Exhibit
      4.14

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| | DATED | 6
          January 2005 | 
| | ----- | ------------------------ | 
| |       |                         







UNITED
    UTILITIES PLC





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THE
      RULES OF
  THE UNITED UTILITIES PLC INTERNATIONAL
  PLAN

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Adopted
    by resolutions of the boards of directors of United 
  Utilities PLC passed on 30 November 2004 and of United 
  Utilities Employee Share Trust Limited passed on 6 January 2005 
  pursuant to the authority of an ordinary resolution 
  of United Utilities PLC passed on 21 July 2000







Eversheds
    LLP 
  Cloth Hall Court 
  Infirmary Street
  Leeds LS1 2JB
  Tel +44 (0) 113 243 0391
  Fax +44 (0) 113 245 6188

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Rules
      of 
  The United Utilities PLCInternational 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 it is adopted by the Trustees;                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | "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
        an option which is capable of exercise in accordance with these Rules
        over a number of fictional Ordinary Shares, the exercise of which may
        give rise to a payment of cash determined in accordance with these Rules
        but not, in any circumstances whatsoever, the acquisition of any Ordinary
        Shares;                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | "Award
          Certificate" means,
          in relation to an Award, the certificate issued in accordance with
          Rule 3.6;                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | "Award
            Deed" means
            a deed executed or to be executed by the Trustees in accordance with
            Rule 3.5 for the purpose of making an Award;                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | "Award
          Period" means
          each period of 42 days following an Announcement Date;                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | "Business
            Day" means
            a day on which the London Stock Exchange is open for business in
            London;                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | "Cash
          Amount"in
          respect of any Award that is exercised, a cash sum equal to the notional
          number of Ordinary Shares in respect of which the Award is exercised
          multiplied by the Share Value;                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | "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);                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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| | "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 3.5;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | "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 (other than a director of the Company) who is not
          resident in the United Kingdom and 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;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | "Exercise
            Period" means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

| |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)                                                                                                                                                                                                                                         | in
        relation to an Award in respect of which no Fixed Payment Date has been
        specified in the Award Certificate, the period commencing on the Vesting
        Date in relation to that Award and ending three months thereafter or,
        if the Participant, not having previously exercised the Award, shall
        be prevented from doing so 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;
| |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (b)                                                                                                                                                                                                                                         | in
        relation to any other Award, the period commencing on the Vesting Date
        and ending on the Fixed Payment Date specified in relation to the Award
        in question;                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | "Financial
            Year" means
            an accounting reference period or other period for which the Company
            makes up its statutory accounts;                                                                           
| |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | "Fixed
            Payment Date" means
            in relation to an Award, a specific date falling after its anticipated
            Vesting Date but before the expiry of three months following such
            Vesting Date;          
| |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | "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 plc or other the principal recognised stock exchange
          in the United Kingdom;
| |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | "Market
            Value"means
            in relation to an Ordinary Share on any date:                                                                                                                                                  
| |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (a)                                                                                                                                                                                                                                         | if
        the Ordinary Shares have been admitted to the Official List of the UK
        Listing Authority and to trading on the London Stock Exchange, the middle
        market quotation of an Ordinary Share as derived from the Daily                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Official
        List of the London Stock Exchange (or other competent authority within
        the meaning given thereto in section 147(6) Financial Services Act 1986)
        dated the Business Day immediately preceding such date; or                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                          
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | if
        the Ordinary Shares are not then so listed and traded on the London Stock
        Exchange, market value as determined for the purposes of the Plan by
        the Trustees having regard to the provisions of Part VIII of the Taxation
        of Chargeable Gains Act 1992;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                          
| | "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 3.3 in relation to an Award and specified in the Award Deed
          in relation to that Award;                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                          
| | "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;                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                          
| | "Performance
          Share Plan"means
          the United Utilities PLC Performance Share Plan adopted by resolutions
          of the boards of the directors of United Utilities PLC passed on 27
          February 2001 and or the 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, as from time to time
          amended and in force;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                          
| | "Performance
            Share Plan Adoption Date" means
            29 March 2001;                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                          
| | "the
          Plan" means
          the United Utilities PLC International Plan adopted by the board or
          directors of the Company pursuant to the authority of an ordinary resolution
          of the Company passed on 21 July 2000 constituted by these Rules as
          from time to time amended and in force;                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                          
| | "Relevant
          Jurisdiction"means
          any jurisdiction in which:                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

| | (a)                                                                                                                                                                                                    | a
        Participant; or                                                  
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------
| |                                                                                                                                                                                                        |                                                                            
| | (b)                                                                                                                                                                                                    | the
        member of the Group to which such Participant provides services
| |                                                                                                                                                                                                        |                                                                            
| | is
        subject to taxation of any nature whatsoever in respect of or in connection
        with the grant of an Award, its exercise, deemed exercise or any payment
        pursuant to such Award

