Exhibit 10.14







                         SHIRE PHARMACEUTICALS GROUP PLC



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                                    THE SHIRE
                              PHARMACEUTICALS 2003
                              DEFERRED BONUS PLAN

                              Rules adopted by the
                            Company on 12 June 2003

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                                    CONTENTS

1.       DEFINITIONS..........................................................2

2.       COMMENCEMENT AND TITLE...............................................5

3.       LIMITS UPON THE PLAN.................................................5

4.       INVITATION TO PARTICIPATE IN PLAN....................................6

5.       ACCEPTING THE INVITATION.............................................7

6.       LODGED SHARES........................................................8

7.       POSTPONED SHARES.....................................................9

8.       AWARD OF MATCHING SHARES............................................10

9.       NON-ASSIGNABILITY OF AWARDS.........................................11

10.      WHEN AWARDS VEST....................................................11

11.      EARLY VESTING AND LAPSE OF AWARDS...................................12

12.      TAKEOVERS AND LIQUIDATIONS..........................................14

13.      TRANSFER OF SHARES TO PARTICIPANT...................................15

14.      ALTERATIONS OF SHARE CAPITAL........................................15

15.      TAXATION............................................................15

16.      EMPLOYMENT RIGHTS...................................................16

17.      PENSIONABLE EARNINGS................................................17

18.      ADMINISTRATION AND AMENDMENT........................................17

19.      EXCLUSION OF THIRD PARTY RIGHTS.....................................19

20.      TERMINATION.........................................................19



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                     RULES OF THE SHIRE PHARMACEUTICALS 2003
                               DEFERRED BONUS PLAN

1.       DEFINITIONS

         1.1      In these Rules the following words and phrases have the
                  following meanings:

                  "ACT" means the Income and Corporation Taxes Act 1988;

                  "AUDITORS" means the auditors for the time being of the
                  Company;

                  "AWARD" means a right to acquire Matching Shares in accordance
                  with the Plan and "AWARDED" shall be construed accordingly;

                  "AWARD CERTIFICATE" means the certificate issued to a
                  Participant confirming his Award and the terms and conditions
                  attached to it;

                  "BOARD" means the board of directors for the time being of the
                  Company (or the directors present at a duly convened meeting
                  of such board) or a duly authorised committee of the board;

                  "BONUS PAYMENT" means a sum paid or proposed to be paid by way
                  of bonus to an Eligible Participant by his Employer Company or
                  any other Member of the Group;

                  "COMMENCEMENT DATE" means the date on which the Plan is
                  adopted by the Company by resolution of the Board;

                  "COMMITTEE" means the Remuneration Committee of the Company;

                  "COMPANY" means Shire Pharmaceuticals Group plc (registered
                  company number 2883758);

                  "CONDITIONS" as defined at Rule 8.3

                  "CONTROL" has the meaning given to it by section 840 of the
                  Act;

                  "DATE OF GRANT" means, subject to Rule 3.2, the date on which
                  the Board grants an Award to a Participant pursuant to the
                  Rules;

                  "DEALING DAY" means any day on which the London Stock Exchange
                  is open for the transaction of business;



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                  "EBT" means the Shire Pharmaceuticals Group plc Employee
                  Benefit Trust;

                  "ELIGIBLE PARTICIPANT" means any employee or executive
                  director of the Company or any Member of the Group who is not
                  within two years of his contractual retirement age and is not
                  under notice of termination (whether given or received);

                  "EMPLOYER COMPANY" means the Group Company by whom an Eligible
                  Participant is employed;

                  "EMPLOYER'S NICs" means secondary Class 1 national insurance
                  contributions;

                  "FORMULA" means the formula set out in Rule 11.1;

                  "GROUP" means the Company and its Subsidiaries from time to
                  time;

                  "INVITATION" means an invitation to participate in the Plan
                  given in accordance with Rule 4 by the Committee to an
                  Eligible Participant;

                  "LODGED SHARES" means Shares acquired (or where the context
                  admits, to be acquired) by a Participant using Lodged Share
                  Money in accordance with Rule 6;

