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                                                                     Exhibit 4.9

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                  THE ENODIS 2001 EXECUTIVE SHARE OPTION SCHEME


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                  (Incorporating amendments to 16 January 2002)



                    TO BE TABLED FOR APPROVAL BY SHAREHOLDERS

                AT THE ANNUAL GENERAL MEETING ON 16 JANUARY 2002.




                          New Bridge Street Consultants
                                20 Little Britain
                                 London EC1A 7DH

                          Ref: P:\N\2057\ESOS 2001 v2.1
                           Inland Revenue Ref: X 21622

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                                    CONTENTS

Rule                                                                                       Page


                        Part A - Inland Revenue Approved

        <S>                                                                               <C>
1.      Definitions And Interpretation....................................................  1
2.      Eligibility.......................................................................  2
3.      Grant Of Options..................................................................  2
4.      Limits............................................................................  4
5.      Exercise Of Options...............................................................  5
6.      Takeover, Reconstruction And Winding-Up...........................................  7
7.      Adjustment Of Options.............................................................  9
8.      Alterations....................................................................... 10
9.      Miscellaneous..................................................................... 10

Part B - Unapproved

1.      Interaction With Part A........................................................... 12
2.      Eligibility....................................................................... 12
3.      Limits ........................................................................... 12
4.      Exercise Of Options............................................................... 12
5.      Adjustment Of Options............................................................. 13
6.      Inland Revenue Approval........................................................... 14

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                        PART A - INLAND REVENUE APPROVED

1.       DEFINITIONS AND INTERPRETATION

1.1      In this Scheme, unless the context otherwise requires:-

         "the Board" means the board of directors of the Company or a committee
         appointed by them;

         "the Company" means Enodis plc (registered in England
         and Wales No. 109849);

         "Financial Year" means a financial year of the Company within the
         meaning of section 742 of the Companies Act 1985;

         "the Grant Date" in relation to an option means the date on which the
         option was granted;

         "Group Member" means:-

         1.1.1    a Participating Company or a body corporate which is (within
                  the meaning of section 736 of the Companies Act 1985) the
                  Company's holding company or a subsidiary of the Company's
                  holding company; or

         1.1.2    a body corporate which is (within the meaning of section 258
                  of that Act) a subsidiary undertaking of a body corporate
                  within Rule 1.1.1 and has been designated by the Board for
                  this purpose;

         1.1.3    any other body corporate in relation to which a body corporate
                  within paragraph (a) or (b) above is able (whether directly or
                  indirectly) to exercise 20% or more of its equity voting
                  rights and has been designated by the Board for this purpose;

        "the London Stock Exchange" means the London Stock Exchange plc;

        "Participant" means a person who holds an option granted under this
        Scheme;

        "Participating Company" means the Company or any Subsidiary;

        "the Performance Conditions" are the conditions in the Schedule to this
        Scheme or such other conditions as the Remuneration Committee may
        specify at the time an option is granted;

        "the Remuneration Committee"=means the remuneration committee of the
         Board;

        "Schedule 9" means Schedule 9 to the Taxes Act 1988;

        "Scheme" means the Enodis 2001 Executive Share Option Scheme as herein
         set out, comprising Part A (the Inland Revenue approved part) and
         Part B (the Unapproved Part) but subject to any alterations made under
         Rule 8 below;

        "Subsidiary" means a body corporate which is a subsidiary of the
        Company (within the meaning of section 736 of the Companies Act 1985)
        and of which the Company has control (within the meaning of section
        840 of the Taxes Act 1988);

                                      - 1 -


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

       "Trustees" means the trustee or trustees for the time being of an
       employee benefit trust established for the benefit of beneficiaries
       including all or substantially all of the individuals eligible to
       participate in this Scheme by virtue of Rule 2 below;

       and expressions not otherwise defined in this Scheme have the same
       meanings as they have in Schedule 9.

1.2    Any reference in this Scheme to any enactment includes a reference to
       that enactment as from time to time modified, extended or re-enacted

1.3    Expressions in italics are for guidance only and do not form part
       of this Scheme. 2.

       ELIGIBILITY

2.1    Subject to Rule 2.3, a person is eligible to be granted an option if
       (and only if) he is a full-time director or qualifying employee of a
       Participating Company.



2.2      For the purposes of Rule 2.1:-

2.2.1    a person shall be treated as a full-time director of a
         Participating Company if he is obliged to devote to the
         performance of the duties of his office or employment with
         that and any other Participating Company not less than 25
         hours a week;

2.2.2    a qualifying employee, in relation to a Participating Company,
         is an employee of the Participating Company (other than one
         who is a director of a Participating Company).

