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                                                                    EXHIBIT 10.5

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             THE LUCAS GROUP FUNDED EXECUTIVE PENSION SCHEME NO. 4





                             STATEMENT OF BENEFITS
                                 for Mr S Lunn



                          Date of issue: 1st April 1996






















                                  ALLEN & OVERY
                                     London



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                                    CONTENTS

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Section                                                                               Page

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1.  Introduction ..................................................................      1

2.  The Executive Scheme ..........................................................      1

3.  Your Target Total Lucas Pension ...............................................      1

4.  Composition Of Your Retirement Benefits .......................................      2

5.  The Company's Contributions ...................................................      2

6.  Benefit Payable On Leaving Lucas Employment Over Age 50 (Other Than Death) ....      3

7.  Benefit Payable On Leaving Lucas Employment Before Age 50 (Other Than Death)...      3

8.  Ending Your Scheme Membership But Remaining In Lucas Employment At Any Age ....      3

9.  Transfer Option ...............................................................      4

10. Death Benefits ................................................................      4

11. Temporary Absence .............................................................      5

12. Investments ...................................................................      5

13. Termination, Amendment Or Merger ..............................................      5

14. Income Tax ....................................................................      6

15. Independent Actuary ...........................................................      6

16. Definitions ...................................................................      6

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   THE TERMINOLOGY USED IN THIS STATEMENT IS EXPLAINED IN SECTION 16 BELOW.


1. INTRODUCTION

   The objective of the Lucas Group Funded Executive Pension Scheme No. 4
   (referred to below as "the Executive Scheme") is to build up a fund which is
   expected to be sufficient to enable you to purchase benefits of broadly
   equivalent value to those you would have received under Lucas' main
   tax-approved pension scheme, the Lucas Pension Scheme (the "Main Scheme"), if
   the Earnings Cap did not affect you. You are also entitled to certain
   benefits on your death in service while a member of the Executive Scheme.

   It is a condition of membership of the Executive Scheme that you continue to
   be an active member of the Main Scheme. If you opt out of the Main Scheme you
   will also be treated as having opted out of the Executive Scheme.

   Like the Main Scheme, the Executive Scheme is set up under trust. Its assets
   are therefore kept separate from those of Lucas Industries plc. The trustees
   are appointed by Lucas. Currently there is a single corporate trustee: Lucas
   Supplementary Pensions Limited, the directors of which are currently David
   Birtwistle, Bryan Mason and Guy Norris.

   The full provisions of the Executive Scheme are set out in its trust deed, a
   copy of which has been supplied to you. The trust deed will override this
   statement should there be any ambiguity or conflict.

   For further information about the Executive Scheme please contact: David
   Birtwistle, Group Pensions Executive, at Lucas Administration, 2020 The
   Crescent, Birmingham Business Park, Birmingham B37 7YE, telephone: 0121 627
   1334.

2. THE EXECUTIVE SCHEME


   The Executive Scheme will be a money purchase type scheme. It will be funded
   with the objective of building up assets which represent the difference
   between your target total Lucas pension (see 3 below) and your pension from
   the Main Scheme.

3. YOUR TARGET TOTAL LUCAS PENSION

   At Normal Pension Age

   If you had not been subject to the Earnings Cap, the principal benefit under
   the Main Scheme would have been a pension at Normal Pension Age of
   one-thirtieth of your Final Pensionable Pay for each year of your Pensionable
   Employment, provided that, when aggregated with your benefits from your
   previous arrangements, it did not exceed two-thirds of your Final Pensionable
   Pay. This will be referred to below as your "target total Lucas pension".

   Before Normal Pension Age

   At any time before Normal Pension Age your target total Lucas pension is
   calculated as a proportion of your target total Lucas pension at Normal
   Pension Age. The proportion is:


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   A/B x total target Lucas pension at Normal Pension Age where:

   A is the period of your actual Pensionable Employment; and

   B is the potential period of your Pensionable Employment from the date it
   started to your Normal Pension Age.


   The calculation is based on Final Pensionable Pay at the date of calculation.

4. COMPOSITION OF YOUR RETIREMENT BENEFITS


   Because of the Earnings Cap, your retirement benefits will be provided from
   three sources:

   (a)  Pensions and/or lump sums built up during membership of your previous
        employers' pension schemes or benefits under retirement annuity
        contracts or personal pensions.


