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                                                                     EXHIBIT 1.2

                        THE COMPANIES ACTS 1985 and 1989

                       A PUBLIC COMPANY LIMITED BY SHARES

                             ARTICLES OF ASSOCIATION

                                       of

                               SCOTTISH POWER PLC

                    [(adopted by a special resolution passed
                                on 27 July 2001)]


Preliminary

Non-application of statutory regulations

1.   None of any regulations set out in any schedule to any statute or any
statutory instrument concerning companies shall apply as regulations or articles
of the Company.

Definitions

2.   In these Articles (if not inconsistent with the subject or context) the
words in the first column of the table below have the following meanings:

Words                               Meanings

the 1985 Act                        the Companies Act 1985;

the 1989 Act                        the Companies Act 1989;

address                             in relation to electronic communications,
                                    includes any number or address used for the
                                    purposes of such communications;

ADR Depositary                      means a custodian or depositary or his
                                    nominee, approved by the Directors, under
                                    contractual arrangements with the Company by
                                    which he or that nominee holds shares in the
                                    Company and he or another person issues
                                    American depositary receipts evidencing
                                    rights in relation to those shares or a
                                    right to receive them;

ADR Holder                          a person who has an interest in shares of
                                    the Company evidenced by an American
                                    depositary receipt issued by an ADR
                                    Depositary;

Appointed Proxy                     has the meaning given in Article 161;

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these Articles                      these Articles of Association as may be from
                                    time to time altered;

auditors                            the auditors for the time being of the
                                    Company;

certificated share                  a share in the capital of the Company that
                                    is not an uncertificated share and
                                    references in these Articles to a share
                                    being held in certificated form shall be
                                    construed accordingly;

clear days                          in relation to the sending of a notice means
                                    that period excluding the day when the
                                    notice is sent or deemed to be sent and the
                                    day for which it is sent or on which it is
                                    to take effect;

Crest Member                        a person who has been admitted by CRESTCo
                                    Limited as a system member;

Company                             Scottish Power plc (formerly called New
                                    Scottish Power plc);

Directors                           the directors of the Company or those of
                                    such directors present at a duly convened
                                    meeting of the directors of the Company at
                                    which a quorum is present;

electronic signature                has the meaning given by Section 7(2) of the
                                    Electronic Communications Act 2000;

employees' share scheme             employees' share scheme as defined in
                                    Section 743 of the 1985 Act;

group                               group as defined in Section 53 of the 1989
                                    Act;

holder                              in relation to shares, the member whose name
                                    is entered in the register of members as the
                                    holder of shares;

member                              a member of the Company;

month                               calendar month;

office                              the registered office of the Company for the
                                    time being;

paid                                paid or credited as paid;

parent company                      parent company as defined in Section 258 of
                                    the 1985 Act;

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recognised clearing house           recognised clearing house as defined in
                                    Section 207(1) of the Financial Services Act
                                    1986;

recognised investment exchange      recognised investment exchange as defined
                                    in Section 207(1) of the Financial Services
                                    Act 1986;

recognised person                   a recognised clearing house or a nominee of
                                    a recognised clearing house or of a
                                    recognised investment exchange;

register of members                 the register of members to be kept pursuant
                                    to Section 352 of the 1985 Act;

Regulations                         the Uncertificated Securities Regulations
                                    1995;

ScottishPower UK                    Scottish Power UK plc (formerly called
                                    Scottish Power plc) registered in Scotland,
                                    No. SC117120;

seal                                the common seal of the Company;

Secretary of State                  the Secretary of State for Scotland;

securities seal                     an official seal kept by the Company by
                                    virtue of Section 40 of the 1985 Act;

Special Share                       the one Special Rights Non-Voting Redeemable
                                    Preference Share of(pound)1;

Special Shareholder                 the holder of the Special Share;

the Statutes                        the 1985 Act, the 1989 Act and every other
                                    Act for the time being in force concerning
                                    companies and affecting the Company;

statutory reserve                   any statutory reserve of the Company as
                                    referred to in Section 75 of the Electricity
                                    Act 1989;

Sterling                            the lawful currency of the United Kingdom;

the London Stock Exchange           London Stock Exchange Limited;

subsidiary                          subsidiary as defined in Section 736 of the
                                    1985 Act;

subsidiary undertaking              subsidiary undertaking as defined in Section
                                    258 of the 1985 Act and, for the avoidance
                                    of doubt, shall be deemed to include a
                                    subsidiary;

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transfer office                     the place where the register of members is
                                    situate for the time being;

transmission event                  death, bankruptcy or any other event giving
                                    rise to the transmission of a person's
                                    entitlement to a share by operation of law;

uncertificated share                a share in the capital of the Company which
                                    is recorded on the register of members as
                                    being held in uncertificated form and title
                                    to which may, by virtue of the Regulations,
                                    be transferred by means of a relevant system
                                    and references in these Articles to a share
                                    being held in uncertificated form shall be
                                    construed accordingly;

undertaking                         undertaking as defined in Section 259 of the
                                    1985 Act;

the United Kingdom                  Great Britain and Northern Ireland; and

year                                calendar year.

Interpretation

3.       In these Articles:

         References to a document include, unless the context otherwise
         requires, references to an electronic communication.

         References to an electronic communication mean, unless the contrary is
         stated, an electronic communication (as defined in the 1985 Act)
         comprising writing;

         References to a document being executed include references to its being
         executed under hand or under seal or, in the case of an electronic
         communication, by electronic signature;

         References to an instrument mean, unless the contrary is stated, a
         written document having tangible form and not comprised in an
         electronic communication (as defined in the 1985 Act);

         References to a notice or other document being sent to a person by the
         Company include references to such notice or other document, or a copy
         of such notice or other document, being sent, given, delivered, issued
         or made available to, or served on, that person by any method
         authorised by these Articles, and sending shall be construed
         accordingly;

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         References to writing mean the representation or reproduction of words,
         symbols or other information in a visible form by any method or
         combination of methods, whether comprised in an electronic
         communication (as defined in the 1985 Act) or otherwise, and written
         shall be construed accordingly;

         The expression the Company's bankers means the Company's bankers or, if
         the Company engages more than one bank, the Company's principal bankers
         as may be selected by the Directors;

         The expressions debenture and debenture-holder shall include debenture
         stock and debenture stockholder respectively;

         The expression member present in person shall be deemed to include the
         presence of a proxy of a member or an authorised representative of a
         corporate member and cognate expressions shall be construed
         accordingly;

         The expression Secretary shall (subject to and in accordance with the
         provisions of the Statutes) include any deputy secretary, assistant
         secretary and any other person appointed by the Directors to perform
         any of the duties of the Secretary and where two or more persons are
         appointed to act as joint secretaries shall include any one of those
         persons;

         Any reference to days of notice shall be construed as meaning clear
         days;

         Words denoting the singular shall include the plural and vice versa.
         Words denoting the masculine gender shall include the feminine gender;

         Any reference to a person shall be construed as including a reference
         to an undertaking;

         Where any of the provisions of these Articles are stated to apply to an
         Article referred to by its number only, those provisions shall apply
         (where relevant) to all and any Articles designated by that number and
         a capital letter;

         Save as aforesaid, any words or expressions defined in the 1985 Act or
         the 1989 Act shall (if not inconsistent with the subject or context)
         bear the same meaning in these Articles;

         Save as aforesaid, words or expressions contained in these Articles
         which are not defined in Article 2 but are defined in the Regulations
         have the same meaning as in the Regulations (but excluding any
         modification of the Regulations not in force at the date of adoption of
         these Articles) unless consistent with the subject or context;

         Subject to the preceding two paragraphs, references to any provision of
         any enactment or of any subordinate legislation (as defined by section
         21(1) of the Interpretation Act 1978) include any modification or
         re-enactment of that provision for the time being in force;

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         Where for any purpose an ordinary resolution of the Company is
         expressed to be required under the provisions of these Articles, a
         special or extraordinary resolution shall also be effective; and where
         an extraordinary resolution is so expressed to be required, a special
         resolution shall also be effective;

         Article 51(A), the index, table of contents, headings and sub-headings
         to Articles are inserted for convenience only and do not affect the
         construction of these Articles;

         Powers of delegation shall not be restrictively construed but the
         widest interpretation shall be given to them and: (a) the word
         Directors in the context of the exercise of any power contained in
         these Articles includes any committee consisting of one or more
         Directors, any Director holding executive office and any local or
         divisional board, manager or agent of the Company to which or, as the
         case may be, to whom the power in question has been delegated; (b) no
         power of delegation shall be limited by the existence or, except where
         expressly provided by the terms of delegation, the exercise of that or
         any other power of delegation; and (c) except where expressly provided
         by the terms of delegation, the delegation of a power shall not exclude
         the concurrent exercise of that power by any other body or person who
         is for the time being authorised to exercise it under these Articles or
         under another delegation of the power; and

         In relation to a share, any reference to a relevant system is a
         reference to the relevant system in which that share is a participating
         security.

Business

Business activities

4.       Any activity or kind of business which the Company is either expressly
or by implication authorised to undertake may be undertaken by the Directors at
such time or times as they shall think fit, and further may be suffered by them
to be in abeyance, whether such activity or kind of business may have been
actually commenced or not, so long as the Directors may deem it expedient not to
commence or proceed with the same.

Capital

Share capital

5.       The authorised share capital of the Company at the date of the special
resolution adopting these Articles is (pound)99,998 divided into 50,000 Ordinary
Shares of (pound)1 each and 49,998 Redeemable Shares of (pound)1 each.

Redeemable shares and shares with special rights

6.(A)    Subject to the provisions of the Statutes:


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(a)      shares may be issued on the terms that they are, or are to be liable,
         to be redeemed at the option of the Company or the holder on such terms
         and in such manner as may be provided by these Articles save that the
         date on or by which, or dates between which, any such shares are to be
         or may be redeemed may be fixed by the Directors (and if so fixed the
         date or dates must be fixed before the shares are issued);

(b)      without prejudice to any rights attached to any existing shares and
         subject to (a) above, any shares may be issued with such rights or
         restrictions as the Company may by ordinary resolution determine (or,
         if the Company does not so determine, as the Directors may determine).

Uncertificated shares

6.(B)    Subject to the provisions of the Regulations, the Directors may permit
the holding of shares in any class of shares in uncertificated form and the
transfer of title to shares in that class by means of a relevant system and may
determine that any class of shares shall cease to be a participating security.

Not separate class of shares

6.(C)    Shares in the capital of the Company that fall within a certain class
shall not form a separate class of shares from other shares in that class
because any share in that class:

(a)      is held in uncertificated form; or

(b)      is permitted in accordance with the Regulations to become a
         participating security.

Exercise of Company's entitlements in respect of uncertificated shares

6.(D)    Where any class of shares is a participating security and the Company
is entitled under any provision of the Statutes, the Regulations or these
Articles to sell, transfer or otherwise dispose of, forfeit, re-allot, accept
the surrender of or otherwise enforce a lien over a share held in uncertificated
form, the Company shall be entitled, subject to the provisions of the Statutes,
the Regulations, these Articles and the facilities and requirements of the
relevant system:

(a)      to require the holder of that uncertificated share by notice to change
         that share into certificated form within the period specified in the
         notice and to hold that share in certificated form so long as required
         by the Company;

(b)      to require the holder of that uncertificated share by notice to give
         any instructions necessary to transfer title to that share by means of
         the relevant system within the period specified in the notice;

(c)      to require the holder of that uncertificated share by notice to appoint
         any person to take any step, including without limitation the giving of
         any

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         instructions by means of the relevant system, necessary to transfer
         that share within the period specified in the notice; and

(d)      to take any action that the board considers appropriate to achieve the
         sale, transfer, disposal, forfeiture, re-allotment or surrender of that
         share or otherwise to enforce a lien in respect of that share.

The Special Share

Issue, holding and transfer

7.(A)    The Special Share may only be issued to, held by and transferred to one
of Her Majesty's Secretaries of State, another Minister of the Crown, the
Solicitor for the affairs of Her Majesty's Treasury or any other person acting
on behalf of the Crown.