2.3      A person is not eligible to be granted an option under this Scheme
         at any time:-


         2.3.1   within the two years immediately preceding the date on which
                 he is bound to retire in accordance with the terms of his
                 contract of employment, or

         2.3.2    when he  is not eligible to participate in this S
                  cheme by virtue of paragraph 8 of Schedule 9 (material
                  interest in a close company).

3.       GRANT OF OPTIONS

3.1      Subject to Rule 4, the Board may by deed grant or procure that some
         other person grants an option to acquire shares in the Company which
         satisfy the requirements of paragraphs 10 to 14 of Schedule 9 (fully
         paid up, unrestricted, ordinary share capital), at the Grant Date and,
         subject to Rule 7.5, at the date of exercise of the option, upon the
         terms set out in this Scheme and upon such other objective terms as
         the Board may specify, to any person who is eligible to be granted an
         option in accordance with Rule 2; and for this purpose an option to
         acquire includes an option to purchase and an option to subscribe.

3.2      The price at which shares may be acquired by the exercise of an
         option shall be determined by the Board before its grant, but shall
         not be less than:-


                                      - 2 -


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      3.2.1  if shares of the same class as those shares are listed in the
             London Stock Exchange Daily Official List, the middle-market
             quotation of shares of that class (as derived from that List)
             on the dealing day immediately preceding the Grant Date (or
             such other dealing day as may be agreed in advance with the
             Inland Revenue) or, in the case of an option which is intended
             to be a Qualifying Stock Option within the meaning of the US
             Internal Revenue Code, the middle market quotation of shares
             of that class (as derived from that list) on the Grant Date;

      3.2.2  if Rule 3.2.1 does not apply, the market value (within the
             meaning of Part VIII of the Taxation of Chargeable Gains Act
             1992) of shares of that class, as agreed in advance for the
             purposes of this Scheme with the Shares Valuation Division of
             the Inland Revenue, on the Grant Date (or such other day as
             may be agreed in advance with the Inland Revenue); or

      3.2.3  in the case of an option to acquire shares only by subscription,
             the nominal value of those shares.

3.3   Subject to Rule 3.4, an option may only be granted:-

      3.3.1 within the period of 6 weeks beginning with -

            (a) the date on which this Scheme is approved and adopted by
                the Company (provided that no options may be granted under
                Part A of the Scheme until it has been approved by the
                Inland Revenue); or

            (b) the date on which Part A of this Scheme is approved by the
                Inland Revenue under Schedule 9; or

            (c) the dealing day next following the date on which the
                Company announces its results for any period; or

      3.3.2  at any other time when the circumstances are considered by the
             Board to be sufficiently exceptional to justify its grant; and


      3.3.3  within the period of 10 years beginning with the
             date on which this Scheme is adopted by the Company.

3.4   An option granted to any person:-

      3.4.1 shall not, except as provided in Rule 5.4, be capable of
            being transferred by him; and

      3.4.2 shall lapse forthwith if he is adjudged bankrupt.

4.    LIMITS

4.1   No options shall be granted in any year which would, at the
      time they are granted, cause the number of shares in the Company which
      may be allocated under this Scheme in the period of 10 calendar years
      ending with that year under this Scheme or under any other executive share
      option scheme adopted by the Company to exceed such number as

                                      - 3 -

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     represents 5 per cent. of the ordinary share capital of the Company in
     issue at that time.  (This Rule 4.1 does not apply in respect of options
     granted after 15 January 2002).


4.2  No options shall be granted in any year which would, at the time they
     are granted, cause the number of shares in the Company which may be
     allocated under this Scheme or under any other employees' share scheme
     adopted by the Company in the period of 10 calendar years ending with
     that year, to exceed such number as represents 10 per cent. of the
     ordinary share capital of the Company in issue at that time.

4.3  No more than 19,000,000 shares may be acquired pursuant to the exercise
     of options granted under the Scheme.

4.4  Any shares in the Company which have been issued or which may be issued to
     the Trustees to satisfy the exercise of any option granted under this
     Scheme shall be included for the purposes of the limits set out in Rules
     4.1, 4.2 and 4.3.