   (b)  A pension from the Main Scheme. Its amount will currently be
        one-sixtieth of your Final Pensionable Pay up to the Earnings Cap for
        each year of Pensionable Employment. This is referred to below as "your
        main Lucas pension".

   (c)  Your benefit from the Executive Scheme. This will form the top layer of
        your total retirement benefits.

5. THE COMPANY'S CONTRIBUTIONS


   Lucas will pay contributions to the Executive Scheme calculated annually by
   the Actuary as follows:

   (a)  As at 31st July in each year and as at the Termination Date the Actuary
        will work out your target total Lucas pension (see 3 above). The
        calculation will be made on the assumption that you left employment or,
        if over 50, retired immediately voluntarily. The calculated pension will
        be reduced for early payment by the same factor as then applies to your
        main Lucas pension, and your main Lucas pension will then be deducted
        from the resulting amount.

   (b)  The amount of pension calculated under (a) will be netted down to take
        account of the income tax which would be assumed to have been payable if
        the pension had actually been paid from the Main Scheme (assuming the
        rate of tax will be the same as at the effective date of the
        calculation).

   (c)  The Actuary will calculate the capital value of this netted down
        pension, making an assumption as to the rate of investment return.

   (d)  The difference between the capital value of this netted down pension and
        the amount of the Fund at the calculation date will be paid to the
        Executive Scheme on or as soon as possible following 31st July or the
        Termination Date.


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   (e)  The Actuary will also calculate the contribution expected to be paid at
        the following 31st July or Normal Pension Age if earlier. This amount
        will be paid in quarterly installments in arrears during the year.


   The detailed method currently used for calculating the contributions is set
   out in the Actuary's Letter (appended).


   Lucas will also pay additional amounts to the trustees until the Termination
   Date to enable them to bear the costs of the Executive Scheme's
   establishment, administration and management, unless Lucas agrees with the
   trustees to pay these on their behalf.



6. BENEFIT PAYABLE ON LEAVING LUCAS EMPLOYMENT OVER AGE 50
   (OTHER THAN DEATH)


   If you leave Lucas' employment after your 50th birthday, the company's
   contributions will stop and the trustees will use the Fund to provide a
   pension for you (or any one or more of your spouse or dependants). You may
   instead elect to receive a lump sum rather than a pension (for tax reasons
   this election is advisable - see 14 below).

   The benefit will be paid at Normal Pension Age unless you decide to receive
   it earlier. If you defer receipt of your benefit for any period after you
   leave Lucas' employment, you should note that no further contribution would
   be paid by Lucas in any circumstances and the investment risk would be with
   you (see 12 below).

7. BENEFIT PAYABLE ON LEAVING LUCAS EMPLOYMENT BEFORE AGE 50 (OTHER THAN DEATH)

   In the above circumstances the company's contributions will stop and the
   trustees will use the Fund if and when you reach your Normal Pension Age to
   provide a pension for you (or any one or more of your spouse or dependants).
   You may instead elect to receive a lump sum rather than a pension (for tax
   reasons this election is advisable - see 14 below).


   The benefit can be paid before Nomal Pension Age either if you have reached
   age 50 or earlier if you receive an immediate pension from the Main Scheme on
   account on Incapacity. As mentioned above, the investment risk would pass to
   you as soon as you leave Lucas' employment.

8. ENDING YOUR SCHEME MEMBERSHIP BUT REMAINING IN LUCAS EMPLOYMENT AT ANY AGE

   In these circumstances, the company's contributions would stop and the same
   applies as in 7 above but no benefit can be paid until you leave Lucas'
   employment.



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 9.     TRANSFER OPTION

        As an alternative to the benefits described above, you can request a
        transfer of the Fund from the Executive Scheme to another pension
        arrangement. Any transfer will be subject to the rules of the receiving
        arrangement and the relevant legislation. The possible tax implications
        of the transfer and its effect on any payment from the receiving
        arrangement would need to be considered by you at that time.

