
      Notified Sum" has the meaning given thereto in Rule 7.6:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | "Option
      Award"means a right to acquire Ordinary Shares in accordance with the
      Rules of the Plan and the Award Certificate granted by the Trustees to a
      Participant and for the time being subsisting or (where the context so requires
      or permits) such a right proposed to be so granted under the Plan;                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | "Ordinary
      Share" means a fully paid ordinary share (of whatever class) in the
      capital of the Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | "Participant"
      means a person to whom an Award has been made or (where the context admits)
      his personal representatives;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | "Performance
      Certificate" means a certificate to be delivered in accordance with
      Rule 4.1;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | "Performance
      Condition"means any performance or other condition imposed by the Trustees
      pursuant to Rule 3.4 in relation to an Award and specified in the Award
      Deed in relation to that Award;                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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| | "Performance Period"
      means, in relation to an Award, the period determined by the Trustees and
      specified in the Award Deed in relation to such Award;                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                               
| | "the Plan" means
      the performance share plan constituted by these Rules as from time to time
      amended and in force;                                                                 
| |                                                                                                                                                                                               
| | "Pre-Amendment Award
      Date" means the date upon which the last Award was made to any Eligible
      Employee in the Award Period commencing immediately prior to the Amendment
      Date
| |                                                                                                                                                                                               
| | "Share Schemes"
      means:                                                                                                                                                                  
| |                                                                                                                                                                                               

|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | the Plan; and                                                                                                                                                                                                                                                                                 
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                               
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | any other employees'
      share scheme adopted by the Company in general meeting;                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                               
|    | "the
      Trust" means the United Utilities Employee Share Trust established by
      a trust deed dated 21 August 1996 and made between the Company (1) and United
      Utilities Employee Share Trust Limited (2) as from time to time amended
      or varied or any other trust for the benefit of Eligible Employees amongst
      others the trustees of which may agree to accept the obligations of the
      Trustees under the Plan whether in addition to or in substitution for the
      existing Trustees;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                               
|    | the
      Trustees means the trustees for the time being of the Trust; and                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                               
|    | "Vesting
      Date" means, in relation to an Award, the date upon which a Performance
      Certificate is issued in respect of the Award or such earlier date on which
      the Award has become exercisable or vested in accordance with the Plan and
      the applicable Award Deed.                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                               
|1.2 | A Participant
      shall for the purposes of the Plan be treated as being in "Qualifying
      Service" at any time if at that time he is a director, other than a
      non-executive director, or an employee of any member of the Group.                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                               
|1.3 | In these
      Rules:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                               
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | unless the context
      otherwise requires, words importing the singular only shall include the
      plural and vice versa, words importing the masculine gender only shall include
      the feminine gender and words importing natural persons shall also include
      corporations; and
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                               
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | references to any statute
      or statutory provision shall include (i) any subordinate legislation made
      under it and (ii) any provision superseding it or re-enacting it (whether
      with or without modification);                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                               
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | references to a Rule
      or Rules are to a rule or rules of the Plan; and                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                               
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | the descriptive headings
      to Rules are inserted for convenience only, have no legal effect and shall
      be ignored in the interpretation of these Rules.                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                               
|2   | Notifications
      by the Committee to the Trustees                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                               
|2.1 | The Committee
      may, in relation to any present or future Award Period, notify the Trustees
      of:                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                               
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | the names of Eligible
      Employees to whom the Committee recommends that Awards be made in that Award
      Period and the type of Award which it recommends should be made;                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                               

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|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | the amount in respect