4.5  The number of shares in relation to which options may be granted to any
     person in any Financial Year shall not exceed such number as has a market
     value equal to 200 per cent of the salary of such person, unless the
     Remuneration Committee is satisfied that there are exceptional
     circumstances; and for the purposes of this Rule:-

         4.5.1    a person's salary shall be taken to be his basic salary
                  (excluding benefits in kind), expressed as an annual rate,
                  payable by the Participating Companies to him at that time;
                  and

         4.5.2    where a payment of remuneration is made otherwise than in
                  sterling, the payment shall be treated as being of the amount
                  of sterling ascertained by applying such rate of exchange
                  published in a national newspaper as the Board shall
                  reasonably determine.

4.6  No person shall be granted options which would, at the time they are
     granted, cause the aggregate market value of the shares which he may
     acquire in pursuance of options granted to him under Part A of this
     Scheme or under any other share option scheme, not being a
     savings-related share option scheme, approved under Schedule 9 and
     established by the Company or by any associated company of the Company
     (and not exercised) to exceed or further exceed (pound)30,000 or such
      other limit imposed from time to time under paragraph 28(1) of Schedule
      9.

4.7   For the purposes of this Rule 4, the market value of the shares in
      relation to which an option was granted shall be calculated:-

      4.7.1   in the case of an option granted under this Scheme, as on the
              day by reference to which the price at which shares may be
              acquired by the exercise of that option was determined in
              accordance with Rule 3.2;

      4.7.2   in the case of an option granted under any other approved
              scheme, as at the time when it was granted or, in a case where
              an agreement relating to the shares has been made under
              paragraph 29 of Schedule 9, such earlier time or times as may
              be provided in the agreement; and

                                      - 4 -


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     4.7.3  in the case of any other option, as on the day or days by
            reference to which the price at which shares may be acquired
            by the exercise of that option was determined.

4.8  Any option granted under this Scheme shall be limited and take effect
     so that the above limits are complied with.

4.9  Where the right to acquire shares was released or lapsed without being
     exercised, the shares concerned will be ignored when calculating the limits
     in this Rule 4 (other than the limit in Rule 4.5).

4.10 References in this Rule 4 to "allocation" shall mean, in relation to any
     share option scheme, placing unissued shares under option and, in
     relation to other types of employee share scheme, the allotment and
     issue of shares and references to "allocated" shall be construed
     accordingly.

5.   EXERCISE OF OPTIONS

5.1  The exercise of any option granted under this Scheme shall be effected
     in the form and manner prescribed by the Board and, unless the Board
     determines otherwise, any notice of exercise shall take effect only when
     received by the Company together with the relevant exercise monies or an
     agreement to provide such monies pursuant to arrangements acceptable to
     the Company.

5.2  Subject to Rules 5.4, 5.5, 6.1, 6.3 and 6.4, an option granted under this
     Scheme may not be exercised before the third anniversary of the Grant
     Date.

5.3  Subject to Rules 5.4, 5.5.1, 5.5.3, 6.1, 6.3, 6.4 and 6.5, an option
     granted under this Scheme may not be exercised if the Performance
     Conditions are not satisfied.

5.4  If any Participant dies, any option may (and must, if at all) be
     exercised by his personal representatives within 12 months after the
     date of his death provided that his death occurs at a time when either
     he is a director or employee of a Group Member or he is or would but for
     Rule 5.3 be entitled to exercise the option by virtue of Rule 5.5.

5.5  If any Participant ceases to be a director or employee of a Group Member
     (otherwise than by reason of his death), the following provisions apply
     in relation to any option granted to him:-

          5.5.1 if he so ceases by reason of injury, disability or redundancy
          (within the meaning of the Employment Rights Act 1996), or by reason
          only that his office or employment is in a company which ceases to be
          a Group Member, or relates to a business or part of a business which
          is transferred to a person who is not a Group Member, the option may
          (and subject to Rule 5.4 must, if at all) be exercised within the
          exercise period;

          5.5.2 if he so ceases by reason of retirement on or after reaching
          the age at which he is bound to retire in accordance with the terms
          of his contract of employment, the option may (and subject to
          Rule 5.4 must, if at all) be exercised within the exercise period,
          but subject to Rule 5.3;

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   5.5.3 if he so ceases for any other reason, the option may not be
          exercised at all unless the Board shall so permit, in which event it
          may (and subject to Rule 5.4 must, if at all) be exercised to the
          extent permitted by the Board within the exercise period;

          and in this Rule the exercise period is the period which shall expire
          12 months after his so ceasing or at such later time as the Board
          shall determine not being more than 42 months after the Grant Date or
          42 months after the last date prior to his so ceasing on which he
          exercised an option (not being one granted under a savings-related
          share option scheme) in circumstances in which paragraphs (a) and (b)
          of section 185(3) of the Taxes Act 1988 )income tax relief on
          exercise) applied.