10.     DEATH BENEFITS

        If you die in Lucas' employment while an active member of the Executive
        Scheme and the Main Scheme, the amount of the Fund will be increased by
        an additional contribution by Lucas where necessary, so that the Fund
        equals:

        A + B

        where

        A         is three times Pensionable Pay at the date of death less any
                  capital sums payable or contingently payable from the Main
                  Scheme.

        X         is a widow's pension of one per cent of your Pensionable Pay
                  at the date of death multiplied by the years and months of
                  your Pensionable Employment up to Normal Pension Age less any
                  widow's pension payable or contingently payable from the Main
                  Scheme and subject, in aggregate with benefits from your
                  previous arrangements, to a maximum of two-thirds of your own
                  maximum Lucas pension (as indicated above, your maximum Lucas
                  pension is two-thirds of your Final Pensionable Pay).

        Y         is a child's allowance, payable until age 22 for each of the
                  youngest two children, of 0.5 per cent of your Pensionable Pay
                  at the date of death multiplied by the years and months of
                  your Pensionable Employment up to Normal Pension Age less any
                  children's allowances payable or contingently payable from the
                  Main Scheme and subject, in aggregate with benefits from your
                  previous arrangements, to a maximum (aggregating all
                  children's allowances) of one-third of your own maximum Lucas
                  pension.

        B         is the capital value of the net pensions and allowances in X
                  and Y, calculated by the Actuary using the interest, mortality
                  and other assumptions set out in paragraphs 4 and 5 of the
                  Actuary's Letter except that t in that letter if you die
                  leaving a widow is her rate of tax rather than yours.

        If you die without leaving a widow the amount in A above will be four
        (instead of three) times Pensionable Pay at the date of death and X will
        be inapplicable.

        If you die after the Termination Date, but before you have received the
        Fund, the Fund will be paid from the Executive Scheme.


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        For tax reasons, the trustees decide who receives any lump sum benefit
        (including the Fund) on death under the discretionary trusts contained
        in the trust deed which governs the Executive Scheme. They can divide
        the benefit between different people, but it will normally go to your
        wife or other dependants. You will be invited to complete a nomination
        form indicating to whom you would like the benefit to be paid. You can
        change your nomination at any time. If you would like someone who is not
        your wife, children, dependants or legal personal representative to
        benefit, you must designate that person in a nomination form; otherwise
        the benefit will be taxed. Payments to beneficiaries who are not
        individuals will be taxed.

        The trustees will take account of your wishes, but are not legally bound
        by them.

11.     TEMPORARY ABSENCE

        If you are temporarily absent from work your membership of the Executive
        Scheme may be continued at Lucas' discretion. Your period of absence
        will normally count towards benefits under the Executive Scheme as long
        as you are still being paid by Lucas and it also counts towards
        retirement benefits under the Main Scheme.

12.     INVESTMENTS

        In the period during which Lucas contributes to the Executive Scheme,
        the selection and management of investments will be under the control of
        the trustees. The trustees will appoint one or more investment managers
        who will advise them on this and to whom the day to day investment
        function will be delegated. In this period Lucas itself has an interest
        in the investment policy. However, after your active membership of the
        Executive Scheme has ended and Lucas' contributions have stopped, the
        investment risk will pass to you. You will then be required to direct
        the trustees in the selection and management of investments after taking
        appropriate advice. Neither Lucas nor the trustees will then have any
        responsibility for this.

13.     TERMINATION, AMENDMENT OR MERGER

        Lucas reserves the right to terminate or, with the agreement of the
        trustees, to amend the Executive Scheme at any time. However, any
        amendment to the method used for calculating the company's contributions
        to the Executive Scheme requires the prior agreement of the Independent
        Actuary that the amendment is reasonable having regard to any change in
        legislation, taxation or financial conditions (including changes in the
        basis on which the Main Scheme is valued by its actuary). In the event
        of termination, benefits will be provided for beneficiaries under the
        Executive Scheme in accordance with the termination provisions of its
        governing trust deed. Except to the extent required by legislation,
        Lucas has no obligation to pay the benefits if the resources of the
        Executive Scheme are insufficient.

        Lucas also has the right to merge the Executive Scheme with any other
        similar arrangement applicable to Lucas executives. This would occur
        only if tax or legal advice made it expedient. The value of your rights
        would be unaffected and Lucas would consult with you before any such
        merger took place.