      of each such Eligible Employee (being an amount not exceeding 100% of the
      Eligible Employees annual rate of salary (excluding benefits in kind)
      as at the intended Date of Award (which in relation to any Award made or
      to be made during the Award Period as defined in paragraph (c) of that definition,
      shall be the Pre-Amendment Award Date) unless the Committee consider there
      are exceptional circumstances justifying a higher amount for any Eligible
      Employee) which the Committee recommends be applied to determine the maximum
      value of the Award to be made to the Eligible Employee in that Award Period;
      and
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | the Performance Period
      and the Performance Condition(s) which the Committee recommends in relation
      to any Awards made in that Award Period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2.2 | The Committee
      may recommend to the Trustees and the Trustees may make an Award or Awards
      at any time not within an Award Period at which the Committee considers
      that exceptional circumstances exist which justify the making of an Award
      or Awards and in such event the Committee shall notify the Trustees of the
      matters set out in Rule 2.1 in relation to such proposed Award or Awards.                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3   | Making
      of Awards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.1 | The Trustees
      may, in their discretion, make Awards, during any Award Period or at any
      other such time as is referred to in Rule 2.2, to all or any of the Eligible
      Employees recommended by the Committee in accordance with Rule 2 for Awards
      in that Award Period or at that time, provided that, if, by reason of statute,
      order, rule, regulation or government directive or any undertaking or agreement
      to which the Company may for the time being be a party as a condition of
      or in consequence of its ordinary share capital being traded on or dealt
      in on any recognised stock exchange, the Trustees shall be restricted from
      making Awards within any Award Period, Awards may be made within the period
      of 42 days after the lifting of such restrictions.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.2 | Each Award
      shall comprise one of the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | an Option Award, being
      the grant by the Trustees to the relevant Participant of an option to acquire
      for nil consideration from the Trustees up to such number of Ordinary Shares
      as is specified in the Award Deed relating to such Option Award upon the
      terms and in accordance with the Rules of the Plan and the provisions of
      the Award Deed relating to such Option Award; or                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | a Contingent Award,
      being a contingent award by the Trustees to a Participant upon terms whereby
      the Trustees will, subject to the Rules of the Plan and the relevant Award
      Deed, on or following the Vesting Date in relation to that Contingent Award
      transfer to such Participant up to such number of Ordinary Shares as is
      specified in the relevant Award Deed.                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.3 | The maximum
      number of Ordinary Shares comprised in an Award to any Eligible Employee
      shall be determined by dividing the amount recommended by the Committee
      in accordance with Rule 2.1(b) or such lesser amount as the Trustees may
      decide by the Market Value of an Ordinary Share on the applicable Date of
      Award provided always that in relation to any Award made during the Award
      Period as defined in paragraph (c) of that definition, the Market Value
      of an Ordinary Share shall be the value as at the Pre-Amendment Award Date.                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.4 | In making
      any Award under the Plan the Trustees shall determine that the exercise
      or vesting of such Award shall be conditional on the satisfaction of one
      or more performance or other conditions determined by the Trustees on the
      recommendation of the Committee before such Award is made. Any such Performance
      Condition may provide that the Award shall become exercisable or, as the
      case may be, shall vest in respect of a given number or proportion of the
      Ordinary Shares comprised in the Award according to whether, and the extent
      to which, such condition is met.                                                                                                                                                                                                 

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|3.5  | If prior
      to the satisfaction of any Performance Condition imposed pursuant to Rule
      3.4, an event occurs which causes the Trustees reasonably to consider that
      any such Performance Condition would not, without some alteration or addition,
      achieve its original purpose, the Trustees may, after consulting with the
      Committee, make such alteration or addition to such Performance Condition
      as it considers fair and reasonable but so that such Performance Condition
      shall not be any more difficult to satisfy after such alteration or addition
      than it was as originally imposed.                                                                                                                                                                                     
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.6  | An Award
      shall be made to an Eligible Employee by deed in such form as the Trustees
      may decide (an Award Deed) which shall be executed by
      the Trustees and shall take effect on delivery of the Award Deed by the
      Trustee, provided that, unless the Eligible Employee has previously irrevocably
      agreed in writing with the Trustees to be bound by the Rules of the Plan
      and the terms of any Award which may made to him, the Award shall be conditional
      upon the Eligible Employee so agreeing in writing with the Trustees within
      90 days after the date of delivery of the Award Deed by the Trustees and,
      if the Eligible Employee shall fail to execute such an agreement within
      such period, the Award shall lapse and be deemed never to have been made.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.7  | An Award
      shall be evidenced by an Award Certificate (which may, but need not, constitute
      an Award Deed) issued by or on behalf of the Trustees to the Participant
      specifying:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.8  | No monetary
      consideration shall be payable for the making or grant of an Award or in
      the respect of the vesting or exercise of any Award.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.9  | Each Award
      shall be personal to the Participant and shall not (save as provided in