Variation of rights of the Special Share

7.(B)    Notwithstanding any provision in these Articles to the contrary, each
of the following matters shall be deemed to be a variation of the rights
attaching to the Special Share and shall accordingly be effective only with the
consent in writing of the Special Shareholder and without such consent shall not
be done or caused to be done:

(a)      the amendment, or removal, or the alteration of the effect of (which,
         for the avoidance of doubt, shall be taken to include the ratification
         of any breach of) all or any of the following:

             (i)  in Article 2, the definitions of ADR Depositary, ADR Holder,
                  the Special Share and the Special Shareholder:

            (ii)  this Article 7;

           (iii)  the last sentence in Article 8(B);

            (iv)  Article 50(D); and

             (v)  Article 51;

(b)      the creation or issue of any shares in the Company with voting rights
         attached, not being:

             (i)  shares comprised (or shares which would, following issue, be
                  comprised) in the relevant share capital (as defined in
                  Section 198(2) of the 1985 Act) of the Company; or

            (ii)  shares which do not (or shares which, following issue, would
                  not) constitute equity share capital (as defined in Section
                  744 of the 1985 Act) and which, when aggregated with all other
                  such shares, carry (or would, if in issue, carry) the right to
                  cast less than 15 per cent. of the maximum number of votes
                  capable of being cast on a poll on any

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                resolution at any general meeting of the Company (whether or not
                the votes could be cast on a poll in relation to all resolutions
                at all general meetings);

(c)      the variation of any voting rights attached to any shares in the
         Company (and, for the avoidance of doubt, the creation or issue of
         shares falling within sub-paragraphs (b)(i) or (ii) above shall not be
         regarded as a variation for the purposes of this sub-paragraph);

(d)      the giving by the Company of any consent or agreement to (including,
         without limitation, the casting of any vote in favour of) any
         amendment, removal or alteration of the effect of Article 7 of the
         Articles of Association of ScottishPower UK;

(e)      the giving by the Company of any consent or agreement to (including,
         without limitation, the casting of any vote in favour of) the creation
         or issue of any shares in the capital of ScottishPower UK other than an
         issue of such shares following which the Company will own the full
         legal and beneficial interest in, and control, shares in the capital of
         ScottishPower UK carrying at least 85 per cent. of the voting rights
         exercisable on a poll at general meetings of ScottishPower UK;

(f)      the disposal by the Company of any of the shares in ScottishPower UK
         held by it or of any rights or interests therein or the entering into
         by the Company of any agreement or arrangement with respect to, or to
         the exercise of any voting or other rights attaching to, such shares
         such that the Company would cease to own the full legal and beneficial
         interest in, and control, shares in the capital of ScottishPower UK
         carrying at least 85 per cent. of the voting rights exercisable on a
         poll at general meetings of ScottishPower UK. For the purposes of this
         paragraph, disposal shall include any sale, gift, lease, licence, loan,
         mortgage, charge or the grant of any other encumbrance or the
         permitting of any encumbrance to subsist (other than a floating charge
         over the whole of the Company's assets), or any other disposition to a
         third party;

(g)      the giving by the Company of any consent or agreement to (including,
         without limitation, the casting of any vote in favour of) any
         abrogation, variation, waiver or modification of any of the rights or
         privileges attaching to any shares of any class in ScottishPower UK
         such that the Company would cease to own the full legal and beneficial
         interest in, and control, shares in the capital of ScottishPower UK
         carrying at least 85 per cent. of the voting rights exercisable on a
         poll at general meetings of ScottishPower UK; and

(h)      without limitation to any of the foregoing, any act or omission to act
         by the Company or the Directors which results in the Company ceasing to
         own the full legal and beneficial interest in, and control, shares in
         the capital of ScottishPower UK carrying at least 85 per cent. of the
         voting rights exercisable on a poll at general meetings of
         ScottishPower UK.

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Entitlement to receive notice

7.(C)    The Special Shareholder shall be entitled to receive notice of, and to
attend and speak at, any general meeting or any separate meeting of the holders
of any class of shares, but the Special Share shall carry no right to vote nor
any other rights at any such meeting.

Participation in capital

7.(D)    In a distribution of capital in a winding up of the Company, the
Special Shareholder shall be entitled to repayment of the capital paid up or
treated for the purposes of the Statutes as paid up on the Special Share in
priority to any repayment of capital to any other member. The Special Share
shall confer no other right to participate in the capital, and no right to
participate in the profits, of the Company.

Redemption

7.(E)    The Special Shareholder may, after consulting the Company and subject
to the provisions of the Statutes, require the Company to redeem the Special
Share at par at any time by giving written notice to the Company at the office
and delivering the relevant share certificate to the office. Upon redemption of
the Special Share, the provisions of this Article shall cease to have effect.

Variation of Class Rights

Method of varying class rights

8.(A)    Whenever the share capital of the Company is divided into different
classes of shares, the special rights attached to any class may, subject to and
in accordance with the provisions of the Statutes, be varied or abrogated
either:

(a)      with the consent of the holders of not less than three-fourths of the
         issued shares of the class, which consent shall be by means of one or
         more instruments and/or contained in one or more electronic
         communications sent to such address (if any) as may for the time being
         be notified by or on behalf of the Company for that purpose or a
         combination of both; or

(b)      with the sanction of an extraordinary resolution passed at a separate
         general meeting of the holders of the shares of the class;

(but not otherwise) and may be so varied or abrogated either whilst the Company
is a going concern or during or in contemplation of a winding up. To every such
separate general meeting all the provisions of these Articles relating to
general meetings of the Company and to the proceedings thereat shall mutatis
mutandis apply, except that the necessary quorum shall be two members present in
person holding at least one-third in nominal amount of the issued shares of the
class (but so that, if at any adjourned meeting a quorum as above defined is not
present, any one holder of shares of the class present in person shall be a
quorum), that any holder of shares of the class present in person may demand a
poll and that every such holder shall on a poll have

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one vote for every share of the class held by him. The foregoing provisions of
this Article 8.(A) shall apply to the variation or abrogation of the special
rights attached to some only of the shares of any class as if the shares
concerned and the remaining shares of such class formed separate classes.

When class rights deemed to be varied

8.(B) For the purposes of this Article 8, whenever the share capital is divided
into different classes of shares, and unless otherwise expressly provided by the
rights attached to any share or class of shares, those rights shall be deemed to
be varied by:

(a)   the reduction of the capital paid up on that share or class of shares
      otherwise than by a purchase or redemption by the Company of its own
      shares; and

(b)   the allotment of another share ranking in priority for payment of a
      dividend or in respect of capital or which confers on its holder voting
      rights more favourable than those conferred by that share or class of
      shares,

but shall not be deemed to be varied by:

(c)   the creation or issue of another share ranking equally with, or subsequent
      to, that share or class of shares or by the purchase or redemption by the
      Company of its own shares; or

(d)   the Company permitting, in accordance with the Regulations, the holding of
      and transfer of title to shares of that or any other class in
      uncertificated form by means of a relevant system.

The rights of the Special Shareholder shall be deemed not to be varied except in
the circumstances described in Article 7.(B).

Alteration of Capital

Increase in capital

9.    The Company may from time to time by ordinary resolution increase its
capital by such sum to be divided into shares of such amounts as the resolution
shall prescribe.

New shares

10.   All new shares created by ordinary resolution pursuant to Articles 9 and
      11 shall be:

(a)   subject to the provisions of the Statutes and of these Articles with
      reference to allotment, payment of calls, lien, transfer, transmission,
      forfeiture; and

(b)   unclassified unless otherwise provided by these Articles, by the
      resolution creating the shares or by the terms of allotment of the shares.

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Alterations permitted by ordinary resolution

11.(A) The Company may by ordinary resolution:

(a)    consolidate and divide all or any of its share capital into shares of
       larger amount than its existing shares;

(b)    cancel any shares which, at the date of the passing of the resolution,
       have not been taken, or agreed to be taken, by any person and diminish
       the amount of its capital by the amount of the shares so cancelled;

(c)    sub-divide its shares, or any of them, into shares of smaller amount than
       is fixed by the Memorandum of Association (subject, nevertheless, to the
       provisions of the Statutes), and so that the resolution whereby any share
       is sub-divided may determine that, as between the holders of the shares
       resulting from such sub-division, one or more of the shares may, as
       compared with the others, have any such preferred, deferred or other
       special rights, or be subject to any such restrictions, as the Company
       has power to attach to unissued or new shares.

Fractions arising

11.(B) Whenever any fractions arise as a result of a consolidation or
sub-division of shares, the Directors may on behalf of the members deal with the
fractions as they think fit. In particular, without limitation, the Directors
may sell shares representing fractions to which any members would otherwise
become entitled to any person (including, subject to the provisions of the
Statutes, the Company) and distribute the net proceeds of sale in due proportion
among those members. Where the shares to be sold are held in certificated form
the Directors may authorise some person to execute an instrument of transfer of
the shares to, or in accordance with the directions of, the buyer. Where the
shares to be sold are held in uncertificated form, the Directors may do all acts
and things they consider necessary or expedient to effect the transfer of the
shares to, or in accordance with the directions of, the buyer. The buyer shall
not be bound to see to the application of the purchase moneys and his title to
the shares shall not be affected by any irregularity in, or invalidity of, the
proceedings in relation to the sale.

Power to purchase own shares

12.    Subject to and in accordance with the provisions of the Statutes, the
Company may purchase any of its own shares (including without limitation any
redeemable shares) but not unless the purchase has been sanctioned by an
extraordinary resolution passed at a separate meeting of the holders of any
class of convertible shares in the Company carrying rights to convert into
equity share capital of the Company.

Power to reduce capital

13.    Subject to and in accordance with the provisions of the Statutes and to
any rights attached to any shares, the Company may by special resolution reduce
its share

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capital or any capital redemption reserve, share premium account or other
undistributable reserve in any manner.

Shares

Allotment

14.    Subject to the provisions of the Statutes relating to authority,
pre-emption rights and otherwise, of any resolution of the Company in general
meeting passed pursuant thereto and of these Articles, all unissued shares in
the Company shall be at the disposal of the Directors and they may allot (with
or without conferring a right of renunciation), grant options over or otherwise
dispose of them to such persons, at such times and on such terms as they think
proper.

Commissions

15.    In addition to all other powers of paying commissions, the Company may
exercise the powers of paying commissions conferred by the Statutes to the full
extent thereby permitted. Any such commissions may be paid in cash or in fully
or partly paid shares of the Company, or partly in one way and partly in
another, as may be arranged. The Company may also on any issue of shares pay
such brokerage as may be lawful.

Renunciation

16.    The Directors may at any time after the allotment of any share but before
any person has been entered in the register of members as the holder, recognise
a renunciation thereof by the allottee in favour of some other person and may
accord to any allottee of a share a right to effect such renunciation upon and
subject to such terms and conditions as the Directors may think fit to impose.

Interests not recognised

17.(A) Except as required by law or by these Articles, the Company shall not be
bound by or compelled in any way to recognise (even when having notice thereof)
any equitable, contingent, future or partial interest in any share, or any
interest in any fractional part of a share, or (except only as by these Articles
or by law otherwise provided) any other right in respect of any share, except an
absolute right to the entirety thereof in the holder or, in the case of a share
warrant, in the bearer of the warrant for the time being.

Trusts may be recognised

17.(B) The Company shall be entitled, but except as required by law shall not be
bound, to recognise in such manner and to such extent as it may think fit any
trusts in respect of any of the shares of the Company. Notwithstanding any such
recognition, the Company shall not be bound to see to the execution,
administration or observance of any trust, whether express, implied or
constructive, in respect of any shares of the Company and shall be entitled to
recognise and give effect to the acts and deeds of the

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holders of such shares as if they were the absolute owners thereof. For the
purpose of this Article 17.(B), trust includes any right in respect of any
shares of the Company other than an absolute right thereto in the holder thereof
for the time being or such other rights in case of transmission thereof as are
mentioned in these Articles.

Issue of share warrants to bearer

18.(A) The Company may, with respect to any fully paid shares, issue a warrant
to bearer (hereinafter called a share warrant) stating that the bearer of the
warrant is entitled to the shares specified in it and may provide (by coupons or
otherwise) for the payment of future dividends on the shares included in a share
warrant. The Directors may decide, either generally or in any particular case or
cases, that any signature on a share warrant may be applied by mechanical means
or printed on it or that the share warrant need not be signed by any person.

Conditions of issue

18.(B) The powers referred to in Article 18.(A) may be exercised by the
Directors who may determine and vary the conditions upon which share warrants
shall be issued and in particular upon which:

(a)    a new share warrant or coupon will be issued in the place of one damaged,
       defaced, worn out or lost (provided that no new share warrant shall be
       issued to replace one that has been lost unless the Directors are
       satisfied beyond reasonable doubt that the original has been destroyed);

(b)    the bearer of a share warrant shall be entitled to attend and vote at
       general meetings;

(c)    dividends will be paid; and

(d)    a share warrant may be surrendered and the name of the holder entered in
       the register of members in respect of the shares specified in it.

Subject to such conditions and to these Articles, the bearer of a share warrant
shall be deemed to be a member for all purposes. The bearer of a share warrant
shall be subject to the conditions for the time being in force and applicable
thereto whether made before or after the issue of such share warrant.

No right in relation to share

18.(C) The Company shall not be bound or compelled in any way to recognise any
right in respect of the share represented by a share warrant other than the
bearer's absolute right to the share warrant.

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Certificates

Authentication and form of certificates

19.(A) Every certificate for shares, warrants, debentures or other securities of
the Company and every certificate relating to a participation in an employees'
share scheme shall (except to the extent that the terms and conditions for the
time being relating thereto otherwise provide) either (a) be issued under the
seal (or under a securities seal or, in the case of shares on a branch register,
an official seal for use in the relevant territory) or (b) bear the signature of
one Director or the Secretary or a person authorised to subscribe the
certificate on behalf of the Company or (c) both, provided that the Directors
may by resolution determine, either generally or in any particular case or
cases, that any such signature shall be affixed by some method or system of
mechanical signature. Every such Certificate shall specify the number and class
of shares, debentures or other securities to which it relates and the amount
paid up thereon. No certificate shall be issued representing shares, debentures
or other securities of more than one class. No certificate need be issued in
respect of shares, debentures or other securities held by a recognised clearing
house or a nominee of a recognised clearing house or of a recognised investment
exchange in respect of which the Company is not required by law to complete and
have ready for delivery a certificate.