                  "LODGED SHARE MONEY" means that part of an Eligible
                  Participant's Bonus Payment that the Eligible Participant
                  applies to purchase Lodged Shares;

                  "LONDON STOCK EXCHANGE" means London Stock Exchange plc or any
                  successor company or body carrying on the business of London
                  Stock Exchange plc;

                  "MATCHING SHARES" means Shares over which rights are granted
                  to a Participant in accordance with Rule 8;

                  "MEMBER OF THE GROUP" means the Company or any one of its
                  Subsidiaries from time to time and "GROUP COMPANY" shall be
                  construed accordingly;

                  "MODEL CODE" means the Model Code for transactions in
                  securities by directors and certain employees of listed
                  companies issued by the UK Listing Authority as amended from
                  time to time;

                  "PARTICIPANT" means any individual who has been granted, and
                  remains entitled to exercise, an Award pursuant to the Plan or
                  (where the context admits) the personal representatives of any
                  such individual;



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                  "PLAN" means the Shire Pharmaceuticals 2003 Deferred Bonus
                  Plan as governed by the Rules;

                  "POSTPONED SHARES" means Shares acquired (or where the context
                  admits, to be acquired) by a Participant in accordance with
                  Rule 7;

                  "POSTPONED SHARE MONEY" means that part of an Eligible
                  Participant's Bonus Payment that the Eligible Participant
                  elects to forego in consideration of the Company making a
                  payment of the same amount to the Trustee for the purchase of
                  Postponed Shares;

                  "RULES" means the rules of the Plan as from time to time
                  amended in accordance with their provisions by the Board or by
                  the Company in general meeting and "RULE" shall be construed
                  accordingly;

                  "SHARE" means a fully paid ordinary share in the capital of
                  the Company;

                  "SUBSIDIARY" means a company which is both under the Control
                  of the Company and is a subsidiary of the Company (within the
                  meaning of section 736 of the Companies Act 1985);

                  "TAXES" means all forms of taxation whether of the United
                  Kingdom or elsewhere, wheresoever and whensoever imposed
                  (including, without limitation, income tax, capital gains tax,
                  inheritance tax, national insurance contributions (including
                  Employer's NICs) and other social security contributions) and
                  all other statutory, governmental, state, provincial, local
                  governmental or municipal impositions, duties, rates and
                  levies and all penalties, charges, costs and interest relating
                  to any such matters;

                  "TRUSTEE" means the trustee from time to time, of the EBT;

                  "UK LISTING AUTHORITY" means the Financial Services Authority
                  acting in its capacity as the competent authority for the
                  purposes of Part VI of the Financial Services and Markets Act
                  2000;

                  "VEST" means the Participant becoming absolutely entitled to
                  receive Matching Shares in accordance with Rule 13 and
                  "VESTING" shall be construed accordingly;



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                  "VESTING DATE" means, subject to Rule 3.2, the third
                  anniversary of the Date of Grant of an Award (or such other
                  date as the Committee may, prior to the grant of an Award,
                  determine).

         1.2      Where the context so admits the singular shall include the
                  plural and vice versa and the masculine gender shall include
                  the feminine.

         1.3      Any reference to a statutory provision is to be construed as a
                  reference to that provision as for the time being amended,
                  replaced, consolidated or re-enacted and shall include any
                  regulations, statutory instrument or other subordinate
                  legislation made under it.

         1.4      Headings to these Rules are for the sale of convenience only
                  and do not form part of the Rules.

2.       COMMENCEMENT AND TITLE

         The Plan shall commence on the Commencement Date and shall be known as
         The Shire Pharmaceuticals 2003 Deferred Bonus Plan.