5.6    A Participant shall not be treated for the purposes of Rule 5.5 as
       ceasing to be a director or employee of a Group Member until such
       time as he is no longer a director or employee of any Group Member.

5.7    Notwithstanding any provision of this Scheme, an option may not be
       exercised after the expiration of the period of 10 years (or such
       shorter period as the Board may have determined before the grant of that
       option) beginning with the Grant Date.

5.8    A Participant shall not be eligible to exercise an option at any time
       when he is not eligible to participate in this Scheme by virtue of
       paragraph 8 of Schedule 9 (material interest in close company).

5.9    Within 30 days after an option has been exercised by any person, the
       Board shall allot to him (or a nominee for him) or, as appropriate,
       procure the transfer to him (or a nominee for him) of the number of
       shares in respect of which the option has been exercised, provided that
       the issue or transfer of those shares would be lawful in all relevant
       jurisdictions. For the avoidance of doubt, it is hereby confirmed that
       ordinary shares may be allotted or transferred in the form of American
       Depository Shares.

5.10   In a case where a Group Member or the Trustees are obliged to (or would
       suffer a disadvantage if it were not to) account for any tax (in any
       jurisdiction) for which the person in question is liable by virtue of
       the exercise of the option and/or for any social security contributions
       recoverable from the person in question (together, the "Tax Liability"),
       no shares shall be issued or transferred unless that person has either:

5.10.1 made a payment to the Group Member or the Trustees of an amount equal
       to the Tax Liability; or

5.10.2 entered into arrangements acceptable to that or another Group
       Member or the Trustees to secure that such a payment is made
       (whether by authorising the sale of some or all of the shares
       on his behalf and the payment to the Group Member or the
       Trustees of the relevant amount out of the proceeds of sale or
       otherwise).

5.11    All shares allotted under this Scheme shall rank equally in all respects
        with the shares of the same class then in issue except for any rights
        attaching to such shares by reference to a record date prior to the date
        of the allotment.

                                      - 6 -


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6.      TAKEOVER, RECONSTRUCTION AND WINDING-UP

6.1     If any person obtains control of the Company (within the meaning of
        section 840 of the Taxes Act 1988) as a result of making a general offer
        to acquire shares in the Company, or having obtained such control makes
        such an offer, the Board shall within 7 days of becoming aware of such
        occurrence notify every Participant of it and, subject to the option not
        having already lapsed under Rules 5.4, 5.5 and 5.7, any option may be
        exercised within one month (or such longer period as the Board may
        permit) of such notification.

6.2     For the purposes of Rule 6.1, 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.


6.3     If any person becomes bound or entitled to acquire shares in the Company
        under sections 428 to 430F of the Companies Act 1985 or Articles 421 to
        423 of the Companies (Northern Ireland) Order 1986, or if the Company
        passes a resolution for voluntary winding up, or if an order is made for
        the compulsory winding up of the Company, the Board shall forthwith
        notify every Participant of such occurrence and, subject to the option
        not having already lapsed under Rules 5.4, 5.5 and 5.7, any option may
        be exercised within one month of such notification, but to the extent
        that it is not exercised within that period shall (notwithstanding any
        other provision of this Scheme) lapse on the expiration of that period.

6.4     If the Court sanctions a compromise or arrangement under section 425 of
        the Companies Act 1985 or Article 418 of the Companies (Northern
        Ireland) Order 1986, the Board shall forthwith notify every Participant
        of such occurrence and, subject to the option not having already lapsed
        under Rules 5.4, 5.5 and 5.7, any option may be exercised within one
        month of such notification, but to the extent that it is not exercised
        within that period shall (notwithstanding any other provision of this
        Scheme) lapse on the expiration of that period.

6.5     In relation to an option which would but for Rule 5.3 be exercisable by
        virtue of an event mentioned in Rule 6.1, 6.3 or 6.4, the Performance
        Conditions will continue to apply, but measured up to the first to occur
        of the events specified in this Rule 6 unless the Remuneration
        Committee, acting objectively and fairly and reasonably, decides
        otherwise. For this purpose, the term "Remuneration Committee" means the
        members of the Remuneration Committee immediately prior to the
        occurrence of the relevant event mentioned in Rule 6.1, 6.3 or 6.4.