Evidence of title to securities

19.(B) Nothing in these Articles shall require title to any securities of the
Company to be evidenced or transferred by an instrument, the regulations from
time to time made under the Statutes so permitting. The Directors shall have
power to implement any procedures as they may think fit and as may accord with
the Statutes and any regulations made thereunder for the recording and
transferring of title to securities and for the regulation of those procedures
and the persons responsible for or involved in their operation.

Members' rights to certificates

20.    Every member, on becoming the holder of any certificated share (except a
recognised person in respect of whom the Company is not required by law to
complete and have ready for delivery a certificate) shall be entitled, without
payment, to one certificate for all the certificated shares of each class held
by him (and, on transferring a part of his holding of certificated shares of any
class, to a certificate for the balance of his holding of certificated shares).
He may elect to receive one or more additional certificates for any of his
certificated shares if he pays for every certificate after the first a
reasonable sum determined from time to time by the board of Directors. Every
certificate shall:

(a)    be executed under the seal or otherwise in accordance with Article 125 or
       in such other manner as the Directors may approve; and

(b)    specify the number, class and distinguishing numbers (if any) of the
       shares to which it relates and the amount or respective amounts paid up
       on the shares.

                                                                         Page 15

<PAGE>

The Company shall not be bound to issue more than one certificate for
certificated shares held jointly by more than one person and delivery of a
certificate to one joint holder shall be a sufficient delivery to all of them.
Shares of different classes may not be included in the same certificate.

Transfer of a part

21.    Where a member transfers some only of the shares comprised in a share
certificate the old certificate shall be cancelled and a new certificate for the
balance of such shares issued in lieu without charge.

Cancellation and replacement of certificates

22.(a) Any two or more certificates representing shares of any one class held by
       any member may, at his request, be cancelled and a single new certificate
       for all such shares issued in lieu at a reasonable charge.

(b)    If any member shall surrender for cancellation a share certificate
       representing shares held by him and request the Company to issue in lieu
       two or more share certificates representing such shares in such
       proportions as he may specify, the Directors may, if they think fit,
       comply with such request at a reasonable charge.

(c)    If a share certificate shall be damaged, defaced, worn out, or alleged to
       have been lost, stolen or destroyed, it may be replaced by a new
       certificate on request subject to (in the case of damage, defacement or
       wearing out) delivery up of the certificate or (if alleged to have been
       lost, stolen or destroyed) compliance with such conditions (if any) as to
       evidence and indemnity as the Directors think fit. Any such replacement
       certificate shall be issued without charge save that, in the case of
       alleged loss, theft or destruction, the person to whom a new certificate
       is issued shall pay to the Company any exceptional out of pocket expenses
       incidental to the investigation of evidence of loss, theft or destruction
       and the preparation of the requisite form of indemnity as aforesaid.

(d)    In the case of shares held jointly by several persons any such request
       may be made by any one of the joint holders.

Calls on Shares

Power to make calls

23.    The Directors may, from time to time, make calls upon the members in
respect of any moneys unpaid on their shares (whether on account of the nominal
value of the shares or by way of premium) and not by the terms of issue thereof
made payable at fixed times. Each member shall (subject to receiving at least
fourteen days' notice specifying the time or times and place of payment) pay to
the Company, at the time or times and place so specified, the amount called on
his shares. A call may be required to be paid in instalments and may be either
revoked or postponed by the Directors in whole or in part at any time before
receipt by the Company of a sum due thereunder.

                                                                         Page 16

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A person upon whom a call is made shall remain liable for calls made upon him
notwithstanding the subsequent transfer of the shares in respect of which the
call was made.

Time when call made

24.    A call shall be deemed to have been made at the time when the resolution
of the Directors authorising the call was passed.

Liability of and receipts by joint holders

25.    The joint holders of a share shall be jointly and severally liable to pay
all calls in respect thereof and any one of such persons may give an effectual
receipt for any return of capital payable in respect of such share.

Interest payable

26.    If a sum called in respect of a share is not paid in whole or in part
before or on the day appointed for payment thereof, the person from whom the sum
is due shall pay interest on the sum from the day appointed for payment thereof
to the time of actual payment at the rate fixed by the terms of the allotment of
the share or in the notice of the call or, if no rate is fixed, the rate
determined by the Directors, not exceeding 15 per cent. per annum or, if higher,
the appropriate rate (as defined in the 1985 Act), and all expenses that may
have been incurred by the Company by reason of such non-payment, but the
Directors shall be at liberty, in any case or cases, to waive payment of such
interest and expenses, wholly or in part. No dividend, or other payment or
distribution, in respect of any such share shall be paid or distributed and no
other rights, which would otherwise normally be exercisable in accordance with
these Articles by a holder of fully paid shares, may be exercised by the holder
of any share so long as any such amount, or any interest, costs, charges or
expenses payable in accordance with this Article 26 in relation thereto, remains
unpaid.

Deemed calls

27.    Any sum (whether on account of the nominal value of the share or by way
of premium) which by the terms of issue of a share becomes payable upon
allotment or at any fixed date shall, for the purposes of these Articles, be
deemed to be a call duly made and payable on the date on which, by the terms of
issue, the same becomes payable. In the case of non-payment, all the relevant
provisions of these Articles as to payment of interest and expenses, forfeiture
or otherwise shall apply as if such sum had become due and payable by virtue of
a call duly made and notified.

Differentiation in calls

28.    The Directors may, subject to the terms of the allotment, make
arrangements on the issue of shares to differentiate between the allottees or
holders as to the amount of calls to be paid and the times of payment.

                                                                         Page 17

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Payments of calls in advance

29     The Directors may, if they think fit, receive from any member willing to
advance the same all or any part of the moneys (whether on account of the
nominal value of the shares or by way of premium) uncalled and unpaid upon the
shares held by him, and such payment in advance of calls shall extinguish pro
tanto the liability upon the shares in respect of which it is made. The Company
may pay interest upon the moneys so received (until and to the extent that the
same would but for such advance become payable) at such rate not exceeding
(unless the Company by ordinary resolution otherwise directs) 15 per cent. per
annum or, if higher, the appropriate rate (as defined in the 1985 Act) as the
member paying such sum and the Directors agree upon. No sum paid up in advance
of calls shall entitle the holder of a share in respect thereof to any portion
of a dividend, or other payment or distribution, subsequently declared in
respect of any period prior to the date upon which such sum would, but for such
payment, become payable.

Forfeiture, Surrender and Lien

Notice requiring payment of call on default

30.    If a member fails to pay the whole or any part of any call or instalment
of a call on or before the day appointed for payment thereof, the Directors may,
at any time thereafter, send a notice to him requiring payment of so much of the
call or instalment as is unpaid together with any accrued interest and any
costs, charges and expenses incurred by the Company by reason of such
non-payment.

Content of notice

31.    The notice shall name a further day (not being less than fourteen days
from the date of sending the notice) on or before which, and the place where,
the payment required by the notice is to be made and shall state that, in the
event of non-payment in accordance therewith, the shares on which the call was
made will be liable to be forfeited.

Forfeiture for non-compliance

32.    If the requirements of any such notice as aforesaid are not complied
with, any share in respect of which such notice has been given may, at any time
thereafter, before payment of all calls, interest, costs, charges and expenses
due in respect thereof has been received by the Company, be forfeited by a
resolution of the Directors to that effect. Such forfeiture shall include all
dividends, and other payments or distributions, declared in respect of the
forfeited share and not actually paid or distributed before forfeiture. The
Directors may accept a surrender of any share liable to be forfeited hereunder.

Notice of forfeiture

33.    When any share has been forfeited in accordance with these Articles,
notice of the forfeiture shall forthwith be sent to the holder of the share, or
the person entitled to

                                                                         Page 18

<PAGE>

the share by transmission as the case may be, and an entry of such notice having
been sent, and of the forfeiture with the date thereof, shall forthwith be made
in the register of members opposite to the entry of the share but no forfeiture
shall be, in any manner, invalidated by any omission or neglect to send such
notice or to make such entry as aforesaid.

Annulment of forfeiture

34.    Notwithstanding any such forfeiture or surrender as aforesaid, the
Directors may, at any time before the forfeited or surrendered share has been
otherwise disposed of, annul the forfeiture or surrender upon the terms of
payment of all calls and interest due upon and expenses incurred in connection
with the call and forfeiture proceedings and upon any further or other terms
they may think fit.

Sale of forfeited shares

35.    A share so forfeited or surrendered shall become the property of the
Company and may (subject to and in accordance with the provisions of the
Statutes) be sold, re-allotted or otherwise disposed of, either to the person
who was, before such forfeiture or surrender, the holder thereof or entitled
thereto or to any other person upon such terms and in such manner as the
Directors shall think fit and whether with or without all or any part of the
amount previously paid on the share being credited as paid. Where, for the
purposes of its disposal, a forfeited share held in certificated form is to be
transferred to any person, the Directors may authorise any person to execute an
instrument of transfer of the share to that person. Where, for the purpose of
its disposal, a forfeited share held in uncertificated form is to be transferred
to any person, the Directors may exercise any of the Company's powers under
Article 6.(D). The Company may receive the consideration given for the share on
its disposal and may register the transferee as holder of the share.

Extinction of rights

36.    A person, all or any of whose shares have been forfeited or surrendered,
shall cease to be a member in respect of the forfeited or surrendered shares and
shall, if the share is a certificated share, surrender the certificate for any
share forfeited or surrendered to the Company for cancellation. Such person
shall remain liable to pay to the Company all moneys which, at the date of
forfeiture or surrender, were presently payable by him to the Company in respect
of the shares, with interest thereon the rate at which interest was payable on
those moneys before the forfeiture or surrender or, if no interest was payable,
at the rate determined by the Directors, not exceeding 15 per cent. per annum
or, if higher, the appropriate rate (as defined in the 1985 Act), from the date
of forfeiture or surrender until payment but the Directors may waive payment of
such interest either wholly or in part and the Directors may enforce payment
without any allowance for the value of the shares at the time of forfeiture or
surrender.

                                                                         Page 19

<PAGE>

Company to have lien on shares

37.    The Company shall have a first and paramount lien on every share (not
being a fully paid share) for all moneys (whether presently payable or not)
called or payable at a fixed time in respect of such share. The Company shall
also, insofar as is permitted by the Statutes, have a first and paramount lien
on all shares (other than fully paid shares) standing registered in the name of
a single member for all the debts and liabilities of such member, or his estate,
to the Company. The lien shall apply (a) notwithstanding that those debts and
liabilities have been incurred before or after notice to the Company of any
equitable or other interest of any person other than such member; (b) whether or
not the period for the payment or discharge of the same shall have actually
arrived; and (c) notwithstanding that the same are joint debts or liabilities of
such member, or his estate, and any other person, whether a member of the
Company or not. The Company's lien (if any) on a share shall extend to all
dividends and other payments or distributions payable or distributable thereon
or in respect thereof. The Directors may waive any lien which has arisen and may
declare any share to be exempt, wholly or partially, from the provisions of this
Article 37.

Enforcement of lien by sale

38.    The Company may sell, in such manner as the Directors think fit, any
share on which the Company has a lien, but no sale shall be made unless some
sum, in respect of which the lien exists, is presently payable nor until the
expiration of fourteen days after a notice stating and demanding payment of the
sum presently payable, and sending notice of the intention to sell in default,
shall have been sent to the holder for the time being of the share or the person
entitled thereto by reason of a transmission event. To give effect to that sale
the Directors may, if the share is a certificated share, authorise any person to
execute an instrument of transfer in respect of the share sold to, or in
accordance with the directions of, the buyer. If the share is an uncertificated
share, the Directors may exercise any of the Company's powers under Article
6.(D) to effect the sale of the share to, or in accordance with the directions
of, the buyer. The buyer shall not be bound to see to the application of the
purchase money and his title to the share shall not be affected by any
irregularity in or invalidity of the proceedings in relation to the sale.

Application of proceeds

39.    The net proceeds of such sale, after payment of the costs of such sale,
shall be applied in or towards payment or satisfaction of the debts or
liabilities in respect whereof the lien exists, so far as the same are presently
payable, and any residue shall (if the share sold is a certificated share, on
surrender to the Company for cancellation of the certificate in respect of the
share sold and, whether the share sold is a certificated or uncertificated
share, subject to a like lien for debts or liabilities not presently payable as
existed upon the shares prior to the sale) be paid to the person entitled to the
shares at the time of the sale.

                                                                         Page 20

<PAGE>

Giving effect to the sale

40. A statutory declaration contained in an instrument that the declarant is a
Director or the Secretary of the Company and that a share has been duly
forfeited or surrendered or sold to satisfy a lien of the Company on a date
stated in the declaration shall be conclusive evidence of the facts therein
stated as against all persons claiming to be entitled to the share. Such
declaration, and the receipt of the Company for the consideration (if any) given
for the share on the sale, re-allotment or disposal thereof together with, in
relation to certificated shares, the share certificate delivered to a purchaser
or allottee thereof, shall (subject if necessary to the execution of an
instrument of transfer or transfer by means of a relevant system, as the case
may be) constitute a good title to the share and the person to whom the share is
sold, re-allotted or disposed of shall be registered as the holder of the share,
and shall not be bound to see to the application of the purchase money (if any),
nor shall his title to the share be affected by any irregularity or invalidity
in the proceedings in reference to the forfeiture, surrender, sale, re-allotment
or disposal of the share, and the remedy of any person aggrieved in respect
thereof shall be in damages only and against the Company exclusively.