      Rules 6.1 and 6.3) be capable of being transferred, assigned, charged, encumbered
      or in any way dealt in or of being listed or dealt in on any stock exchange
      and, if (save as aforesaid) any Award or any interest therein is or is purported
      to be transferred, assigned, charged, encumbered or in any way dealt in,
      such Award shall lapse and the Trustees shall not knowingly permit its vesting
      or exercise.                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.10 | No Award
      shall be made on a date which is more than ten years after the Adoption
      Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.11 | The Company
      may in any such written agreement between the Participant and the Trustees
      as is referred to in Rule 3.6, if and to the extent so permitted by law,
      make it a condition of the exercise of an Option Award that the Participant
      makes good to the Trustees or the Company or any other member of the Group
      or any other person (other than the Participant) all or such part as may
      be specified in the Award Deed of any secondary national insurance contributions
      for which the Trustees, the Company or any other member of the Group or
      any such other person is liable as a consequence of such exercise.                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4    | Certification
      of Performance Conditions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.1  | The Company
      shall or shall procure that, as soon as practicable after the end of the
      Performance Period in relation to any Awards, it shall be ascertained whether
      or not all or any of the Performance Conditions have been satisfied and
      the Company shall use its                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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|    | reasonable
      endeavours to cause a written notice (a "Performance Certificate")
      to be issued to the Trustees within four months following the expiry of
      the relevant Performance Period notifying the Trustees whether or not the
      Awards, if they are Option Awards, are exercisable or, if they are Contingent
      Awards, have vested in accordance with the Plan and the Award Certificate
      and
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                
|4.2 | The Company
      shall give notice in writing to the Participant of the information notified
      to the Trustees in accordance with Rule 4.1 relating to any Award made to
      him.                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                
|5   | Exercise
      and Vesting of Award in normal circumstances                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                
|5.1 | Save as
      otherwise provided in Rule 6, an Option Award shall only be capable of being
      exercised and a Contingent Award shall only be capable of vesting:                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | but shall
      only be exercisable or vest to the extent specified in the relevant Performance
      Certificate.                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                
|5.2 | An Award
      shall lapse on the happening of the earliest of the following events:                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | (f)                                                                                                                                                                                                                                                                                                                                                                                                                            

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|    | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | the expiry of the
      period specified in accordance with Rule 6.6;                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                             
|    | (h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | the passing of a resolution
      for the voluntary winding up of the Company or the making of an order for
      its compulsory winding up;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                             
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | the Participant becoming
      bankrupt;                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                             
|    | (j)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | in the case of an
      Option Award, the tenth anniversary of its Date of Award; and                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                             
|    | (k)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | in the case of an Option
      Award, the first anniversary of the death of the Participant.                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                             
|6   | Right
      to exercise and vesting of Award in special circumstances                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                             
|6.1 | In the
      event of the death of the Participant during the Performance Period of an
      Award while he is in Qualifying Service and prior to the occurrence of any
      such event as is referred to in any of Rules 6.5, 6.6 and 6.7, the Trustees
      may, in their discretion but subject to the consent of the Committee, cause
      the Award to vest immediately to such extent as the Trustees may determine
      in accordance with Rule 6.8 and, in the case of an Option Award, may permit
      the personal representatives of the Participant to exercise the Option Award
      to the extent so determined during such period (not exceeding 12 months)
      after the date of the Participants death as they may determine.                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                             
|6.2 | In the
      event of a Participant ceasing to be in Qualifying Service, during the Performance
      Period of an Award and prior to the occurrence of any such event as is referred
      to in any of Rules 6.5, 6.6 and 6.7, by reason of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                             
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | retirement on or after
      reaching his normal retirement date or, with the consent of the Committee,
      prior to that date;           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                             
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | redundancy (within
      the meaning of the Employment Rights Act 1996);                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                             
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | injury, disability
      or ill-health (evidenced to the satisfaction of the Company and the Trustees);                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                             
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | the company by which