3.       LIMITS UPON THE PLAN

         3.1      LIMIT UPON NUMBER OF SHARES TO BE ALLOCATED UNDER THE PLAN

                  On any date, no Share may be issued under the Plan (whether to
                  the Trustee or to a Participant) on any date if, as a result,
                  the aggregate of:

                  3.1.1    the total number of Shares issued in the previous ten
                           years (whether to the Trustee or to employees)
                           pursuant to Awards or other rights granted under the
                           Plan and under any other employees' share scheme
                           (other than a share option scheme) adopted by any
                           Group Company; and

                  3.1.2    the total number of Shares issued or remaining
                           issuable pursuant to options granted in the previous
                           ten years under any other employees' share option
                           scheme adopted by any Group Company,

                  would exceed ten percent of the ordinary share capital of the
                  Company in issue immediately prior to that day.



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         3.2      NO INVITATION, GRANT OR EXERCISE WHEN PROHIBITED BY MODEL CODE

                  The making or acceptance of an Invitation and the grant of an
                  Award made in accordance with the Plan shall be deemed to be a
                  dealing for the purposes of the Model Code so that:

                  3.2.1    no Award may be granted at a time at which no dealing
                           would be permitted; and

                  3.2.2    no Invitation may be made or accepted within a time
                           when no dealing is permitted

                  and if, after an Invitation has been accepted but before
                  Awards have been granted, the Company enters a close period,
                  the grant of the Award shall be postponed until such time as
                  dealings are permitted, but the Committee may specify that the
                  Vesting Date shall remain the third anniversary of the
                  intended Date of Grant.

4.       INVITATION TO PARTICIPATE IN PLAN

         4.1      INVITATION AT THE DISCRETION OF THE COMMITTEE

                  Subject to Rule 3, the Committee may from time to time in its
                  absolute discretion invite any Eligible Participant to
                  participate in the Plan by inviting the Eligible Participant
                  to elect:

                  4.1.1    to apply any or all of his net Bonus Payment in the
                           purchase of Lodged Shares, to be held by the Trustee
                           as nominee; or

                  4.1.2    to waive all or part of his Bonus Payment, following
                           which an amount equal to the amount of the Bonus
                           Payment foregone shall be paid to the Trustee and
                           applied in the acquisition of Postponed Shares to be
                           held in the EBT

                  and in either case, for the Eligible Participant to become
                  eligible for an Award of Matching Shares.

         4.2      FORM OF THE INVITATION

                  The Invitation shall be in writing in such form as the
                  Committee may from time to time specify, and shall include the
                  following: -


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                  4.2.1    whether the Eligible Participant shall be entitled to
                           participate by way of purchase of Lodged Shares or
                           the allocating to him of Postponed Shares;

                  4.2.2    the maximum amount of his Bonus Payment that the
                           Eligible Participant may elect to allocate as Lodged
                           Share Money and/or Postponed Share Money;

                  4.2.3    a specimen form of notice of acceptance of the
                           Invitation in such form as the Committee may from
                           time to time specify;

                  4.2.4    the date by which the Committee must have received
                           the Eligible Participant's completed notice of
                           acceptance, being not less than ten days from the
                           date of the Invitation.

5.       ACCEPTING THE INVITATION

         5.1      PROCEDURE FOR ACCEPTANCE OF INVITATION

                  An Eligible Participant may, subject to Rule 3.2, accept an
                  Invitation by completing the relevant notice of acceptance
                  provided with the Invitation and indicating:

                  5.1.1    how much of his Bonus Payment shall be applied as
                           Lodged Share Money, and/or

                  5.1.2    how much of his Bonus Payment shall be applied as
                           Postponed Share Money

                  and returning the completed notice of acceptance to the
                  Committee by the date specified and the question of whether a
                  valid acceptance has taken place shall be at the absolute
                  discretion of the Committee.

         5.2      LAPSE OF INVITATION

                  If no acceptance has been received an Invitation shall lapse
                  at 6pm on the date specified therein.







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         5.3      COMMITTEE TO NOTIFY COMPANY OF ACCEPTANCE

                  The Committee shall, no later than seven days following the
                  last date specified for acceptance of the Invitation, notify
                  the Company of the amount of the Eligible Participant's Bonus
                  Payment that he has requested be applied as Lodged Share Money
                  and/or Postponed Share Money.