Transfer of Shares

Form and execution of transfers

41. Except as may be provided by any procedures implemented pursuant to Article
19.(B), all transfers of certificated shares shall be effected by an instrument
in any usual or common form, or in any other form acceptable to the Directors.
The instrument of transfer shall be executed by, or on behalf of, the transferor
and (except in the case of fully paid shares) by, or on behalf of, the
transferee. The transferor shall be deemed to remain the holder of the shares
concerned until the name of the transferee is entered in the register of members
in respect thereof. All transfers of uncertificated shares shall be effected in
accordance with the Regulations.

Suspension of registration

42. The registration of transfers may be suspended and the register of members
closed, at such times and for such period as the Directors may from time to time
determine and either generally or in respect of any class of shares provided
that the register of members shall not be closed for more than thirty days in
any year, except that the Directors may not suspend the registration of
transfers of any participating security without the consent of the Operator of
the relevant system.

Refusal to register

43. The Directors may, in their absolute discretion and without assigning any
reason therefor, decline to register any transfer of a certificated share which
is not a fully paid share, provided that the refusal does not prevent dealings
in the shares in the Company from taking place on an open and proper basis.

                                                                         Page 21

<PAGE>

Requirements for registration of transfer

44.(A) The Directors may, in their absolute discretion and without assigning any
reason therefor, decline to register the transfer of a certificated share unless
the instrument of transfer (a) is in respect of only one class of share; (b) is
duly stamped, or adjudged or certified as not chargeable to stamp duty, and is
deposited at the transfer office, or at such other place as the Directors may
from time to time determine, accompanied by the relevant share certificate(s)
and such other evidence as the Directors may reasonably require to show the
right of the transferor to make the transfer (and, if the instrument of transfer
is executed by some other person on his behalf the authority of that person so
to do); and (c) is in favour of not more than four transferees jointly. In the
case of a transfer by a recognised clearing house or a nominee of a recognised
clearing house or of a recognised investment exchange, the
lodgment of share certificates will only be necessary if, and to the extent
that, certificates have been issued in respect of the shares in question.

Notice of refusal to register

44.(B) If the Directors refuse to register a transfer of a share, they shall
send the transferee notice of their refusal within two months after the date on
which the instrument of transfer was lodged with the Company or the
Operator-instruction was received, as the case may be.

Retention of transfers

45.    All instruments of transfer which are registered may be retained by the
Company, but any instrument of transfer which the Directors refuse to register
shall (except in the case of fraud) be returned to the person lodging it when
notice of refusal is given.

No fee payable for registration of transfers

46.    No fee will be charged by the Company in respect of the registration of
any instrument of transfer, confirmation, probate, letters of administration,
certificate of marriage or death, power of attorney or other document relating
to or affecting the title to any shares or otherwise for making any entry in the
register of members affecting the title to any shares.

Renunciations recognised and new transfer procedures

47.    Nothing in these Articles shall preclude the Directors:

(a)    from recognising a renunciation of the allotment of any share by the
       allottee in favour of some other person; or

(b)    if empowered by these Articles to authorise any person to execute an
       instrument of transfer of a share, from authorising any person to
       transfer that share in accordance with any procedures implemented
       pursuant to Article 19.(B).

                                                                         Page 22

<PAGE>

Destruction of Documents

Permitted times for destruction

48.(A) The Company shall be entitled to destroy:

(a)    all share certificates which have been cancelled at any time after the
       expiration of one year from the date of such cancellation;

(b)    all notifications of change of name and address and all dividend mandates
       which have been cancelled or have ceased to have effect at any time after
       the expiration of two years from the date of the recording of such
       notification or, as the case may be, the date of such cancellation or
       cessation;

(c)    all instruments of transfer of shares which have been registered at any
       time after the expiration of six years from the date of registration
       thereof;

(d)    all paid dividend warrants and cheques at any time after the expiration
       of two years from the date of actual payment;

(e)    all proxy appointments which have been used for the purpose of a poll at
       any time after the expiration of one year from the date of use;

(f)    all proxy appointments which have not been used for the purpose of a poll
       at any time after one month from the end of the meeting to which the
       proxy appointments relate and at which no poll was demanded; and

(g)    any other documents on the basis of which any entry in the register of
       members has been made at any time after the expiration of six years from
       the date of the first entry in the register of members in respect
       thereof.

Presumptions as to validity

48.(B) It shall conclusively be presumed in favour of the Company that (a) every
entry in the register of members purporting to have been made on the basis of an
instrument of transfer or other document so destroyed was duly and properly
made; (b) that every instrument of transfer so destroyed was a valid and
effective instrument duly and properly registered; (c) every share certificate
so destroyed was a valid and effective document duly and properly cancelled; and
(d) every other document hereinbefore mentioned so destroyed was a valid and
effective document in accordance with the recorded particulars thereof in the
books or records of the Company.

Provided always that:

(i)    the provisions aforesaid shall apply only to the destruction of a
       document in good faith and without express notice of any claim
       (regardless of the parties thereto) to which the document might be
       relevant;

                                                                         Page 23

<PAGE>

(ii)   nothing herein contained shall be construed as imposing upon the Company
       any liability in respect of the destruction of any such document earlier
       than as aforesaid, or in any other circumstances, which would not attach
       to the Company in the absence of this Article 48;

(iii)  references herein to the destruction of any document include references
       to the disposal thereof in any manner.

Transmission of Shares

Transmission

49.(A) In case of the death of a member, the survivors or survivor where the
deceased was a joint holder, or the executors or administrators of the deceased
where he was a sole or only surviving holder, shall be the only persons
recognised by the Company as
having any title to his interest in the shares, but nothing in this Article 49
shall release the estate of a deceased holder (whether sole or joint) from any
liability in respect of any share solely or jointly held by him.

Registration on death, bankruptcy, etc.

49.(B) Subject to the provisions of Article 49.(A), any person becoming entitled
to a share in consequence of a transmission event may (subject as hereinafter
provided), upon such evidence being produced as may from time to time properly
be required by the Directors, elect either to become the holder of the share or
to have another person nominated by him registered as the transferee. The
Directors shall, in any case, have the same right to decline or suspend
registration as they would have had in the case of a transfer of the share by
that member before the occurrence of the transmission event.

Elections required

49.(C) If a person becoming entitled by transmission to a share elects to become
the holder he shall send notice to the Company to that effect. If he elects to
have another person registered and the share is a certificated share, he shall
execute an instrument of transfer of the share to that person. If he elects to
have himself or another person registered and the share is an uncertificated
share, he shall take any action the Directors may require (including without
limitation the execution of any document and the giving of any instruction by
means of a relevant system) to enable himself or that person to be registered as
the holder of the share. All the limitations, restrictions and provisions of
these Articles relating to the right to transfer and the registration of
transfers of shares shall be applicable to any such notice or transfer as
aforesaid as if the transmission event as aforesaid, had not occurred and the
notice or transfer were a transfer signed by that member. The Directors may at
any time send a notice requiring a person becoming entitled to a share on a
transmission event to elect to be registered himself or to transfer the share
and, if the notice is not complied with within sixty days, the Directors may
withhold payment of all dividends and other moneys payable in respect of the
share until the requirements of the notice have been complied with.

                                                                         Page 24

<PAGE>

Rights of persons entitled by transmission

49.(D) Save as otherwise provided by or in accordance with these Articles, a
person becoming entitled to a registered share in consequence of a transmission
event (upon supplying to the Company such evidence as the Directors may
reasonably require to show his title to the share) shall be entitled to the same
dividends and other advantages as those to which he would be entitled if he were
the holder of the share. That person may give a discharge for all dividends and
other moneys payable in respect of the share, but he shall not, before being
registered as the holder of the share, be entitled (except with the authority of
the Directors) to receive notices of or to attend or vote at meetings of the
Company, or (save as aforesaid) to any of the rights or privileges of a member,
unless and until he shall have become a member in respect of the share.

Disclosure of Interests in Shares

Interpretation of and definitions for Article 50

50.(A) For the purposes of this Article 50:

(a)    a person other than the member holding a share shall be treated as
       appearing to be interested in that share if the member has informed the
       Company that the person is, or may be, so interested, or if the Company
       (after taking account of any information obtained from the member or,
       pursuant to a Section 212 notice, from anyone else) knows or has
       reasonable cause to believe that the person is, or may be, so interested;

(b)    interested shall be construed as it is for the purpose of Section 212 of
       the 1985 Act;

(c)    reference to a person having failed to give the Company the information
       required by a notice, or being in default as regards supplying such
       information, includes (i) reference to his having failed or refused to
       give all or any part of it and (ii) reference to his having given
       information which he knows to be false in a material particular or having
       recklessly given information which is false in a material particular;

(d)    the prescribed period means fourteen days;

(e)    an approved transfer means, in relation to any shares held by a member:

            (i)   a transfer by way of or pursuant to acceptance of a take-over
                  offer for the Company (within the meaning of Section 428(1) of
                  the 1985 Act); or

            (ii)  a transfer in consequence of a sale made through a recognised
                  investment exchange or recognised clearing house or any other
                  stock exchange or market outside the United Kingdom on which
                  the Company's shares are normally traded; or

                                                                         Page 25

<PAGE>

       (iii) a transfer which is shown to the satisfaction of the Directors to
             be made in consequence of a bona fide sale of the whole of the
             beneficial interest in the shares to a person who is unconnected
             with the member and with any other person appearing to be
             interested in the shares.

Disenfranchisement

50.(B) If a member, or any other person appearing to be interested in shares
held by that member, has been sent a notice under Section 212 of the 1985 Act
and has failed in relation to any shares (the default shares, which expression
shall include any further shares which are allotted or issued in respect of such
shares) to give the Company the information thereby required within the
prescribed period from the date of sending the notice, then the Directors may,
in their absolute discretion at any time thereafter, by
notice (a direction notice) to such member (which shall be conclusive against
such member and its validity shall not be questioned by any person) direct, with
effect from sending the notice (and subject to Article 50.(D)), that:

(a)    the member shall not be entitled in respect of the default shares to
       attend or vote (either in person or by proxy or (if the member is a
       corporation) by authorised representative) at any general meeting or at
       any separate meeting of the holders of that class of shares or on a poll;
       and

(b)    where the default shares represent 0.25 per cent. or more in nominal
       value of the issued shares of their class:

             (i)  no payment shall be made by way of dividend and no share shall
                  be allotted pursuant to Article 141 below;

             (ii) no transfer of any shares held by the member shall be
                  registered unless:

                  (aa) the member is not himself in default as regards supplying
                       the information required and the member provides evidence
                       to the satisfaction of the Directors that no person in
                       default as regards supplying such information is
                       interested in any of the shares which are the subject of
                       the transfer;

                  (bb) the transfer is an approved transfer; or

                  (cc) registration of the transfer is required by the
                       Regulations.

Sending notices to non-members

50.(C) The Company shall send to each other person appearing to be interested in
the shares which are the subject of a direction notice, a copy of such notice at
the same time as the notice is sent to the relevant member, but the failure or
omission to do so, or the non-receipt by that person of the copy, shall not
invalidate or otherwise affect the application of Article 50.(B).

                                                                         Page 26

<PAGE>

Sending notices to an ADR Depositary

50.(D) Where the member to whom the notice under Section 212 of the 1985 Act is
sent is an ADR Depositary acting in its capacity as such:

(a)    the obligations of the ADR Depositary as a member pursuant to the
       preceding provisions of this Article 50 shall be limited to disclosing to
       the Company such information relating to the shares in question as has in
       each such case been recorded pursuant to the terms of any agreement
       entered into between the ADR Depositary and the Company, provided that
       nothing in this Article 50.(D) shall in any other way restrict the powers
       of the Directors under this Article 50; and

(b)    the sanctions under Article 50.(B) and the directions contained in any
       direction notice sent under Article 50.(B) shall not be effective unless
       the relevant direction notice sent to the ADR Depositary states that a
       specified ADR Holder or Holders, as the case may be, is or are believed
       to be interested in a specified number of shares, and that those shares
       are default shares (as defined in Article 50.(B) above).

Cessation of disenfranchisement

50.(E) The sanctions under Article 50.(B) above shall have effect for so long as
the default in respect of which the direction notice was issued continues and
shall cease to have effect:

(a)    if the shares are transferred by means of an approved transfer; or

(b)    when the Directors are satisfied that the information required by the
       notice mentioned in that Article has been received in writing by the
       Company (such determination to be made within a period of one week of the
       default being duly remedied with written notice thereof being sent
       forthwith to the member).

The Directors may at any time send notice cancelling a direction notice.

Conversion of uncertificated shares

50.(F) The Company may exercise any of its powers under Article 6.(D) in respect
of any default share that is held in uncertificated form.

Limitations on Shareholdings

Limitation to less than 15% of voting capital

51.(A) The purpose of this Article 51 is to prevent any person (other than a
Permitted Person as defined in paragraph (d) of Article 51.(B)) directly or
indirectly owning or controlling the right to cast on a poll 15 per cent. or
more of the votes at general meetings of the Company.