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14.     INCOME TAX

        The Executive Scheme will not be approved for tax purposes. One
        consequence of this is that you will be taxed on Lucas' contributions.
        However, benefits will be tax-free if they are paid in lump sum form
        (and under discretionary trusts as above on death). It will therefore be
        advantageous to choose a lump sum on retirement rather than a pension.
        If you fail to make this choice and the trustees are accordingly forced
        to provide a pension, Lucas will not compensate you for the tax on the
        pension. The above assumes that tax legislation will not be changed in
        the future. Lucas does not undertake to compensate you for the
        consequences of any such future change in tax legislation.

15.     INDEPENDENT ACTUARY

        Lucas will appoint a Fellow of the Institute or Faculty of Actuaries to
        act from time to time as the Independent Actuary to the Executive
        Scheme. The Independent Actuary will be chosen by agreement between you
        and Lucas. If there is a failure to reach agreement, the Independent
        Actuary will be chosen by the President of the Institute of Actuaries.
        The Independent Actuary will verify annually, in a report addressed to
        you and Lucas, that the contributions paid to the Executive Scheme are
        as described above.

        The Independent Actuary is currently KPMG Peat Marwick.

16.    DEFINITIONS


        Expressions used in this statement have the meanings set out opposite
        them.

        "active member"         a full member earning retirement benefits under
                                the Lucas Pension Scheme.

        the Actuary:            the actuary or firm of actuaries appointed by
                                Lucas to advise in connection with the Executive
                                Scheme. Currently the Actuary is R. Watson &
                                Sons.

        Actuary's Letter:       letter from the Actuary to Lucas dated 18th
                                March 1996, a copy of which is appended to this
                                statement.

        Basic Pay:              your basic salary. This excludes directors'
                                fees, commission and, unless Lucas decides to
                                include them and so notifies you in writing,
                                bonus and any fluctuating emoluments. It
                                includes London weighting allowance.

        Earnings Cap:           the legal limit on the earnings that can count
                                towards benefits from tax-approved pension
                                schemes for certain categories of members
                                (including you). (Pound)82,200 is the earnings
                                cap for the tax year 1996/97.

        Final Pensionable Pay:  has the same meaning as in the Main Scheme.


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        Fund:                   the assets of the Scheme or, on the distribution
                                of the Fund, the realisation value of the assets
                                (after deducting expenses).

        Incapacity:             has the same meaning as in the Main Scheme.

        Lucas:                  Lucas Industries plc.

        Normal Pension Age:     the date on which you reach age 62 years and six
                                months.

        Pensionable Bonus:      any bonus awarded to you in any year which Lucas
                                has declared to be pensionable and also which
                                you have elected to be pensionable at the
                                time the first such bonus is awarded to you. The
                                Pensionable Bonus cannot exceed in any one year
                                10 per cent. of the average of your Basic Pay
                                for Lucas' financial year ending immediately
                                before the Pensionable Bonus is awarded.

        Pensionable Employment: the period from the date your employment with
                                Lucas started (or such other date as may be
                                notified to you in writing) until the
                                Termination Date.

        Pensionable Pay:        the annual rate of your Basic Pay at any time
                                plus 20 per cent. of the total of your
                                Pensionable Bonuses in the last five years of
                                your Pensionable Employment or, if higher but
                                subject to the Inland Revenue limits applicable
                                to the Main Scheme (except the Earnings Cap), in
                                any five years ending in the last ten years of
                                your Pensionable Employment.

                                If the Pensionable Bonus is consolidated into
                                your Basic Pay in any year, the 20 per cent.
                                addition above does not apply. However,
                                Pensionable Pay must not be less than it was
                                before the consolidation took place.

        Termination Date:       the date you cease to be an active member of the
                                Executive Scheme, which is the earliest of:

                           -    the date you reach Normal Pension Age;

                           -    the date on which you retire and draw your
                                benefits from the Main Scheme;

                           -    the date your employment with Lucas ends;

                           -    the date you otherwise cease to be in
                                contributory membership of the Main Scheme (e.g.
                                because you opt out or the Main Scheme
                                terminates);

                           -    the date you opt out of the Executive Scheme;

                           -    the date on which the Executive Scheme
                                terminates;

                           -    the date of your death.