         5.4      PAYMENT BY COMPANY TO TRUSTEE

                  The Company shall, following notification from the Committee
                  pursuant to Rule 5.3, make such payments to the Trustee as are
                  required in accordance with Rules 6 and/or 7.

6.       LODGED SHARES

         6.1      PAYMENT OF LODGED SHARE MONEY TO TRUSTEE

                  Subject to Rule 6.2, where an Eligible Participant has elected
                  to apply any or all of his Bonus Payment to purchase Lodged
                  Shares the Company shall, on behalf of the Participant, pay
                  the Lodged Share Money to the Trustee within seven days of
                  receiving notification in accordance with Rule 5.3

         6.2      DEDUCTION OF APPLICABLE TAXES

                  The Lodged Share Money shall be paid to the Trustee net of any
                  Taxes (other than Employer's NICs) for which any Member of the
                  Group is liable to account in respect thereof.

         6.3      PURCHASE OF LODGED SHARES BY TRUSTEE

                  Subject always to Rule 3 the Trustee shall, as soon as is
                  reasonably practicable following the receipt of the Lodged
                  Share Money, apply such money to acquire Lodged Shares, which
                  shall be held by the Trustee as nominee on the Participant's
                  behalf.

         6.4      NOTIFICATION TO PARTICIPANT

                  Where Lodged Shares have been acquired by the Trustee on
                  behalf of a Participant, the Trustee shall provide the
                  Participant with written confirmation of the number of Lodged
                  Shares it holds on the Participant's behalf.



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         6.5      VOTING AND DIVIDEND RIGHTS ATTACHING TO LODGED SHARES

                  The Trustee shall not be entitled to vote in respect of the
                  Lodged Shares other than in accordance with the direction of
                  the relevant Participant. The Trustee shall account to the
                  relevant Participant for any dividend or other sum(s) received
                  in respect of the Lodged Shares within seven days of such
                  receipt.

         6.6      TRANSFER OF LODGED SHARES

                  The Trustee shall transfer to the Participant any Lodged
                  Shares held on behalf of that Participant on the earlier of:

                  6.6.1    the date upon which the Trustee transfers Matching
                           Shares to that Participant pursuant to Rule 13; or

                  6.6.2    the date the Participant's Award lapses.

7.       POSTPONED SHARES

         7.1      PAYMENT OF POSTPONED SHARE MONEY TO TRUSTEE

                  Where an Eligible Participant has elected to forego any part
                  of his Bonus Payment in accordance with the Invitation the
                  Company shall pay the Postponed Share Money to the Trustee
                  within seven days of receiving notification in accordance with
                  Rule 5.3

         7.2      PURCHASE OF POSTPONED SHARES BY TRUSTEE

                  Subject always to Rule 3 the Trustee shall, as soon as is
                  reasonably practicable following the receipt of the Postponed
                  Share Money, apply such money to acquire Postponed Shares in
                  respect of the Participant.

         7.3      VOTING AND DIVIDEND RIGHTS ATTACHING TO POSTPONED SHARES

                  The Trustee shall not be under any obligation to request
                  directions from Participants in respect of the voting rights
                  attaching to Postponed Shares. At it's discretion, the Trustee
                  may, following the Vesting of a Participant's Award, pay an
                  additional sum to the Participant not exceeding the sum of any
                  dividends declared on the Shares whilst such shares
                  constituted Postponed Shares.



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         7.4      TRANSFER OF POSTPONED SHARES

                  The Trustee shall transfer to the Participant any Postponed
                  Shares acquired in respect of the Participant on the earlier
                  of:

                  7.4.1    the date upon which the Trustee transfers Matching
                           Shares to that Participant pursuant to Rule 13; or

                  7.4.2    the date the Participant's Award lapses.