      he is employed ceasing to be a member of the Group;                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                             
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | the undertaking in
      which he is employed being sold or transferred outside the Group; or                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                             
|    | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | other special circumstances
      as determined by the Trustees with the consent of the Committee;                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                             
|    | the Trustees
      may, in their discretion but subject to the consent of the Committee, permit
      the Award to vest after the issue of the Performance Certificate in respect
      of such Award at the conclusion of the Performance Period but so that the
      maximum number of Ordinary Shares in respect of which the Award shall be
      capable of so vesting shall be reduced in accordance with Rule 6.9 and provided
      that, except in a case falling within Rule 6.2(f), the Trustees may, in
      their discretion but subject to the consent of the Committee, cause the
      Award to vest immediately to such extent as the Trustees may determine in
      accordance with Rule 6.8 and, in the case of an Option Award, may permit
      the Participant to exercise the Option Award to the extent so determined
      during such period as they may determine.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                             
|6.3 | In the
      event of the death of the Participant:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                             
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | after the end of the
      Performance Period of an Option Award and before the expiry of its Exercise
      Period; or                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                             
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | while he is entitled
      to exercise an Option Award pursuant to Rule 6.2,                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                             
|    | his personal
      representatives may exercise that Option Award (in so far as it shall not
      have lapsed under any other Rule) during the period of 12 months following
      the date of the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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|    | Participant's
      death, but, in the case of his death while he was entitled to exercise an
      Option Award pursuant to Rule 6.2, only to the extent to which he was permitted
      to exercise such Option Award in accordance with Rule 6.2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.4 | In the
      event of the death of the Participant after he has ceased to be in Qualifying
      Service and before an Award has become exercisable or vested in accordance
      with Rule 6.2 and prior to the occurrence of any such event as is referred
      to in any of Rules 6.5, 6.6 and 6.7, the Trustees may, in their discretion
      but subject to the consent of the Committee, cause the Award to vest immediately
      to such extent as the Trustees may determine in accordance with Rule 6.8
      and, in the case of an Option Award, may permit the personal representatives
      of the Participant to exercise the Option Award to the extent so determined
      during such period (not exceeding 12 months) after the date of the Participants
      death as they may determine.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.5 | In the
      event that notice is given to shareholders of the Company of a resolution
      to approve the reconstruction or demerger of the Company or of any other
      member of the Group, the Trustees may make such provision for the variation
      of the terms of any Award and/or the applicable Performance Condition(s)
      and/or for early exercise or early vesting (in whole or in part) of Awards
      as the Trustees shall, in the exercise of their discretion (having regard
      to the recommendation of the Committee), consider appropriate to take proper
      account of such circumstances, provided that:                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.6 | If during
      the Performance Period of an Award any person:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | obtains
      control of the Company as a result of making a general offer:                                                                            
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (i)                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (ii)                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                        
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | obtains
      control of the Company in pursuance of a compromise or arrangement sanctioned
      by the Court under section 425 Companies Act 1985; or
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                        
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | becomes
      bound or entitled to acquire Ordinary Shares under sections 428 to 430F
      (inclusive) Companies Act 1985;                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                        
|    | then the
      Trustees may, in their discretion but subject to the consent of the Committee,
      permit the Participant to exercise an Option Award which has not yet become
      exercisable or may cause a Contingent Award which has not yet vested to
      vest within such reasonable period as the Trustees shall determine and notify
      to the Participant in writing to such extent as the Committee may, in their
      discretion but subject to the consent of the Committee, determine in accordance
      with Rule 6.10, notwithstanding that such exercise or vesting is within
      the Performance Period of the Award, provided that the provisions of Rule
      6.5 shall apply, and this Rule 6.6 shall not apply, in relation to any circumstances
      in which any person acquires control of the Company in consequence of a
      reconstruction which falls within the provisions of sections 135 to 139
      Taxation of Chargeable Gains Act 1992.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                        
|6.7 | In the
      event of notice being given to shareholders of the Company during the Performance
      Period of any Award convening a meeting to consider a resolution for the
      members' voluntary winding up of the Company, the Trustees may, in their
      discretion but subject to the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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|     | consent
      of the Committee, permit the Participant to exercise the Award if it is
      an Option Award or may cause the Award to vest at any time before the commencement
      of the winding up to such extent as the Committee may, in their discretion