                                                                         Page 27

<PAGE>

Definitions for Article 51

51.(B) In this Article 51:

(a)    Additional Interest means any such interest as is referred to in
       sub-paragraphs (b)(ii) and (b)(iii) below;

(b)    interest, in relation to shares, means:

            (i)   any interest which would be taken into account in determining
                  for the purposes of Part VI of the Original Act whether a
                  person has a notifiable interest (including any interest which
                  he would be taken as having for those purposes);

            (ii)  any interest mentioned in Section 209(1)(a), (b), (d) or (e)
                  of the Original Act (except that of a simple trustee under the
                  law of Scotland and of a bare or custodian trustee under the
                  laws of England and Wales); and

            (iii) any interest mentioned in Section 208(4)(b) of the Original
                  Act (but on the basis that the entitlement there referred to
                  could arise under an agreement within the meaning of Section
                  204(5) and (6) of the Original Act),

       and interested shall be construed accordingly;

(c)    the Original Act means the Companies Act 1985 as in force at 29 May 1991
       and notwithstanding any repeal, modification or re-enactment thereof
       after that date (including for the avoidance of doubt, any amendment,
       replacement or repeal by regulations made pursuant to Section 210A of
       that 1985 Act to the definition of relevant share capital in Section
       198(2) or to the provisions as to what is taken to be an interest in
       shares in Section 208 or as to what interests are to be disregarded in
       Section 209 or the percentage giving rise to a notifiable interest in
       Section 199(2));

(d)    Permitted Person means:

            (i)   an ADR Depositary, acting in his capacity as such;

            (ii)  a recognised clearing house or a nominee of a recognised
                  clearing house or of a recognised investment exchange, acting
                  in its capacity as such;

            (iii) the chairman of a meeting of the Company or of a meeting of
                  the holders of Relevant Share Capital or of any class thereof
                  when exercising the voting rights conferred on him under
                  Article 51.(H);

            (iv)  a trustee (acting in that capacity) of any employees' share
                  scheme of the Company;

                                                                         Page 28

<PAGE>

       (v)     the Crown or one of Her Majesty's Secretaries of State, another
               Minister of the Crown, the Solicitor for the affairs of Her
               Majesty's Treasury and any other person acting on behalf of the
               Crown;

       (vi)    any person who has an interest but who, if the nature of his
               interest were governed by the law of Scotland, would in the
               opinion of the Directors be regarded as a simple trustee of that
               interest but in respect of that interest only;

       (vii)   an underwriter or sub-underwriter in respect of interests in
               shares which exist only by virtue of a contingent obligation to
               purchase or subscribe for such shares pursuant to an underwriting
               or sub-underwriting agreement approved by the Directors or during
               the period from the date or last date of execution of the
               relevant underwriting or sub-underwriting agreement until such
               date as is six months following the date on which the contingent
               obligation becomes unconditional, in respect of interests in
               shares purchased or subscribed for by it pursuant to such an
               obligation;

       (viii)  any other person who (pursuant to arrangements approved by the
               Directors) subscribes for or otherwise acquires Relevant Share
               Capital (or interests therein) which has been allotted or issued
               with a view to that person (or purchasers from that person)
               offering the same to the public, for a period not exceeding six
               months from the date of the relevant allotment or issue (and in
               respect only of the shares so subscribed for or otherwise
               acquired);

       (ix)    Japan Securities Clearing Corporation and/or its nominee acting
               in its capacity as a clearing house in respect of dealings on the
               Tokyo Stock Exchange;

       (x)     Depository Trust Company and/or its nominee acting in the
               capacity of a clearing agency in respect of dealings in American
               depositary receipts;

       (xi)    any person who has an interest, and who shows to the satisfaction
               of the Directors that he has it, by virtue only of being entitled
               to exercise or control the exercise (within the meaning of
               Section 203(4) of the Original Act) of one-third or more of the
               voting rights at general meetings of a company which is a
               Permitted Person within (i) to (x) above; or

       (xii)   a CREST member acting as trustee of shares in respect of which no
               other person (other than a Permitted Person) is or becomes a
               Relevant Person (including, without limitation, by virtue of
               being deemed to be one).

(e)    Relevant Person means any person (whether or not identified) who has, or
       who appears to the Directors to have, an interest in shares which carry
       the right

                                                                         Page 29

<PAGE>

      to cast 15 per cent. or more of the total votes attaching to Relevant
      Share Capital of all classes (taken as a whole) and capable of being cast
      on a poll, or who is deemed for the purposes of this Article 51 to be a
      Relevant Person;

(f)   Relevant Share Capital means the relevant share capital (as defined in
      Section 198(2) of the Original Act) of the Company;

(g)   Relevant Shares means all shares comprised in the Relevant Share Capital
      in which a Relevant Person has, or appears to the Directors to have, an
      interest or which are deemed for the purposes of this Article 51 to be
      Relevant Shares; and

(h)   Required Disposal means a disposal or disposals of such a number of
      Relevant Shares or interests therein as will cause a Relevant Person to
      cease to be a Relevant Person, not being a disposal to another Relevant
      Person (other than a Permitted Person) or a disposal which constitutes any
      other person (other than a Permitted Person) a Relevant Person; and, for
      the purposes of this Article 51, where the Directors resolve that they
      have made reasonable enquiries and that they are unable to determine:

            (i)  whether or not a particular person has an interest in any
                 particular shares comprised in Relevant Share Capital, or

            (ii) who is interested in any particular shares so comprised,

      the shares concerned shall be deemed to be Relevant Shares and all
      persons interested in them to be Relevant Persons.

Extension of statutory disclosure requirements

51.(C) Subject to Articles 51.(D), (N), (O) and (P) below and without prejudice
to Article 50, the provisions of Part VI of the Original Act shall apply in
relation to the Company as if those provisions extended to Additional Interests
and accordingly the rights and obligations arising under that Part shall apply
in relation to the Company, its members and all persons interested in Relevant
Share Capital, as extended by this Article 51.(C); but so that Additional
Interests shall, when disclosed to the Company, be entered in a separate
register kept by the Company for that purpose. The rights and obligations
created by this Article 51.(C) in respect of interests in shares (including, but
not limited to, Additional Interests) are in addition to and separate from those
arising under Part VI of the 1985 Act.

Non-application of criminal sanctions

51.(D) Sections 210(3) to (6), 211(10), 213(3) (so far as it relates to Section
211(10)). 214(5), 215(8), 216(1) to (4), 217(7), 218(3), 219(3) and (4), 454,
455, 732 and 733 of the Original Act shall not apply in respect of Additional
Interests.

                                                                         Page 30

<PAGE>

Disposal notices

51.(E) If, to the knowledge of the Directors, any person other than a Permitted
Person is or becomes a Relevant Person (including, without limitation, by virtue
of being deemed to be one), the Directors shall send a notice to all persons
(other than persons referred to in Article 51.(J) below) who appear to the
Directors to have interests in the Relevant Shares and, if different, to the
holders of those shares. The notice shall set out the restrictions referred to
in Article 51.(H) below and call for a Required Disposal to be made within 21
days of the sending of the notice to the holder or such longer period as the
Directors consider reasonable. If the Relevant Shares are held by an ADR
Depositary, the notice shall state that:

(a)    a specified ADR Holder or Holders (the Relevant ADR Holder(s)) is or are
       believed or deemed to be a Relevant Person or Persons or is or are a
       person or persons through whom a Relevant Person or Persons is or are
       believed or deemed to be interested in shares of the Company, in either
       case as specified in the notice; and

(b)    the Directors believe that each Relevant ADR Holder or the Relevant
       Person or Persons believed or deemed to have interests through such
       Relevant ADR Holder, as the case may be, is or are deemed to be
       interested in a specified number of shares.

The Directors may extend the period in which any such notice is required to be
complied with and may withdraw any such notice (whether before or after the
expiration of the period referred to) if it appears to them that there is no
Relevant Person in relation to the shares concerned. After the sending of such a
notice, and save for the purpose of a Required Disposal under this Article
51.(E) or Article 51.(F), no transfer of any of the Relevant Shares may be
registered until either the notice is withdrawn or a Required Disposal has been
made to the satisfaction of the Directors and registered.

Disposal by Directors if non-compliance

51.(F) If a notice sent under Article 51.(E) has not been complied with in all
respects to the satisfaction of the Directors and has not been withdrawn, the
Directors shall, so far as they are able, make a Required Disposal (or procure
that a Required Disposal is made) and shall, by means of an instrument, send a
notice of the disposal to those persons to whom the notice was sent. The
Relevant Person(s) and the holder(s) of the shares duly disposed of shall be
deemed to have irrevocably and unconditionally authorised the Directors to make
such Required Disposal. The manner, timing and terms of any such Required
Disposal made or sought to be made by the Directors (including but not limited
to the price or prices at which the same is made and the extent to which
assurance is obtained that no transferee, except a Permitted Person, is or would
become a Relevant Person) shall be such as the Directors determine, based on
advice from bankers, brokers or other appropriate persons consulted by them for
the purpose, to be reasonably practicable having regard to all the
circumstances, including but not limited to the number of shares to be disposed
of and the

                                                                         Page 31

<PAGE>

requirement that the disposal be made without delay and the Directors shall not
be liable to any person for any of the consequences of reliance on such advice.
If, in relation to a Required Disposal to be made by the Directors, Relevant
Shares are held by more than one holder (treating joint holders of any Relevant
Shares as a single holder) the Directors shall cause as nearly as practicable
the same proportion of each holding (so far as known to them) of the Relevant
Shares to be sold.

Disposal procedure and application of proceeds

51.(G) For the purpose of effecting any Required Disposal, the Directors may
authorise in writing any officer or employee of the Company to execute any
necessary transfer on behalf of any holder and may enter the name of the
transferee in the register of members in respect of the transferred shares,
notwithstanding the absence of any share certificate, and may issue a new
certificate to the transferee and an instrument of transfer executed by such
person shall be as effective as if it had been executed by the holder of the
transferred shares and the title of the transferee shall not be affected by any
irregularity or invalidity in the proceedings relating thereto. The net proceeds
of the disposal shall be received by the Company whose receipt shall be a good
discharge for the purchase money, and shall be paid (without any interest being
payable in respect of it and after deduction of any expenses incurred by the
Directors in the sale) to the former holder (or, in the case of joint holders,
the first of them named in the register of members) upon surrender by him or on
his behalf of any certificate in respect of the Relevant Shares sold and
formerly held by him and, if appropriate, a new certificate in respect of the
balance of the Relevant Shares of which he is the holder shall be sent to him at
the same time.

Suspension of rights

51.(H) A holder of a Relevant Share to whom a notice has been sent under (and
complying with) Article 51.(E) above shall not in respect of that share be
entitled, until such time as the notice has been complied with to the
satisfaction of the Directors or withdrawn, to attend or vote at any general
meeting of the Company or meeting of the holders of Relevant Share Capital or of
any class thereof, or to exercise any other right conferred by membership in
relation to any such meeting; and the rights to attend (whether in person or by
proxy or (in the case of a corporation) by authorised representative) to speak
and to demand and vote on a poll which would have attached to the Relevant
Share, had it not been a Relevant Share, shall vest in the chairman of any such
meeting. The manner in which the chairman exercises or refrains from exercising
any such rights shall be entirely at his discretion. The chairman of any such
meeting shall be informed by the Directors of any share becoming or being deemed
to be a Relevant Share to which this Article 51.(H) applies.

Determination of Relevant Persons

51.(I) Without prejudice to the provisions of the Statutes and subject to
paragraph (e) of Article 51.(B), the Directors may assume, without enquiry, that
a person is not a Relevant Person unless the information contained in the
registers kept by the

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<PAGE>

Company under Part VI of the 1985 Act, or under Part VI of the Original Act, as
applied and extended by this Article 51, including the separate register to be
kept under Article 51.(C), appears to the Directors to indicate to the contrary
or the Directors have reason to believe otherwise, in which circumstances the
Directors shall make reasonable enquiries to discover whether any person is a
Relevant Person.

Deemed notice

51.(J) The Directors shall not be obliged to send any notice required under this
Article 51 to be sent to any person if they do not know either his identity or
his address. The absence of such a notice in those circumstances and any
accidental error in, or failure to send, any notice to any person to whom notice
is required to be sent under this Article 51 shall not prevent the
implementation of, or invalidate, any procedure under this Article 51.

Informing of co-Directors

51.(K) If any Director has reason to believe that a person (not being a
Permitted Person) is a Relevant Person, he shall inform the other Directors.

Sending of notices

51.(L) Save as otherwise provided in this Article 51, the provisions of these
Articles applying to the sending of notice of meetings to members shall apply to
the sending to a member of a notice required by this Article 51. Any notice
required by this Article 51 to be sent to a person who is not a member, or who
is a member whose registered address is not within the United Kingdom and who
has not sent to the Company an address within the United Kingdom at which
notices may be sent to him, shall be deemed validly sent if it is sent through
the post in a prepaid envelope addressed to that person at the address (or if
more than one, at one of the addresses), if any, at which the Directors believe
him to be resident or carrying on business or to his last known address as shown
on any of the register of members and the list of members maintained by an ADR
Depositary. The notice shall in such a case be deemed to have been sent on the
day following that on which the envelope containing the same is posted, unless
it was sent by second class post or there is only one class of post, in which
case it shall be deemed to have been sent on the day next but one after it was
posted. Proof that the envelope was properly addressed, prepaid and posted shall
be conclusive evidence that the notice was sent.