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|    | "Share
            Value"means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | "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 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:
|    |                                                                                                                  

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|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | the
        names of Eligible Employees to whom the Committee recommends that Awards
        be made in that Award Period;                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (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 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;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | the
        Performance Period and the Performance Condition(s) which the Committee
        recommends in relation to any Awards made in that Award Period; and                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | the
        Fixed Payment Date, (if any), that 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 | The
        maximum notional 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.3 | In
        making any Award under the Plan the Trustees shall determine that the
        exercise 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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|    | Performance
        Condition may provide that the Award shall become exercisable 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3.4 | If
        prior to the satisfaction of any Performance Condition imposed pursuant
        to Rule 3.3, 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.                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3.5 | 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.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3.6 | 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                    | the
        Date of Award;                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                 
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                    | the
        maximum notional number of Ordinary Shares comprised in the Award;                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                 
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                    | the
        Performance Period;                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                 
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                    | details
        of any Performance Conditions imposed in relation to the Award pursuant
        to Rule 3.3; and
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                 
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                    | the
          Fixed Payment Date, if any, relating to the Award.                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                 
|3.7 | No
        monetary consideration shall be payable for the making or grant of an
        Award or in the respect of the exercise or deemed exercise of any Award.                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                 
|3.8 | 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

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|     | in,
          such Award shall lapse and the Trustees shall not knowingly permit
          its vesting or exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3.9  | No
          Award shall be made on a date which is more than ten years after the
          Performance Share Plan Adoption Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3.10 | The
        Company may in any such written agreement between the Participant and
        the Trustees as is referred to in Rule 3.5, if and to the extent so permitted
        by law, in the Relevant Jurisdiction make it a condition of the exercise
        of an 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 social security taxes or social security contributions arising in
        the Relevant Jurisdiction 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 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 are exercisable in accordance with the Plan and the Award
        Certificate and                                                                                                             

|    |                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | (a)                                                                                                                                                                                            | if
        the Performance Certificate shall notify the Trustees that none of the
        Performance Conditions has been satisfied, the Award shall lapse in its
        entirety forthwith upon receipt by the Trustees of the Performance Certificate;
        or                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | (b)                                                                                                                                                                                            | if
        the Performance Certificate shall notify the Trustees that an Award is
        exercisable in accordance with Rule 4.1, it shall also notify the Trustees
        of the notional number of Ordinary Shares in respect of which the Award
        may be exercised by the Participant and the Award shall lapse forthwith
        upon receipt by the Trustees of the Performance Certificate in respect
        of any notional Ordinary Shares in respect of which it does not then
        become exercisable.
|    |                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|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
            of Award in normal circumstances                                                                                                                                         
|    |                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5.1 | Save
          as otherwise provided in Rule 6, an Award shall only be capable of
          being exercised:                                                                                  