      but subject to the consent of the Committee, determine in accordance with
      Rule 6.10, notwithstanding that such exercise or vesting is within the Performance
      Period.                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|6.8  | An Award
      may only be exercised or vest in the circumstances set out in Rule 6.1,
      in the proviso to Rule 6.2 or in Rule 6.4 if and to the extent that the
      Trustees, acting on the recommendation of the Committee, are satisfied that
      the Performance Conditions imposed pursuant to Rule 3.4 have been satisfied
      on such modified basis as they think fit over the period from the beginning
      of the Performance Period to the date on which the Participant ceased to
      be in Qualifying Service and, for the purpose of determining the number
      of Ordinary Shares in respect of which the Award vests as a consequence
      of the extent (if any) to which the Performance Condition(s) have been so
      satisfied, the maximum number of Ordinary Shares comprised in the Award
      shall be such reduced number as is determined in accordance with Rule 6.9.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|6.9  | For the
      purpose of calculating the number of Ordinary Shares in respect of which
      an Award may be exercised by the Participant or which may be permitted to
      vest pursuant to any of Rules 6.1, 6.2 and 6.4. the maximum number of Ordinary
      Shares comprised in the Award shall be reduced to the proportion of the
      number of Ordinary Shares originally comprised in the Award which equals
      the proportion which the number of days which have elapsed from and including
      the first day of the applicable Performance Period to and including the
      day upon which the Participant ceased to be in Qualifying Service bears
      to the number of days in the Performance Period.                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|6.10 | Awards
      may only be exercised or vest in the circumstances set out in Rule 6.6 or
      Rule 6.7 if and to the extent that the Trustees, acting on the recommendation
      of the Committee, consider it fair and reasonable taking into account the
      extent to which the Performance Conditions applied over such modified period
      as the Trustees consider appropriate have been satisfied and such other
      criteria as the Trustees in their discretion consider relevant.                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|7    | Exercise
      and Vesting of Awards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|7.1  | No Option
      Award shall be exercised and no Ordinary Shares shall be issued or transferred
      pursuant to the grant or vesting of any Award save in accordance with the
      then current model code on directors' dealings in listed securities traded
      on the London Stock Exchange or such other code of dealing in terms no less
      exacting than such model code as may be adopted by the Company. This restriction
      shall apply to all Participants and not only to directors of the Company.                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|7.2  | All transfers
      of Ordinary Shares to a Participant on the grant or vesting of an Award
      or on the exercise of an Option Award will be subject to the obtaining of
      any necessary consents under any relevant enactments or regulations for
      the time being in force and it shall be the responsibility of the Participant
      to comply with any requirements to be fulfilled in order to obtain or obviate
      any such consents.                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|7.3  | An Option
      Award may only be exercised by a Participant giving notice in writing to
      the Company in the form and manner prescribed by the Committee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|7.4  | An Option
        Award shall be capable of exercise on one occasion only and, if an Option
        Award is exercised in respect of part only of the Ordinary Shares then
        subject
      to that Option Award, that Option Award shall lapse in respect of the balance
        of such Ordinary Shares. Exercise
      of an Option Award shall only be effective:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|7.5  | The exercise
      of an Option Award by a Participant and the execution by any Participant
      of such an agreement as is referred to in Rule 3.6 shall constitute the
      agreement and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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|    | undertaking
      of the Participant with the Trustees that he will forthwith upon written
      demand from the Company pay to the Company or as the Company may direct:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | and shall
      also constitute authority to the Trustees, the Company, each such other
      member of the Group and any such other person to deduct any amount so demanded
      which remains unpaid from payments otherwise payable to the Participant,
      including but not limited to authority to deduct from wages or salary for
      the purposes of Part II of the Employment Rights Act 1996.                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7.6 | Without
      prejudice to the generality of Rule 7.5, the Company may, as soon as practicable
      following the Vesting Date in relation to an Award or following the receipt
      of a notice of exercise of an Option Award, notify the Participant in writing
      of the amount (if any) ("the Notified Sum") which in its reasonable
      opinion it estimates the Trustees, the Company or any member of the Group
      (past or present) or any other person (other than the Participant) will
      be required (whether such requirement is legally enforceable or not) to
      pay to the Inland Revenue and/or the Contributions Agency in respect of
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Subject
      as hereafter provided, upon the giving of such a notice the Participant
      shall thereupon be bound and obliged to pay the Notified Sum to the Company
      or as the Company may direct within such period thereafter (not being less
      than seven days) as may be specified in such notice and any obligation of
      the Trustees to transfer Ordinary Shares to the Participant as a result
      of the exercise or vesting of any Award shall be conditional upon receipt
      by the Company of the Notified Sum. In the event that the Notified Sum proves
      to                                                                     

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|    | be an over-estimate,
      the Company shall on the date on which there is paid to the Inland Revenue
      or other taxation authority the sum actually so due repay to the Participant
      the excess of that part of the Notified Sum estimated to be due to the Inland
      Revenue or other taxation authority (as the case may be) not so paid. In
      the event that the Notified Sum is less than the aggregate amount which
      is required to be so paid to the Inland Revenue and/or other taxation authority,