Exercise of Directors' discretion

51.(M) Any resolution or determination of, or decision or exercise of any
discretion or power by, the Directors or any Director or by the chairman of any
meeting under or pursuant to the provisions of this Article 51 (including
without prejudice to the generality of the foregoing as to what constitutes
reasonable enquiry or as to the manner, timing and terms of any Required
Disposal made by the Directors under Article 51.(F)) shall be final and
conclusive; and any disposal or transfer made, or other thing done, by or on
behalf of, or on the authority of, the Directors or any Director pursuant to the
foregoing provisions of this Article 51 shall be conclusive

                                                                         Page 33

<PAGE>

and binding on all persons concerned and shall not be open to challenge, whether
as to its validity or otherwise on any ground whatsoever. The Directors shall
not be required to give any reasons for any decision, determination or
declaration taken or made in accordance with this Article 51.

ADR depositaries

51.(N) Article 51.(C) above shall not apply to an ADR Depositary in its capacity
as such. An ADR Holder shall be deemed, for the purposes of this Article 51, to
have an interest in the number of shares in the Company in respect of which
rights are evidenced by the relevant American depositary receipt and not (in the
absence of any other reason why he should be so treated) in the remainder of the
shares in the Company held by the ADR Depositary.

Recognised persons

51.(O) Article 51.(C) shall not apply to a recognised person acting in its
capacity as such, nor shall it apply to a CREST member acting as trustee. Where
in that capacity interests in shares in the Company are held by a recognised
person or a CREST member acting as trustee under arrangements recognised by the
Company for the purposes of this Article 51 any person who has rights in
relation to shares in the Company in which such a recognised person or CREST
member has such an interest shall be deemed to be interested in the number of
shares in the Company for which such a recognised person or CREST member is or
may become liable to account to him and any interest which (by virtue of his
being a tenant in common in relation to interests in shares in the Company so
held by such a recognised person or CREST member) he would otherwise be treated
for the purposes of this Article as having in a larger number of shares in the
Company shall (in the absence of any other reason why he should be so treated)
be disregarded.

Article 51 to take precedence

51.(P) This Article 51 shall apply notwithstanding any provision in any other of
these Articles which is inconsistent with or contrary to it.

Untraced Shareholders

Power to dispose of shares of untraced shareholders

52.(A) The Company shall be entitled to sell, in such manner as the Directors
see fit and at the best price reasonably obtainable, any share held by a member
or any share to which a person is entitled by transmission if:

(a)    for a period of 12 years before the giving of notice pursuant to
       sub-paragraph (c) no cheque or warrant for amounts payable in respect of
       the share, sent and payable in a manner authorised by these Articles has
       been cashed and no communication in respect of the share has been
       received by the Company from the member or person concerned;

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<PAGE>

(b)    during that period at least three dividends in respect of the share have
       become payable;

(c)    the Company has, after the expiration of that period, by advertisement in
       one Scottish and one leading national newspaper and in a newspaper
       circulating in the area to which the cheques or warrants were sent, and
       by notice to the Quotations Department of The London Stock Exchange if
       shares of the class concerned are listed or dealt in on that exchange,
       given notice of its intention to sell such share; and

(d)    the Company has not, during the further period of three months after the
       date of the advertisement and prior to the sale of the share, received
       any communication in respect of the share from the member or person
       concerned.

Power to dispose of additional shares

52.(B) The Company shall also be entitled to sell, in the manner provided for in
this Article 52, any share (additional share) issued during the said period or
periods of 12 years and 3 months in right of any share to which Article 52.(A)
applies or in right of any share issued during either of such periods, provided
that the requirements of sub-paragraphs (a) (but modified to exclude the words
"for a period of 12 years before the giving of notice pursuant to sub-paragraph
(c)"), (c) (but modified to exclude the words "after the expiration of that
period") and (d) of Article 52.(A) are satisfied in respect of such additional
share.

Transfer on sale

52.(C) To give effect to any sale pursuant to Article 52.(B), the Directors may:

(a)    where the shares are held in certificated form, appoint any person to
       execute as transferor, an instrument of transfer of the shares to, or in
       accordance with the directions of, the buyer; or

(b)    where the shares are held in uncertificated form, do all acts and things
       they consider necessary or expedient to effect the transfer of the shares
       to, or in accordance with, the directions of the buyer.

Sale procedure and application of proceeds

52.(D) An instrument of transfer executed in accordance with Article 52.(C)(a)
shall be as effective as if it had been executed by the registered holder of, or
person entitled by transmission to, such shares and the title of the transferee
shall not be affected by any irregularity or invalidity in the proceedings
relating thereto. An exercise by the Company of its powers in accordance with
Article 52.(C)(b) shall be as effective as if exercised by the registered holder
of or the person entitled by transmission to the shares. The Company shall be
indebted to the former member or other person previously entitled to the said
shares for an amount equal to the net proceeds of sale, but no trust shall be
created and no interest shall be payable in respect of the proceeds of sale. The
Company shall not be required to account for any money earned on the

                                                                         Page 35

<PAGE>

net proceeds of sale, which may be used in the Company's business or invested in
such a way as the Directors may from time to time think fit.

STOCK

Conversion into stock

53.  Subject to the provisions of these Articles, the Company may, from time to
time, by ordinary resolution, convert any fully paid shares into stock or
reconvert any stock into fully paid shares of any denomination. If and whenever
any shares of any class in the capital of the Company for the time being shall
have been issued and be fully paid, and at that time the shares of that class
previously issued shall stand converted into stock, such further shares, upon
being fully paid, shall ipso facto be converted into stock transferable in the
same units as the existing stock of that class.

Transfer of stock

54.  The holders of stock may transfer the same or any part thereof, unless
otherwise directed by ordinary resolution of the Company, in the same manner and
subject to the same regulations as those subject to which the shares from which
the stock arose might, previously to conversion, have been transferred (or as
near thereto as circumstances admit), but no stock shall be transferable except
in such units (not being greater than the nominal amount of the shares from
which the stock arose) as the Directors may from time to time determine.

Rights of stockholders

55.  The holders of stock shall according to the amount of the stock held by
them have the same rights, privileges and advantages as regards dividend, return
of capital, voting and other matters as if they held the shares from which the
stock arose, but no such right, privilege or advantage (except as regards
participation in the dividends, profits or assets of the Company) shall be
conferred by an amount of stock which would not, if existing in shares, have
conferred such right, privilege or advantage. All the provisions of these
Articles applicable to paid up shares shall apply to stock, and the words share
and member shall include stock and holder of stock respectively.

GENERAL MEETINGS

Types of general meetings

56.  An annual general meeting shall be held once in every year, at such time
(within a period of not more than fifteen months after the holding of the last
preceding annual general meeting) and place as may be determined by the
Directors. All other general meetings shall be called extraordinary general
meetings.

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<PAGE>

Extraordinary general meetings

57.    The Directors may whenever they think fit, and shall on requisition in
accordance with the Statutes, proceed to convene an extraordinary general
meeting in accordance with the Statutes.

General meetings at more than one place

58.(A) The Directors may resolve to enable persons entitled to attend a general
meeting to do so by simultaneous attendance and participation at another place
designated by the Directors as a satellite meeting place. The members present in
person or by proxy at any satellite meeting place shall be counted in the quorum
for, and be entitled to vote at, the general meeting in question, and that
meeting shall be duly constituted and its proceedings valid if the chairman of
the general meeting is satisfied that adequate facilities are available
throughout the general meeting to ensure that members attending at all the
meeting places are able to:

(a)    participate in the business for which the meeting has been convened;

(b)    hear and see all persons who speak (whether by the use of microphones,
       loudspeakers, audio-visual communications equipment or otherwise) in the
       principal meeting place and any satellite meeting place; and

(c)    be heard and seen by all other persons so present in the same way.

The chairman of the general meeting shall be present at, and the meeting shall
be deemed to take place at, the principal meeting place. Interruption or
adjournment where facilities inadequate

58.(B) If it appears to the chairman of the general meeting that the facilities
at the principal meeting place or any satellite meeting place have become
inadequate for the purposes referred to in Article 58.(A), then the chairman
may, without the consent of the meeting, interrupt or adjourn the general
meeting. All business conducted at that general meeting up to the time of that
adjournment shall be valid. The provisions of Article 66 shall apply to that
adjournment.

Other arrangements for viewing/hearing proceedings

58.(C) The Directors may make arrangements for persons entitled to attend a
general meeting or an adjourned general meeting to be able to view and hear the
proceedings of the general meeting or adjourned general meeting and to speak at
the meeting (whether by the use of microphones, loudspeakers, audio-visual
communications equipment or otherwise) by attending at a venue anywhere in the
world not classified as a satellite meeting place. Those attending at any such
venue shall not be regarded as present at the general meeting or adjourned
general meeting and shall not be entitled to vote at the meeting at or from that
venue. The inability for any reason of any member present in person or by proxy
or any other person at such a venue to view

                                                                         Page 37

<PAGE>

or hear all or any of the proceedings of the meeting or to speak at the meeting
shall not in any way affect the validity of the proceedings of the meeting.

Controlling level of attendance

58.(D) The Directors may from time to time make such arrangements for
controlling the level of attendance at any venue for which arrangements have
been made pursuant to Article 58.(C) (including without limitation the issue of
tickets or the imposition of some other means of selection) as they in their
absolute discretion consider appropriate, and may from time to time change those
arrangements. If a member, pursuant to those arrangements, is not entitled to
attend in person or by proxy at a particular venue, he shall be entitled to
attend in person or by proxy at any other venue for which arrangements have been
made pursuant to Article 58.(C). The entitlement of any member to be present at
such venue in person or by proxy shall be subject to any such arrangement then
in force and stated by the notice of meeting or adjourned meeting to apply to
the meeting.

Change in place and/or time of meeting

58.(E) If, after the sending of notice of a general meeting but before the
meeting is held, or after the adjournment of a general meeting but before the
adjourned meeting is held (whether or not notice of the adjourned meeting is
required), the Directors decide that it is impracticable or unreasonable for a
reason beyond their control to hold the meeting at the declared place (or any of
the declared places, in the case of a meeting to which Article 58.(A) applies)
and/or time, it may change the place (or any of the places, in the case of a
meeting to which Article 58.(A) applies) and/or postpone the time at which the
meeting is to be held. If such a decision is made, the Directors may then change
the place (or any of the places, in the case of a meeting to which Article
58.(A) applies) and/or postpone the time again if they decide that it is
reasonable to do so. In either case:

(a)    no new notice of the meeting need be sent, but the Directors shall, if
       practicable, advertise the date, place and time of the meeting in at
       least one leading Scottish and one leading national daily newspaper and
       shall make arrangements for notices of the change of place and/or
       postponement to appear at the original place and/or at the original time;
       and

(b)    a proxy appointment in relation to the meeting may, if by means of an
       instrument, be delivered to the office or such other place within the
       United Kingdom as may be specified by or on behalf of the Company in
       accordance with Article 82.(A)(a), or, if contained in an electronic
       communication, be received at the address (if any) specified by or on
       behalf of the Company in accordance with Article 82.(A)(b) at any time
       not less than 48 hours before any new time appointed for holding the
       meeting.

Meaning of participate

58.(F) For the purposes of this Article 58, the right of a member to participate
in the business of any general meeting shall include without limitation the
right to speak,

                                                                         Page 38

<PAGE>

vote on a show of hands, vote on a poll, be represented by a proxy and have
access to all documents which are required by the Statutes or these Articles to
be made available at the meeting.

Security

58.(G) The Directors and, at any general meeting, the chairman may make any
arrangement and impose any requirement or restriction they or he considers
appropriate to ensure the security of a general meeting including, without
limitation, requirements for evidence of identity to be produced by those
attending the meeting, the searching of their personal property and the
restriction of items that may be taken into the meeting place. The Directors
and, at any general meeting, the chairman are entitled to refuse entry to a
person who refuses to comply with these arrangements, requirements or
restrictions.

Notice of General Meetings

Recipients of notice

59.(A) Subject to the provisions of the Statutes, to the provisions of these
Articles and to the restrictions imposed on any shares, notice of a general
meeting shall be sent to all members, to each of the Directors and to the
auditors. Notice of general meetings shall also be sent to all Appointed Proxies
if and to the extent that they would have been entitled under these Articles to
receive such notice had they been a member.

Period of notice

59.(B) An annual general meeting and any extraordinary general meeting at which
it is proposed to pass a special resolution or (save as provided by the
Statutes) a resolution of which special notice has been sent to the Company,
shall be called by twenty one clear days' notice at the least, and any other
extraordinary general meeting by fourteen clear days' notice at the least sent
in the manner hereinafter mentioned to the auditors and to all members and
Appointed Proxies other than such as are not under the provisions of these
Articles entitled to receive such notices from the Company; provided that a
general meeting, notwithstanding that it has been called by shorter notice than
that specified above, shall be deemed to have been duly called if it is so
agreed:

(a)    in the case of an annual general meeting, by all the members entitled to
       attend and vote thereat; and

(b)    in the case of an extraordinary general meeting, by a majority in number
       of the members having a right to attend and vote thereat, being a
       majority together holding not less than 95 per cent. in nominal value of
       the shares giving that right.

A Director shall be entitled to receive notice of, and to attend and speak at,
any general meeting or class meeting, notwithstanding that he is not a member of
the Company.