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|    | (a)                                                                                                                | if
        the Participant has been in Qualifying Service throughout the period
        commencing on the applicable Date of Award and ending at the end of the
        applicable Performance Period; and
|--- | ------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                    |                                                                                                                                                                                                           
|    | (b)                                                                                                                | if
        the Performance Certificate issued pursuant to Rule 4.1 shall certify
        that the Performance Conditions imposed pursuant to Rule 3.3 have been
        satisfied                         
|    |                                                                                                                    |                                                                                                                                                                                                           
|    | but
          shall only be exercisable 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) | where
        Rule 4.1(a) applies, the receipt by the Trustees of the relevant Performance
        Certificate;                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                    
| | (b) | where
        Rule 4.1(b) applies, the receipt by the Trustees of the relevant Performance
        Certificate, but only to the extent determined in accordance with the
        relevant Performance Certificate;                                                                 
| |     |                                                                                                                                                                                                                                                                                    
| | (c) | the
        expiry of its Exercise Period, unless the Participant shall have died
        at any time before the expiry of the Exercise Period;                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                    
| | (d) | the
        Participant ceasing to be in Qualifying Service during the applicable
        Performance Period save to the extent (if any) to which the Trustees
        permit him (or his personal representatives) to exercise the Award pursuant
        to Rule 6.1 or Rule 6.2;
| |     |                                                                                                                                                                                                                                                                                    
| | (e) | the
        expiry of the period permitted for the exercise of the Award by the Participant's
        personal representatives in accordance with Rule 6.1, Rule 6.3 or Rule
        6.4;                                                                                          
| |     |                                                                                                                                                                                                                                                                                    
| | (f) | the
        expiry of the period permitted for exercise by the Participant of the
        Award in accordance with Rule 6.2 unless the Participant shall die during
        such period;                                                                                           
| |     |                                                                                                                                                                                                                                                                                    
| | (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) | the
        tenth anniversary of its Date of Award;                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                    
| | (k) | the
        first anniversary of the death of the Participant; and                                                                                                                                                                                                                 

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|    | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | where
        a Fixed Payment Date has been specified in relation to the Award concerned,
        the day immediately following the Fixed Payment Date so specified.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                     
|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 be capable of exercise immediately to such
        extent as the Trustees may determine in accordance with Rule 6.8 and
        may permit the personal representatives of the Participant to exercise
        the 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 be capable of exercise after the issue of the Performance
        Certificate in respect of such Award at the conclusion of the Performance
        Period but so that the maximum notional number of Ordinary Shares in
        respect of which the Award shall be capable of being exercised 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 be capable
        of exercise immediately to such extent as the Trustees may determine
        in accordance with Rule 6.8 and may permit the Participant to exercise
        the Award to the extent so determined during such period as they may
        determine.

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|6.3 | In
        the event of the death of the Participant:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | his
        personal representatives may exercise that 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 Participant's death, but, in the case of his
        death while he was entitled to exercise an Award pursuant to Rule 6.2,
        only to the extent to which he was permitted to exercise such 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 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 be capable
        of exercise immediately to such extent as the Trustees may determine
        in accordance with Rule 6.8 and may permit the personal representatives
        of the Participant to exercise the 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 (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)                                                              | in
        exercising such discretion for this purpose the Trustees shall have due
        regard to the object and purposes of the Company and the Trustees in
        establishing the Plan;
|    |                                                                  |                                                                                                                                                                                               
|    | (b)                                                              | no
        such provision shall be made without the consent of the Committee; and                                                                                                             
|    |                                                                  |                                                                                                                                                                                               
|    | (c)                                                              | no
        such provision shall take effect so as to abrogate the rights of a Participant
        without the Trustees first obtaining his consent in writing.                                
|    |                                                                  |                                                                                                                                                                                               
|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)                                                                          