      the Participant shall forthwith on demand pay to the Company the balance
      of the amount so paid. The Company may in their absolute discretion accept,
      in lieu of immediate payment of the Notified Sum, irrevocable authority
      in writing from the Participant (in form and substance satisfactory to the
      Trustees and the Company) authorising the Trustees to sell such number of
      the Ordinary Shares in respect of which the Award Option has been exercised
      or which have vested pursuant the Contingent Award as may be necessary to
      raise the required funds and to apply the same in discharge of the Notified
      Sum and any further sum which may become due from the Participant as aforesaid
      or such other security in form and substance satisfactory to the Company
      for payment to the Company of the Notified Sum and any such further sum.                                                                                                                                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|7.7 | Subject
      to Rules 7.6 and 7.9, upon the exercise of an Option Award becoming effective
      or upon a Contingent Award vesting, the Trustees shall vest beneficial ownership
      in the Participant of the number of Ordinary Shares in respect of which
      the Option Award has been duly exercised or (as the case may be) the Contingent
      Award has vested, free from all liens, charges and encumbrances and together
      with the right to receive and retain, all dividends or other distributions
      paid or made on the ordinary share capital of the Company by reference to
      a record date occurring on or after the date on which such exercise or vesting
      became effective.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|7.8 | Subject
      to Rules 7.6 and 7.9, within 28 days after the exercise or vesting of an
      Award shall have become effective, the Trustees shall transfer to the Participant
      or as he may direct the legal title to the number of Ordinary Shares acquired
      by the Participant pursuant to the exercise of an Option Award or pursuant
      to the vesting of a Contingent Award.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|7.9 | Notwithstanding
      any other provision of the Rules of the Plan and/or the provisions of any
      Award Deed, the Trustees may, following consultation with the Committee,
      elect (by written notice given by or on behalf of the Trustees to the Participant
      no later than the date upon which the relevant Performance Certificate is
      issued to the Trustees) to satisfy their obligations to transfer all or
      any Ordinary Shares to which a Participant is entitled on exercise of an
      Option Award or on vesting of a Contingent Award by paying to the Participant
      an amount equal to the Market Value at the date of vesting or exercise of
      such number of the Ordinary Shares in respect of which the relevant Award
      has become exercisable or vested as the Trustees shall determine. Any such
      payment shall be made by the Trustees to the relevant Participant within
      28 days of the relevant Award vesting or becoming exercisable and shall
      be subject to deduction of any income tax and/or primary national insurance
      contributions and/or any other tax for which the Trustees, the Company or
      any other member of the Group (past or present) or any other person (other
      than the Participant) is liable to account to the Inland Revenue or any
      other taxation authority in respect of any such payment and/or any secondary
      national insurance contributions which the Trustees may lawfully be entitled
      to require, or may lawfully have agreed with the Participant, that the Participant
      will make good to the Trustees, the Company or any such other member of
      the Group or any such other person in respect of any such payment.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|8   | Variation
      of share capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|8.1 | Upon any
      capitalisation issue or a rights issue or any reduction, sub-division or
      consolidation of the Company's share capital or any other variation of share
      capital, the number of Ordinary Shares subject to an Option Award may be
      adjusted in such manner and with effect from such dates as the Trustees
      may determine to be appropriate (not excluding retrospective adjustments
      where such variation occurs after the Vesting Date in relation to the Option
      Award but the record date relating to such variation precedes such Vesting
      Date) provided that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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|    |                                                                                                                                                                                                                                         | Act 1988 applies, unless
      such scrip dividend is an enhanced scrip dividend in which event the adjustment
      shall be limited to that necessary to take account of so much of the ordinary
      share capital issued which would not have been issued but for such enhancement;
      and                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (b)                                                                                                                                                                                                                                     | except in the case
      of a capitalisation issue (other than a capitalisation issue in connection
      with an enhanced scrip dividend), the Auditors (acting as experts and not
      as arbitrators) shall have confirmed in writing to the Trustees or the Company
      that the proposed adjustments have in their opinion been calculated in accordance
      with current accounting standards (including but not limited to FRS14 or
      its replacement from time to time);                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | and provided
      further that the issue of shares or securities as consideration for an acquisition
      shall not be regarded as a circumstance requiring any such adjustment.                                                     
|    |                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|8.2 | Notice
      of any such adjustment shall be given to the Participants in writing.                                                                                                                                                     
|    |                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|9   | Administration
      and amendment of the Plan                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|9.1 | The decision
      of the Trustees as to any matter, question or dispute arising from the Plan
      (other than a matter to be certified by the Auditors) shall be final and
      binding on all Eligible Employees and Participants.