8.       AWARD OF MATCHING SHARES

         8.1      GENERAL

                  Where Lodged Share Money or Postponed Share Money has been
                  paid to the Trustee in respect of a Participant, the Committee
                  shall grant that Participant an Award over a number of
                  Matching Shares to be calculated, as the case may be, as:

                  8.1.1    the number of Shares that could be purchased with the
                           gross amount of the Lodged Share Money; or

                  8.1.2    a number of Shares equal to the number of Postponed
                           Shares held by the EBT in respect of that Participant

                  and for the purposes of Rule 8.1.1 the Committee may, at its
                  discretion, apply a share value or average of share values
                  over a period comprising no more than ten Dealing Days
                  following the Date of Grant.

         8.2      EMPLOYER'S NICS

                  The Committee may require that, as a condition of being
                  granted an Award, a Participant shall enter into an agreement
                  with his Employer Company (or such other relevant Member of
                  the Group) the effect of which is either:

                  8.2.1    to transfer to the Participant, the liability of the
                           relevant Member of the Group to account for
                           Employers' NICs, in respect of the Participant's
                           Award; or



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                  8.2.2    to indemnify the relevant Member of the Group in
                           respect of any Employers' NICs for which that Member
                           of the Group is liable to account, in respect of the
                           Participant's Award.

         8.3      PERFORMANCE CONDITIONS

                  8.3.1    The Committee may specify, on or before the Date of
                           Grant, objective performance conditions
                           ("CONDITIONS") that must be fulfilled in order for an
                           Award to Vest.

                  8.3.2    The question of whether the Conditions imposed upon a
                           Participant pursuant to Rule 8.3.1 have been
                           satisfied shall be at the absolute discretion of the
                           Committee.

         8.4      GRANT OF AWARD AND AWARD CERTIFICATE

                  Each Award shall be granted by deed in such form as the
                  Committee may from time to time determine. On, or as soon as
                  possible after the Date of Grant, each Participant shall be
                  issued with an Award Certificate in such form as the Committee
                  may from time to time specify.

         8.5      NO CONSIDERATION FOR GRANT OF AWARD

                  No payment will be required as consideration for or on the
                  grant of an Award.

9.       NON-ASSIGNABILITY OF AWARDS

         No Award granted under the Plan shall be capable of being transferred
         by a Participant or his personal representatives or of being mortgaged,
         pledged or encumbered in any way whatsoever. In the event of any breach
         or purported breach of this provision, the Award shall lapse forthwith.
         This Rule 9 shall not prevent the personal representatives of a
         deceased Participant from exercising an Award in accordance with the
         Rules.

10.      WHEN AWARDS VEST

         Subject to Rules 3.2, 11 and 12 and save as otherwise provided in the
         Rules, an Award shall Vest on the Vesting Date, provided that the
         Participant remains an Eligible Participant (and not under notice,
         given or received) and any Conditions set under Rule 8.3 have been
         satisfied at that date.



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11.      EARLY VESTING AND LAPSE OF AWARDS

         11.1     Notwithstanding Rule 10, an Award shall Vest earlier than the
                  Vesting Date if:

                  11.1.1   a Participant dies, in which case the Award will Vest
                           on the date of the Participant's death but only in
                           accordance with the Formula set out at 11.1; or

                  11.1.2   a Participant ceases to be an Eligible Participant by
                           reason of:

                           11.1.2.1 injury;

                           11.1.2.2 illness or disability;

                           11.1.2.3 retirement of the Participant at contractual
                                    retirement age or (with the consent of the
                                    Board) at an earlier age but so that Vesting
                                    shall take place only if the Committee is
                                    satisfied that the Conditions attaching to
                                    the Award (if necessary, as modified by the
                                    Committee to take account of the shortened
                                    period) were satisfied in respect of the
                                    period between the Date of Grant and the
                                    date of cessation;

                           11.1.2.4 the company employing the Participant
                                    ceasing to be a Member of the Group;

                           11.1.2.5 the business or part of the business to
                                    which the Participant's office or employment
                                    relates being transferred to a person who is
                                    not a Member of the Group;