6.6      If any company ("the acquiring company"):-

         6.6.1    obtains control of the Company as a result of making:-

                  (a)   a general offer to acquire the whole of the issued
                        ordinary 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

                  (b)   a general offer to acquire all the shares in the Company
                        which are of the same class as the shares which may be
                        acquired by the exercise of options granted under this
                        Scheme, or

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6.6.2        obtains control of the Company in pursuance of a compromise or
             arrangement sanctioned by the court under section 425 of the
             Companies Act 1985 or Article 418 of the Companies (Northern
             Ireland) Order 1986, or

6.6.3        becomes bound or entitled to acquire shares in the Company under
             sections 428 to 430F of that Act or Articles 421 to 423 of
             that Order,

any Participant may at any time within the appropriate period (which expression
shall be construed in accordance with paragraph 15(2) of Schedule 9), by
agreement with the acquiring company, release any option granted under this
Scheme which has not lapsed ("the old option") in consideration of the grant to
him of an option ("the new option") which (for the purposes of that paragraph)
is equivalent to the old option but relates to shares in a different company
(whether the acquiring company itself or some other company falling within
paragraph 10(b) or (c) of Schedule 9).

6.7 The new option shall not be regarded for the purposes of Rule 6.6 as
    equivalent to the old option unless the conditions set out in paragraph
    15(3) of Schedule 9 are satisfied, but so that the provisions of this
    Scheme shall for this purpose be construed as if:-

    6.7.1 the new option were an option granted under this Scheme at the
          same time as the old option;


    6.7.2 except for the purposes of the definitions of "Group Member",
          "Participating Company" and "Subsidiary" in Rule 1.1 and the
          reference to "the Board" in Rule 5.7, the expression "the
          Company" were defined as "a company whose shares may be
          acquired by the exercise of options granted under this
          Scheme";

    6.7.3 the Performance Conditions had been satisfied; and

    6.7.4 Rule 8.2 were omitted.

7.  ADJUSTMENT OF OPTIONS

7.1 Subject to Rule 7.3, in the event of any increase or variation of the
    share capital of the Company, whenever effected, the Board may make such
    adjustments as it considers appropriate under Rule 7.2.

7.2 An adjustment made under this Rule shall be to one or more of the
    following:-


    7.2.1  the number of shares in respect of which any option may be
           exercised;

    7.2.2  the price at which shares may be acquired by the exercise of
           any option;

    7.2.3  where any such option has been exercised but no shares have
           been allotted or transferred pursuant to such exercise, the
           number of shares which may be so allotted or transferred and
           the price at which they may be acquired;

    7.2.4  the number of shares referred to in Rule 4.3.


7.3 At a time when this Scheme is approved by the Inland Revenue under
    Schedule 9, no adjustment under Rule 7.2 shall be made without the
    prior approval of the Inland Revenue.


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7.4     An adjustment under Rule 7.2 may have the effect of reducing the price
        at which shares may be subscribed for on the exercise of an option to
        less than their nominal value, but only if and to the extent that the
        Board shall be authorised to capitalise from the reserves of the Company
        a sum equal to the amount by which the nominal value of the shares in
        respect of which the option is exercised and which are to be allotted
        pursuant to such exercise exceeds the price at which the shares may be
        subscribed for and to apply that sum in paying up such amount on such
        shares; and so that on exercise of any option in respect of which such a
        reduction shall have been made the Board shall capitalise that sum (if
        any) and apply the same in paying up that amount.

7.5     If the shares subject to an option cease to satisfy the requirements
        of paragraphs 10 to 14 of Schedule 9 at any time after the
        Grant Date then:



        7.5.1    the Board shall as soon as practicable notify the Inland
                 Revenue of this;

        7.5.2    the Company will not be required to allot or procure the
                 transfer of shares which satisfy those requirements upon the
                 exercise of an option;

        7.5.3    for the avoidance of doubt, all unexercised options shall
                 continue to exist; and

        7.5.4    the Scheme shall continue to exist but if the Inland Revenue
                 withdraw their approval of the Scheme under Schedule 9, it
                 shall continue to exist as an unapproved share option scheme.

8.      ALTERATIONS

8.1     Subject to Rules 8.2, 8.4 and 8.5, the Board may at any time alter this
        Scheme (having regard to the fact that, if an alteration which does not
        solely relate to the Performance Conditions is made at a time when this
        Scheme is approved by the Inland Revenue under Schedule 9, the approval
        will not thereafter have effect until the Inland Revenue have approved
        the alteration).

8.2     Subject to Rule 8.3, no alteration to the advantage of the person to
        whom options may be granted shall be made under Rule 8.1 to any of the
        provisions concerning eligibility, the limits on individual
        participation and the number of shares which may be issued under the
        Scheme, the terms of exercise and adjustment of options, or this Rule,
        without the prior approval by ordinary resolution of the members of the
        Company in general meeting.