|    |                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|9.2 | The Trustees
      shall have the power from time to time to make and vary such regulations
      (not being inconsistent with the Plan) for the implementation and administration
      of the Plan as they think fit.                
|    |                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|9.3 | The Plan
      may be altered in any respect by the Trustees except that:                                                                                                                                                              
|    |                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (a)                                                                                                                                                                                                                                     | no amendment shall be
      effective which would materially prejudice the interests of Participants
      in relation to Awards already made or granted to them unless with such prior
      consent or sanction of Participants as would be required under the provisions
      for the alteration of class rights contained in the Articles of Association
      of the Company for the time being if the Ordinary Shares the subject of
      the Awards constituted a separate but single class of shares (or two or
      more classes of shares according to the respective dates of award or grant
      as the Trustees may deem appropriate) and such shares were entitled to such
      rights; and
|    |                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (b)                                                                                                                                                                                                                                     | save as provided in
      Rule 9.4, no amendment to the advantage of current or prospective Participants
      shall be made, without the prior sanction of an ordinary resolution of the
      Company in general meeting to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

|    |                                                                                                                                                                                                                                                                                                          | (i)                                                                           | the definition of
      Eligible Employee;                                                                       
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                          |                                                                               |                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                          | (ii)                                                                          | the time or times at
      which and the circumstances in which Awards may be made or be exercised
      or vest;
|    |                                                                                                                                                                                                                                                                                                          |                                                                               |                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                          | (iii)                                                                         | the basis on which
      any adjustment may be made to the number of Ordinary Shares subject to any
      Award; 
|    |                                                                                                                                                                                                                                                                                                          |                                                                               |                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                          | (iv)                                                                          | the basis of calculation
      of the total numbers of unissued Ordinary Shares available for the Plan;
      or 
|    |                                                                                                                                                                                                                                                                                                          |                                                                               |                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                          | (v)                                                                           | this Rule 9.3 or Rule
      9.4; and                                                                             
|    |                                                                                                                                                                                                                                                                                                          |                                                                               |                                                                                                                  
|    | (c)                                                                                                                                                                                                                                                                                                      | no amendment
      shall be made without the prior approval of the Committee.
|    |                                                                                                                                                                                                                                                                                                          |                                                                               |                                                                                                                  
|9.4 | The Trustees
      may, without the sanction of an ordinary resolution of the Company in general
      meeting but subject to the prior approval of the Committee, make minor amendments
      to the Plan to benefit the administration thereof or to obtain or maintain
      favourable tax, exchange

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|     | control
      or regulatory treatment for the Trustees, the Company, any other member
      of the Group or any existing, future or prospective Participant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.5  | Written
      notice of any material alteration made in accordance with Rule 9.3 or Rule
      9.4 shall be given to all Participants affected by the relevant alteration.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.6  | Notices
      or documents required to be given or sent to an Eligible Employee or a Participant
      shall:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10   | Participants'
      legal entitlements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.1 | The terms
      of employment of a Participant by the Company or any other member of the
      Group shall not be affected by his participation in the Plan which shall
      not form part of such terms. In no circumstances shall a person ceasing
      to be in Qualifying Service by reason of dismissal or otherwise howsoever
      be entitled to or claim against the Trustees, the Company or any other member
      or former member of the Group any compensation for or in respect of any
      consequent diminution or extinction of his rights or benefits (actual or
      prospective) under any Awards then held by him or otherwise in connection
      with the Plan.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.2 | Any Award
      made to a Participant shall not be pensionable and shall not be brought
      into account for the purposes of calculating any salary-related benefits
      of the Participant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|11   | Limitations
      on the Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|11.1 | The aggregate
      number of unissued Ordinary Shares which the Company may on any day issue
      for the purposes of the Plan shall be limited so that it shall not exceed,
      when aggregated with:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | ten per
      cent of the issued ordinary share capital of the Company on the day preceding
      that day.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|11.2 | The aggregate
      number of unissued Ordinary Shares which the Company may on any day issue
      for the purposes of the Plan shall be further limited so that it shall not
      exceed, when aggregated with:                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | five per
      cent of the issued ordinary share capital of the Company on the day preceding
      that day.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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|12   | Termination                                                                                                                                                                                                            
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                        
|12.1 | The Trustees or the
      Company may at any time resolve to terminate the Plan in which event no
      further Awards shall be made thereafter, but the subsisting rights of Participants
      shall remain in force.

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