                           11.1.2.6 any other reason that the Committee in its
                                    discretion so permits but so that Vesting
                                    shall take place only if the Committee is
                                    satisfied that the Conditions attaching to
                                    the Award (if necessary, as modified by the
                                    Committee to take account of the shortened
                                    period) were satisfied over the period
                                    between the Date of Grant and the date of
                                    cessation;

                           in which case Awards shall Vest on the date of the
                           Participant so ceasing but the number of Shares in
                           respect of which the Award shall Vest shall not
                           exceed "V" in the following Formula (the "FORMULA"):



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                                m
                           V = ---- x N
                                36

                           Where:   m (which shall not exceed 36) is the number
                                    of complete months that have expired between
                                    the Date of Grant and the date on which
                                    notice of termination of the Participant's
                                    employment with a Member of the Group is
                                    given or received ("NOTICE DATE"); and

                           N:       is the total number of Shares subject to the
                                    Award

         11.2     An Award shall lapse and cease to exist upon the earliest to
                  happen of the following:

                  11.2.1   the date on which the Participant (without the
                           written permission of the Committee) transfers or
                           purports to deal in any Lodged Shares prior to the
                           Vesting of his Award;

                  11.2.2   the expiry of four years following the Date of Grant;

                  11.2.3   6 months following the date of death of the
                           Participant;

                  11.2.4   the date upon which the Participant is adjudicated
                           bankrupt;

                  11.2.5   any breach or purported breach of Rule 9 by the
                           Participant;

                  11.2.6   the date on which the Participant ceases to be an
                           Eligible Participant with any Member of the Group for
                           any reason other than any of the matters referred to
                           in Rules 11.1.2.1 - 11.1.2.5 and where the Committee
                           does not exercise its discretion in his favour under
                           Rule 11.1.2.6;

                  11.2.7   where the number of Matching Shares that Vest is
                           determined by the Formula, the Award shall lapse in
                           respect of any excess Shares comprised in the Award
                           exceeding the number given by the Formula; and

                  11.2.8   the Vesting Date, if the Conditions relating to the
                           Award have not been satisfied.




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12.      TAKEOVERS AND LIQUIDATIONS

         12.1     If any person obtains Control of the Company by any means
                  including the making of:

                  12.1.1   a general offer to acquire the whole of the issued
                           share capital of the Company which is made on a
                           condition such that if it is satisfied the person
                           making the offer will have Control of the Company; or

                  12.1.2   a general offer to acquire all the shares in the
                           Company which are of the same class as the Shares,

                  then (unless the change of Control is for the purposes of a
                  reorganisation or reconstruction which makes such provision as
                  the Auditors have reported to the Board to be fair and
                  reasonable for the adjustment of Awards or the compensation of
                  Participants or the grant of new Awards) any Award shall Vest
                  notwithstanding that any Conditions set under Rule 8.3 have
                  not been satisfied, when the person making the offer has
                  obtained Control of the Company and any condition subject to
                  which the offer is made has been satisfied, but the number of
                  Shares in respect of which the Award shall Vest shall be
                  calculated in accordance with the Formula.

                  12.2     If the Court sanctions a compromise or arrangement
                           under section 425 of the Companies Act 1985 in
                           respect of the Company, then, unless the compromise
                           or arrangement makes such provision as the Auditors
                           shall have reported to the Board to be fair and
                           reasonable for the adjustment of Awards, the
                           compensation of Participants or the grant of new
                           Awards to Participants, any Award shall Vest
                           notwithstanding that any Conditions set under Rule
                           8.3 have not been satisfied, on the date that the
                           Court order sanctioning the compromise or arrangement
                           is delivered to the registrar of companies and has
                           taken effect in accordance with section 425(3) of the
                           Companies Act 1985, but the number of Shares in
                           respect of which the Award shall Vest shall be
                           calculated in accordance with the Formula.