8.3      Rule 8.2 shall not apply to:-

         8.3.1   any minor alteration to benefit the administration of this
                 Scheme, to take account of a change in legislation or to
                 obtain or maintain favourable tax, exchange control or
                 regulatory treatment for Participants or any Group Member; or

         8.3.2   any alteration solely relating to the Performance Conditions.

8.4      No alteration to the disadvantage of any Participant shall be made
         under Rule 8.1 unless:-


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8.4.1  the Board shall have invited every relevant Participant to give an
       indication as to whether or not he approves the alteration, and


8.4.2  the alteration is approved by a majority of those Participants who have
       given such an indication.

8.5    No alteration which solely relates to the Performance Conditions
       subject to which an option has been granted shall be made under
       Rule 8.1 unless:-


       8.5.1  there shall have occurred an event which shall have caused the
              Board reasonably to consider that the Performance Conditions
              would not, without the alteration, achieve its original
              purpose and the altered Performance Conditions are no more
              difficult to satisfy, and

       8.5.2  the Board shall act fairly and reasonably in making the
              alteration.

9.     MISCELLANEOUS

9.1    The rights and obligations of any individual under the terms of his
       office or employment with any Group Member shall not be affected by his
       participation in this Scheme or any right which he may have to
       participate in it and an individual who participates in it shall waive
       any and all rights to compensation or damages in consequence of the
       termination of his office or employment for any reason whatsoever
       insofar as those rights arise or may arise from his ceasing to have
       rights under or be entitled to exercise any option under this Scheme as
       a result of such termination.

9.2    In the event of any dispute or disagreement as to the interpretation of
       this Scheme, or as to any question or right arising from or related to
       this Scheme, the decision of the Board shall be final and binding upon
       all persons.

9.3    Any decision of the Board in relation to a person who is a director of
       the Company is subject to the approval of the Remuneration Committee.

9.4    Any notice or other communication under or in connection with this
       Scheme may be given by personal delivery or by sending the same by post,
       in the case of a company to its registered office, and in the case of an
       individual to his last known address, or, where he is a director or
       employee of a Group Member, either to his last known address or to the
       address of the place of business at which he performs the whole or
       substantially the whole of the duties of his office or employment.

9.5    This Scheme and all options granted under it shall be governed by and
       construed in accordance with the law of England and Wales.


                                     - 10 -


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                               PART B - UNAPPROVED

1.  INTERACTION WITH PART A

    The provisions of Part A shall, save where otherwise specified below,
    apply in relation to options under Part B.

2.  ELIGIBILITY

2.1 Subject to rule 2.2 of Part B, a person is eligible to be granted an option
    under Part B if (and only if) he is an executive director or an employee
    of a Participating Company.


2.2 A person is not eligible to be granted an option under Part B any time
    within the two years immediately preceding the date on which he is bound
    to retire in accordance with the terms of his contract of employment.

3.  LIMITS

3.1 Rule 4.6 of Part A shall not apply to any options granted under Part B.

4.  EXERCISE OF OPTIONS

4.1 Within 30 days after an option has been exercised by any person, the
    Board shall allot to him (or a nominee for him) or, as appropriate,
    procure the transfer to him (or a nominee for him) of the number of
    shares in respect of which the option has been exercised, provided
    that:-

    4.1.1 the Board considers that the issue or transfer of those shares would
          be lawful in all relevant jurisdictions; and

    4.1.2 in a case where a Group Member or the Trustees is obliged to
          (or would suffer a disadvantage if it were not to) account for
          any tax (in any jurisdiction) for which the person in question
          is liable by virtue of the exercise of the option and/or for
          any social security contributions recoverable from the person
          in question (together, the "Tax Liability"), that person has
          either:

         (a)   made a payment to the Group Member or the Trustees of an amount
               equal to the Tax Liability; or


         (b)   entered into arrangements acceptable to that or another
               Group Member or the Trustees to secure that such a
               payment is made (whether by authorising the sale of some
               or all of the shares on his behalf and the payment to
               the Group Member or the Trustees of the relevant amount
               out of the proceeds of sale or otherwise) and, where
               that person has entered into a joint election with his
               employing company to transfer the liability for the
               secondary National Insurance to him, the Inland Revenue
               has approved such arrangements; and

         in the case of either (a) or (b) above, where the Board determines
         prior to the grant of the option (or following the grant of the option
         with the consent of the relevant Participant) that the person in
         question shall make an agreement with

                                     - 11 -

<PAGE>

            his employing company that some or all of the liability for
            secondary National Insurance should be recovered from him,
            then such shares shall not be so allotted or transferred to
            him unless he has entered into such agreement in writing.