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Accidental omission to send notice

59.(C) The accidental omission to send a notice of a meeting, or to send any
notification where required by the Statutes or these Articles in relation to the
publication of a notice of meeting on a website, or to send a form of proxy
where required by the Statutes or these Articles, to any person entitled to
receive it, or the non-receipt for any reason of any such notice or notification
or form of proxy by that person, whether or not the Company is aware of such
omission or non-receipt, shall not invalidate the proceedings at that meeting.

Contents of notice

60.(a) Every notice calling a general meeting shall specify the place and the
       day and hour of the meeting (including without limitation any satellite
       meeting place arranged for the purposes of Article 58.(A), which shall be
       identified as such in the notice), and there shall appear with reasonable
       prominence in every such notice a statement that a member entitled to
       attend and vote is entitled to appoint one or more proxies to attend and,
       on a poll, vote instead of him and that a proxy need not be a member of
       the Company.

(b)    In the case of an annual general meeting, the notice shall also specify
       the meeting as such.

(c)    In the case of any general meeting at which business other than routine
       business is to be transacted, the notice shall specify the general nature
       of such business, and if any resolution is to be proposed as an
       extraordinary resolution or as a special resolution, the notice shall
       contain a statement to that effect.

(d)    The notice shall include details of any arrangements made for the purpose
       of Article 58.(C) (making clear that participation in these arrangements
       will not amount to attendance at the meeting to which the notice
       relates).

Routine business

61.    Routine business shall mean and include only business transacted at an
annual general meeting of the following classes, that is to say:

(a)    sanctioning or declaring dividends;

(b)    receiving and/or adopting the accounts, the reports of the Directors and
       auditors and other documents required to be annexed to the accounts;

(c)    appointing or re-appointing the retiring auditors (unless they were last
       appointed otherwise than by the Company in general meeting);

(d)    fixing the remuneration of the auditors or determining the manner in
       which such remuneration is to be fixed; and

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(e)    appointing or re-appointing directors to fill vacancies arising at the
       meeting on retirement by rotation or otherwise.

Notice of resolutions

62.    The Directors shall, on the requisition of members in accordance with the
provisions of the Statutes, but subject as therein provided:

(a)    send to the members entitled to receive notice of the next annual general
       meeting, notice of any resolution which may properly be moved and is
       intended to be moved at that meeting;

(b)    send to the members entitled to receive notice of any general meeting,
       any statement of not more than one thousand words with respect to the
       matter referred to in any proposed resolution or the business to be dealt
       with at that meeting.

Proceedings At General Meetings

Quorum

63.    No business, other than the appointment of a chairman of the meeting,
shall be transacted at any general meeting unless a quorum is present at the
time when the meeting proceeds to business and during the transaction of
business. Three persons entitled to vote upon the business to be transacted,
each being a member, the proxy of a member or a duly authorised representative
of a corporation which is a member shall be a quorum.

If quorum not present

64.    If within fifteen minutes from the time appointed for a general meeting
(or such longer time not exceeding one hour as the chairman of the meeting may
determine to wait) a quorum is not present, the meeting, if convened on the
requisition of members, shall be dissolved. In any other case, or if during the
transaction of business the quorum ceases to be present, the meeting shall stand
adjourned to the same day in the next week, at the same place and time, or to
such other day and at such other place and time as the chairman of the meeting
may determine, and if at such adjourned meeting a quorum is not present within
fifteen minutes from the time appointed for holding the meeting, the meeting
shall be dissolved.

Chairman

65.    The chairman of the Directors, failing whom one of the deputy chairmen,
failing whom one of any vice-chairmen (to be chosen, if more than one are
present and in default of agreement amongst themselves, by lot) shall preside as
chairman at a general meeting. If there be no such chairman or deputy chairman
or vice-chairman, or if at any meeting none of them be present within fifteen
minutes after the time appointed for holding the meeting and willing to act, the
Directors present shall choose one of their number (or, if no Director is
present or if all the Directors present

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decline to take the chair, the members present shall choose one of their number)
to be chairman of the meeting.

Adjournments

66.    The chairman of the meeting may with the consent of any general meeting
at which a quorum is present (and shall if so directed by the meeting) adjourn
the meeting from time to time (or sine die) and from place to place, but no
business shall be transacted at any adjourned meeting except business which
might lawfully have been transacted at the meeting from which the adjournment
took place. In addition (and without prejudice to the chairman's power to
adjourn a meeting conferred by Article 58.(B)), the chairman may adjourn the
meeting to another place and time without such consent if it appears to him
that:

(a)    it is likely to be impracticable to hold or continue that meeting because
       of the number of members wishing to attend who are not present; or

(b)    the unruly conduct of persons attending the meeting prevents or is likely
       to prevent the orderly continuation of the business of the meeting; or

(c)    an adjournment is otherwise necessary so that the business of the meeting
       may be properly conducted.

Place and time of adjourned meetings

67.    Any such adjournment pursuant to Article 66 may be to such other place
(or, in the case of a meeting held at a principal meeting place and a satellite
meeting place, such other places) and for such time as the chairman may, in his
absolute discretion determine, notwithstanding that by reason of such
adjournment some members or other persons entitled to attend and vote may be
unable to be present at the adjourned meeting. Any such member or any Appointed
Proxy may nevertheless appoint a proxy for the adjourned meeting either in
accordance with Article 82.(A)(a) or by means of an instrument which, if
delivered by him to the chairman or the Secretary, shall be valid even though it
is given at less notice than would otherwise be required by Article 82.(A)(a).
When a meeting is adjourned for 30 days or more or for an indefinite period,
notice shall be sent at least seven clear days before the date of the adjourned
meeting specifying the place and time (or places, in the case of a meeting to
which Article 58.(A) applies) of the adjourned meeting and the general nature of
the business to be transacted. Otherwise it shall not be necessary to send any
notice of an adjournment or of the business to be transacted at an adjourned
meeting.

Amendments to resolutions

68.    No amendment to a resolution duly proposed as an ordinary resolution may
be considered or voted on (other than a mere clerical amendment to correct a
patent error) unless either (a) at least 48 hours before the time appointed for
holding the meeting or adjourned meeting at which the ordinary resolution is to
be considered, notice of the terms of the amendment and the intention to move it
has been lodged by means of an instrument at the registered office of the
Company, or received in an

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<PAGE>

electronic communication at such address (if any) as may for the time being be
notified by or on behalf of the Company for that purpose, or (b) the chairman in
his absolute discretion decides that the amendment may be considered and voted
on. If an amendment shall be proposed to any resolution under consideration, but
shall in good faith be ruled out of order by the chairman of the meeting, the
proceedings on the resolution shall not be invalidated by any error in such
ruling. In the case of a resolution duly proposed as a special or extraordinary
resolution no amendment thereto (other than a mere clerical amendment to correct
a patent error) may in any event be considered or voted upon.

Methods of voting

69.    At any general meeting a resolution (other than a Special or
Extraordinary Resolution) put to the vote of the meeting shall be decided on a
show of hands unless a poll is (before or on the declaration of the result of
the show of hands or on the withdrawal of any other demand for a poll as
hereinafter mentioned) demanded by either:-

(a)    the chairman of the meeting; or

(b)    not less than five persons having the right to vote at the meeting;

(c)    a member or members present in person holding not less than one tenth of
       the total voting rights of all the members having the right to vote at
       the meeting; or

(d)    a member or members present in person holding shares in the Company
       conferring a right to vote at the meeting, being shares on which an
       aggregate sum has been paid up equal to not less than one tenth of the
       total sum paid up on all the shares conferring that right.

A demand by a person as a proxy for a member shall be the same as a demand by
the member and in such case references in sub paragraphs (c) and (d) above to
shares held by a member shall be deemed to be references to the shares in
respect of which such person has been appointed proxy. All Special Resolutions
and Extraordinary Resolutions shall be decided only on a poll.

Declaration of result and conduct of poll

70.    A demand for a poll may be withdrawn at any time before the conclusion of
the meeting or the taking of the poll, whichever is the earlier. Unless a poll
is required or duly demanded (and the demand is not withdrawn) a declaration by
the chairman of the meeting that a resolution has been carried, or carried
unanimously, or by a particular majority, or lost and an entry to that effect in
the minute book of the Company shall be conclusive evidence of that fact without
proof of the number or proportion of the votes recorded for or against such
resolution. Any poll shall be taken in such manner (including the use of ballot
or voting papers or tickets) as the chairman of the meeting may direct, and the
result of a poll shall be deemed to be the resolution of the meeting at which
the poll was demanded. The chairman of the

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meeting may (and if so directed by the meeting shall) appoint scrutineers and
may adjourn the meeting to some place and time fixed by him for the purpose of
declaring the result of the poll.

Chairman's casting vote

71.    In the case of an equality of votes, whether on a show of hands or on a
poll, the chairman of the meeting at which the show of hands takes place or at
which the poll is demanded shall be entitled to a casting vote in addition to
the votes to which he may be entitled as a member or as a proxy or authorised
representative of a member.

When poll to be taken

72.    A poll demanded on the election of a chairman or on a question of
adjournment shall be taken forthwith. A poll held on any other question shall be
taken either immediately or at such subsequent time (being not more than thirty
days after the date of the meeting) and place as the chairman may direct. No
notice need be sent of a poll not taken immediately.

Continuance of meeting

73.    The demand for a poll shall not prevent the continuance of a meeting for
the transaction of any business other than the question on which the poll has
been demanded. If a poll is demanded before the declaration of the result of a
show of hands and the demand is duly withdrawn, the meeting shall continue as if
the demand had not been made.

Votes of Members

Right to vote

74.    Subject to any special rights or restrictions as to voting attached by or
in accordance with these Articles to any class of shares, on a show of hands
every member present in person (but excluding for this purpose, the proxy of a
member or the proxy of an Appointed Proxy) and entitled to vote shall have one
vote, and on a poll every member present in person and entitled to vote shall
have one vote for every share held by him.

Votes of joint holders

75.    In the case of joint holders of a share the vote of the senior who
tenders a vote, whether in person or by proxy or (if such senior member is a
corporation) by authorised representative, shall be accepted to the exclusion of
the votes of the other joint holders and for this purpose seniority shall be
determined by the order in which the names stand in the register of members in
respect of the joint holding.

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Member under incapacity

76.   A member who is a patient for any purpose of any statute relating to
mental health or in respect of whom an order has been made by any court having
jurisdiction (whether in the United Kingdom or elsewhere) for the protection or
management of the affairs of persons incapable of managing their own affairs,
may vote, whether on a show of hands or on a poll, by his committee, receiver,
curator bonis or other person in the nature of a committee, receiver or curator
bonis appointed by such court, and any such committee, receiver, curator bonis
or other person may, on a poll, vote by proxy, provided that such evidence as
the Directors may require of the authority of the person claiming to vote shall
have been deposited at the transfer office, or at such other place (if any) as
is specified for the delivery of proxy appointments in accordance with these
Articles, not less than forty eight hours before the time appointed for holding
the meeting or adjourned meeting or (in the case of a poll taken otherwise than
at, or on the same day as, the meeting or adjourned meeting) for the taking of
the poll at which it is desired to vote.

Calls in arrears

77.   No member shall, unless the Directors otherwise determine, be entitled in
respect of shares held by him to attend or vote at a general meeting either
personally or by proxy or (if the member is a corporation) by authorised
representative to exercise any other right conferred by membership in relation
to meetings of the Company if any call or other sum presently payable by him to
the Company in respect of shares in the Company remains unpaid.

Admissibility of Votes

Objections to voting

78.   If (a) any objection shall be raised to the qualification of any person to
vote or to the admissibility of any vote or (b) any votes have been counted
which ought not to have been counted or which might have been rejected or (c)
any votes are not counted which ought to have been counted, the objection or
error shall not vitiate the decision of the meeting or adjourned meeting on any
resolution unless the same is raised or pointed out at the meeting or, as the
case may be, the adjourned meeting at which the vote objected to is given or
tendered or at which the error occurs. Any objection or error raised or pointed
out in due time shall be referred to the chairman of the meeting and shall only
vitiate the decision of the meeting on any resolution if the chairman decides
that the same may have affected the decision of the meeting. The decision of the
chairman on such matters shall be final and conclusive.

Supplementary provisions on voting

79.   On a poll votes may be given either personally or by proxy or (if the
member is a corporation) by authorised representative and a person entitled to
more than one vote need not use all his votes or cast all the votes he uses in
the same way.

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Proxies

Proxy need not be member

80.    A proxy need not be a member of the Company.

Appointment and form of proxy

81.(A) Subject to Article 81.(C), the appointment of a proxy, whether by means
of an instrument or contained in an electronic communication, shall be executed
in such manner as the Directors may approve. Subject thereto, the appointment of
a proxy shall be executed by the appointor or his attorney or, if the appointor
is a corporation, executed by a duly authorised officer, attorney or other
authorised person or under its common seal. For the purpose of this Article and
Articles 81.(B) and 82, an electronic communication which contains a proxy
appointment need not comprise writing if the Directors so determine and in such
a case, if the Directors so determine, the appointment need not be executed but
shall instead be subject to such conditions as the Directors may approve.

81.(B) The appointment of a proxy shall be in any usual form or in any other
form which the Directors may approve. Subject thereto, the appointment of a
proxy may be:

(a)    by means of an instrument; or

(b)    contained in an electronic communication sent to such address (if any) as
       may for the time being be notified by or on behalf of the Company for
       that purpose.