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | (ii)                                                                                                                                                        | to
        acquire all the shares in the Company which are of the same class as
        the Ordinary Shares;
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                            
|    | (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 Award which has not
        yet become exercisable 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 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 consent of the Committee,
        permit the Participant to exercise the Award 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 is within the Performance
        Period.                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                            
|6.8 | An
        Award may only be exercised 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 3.3 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 notional number of Ordinary Shares in respect of which the Award
        is capable of exercise as a consequence of the extent (if any) to which
        the Performance Condition(s) have been so satisfied, the maximum notional
        number of Ordinary Shares comprised in the Award shall be such reduced
        notional number as is determined in accordance with Rule 6.9.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                            
|6.9 | For
        the purpose of calculating the notional number of Ordinary Shares in
        respect of which an Award may be exercised by the Participant pursuant
        to any of Rules 6.1, 6.2 and 6.4. the maximum notional number of Ordinary
        Shares comprised in the Award shall be reduced to the proportion of the
        notional number of Ordinary Shares originally comprised in the Award
        which equals the proportion which the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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|     | 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 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
            of Awards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|7.1  | No
        Award (other than an Award in respect of which the Award Certificate
        specifies a Fixed Payment Date) shall be exercised 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, as if, for the purpose
        of this Rule 7.1 only, the exercise of an Award involved the acquisition
        of securities by the Participant concerned that are governed by the model
        code or such other code of dealing referred to herein and shall apply
        to all Participants who are subject to the model code or such other code
        of dealing referred to herein at the time of exercise of the relevant
        Award even if they are not directors of the Company.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|7.2  | An
        Award may only be exercised by a Participant giving notice in writing
        to the Company in the form and manner prescribed by the Committee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|7.3  | An
        Award shall be capable of exercise on one occasion only and, if an Award
        is exercised in respect of part only of the Ordinary Shares then subject
        to that Award, that Award shall lapse in respect of the balance of such
        Ordinary Shares. Exercise of an Award shall only be effective upon receipt
        of the duly completed form of exercise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|7.4  | The
        exercise of an Award by a Participant and the execution by any Participant
        of such an agreement as is referred to in Rule 3.5 shall constitute the
        agreement and 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | or
        not) to pay to the tax authorities in the Relevant Jurisdiction or any
        other taxation authority; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | any
        amounts of social security taxes or contributions of the Relevant Jurisdiction
        for which the Trustees, the Company or any such other member of the Group
        or any such other person is liable as a consequence of the grant or exercise
        of any Award or any payment to a Participant pursuant to the Plan to
        the extent that the Trustees, the Company or any such other member of
        the Group or any such other person may lawfully be entitled to require,
        or may lawfully have agreed with the Participant, that the Participant
        will make good the same to the Trustees, the Company or any other member
        of the Group (past or present) or any such other person;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 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 any legislation, custom or practice in
        the Relevant Jurisdiction.                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|7.5 | Upon
        the exercise of an Award becoming effective or upon its deemed date of
        exercise pursuant to Rule 7.6 the Trustees shall pay, or make such other
        arrangements for paying, the Participant exercising such Award, the Cash
        Amount, such payment being subject to all applicable deductions in respect
        of income tax, social security contributions, social taxes or other taxes
        that are properly deductible in respect of the Cash Amount in the Relevant
        Jurisdiction. For the avoidance of doubt each Participant who has exercised
        his Award shall only be entitled to receive in his hands a cash sum equal
        to the Cash Amount less all applicable deductions referred previously
        in this Rule 7.5 and not a cash payment equal to the Cash Amount.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|7.6 | Subject
        only to the exercise of an Award occurring pursuant to any one of Rules
        6.1 to 6.7 inclusive (in which case the exercise of the award shall take
        effect on receipt of the duly completed form of exercise), any Award
        in respect of which a Fixed Payment Date has been specified in the Award
        Certificate relating to such Award, shall irrespective of the actual
        date upon which written notice of exercise is served in accordance with
        Rule 7.2, be deemed for the purpose of these Rules to have been exercised
        on the Fixed Payment Date specified in relation to that Award.                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|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 notional number of Ordinary Shares subject to an
        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                                                                                                                                                                                                                                                                                                                                                                                      

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|    | variation
        occurs after the Vesting Date in relation to the Award but the record
        date relating to such variation precedes such Vesting Date) provided
        that:                                                           
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                              
|    | (a)                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                              
|    | (b)                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                              
|    | 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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (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 notional number of Ordinary
        Shares subject to any Award; or
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                 |                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (iv)                                                                            | this
          Rule 9.3 or Rule 9.4                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                 |                                                                                                                                 
|    | (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 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | either
        be delivered to him by hand or sent to him at his home address according
        to the records of his employer; and
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                    
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | if
        sent by post be deemed to have been given on the third day following
        the date of posting.                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                    
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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|10.3 | Until
        the time of exercise or deemed exercise of an Award, the Participant
        holding such Award shall have no beneficial or legal right to receive
        any payment or part payment of the Cash Amount relating to that Award.                                                                                                        
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                        
|10.4 | No
        Award granted under the Plan shall confer any right or prospective right
        to acquire any Ordinary Shares or interest in Ordinary Shares. For the
        avoidance of doubt for the purpose of the Plan, Ordinary Shares are used
        as a method of calculating the Cash Amount payable to a Participant under
        the Plan.
|     |                                                                                                                                                                                                                                                                                                                                                        
|11   | Termination                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                        
|11.1 | 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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