        4.1.3   All shares allotted under this Scheme shall rank equally in
                all respects with the shares of the same class then in issue
                except for any rights attaching to such shares by reference to
                a record date prior to the date of the allotment.

5.      ADJUSTMENT OF OPTIONS

5.1     In the event of any increase or variation of the share capital of the
        Company or a demerger or other event affecting the Company, whenever
        effected, the Board may make such adjustments as it considers
        appropriate under this Rule.

5.2     An adjustment made under this Rule shall be to one or more of
        the following:-


        5.2.1  the number of shares in respect of which any option may be
               exercised;

        5.2.2  the price at which shares may be acquired by the exercise of
               any option;

        5.2.3  where any such option has been exercised but no shares have
               been allotted or transferred pursuant to such exercise, the
               number of shares which may be so allotted or transferred and
               the price at which they may be acquired;

        5.2.4  the number of shares referred to in Rule 4.3.

5.3     An adjustment under this Rule may have the effect of reducing the price
        at which shares may be subscribed for on the exercise of an option to
        less than their nominal value, but only if and to the extent that the
        Board shall be authorised to capitalise from the reserves of the Company
        a sum equal to the amount by which the nominal value of the shares in
        respect of which the option is exercised and which are to be allotted
        pursuant to such exercise exceeds the price at which the shares may be
        subscribed for and to apply that sum in paying up such amount on such
        shares; and so that on exercise of any option in respect of which such a
        reduction shall have been made the Board shall capitalise that sum (if
        any) and apply the same in paying up that amount.

6.      TAKEOVER, RECONSTRUCTION AND WINDING-UP

6.1     If the Court sanctions a compromise or arrangement under section 425 of
        the Companies Act 1985 or Article 418 of the Companies (Northern
        Ireland) Order 1986 then options shall neither become exercisable nor
        lapse upon such compromise or arrangement becoming effective provided
        that the Board may at its discretion, and acting fairly and reasonably,
        subject to the option not having already lapsed under Rules 5.4, 5.5 and
        5.7:

        6.1.1     permit options to become exercisable for such period and on
                  such terms as the Board may determine and the Board may
                  determine that options shall lapse at the end of any such
                  period; or

        6.1.2     provide that any option shall lapse upon such compromise
                  or arrangement become effective.

                                     - 12 -


<PAGE>

6.2     In relation to an option which would but for Rule 5.3 be exercisable by
        virtue of an event mentioned in Rule 6.1, 6.3 or 6.4, the Performance
        Conditions will continue to apply, but measured up to the first to occur
        of the events specified in this Rule 6 unless the Remuneration
        Committee, at its absolute discretion, decides otherwise. For this
        purpose, the term "Remuneration Committee" means the members of the
        Remuneration Committee immediately prior to the occurrence of the
        relevant event mentioned in Rule 6.1, 6.3 or 6.4.

7.      INLAND REVENUE APPROVAL

7.1     Rules 2.3.2, 3.2.2, 5.8 and 7.3 of Part A shall not apply to options
        granted under Part B of this Scheme.

7.2     There shall be no need to seek Inland Revenue approval or agreement for
         anything done under Part B of this Scheme.

                                     - 13 -


<PAGE>

                        SCHEDULE: PERFORMANCE CONDITIONS

1.       Subject to Rules 5 and 6 of the Scheme, 50% of the Option Shares in
         respect of a Performance Period may only be transferred to the extent
         the conditions specified in paragraphs 3 and 5 below are satisfied; and
         the remaining 50% of the Option Shares in respect of a Performance
         Period may only be transferred to the extent the condition specified in
         paragraphs 4 and 5 below are satisfied.

2.       For the purpose of this Schedule:

         (i)      The "First Comparator Companies" are the constituents of the
                  FTSE Mid 250 Index (excluding investment trusts) at the
                  beginning of the relevant Performance Period, excluding those
                  companies which are not quoted on the London Stock Exchange
                  on the last day of the relevant Performance Period.

         (ii)     "Option Shares" means the shares in relation to which an
                  option is granted;

         (iii)    "Performance Period" means any period of three, four or five
                  Financial Years beginning with the Financial Year in which an
                  option granted.

         (iv)     "The Retail Prices Index" is the general index of retail
                  prices (for all items) published by the Office for National
                  Statistics or, if that index is not published for the month in
                  question, any substituted index or index figures published by
                  that Office.