                  12.3     If the Company passes a resolution for voluntary
                           winding-up, then, unless the winding-up is for the
                           purposes of a reorganisation or reconstruction which
                           makes provision which the Auditors shall have
                           reported to the Board to be in their opinion fair and
                           reasonable for the compensation of Participants or
                           the grant of new Awards to Participants, any Award
                           shall Vest notwithstanding that any Conditions set
                           under Rule 8.3 have not been satisfied, on the
                           passing of the resolution, but the number of




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                           Shares in respect of which the Award shall Vest shall
                           be calculated in accordance with the Formula.

                  12.4     For the purposes of this Rule 12, a person shall be
                           deemed to have obtained Control of the Company if he
                           and others acting in concert with him have together
                           obtained Control of it.

13.      TRANSFER OF SHARES TO PARTICIPANT

         13.1     When an Award has Vested, the Committee shall within two
                  Dealing Days notify the Trustee in writing and the Trustee
                  shall, within 30 days of receiving such notice transfer to the
                  Participant (following the deduction of any relevant Taxes):

                  13.1.1   any Lodged Shares held as nominee for him;

                  13.1.2   any Postponed Shares acquired in respect of that part
                           of the Participant's Bonus Payment that was foregone;

                  13.1.3   any Matching Shares in respect of which an Award has
                           Vested.

14.      ALTERATIONS OF SHARE CAPITAL

         14.1     In the event of any variation in the ordinary share capital of
                  the Company by way of capitalisation of profits or reserves or
                  by way of rights or any consolidation or sub-division or
                  reduction of capital or otherwise, then the number and nominal
                  value of Shares subject to any Awards may be adjusted by the
                  Committee in such manner as is certified by the Auditors to be
                  fair and reasonable in their opinion and with effect from such
                  date as the Committee may determine to be appropriate.

         14.2     The Committee shall notify Participants in such manner as it
                  thinks fit of any adjustment made under Rule 14.1 and may call
                  in, cancel, endorse, issue or re-issue any Award Certificate
                  as a result of any such adjustment.

15.      TAXATION

         The Company or any other Member of the Group may make such provision
         for and take such action as may be considered by it to be necessary or
         expedient for the withholding or payment of any Taxes for which it is
         properly accountable, whenever and wherever those Taxes are imposed
         (provided those Taxes arise in respect of any payment made or Shares



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         awarded to, Shares Purchased by or other benefit accruing or deemed to
         accrue to any Participant pursuant to the Plan) including but not
         limited to:

         15.1     the withholding of funds or property (or any portion thereof)
                  from any payment due to be made to the Participant under the
                  Plan or from remuneration paid to the Participant and, where
                  appropriate, the disposal of the same; and

         15.2     the cancellation of any such payment to the extent necessary
                  to secure funds to discharge such Taxes for which it is
                  properly accountable.

16.      EMPLOYMENT RIGHTS

         16.1     This Plan shall not form part of any contract of employment
                  between any Member of the Group and any employee or executive
                  director of any such company and the rights and obligations of
                  any individual under the terms of his office or employment
                  with any Member of the Group shall not be affected by his
                  participation in the Plan or any right which he may have to
                  participate therein.

         16.2     Participation in the Plan shall be on the express condition
                  that:

                  16.2.1   neither it nor cessation of participation shall
                           afford any individual under the terms of his office
                           or employment with any Member of the Group any
                           additional or other rights to compensation or
                           damages; and

                  16.2.2   no damages or compensation shall be payable in
                           consequence of the termination of such office or
                           employment (whether or not in circumstances giving
                           rise to a claim for wrongful or unfair dismissal) or
                           for any other reason whatsoever to compensate him for
                           the loss of any rights the Participant would
                           otherwise have had (actual or prospective) under the
                           Plan howsoever arising but for such termination; and

                  16.2.3   the Participant shall be deemed irrevocably to have
                           waived any such rights to which he may otherwise have
                           been entitled.

         16.3     No individual shall have any claim against a Member of the
                  Group arising out of his not being admitted to participation
                  in the Plan which (for the avoidance of all, if any, doubt) is
                  entirely within the discretion of the Board.