         (v)      "Total Shareholder Return" of a company over any period is a
                  combination of its share price and dividend performance,
                  which shall be calculated as specified in paragraph 3(a)
                  below.

         (vi)     The "Second Comparator Companies" are BBA Group plc, Bodycote
                  International plc, Chubb plc, Cookson Group plc, AB
                  Electrolux, FKI plc, Glynwed International plc, Halma plc,
                  Ingersoll-Rand Company, Invensys plc, Illinois Tool Works Inc,
                  Kidde plc, Lancer Inc, Manitowoc Inc, Maytag Corporation,
                  Middleby Inc, The Morgan Crucible Company plc, Spirax-Sarco
                  Engineering plc, Tomkins plc, Travis Perkins plc, Wolseley
                  plc.

         (vii)    Unless the context otherwise admits, words and expressions in
                  this Schedule have the same meanings as they have in Rule 1 of
                  the Scheme.



3.       (a)      The Total Shareholder Return of the Company and each of
                  the First Comparator Companies over the relevant Performance
                  Period shall be computed by comparing the average net return
                  index of the relevant companies as calculated by Datastream
                  (excluding Saturdays and Sundays) in the 6 months preceding
                  the beginning of the Performance Period with their average net
                  return index (calculated in the same manner) in the 6 months
                  preceding the end of the relevant Performance Period, provided
                  that where Datastream is unable to provide the necessary
                  information, the Remuneration Committee may rely upon such
                  other sources of information as it considers appropriate.

                                     - 14 -


<PAGE>

         (b)      All of the First Comparator Companies (excluding the Company)
                  shall be ranked by the resulting Total Shareholder Return
                  figures, with the company with the highest figure having the
                  highest ranking, and median and upper quartile performance
                  shall be determined on such basis as the Remuneration
                  Committee, acting reasonably, may specify from time to time.

         (c)      The percentage of the Option Shares in respect of which an
                  option may be exercised depends upon the Company's Total
                  Shareholder Return relative to the median and upper quartile
                  performance specified in paragraph (b) above, as follows:



---------------------------------------------------------------------------
     The Company's Performance                % Exercisable
---------------------------------------------------------------------------

     1. Upper Quartile or above               50%
---------------------------------------------------------------------------
     2. Less than Upper Quartile but          Pro-rata between 50% and 17.5%
        better than Median
---------------------------------------------------------------------------
     3. Better than Median                    17.5%
---------------------------------------------------------------------------
     4. Median or below                       0%
---------------------------------------------------------------------------

        (d)       For the avoidance of doubt, it is hereby confirmed that to the
                  extent that the Company's performance is below upper quartile
                  at the end of the third Financial Year of the Performance
                  Period, the Performance Conditions shall be retested as at the
                  end of the four and fifth Financial Years of the Performance
                  Period, with the intent that if the Company's Total
                  Shareholder Return ranking relative to the First Comparator
                  Group improves, a greater proportion of the Option Shares may
                  be transferred (but not exceeding 50%).

4.       The performance condition in this paragraph 4 will operate on exactly
         the same basis as the condition in paragraph 3 above, except that the
         comparator companies are the Second Comparator Companies.

5.       (a) The Performance Condition in this paragraph 5 is that the
             earnings per share of the Company for the final Financial Year
             of the relevant Performance Period must have exceeded its
             earnings per share for the Financial Year last preceding the
             beginning of that Performance Period by an amount which, when
             expressed as a fraction of the last mentioned earnings per
             share is not less than ((R2-R1)/R1) where R1 is the Retail
             Prices Index for the last month in the earlier year and R2 is
                  the Retail Prices Index for the last month in the later year.

         (b) For this purposes of this condition, the earnings per share of
             the Company shall exclude exceptional items and shall be
             calculated on such basis as the Remuneration Committee, acting
             reasonably, may specify from time to time.

6.       The Remuneration Committee may make such adjustments to any or all
         of the performance conditions in this Schedule as it considers
         appropriate to take account of:

                                     - 15 -


<PAGE>

         (a)      any increase or variation of the share capital of the Company;

         (b)      any change to the accounting standards adopted by the Company;

         (c)      there being no earnings per share of the Company for any
                  relevant financial year;

         (d)      a change in the calculation of Total Shareholder Return;

         (e)      the occurrence of an event specified in Rules 5 and 6 of the
                  Plan; or

          (f)     any other factors which are in the opinion of the
                  Remuneration Committee relevant.

                                     - 16 -