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<PAGE>

         16.4     No Participant shall be entitled to claim compensation from
                  any Member of the Group for any diminution or extinction of
                  his rights or benefits (actual or otherwise) under any
                  Award(s) held by him consequent upon the lapse for any reason
                  of any Award(s) held by him or otherwise in connection with
                  the Plan and each Member of the Group shall be entirely free
                  to conduct its affairs as it sees fit without regard to any
                  consequences under, upon or in relation to the Plan or any
                  Award or Participant.

17.      PENSIONABLE EARNINGS

         Any Award granted, or Postponed Shares acquired by a Participant
         pursuant to the Plan shall not constitute pensionable earnings for the
         purposes of any pension scheme in which the Company participates.

18.      ADMINISTRATION AND AMENDMENT

         18.1     The Plan shall be administered under the direction of the
                  Committee who may at any time and from time to time by
                  resolution and without other formality delete, amend or add to
                  the Rules in any respect provided that:

                  18.1.1   no deletion, amendment or addition shall operate to
                           affect adversely in any way any rights already
                           acquired by a Participant under the Plan without the
                           approval of the majority of the affected Participants
                           first having been obtained;

                  18.1.2   no deletion, amendment or addition may be made to the
                           material advantage of Participants except with the
                           prior approval of the Company in general meeting
                           unless the deletion, amendment or addition is:

                           18.1.2.1 minor and to benefit the administration of
                                    the Plan;

                           18.1.2.2 to take account of any changes in
                                    legislation; or

                           18.1.2.3 to obtain or maintain favourable taxation,
                                    exchange control or regulatory treatment for
                                    the Company or any other Member of the Group
                                    or any Participant.

         18.2     Notwithstanding anything to the contrary contained in these
                  Rules, the Committee may at any time by resolution and without
                  further formality establish further plans to apply in overseas
                  territories governed by rules similar to these Rules but
                  modified to




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                  take account of local tax, exchange control, securities laws
                  or labour law, regulation or practice provided that any Shares
                  made subject to Awards under any such plan shall be treated as
                  counting against any limits on overall or individual
                  participation in the Plan.

         18.3     In any matter in which they are required to act hereunder the
                  Auditors shall be deemed to be acting as experts and not as
                  arbitrators and their decision shall be final and binding.
                  Subject thereto, the Committee's decision on any matter
                  relating to the interpretation of the Rules and any other
                  matter concerning the Plan shall be final and binding.

         18.4     The provisions of the Company's Articles of Association for
                  the time being with regard to the service of notices shall
                  apply mutatis mutandis to any notices to be given by the
                  Company under the Rules.

         18.5     The Company shall bear the costs of setting up and
                  administering the Plan. However, the Company may require any
                  Member of the Group to reimburse the Company for any costs
                  borne by the Company directly or indirectly in respect of such
                  Member's officers or employees.

         18.6     The Company shall maintain all necessary books of account and
                  records relating to the Plan.

         18.7     The Committee shall be entitled to authorise any person to
                  execute on behalf of a Participant, at the request of the
                  Participant, any document relating to the Plan, in so far as
                  such document is required to be executed pursuant to the
                  Rules.

         18.8     If any Award Certificate shall be worn out, defaced or lost,
                  it may be replaced on such evidence being provided as the
                  Committee may require.

         18.9     In the case of the partial exercise of an Award, the Committee
                  may call in and endorse or cancel and re-issue, as it thinks
                  fit, any Award Certificate for the balance of the Matching
                  Shares over which the Award was granted.







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<PAGE>

19.      EXCLUSION OF THIRD PARTY RIGHTS

         The Contracts (Rights of Third Parties) Act 1999 shall not apply to the
         Plan nor to any Award granted, Postponed Shares acquired or Lodged
         Shares Purchased under it, and no person other than the parties to an
         Award shall have any rights under it nor shall it be enforceable under
         that Act by any person other than the parties to it.

20.      TERMINATION

         The Plan may be terminated at any time by a resolution of the Committee
         and shall, in any event, terminate on the tenth anniversary of the
         Commencement Date. On termination, no further Awards may be granted but
         such termination shall not affect the outstanding rights of
         Participants.


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