The Directors may, if they think fit, but subject to the provisions of the
Statutes, at the Company's expense send forms of proxy for use at the meeting
and issue invitations contained in electronic communications to appoint a proxy
in relation to the meeting in such form as may be approved by the Directors. The
appointment of a proxy shall not preclude a member from attending and voting in
person at the meeting or poll concerned. A member may appoint more than one
proxy to attend on the same occasion.

81.(C) A proxy may also be appointed in accordance with Article 162(ii).

81.(D) The Directors may, but shall not be bound to, require evidence of the
authority of any person executing a proxy appointment on behalf of the
appointor.

Delivery of form of proxy

82.(A) Without prejudice to Article 58.(E)(b) or to the second sentence of
Article 67, the appointment of a proxy shall:

(a)    in the case of an instrument, be delivered personally or by post to the
       office or such other place within the United Kingdom as may be specified
       by or on behalf of the Company for that purpose:

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<PAGE>

           (i)    in the notice convening the meeting, or

           (ii)   in any form of proxy sent by or on behalf of the Company in
                  relation to the meeting,

       not less than 48 hours before the time appointed for holding the meeting
       or adjourned meeting (or any postponed time for holding the meeting
       pursuant to Article 58.(E)) at which the person named in the appointment
       proposes to vote; or

(b)    in the case of an appointment contained in an electronic communication,
       where an address has been specified by or on behalf of the Company for
       the purpose of receiving electronic communications:

           (i)    in the notice convening the meeting, or

           (ii)   in any form of proxy sent by or on behalf of the Company in
                  relation to the meeting, or

           (iii)  in any invitation contained in an electronic communication to
                  appoint a proxy issued by or on behalf of the Company in
                  relation to the meeting,

       be received at that address not less than 48 hours before the time for
       holding the meeting or adjourned meeting (or any postponed time for
       holding the meeting pursuant to Article 58.(E)) at which the person named
       in the appointment proposes to vote; or

(c)    in either case, where a poll is taken more than 48 hours after it is
       demanded, be delivered or received as aforesaid after the poll has been
       demanded and not less than 24 hours before the time appointed for the
       taking of the poll; or

(d)    in the case only of an instrument, where a poll is not taken forthwith
       but is taken not more than 48 hours after it was demanded, be delivered
       at the meeting at which the poll was demanded to the chairman or to the
       Secretary.

82.(B) Any power of attorney or other authority contained in an instrument under
which a proxy appointment is executed shall be contained in an instrument and
the same or an office or notarially certified copy or a copy certified in
accordance with the Powers of Attorney Act 1971 of such instrument shall be:

(a)    delivered personally or by post to the office, or to such other place
       within the United Kingdom as may be specified by or on behalf of the
       Company in accordance with Article 82.(A), not less than 48 hours before
       the time appointed for holding the meeting or adjourned meeting (or any
       postponed time for holding the meeting pursuant to Article 58.(E)) at
       which the person named in the appointment proposes to vote; or

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(b)    where a poll is taken more than 48 hours after it is demanded, be
       delivered as aforesaid after the poll has been demanded and not less than
       24 hours before the time appointed for the taking of the poll; or

(c)    in the case only of a proxy appointment by means of an instrument, where
       a poll is not taken forthwith but is taken not more than 48 hours after
       it was demanded, be delivered at the meeting at which the poll was
       demanded to the chairman or to the Secretary together with the proxy
       appointment to which it relates.

82.(C) A proxy appointment which is not delivered or received in accordance with
Article 82.(A) or in respect of which Article 82.(B) has not been complied with,
shall be invalid. No proxy appointment shall be valid after the expiration of
twelve months from the date stated in it as the date of its execution, except a
power of attorney containing a power to act and vote for a member at meetings of
the Company, and such a power, if once duly intimated to the Company, shall not
require to be again deposited at the transfer office of the Company. When two or
more valid proxy appointments are delivered or received in respect of the same
share for use at the same meeting, the one which was executed last shall be
treated as replacing and revoking the other as regards that share; if the
Company is unable to determine which was executed last, none of them shall be
treated as valid in respect of that share.

82.(D) A proxy appointment relating to more than one meeting (including any
adjournment thereof) having once been sent for the purposes of any meeting shall
not require again to be sent in relation to any subsequent meetings to which it
relates.

Issue of forms of proxy

83.    Subject to the provisions of the Statutes, the Directors may, if they
think fit, at the expense of the Company, issue forms of proxy for use by the
members with or without prepaid postage and with or without inserting therein
the names of any of the Directors or any other person as proxies.

Validity of forms of proxy

84.    A proxy appointment shall be deemed to include the right to demand or
join in demanding a poll but shall not confer any further right to speak at the
meeting, except with the permission of the chairman of the meeting, and shall
also be deemed to confer authority to vote on any amendment of a resolution put
to the meeting for which it is given as the proxy thinks fit. The proxy
appointment shall, unless the contrary is stated thereon, be valid as well for
any adjournment of the meeting as for the meeting to which it relates.

Revocation of proxy etc.

85.    A vote given or poll demanded by a proxy or by the duly authorised
representative of a corporation shall be valid notwithstanding the previous
revocation of the authority of the person voting or demanding the poll unless
notice of the revocation was either delivered or received as mentioned in the
following sentence at

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least forty eight hours before the start of the meeting or adjourned meeting at
which the vote is given or the poll demanded or (in the case of a poll taken
otherwise than on the same day as the meeting or adjourned meeting) the time
appointed for taking the poll. Such notice of revocation shall be either by
means of an instrument delivered to the office or to such other place within the
United Kingdom as may be specified by or on behalf of the Company in accordance
with Article 82.(A)(a) or contained in an electronic communication received at
the address (if any) specified by or on behalf of the Company in accordance with
Article 82.(A)(b), regardless of whether any relevant proxy appointment was
effected by means of an instrument or contained in an electronic communication.
For the purpose of this Article, an electronic communication which contains such
notice of revocation need not comprise writing if the Directors have determined
that the electronic communication which contains the relevant proxy appointment
need not comprise writing.

Incorporated Members Acting by Representatives

Authority of representatives

86.    Any corporation which is a member of the Company (in this Article, the
grantor) may (by resolution of its directors or other governing body or by
authority to be given under the hand of any officer duly authorised by it)
authorise such person as it thinks fit to act as its representative at any
meeting of the Company, or at any separate meeting of the holders of any class
of shares. A person so authorised shall be entitled to exercise the same power
on behalf of the grantor of the authority (in respect of that part of the
grantor's holding to which his authorisation relates, in the case of an
authorisation of more than one person) as the grantor could exercise if it were
an individual member of the Company, and the grantor shall for the purposes of
these Articles be deemed to be present in person at any such meeting if a person
so authorised is present at it. For the purpose of this Article 86, the
expression corporation shall include a company whether incorporated in the
United Kingdom or overseas.

Directors

Limits on number of directors

87.    The number of Directors (other than alternate directors) shall not be
less than four or more than sixteen. The Company may, by ordinary resolution,
from time to time vary the minimum and/or maximum number of Directors.

Director need not be member

88.    A Director shall not be required to hold a share qualification but a
Director who is not a member of the Company shall nevertheless be entitled to
receive notice of and to attend and speak at all general meetings of the Company
and all separate meetings of the holders of any class of shares of the Company.

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Directors' fees

89.    The fees paid to the Directors who do not hold executive office for their
services in the office of director shall not exceed in aggregate (poundS)250,000
per annum or such higher amount as the Company may from to time by ordinary
resolution determine. Subject thereto, each such Director shall be paid a fee
(which shall be deemed to accrue from day to day) at such rate as may from time
to time be determined by the Directors. Any fee payable pursuant to this Article
89 shall be distinct from any salary, remuneration or other amounts payable to a
Director pursuant to other provisions of these Articles or any contract or
arrangement between the Company and the relevant Director.

Directors' expenses

90.    The Directors may repay to any Director all such proper and reasonable
expenses as he may incur in attending and returning from meetings of the
Directors or of any committee or general meetings or otherwise in or about the
business of the Company.

Directors' remuneration

91.    Any Director who is appointed to any executive office (including for this
purpose the office of chairman or deputy chairman or vice-chairman whether or
not such office is held in an executive capacity) or who serves on any committee
or who acts as trustee of a retirement benefits scheme or employees' share
scheme or who otherwise performs services which, in the opinion of the Board or
any committee thereof, are outside the scope of the ordinary duties of a
Director or who makes any special exertions in going or residing abroad or
otherwise in or about the business of the Company, may be paid such extra
remuneration by way of salary, commission or otherwise as the Board may
determine.

Retirement and other benefits

92.(A) Without prejudice to the general power of the Directors under these
Articles to exercise on behalf of the Company (by establishment or maintenance
of schemes or otherwise) all the powers of the Company to give, or procure the
giving of, retirement, death or disability benefits, annuities or other
allowances, emoluments or benefits to, or for the benefit of, any person, and
without restricting the generality of their other powers, the Directors shall
have power to pay, and agree to pay, retirement, death or disability benefits,
annuities or other allowances, emoluments or benefits to any Director,
ex-Director, officer or ex-officer of the Company or of its predecessors in
business or of any other undertaking which is (a) the parent undertaking of the
Company or (b) a subsidiary undertaking of the Company or of such parent
undertaking or (c) otherwise allied to or associated with the Company or any
such parent undertaking or subsidiary undertaking or in which the Company or
such parent undertaking or subsidiary undertaking has any interest whether
directly or indirectly and to the husbands, wives, widowers, widows, children,
families, dependants and personal representatives of any such Director,
ex-Director, officer or ex-officer, and, for the purpose of providing any such
benefits, annuities, allowances or emoluments,

                                                                         Page 50

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to establish or contribute to any trust, scheme, association, arrangement or
fund or to pay premiums, and shall have power to establish trusts, schemes,
associations, arrangements or funds considered to be for the benefit of any such
persons aforesaid. A Director, ex-Director, officer or ex-officer shall not be
accountable to the Company or the members for any such benefit, annuities,
allowances or emoluments, and the receipt of the same shall not disqualify any
person from being or becoming a Director of the Company.

Insurance

92.(B) Without prejudice to the provisions of Article 159, the Directors shall
have power to purchase and maintain insurance for, or for the benefit of, any
persons who are or were at any time Directors, officers or employees of the
Company, or of any other undertaking which is (a) the parent undertaking of the
Company or (b) a subsidiary undertaking of the Company or of such parent
undertaking or (c) otherwise allied to or associated with the Company or any
such parent undertaking or subsidiary undertaking or in which the Company or
such parent undertaking or subsidiary undertaking has any interest whether
directly or indirectly or who are or were at any time trustees of any retirement
benefits scheme or employees' share scheme in which employees of the Company or
of any such other undertaking are interested, including (without prejudice to
the generality of the foregoing) insurance against any liability incurred by
such persons in respect of any act or omission in the actual or purported
execution and/or discharge of their duties and/or the exercise or purported
exercise of their powers and/or otherwise in relation to their duties, powers or
offices in relation to the Company or any such other undertaking, retirement
benefits scheme or employees' share scheme.

Directors' interests in contracts with the Company

93.(A) Subject to the provisions of the Statutes and to Article 109, a Director
or alternate Director may be a party to, or in any way interested in, any
contract or arrangement or transaction to which the Company is a party, or in
which the Company is in any way interested, and he may hold and (in addition to
any other remuneration provided for by, or pursuant to, any other Article) be
remunerated in respect of any office or place of profit (other than the office
of auditor of the Company or of any subsidiary undertaking of the Company) under
the Company or any other undertaking in which the Company is in any way
interested, and he (or any firm of which he is a member) may act in a
professional capacity for the Company, or any such other undertaking, and be
remunerated therefor, and in any such case as aforesaid (unless otherwise
agreed), the Director may retain, for his own absolute use and benefit, all
profits and advantages accruing to him thereunder or in consequence thereof.

Appointments with other undertakings

93.(B) Subject to any agreement to the contrary between the Company and the
Director, a Director of the Company may be or become a director or other officer
of, or otherwise interested in, any undertaking promoted by the Company or in
which the Company may be interested, and (unless otherwise agreed) shall not be
accountable to

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the Company or the members for any remuneration, profit or other benefit
received by him as a director or officer of, or from his interest in, such other
undertaking. The Directors may also cause the voting power conferred by the
shares in any other undertaking held or owned by the Company or interest or
right in such undertaking to be exercised in such manner in all respects as they
think fit, including the exercise thereof in favour of any resolution or
decision appointing themselves or any of them to be directors, officers or
servants of, or to any other position in, such other undertaking, or voting or
providing for the payment of remuneration to the directors, officers or servants
of, or any holders of any other position in, such other undertaking.

Executive office

94.(A) The Directors may from time to time appoint one or more of their number
to be the holder of any executive office or make any appointment by them of a
Director conditional upon his accepting any executive office (including, where
considered appropriate, the office of chairman, deputy chairman or
vice-chairman, managing, joint managing, deputy or assistant managing director
or chief, deputy chief or assistant chief executive) on such terms, and for such
period, as they may (subject to and in accordance with the provisions of the
Statutes) determine and, without prejudice to the terms of any contract entered
into in any particular case, may at any time revoke any such appointment.

When termination of appointment automatic

94.(B) The appointment of any Director to any of the executive offices
specifically mentioned in Article 94.(A) above shall automatically determine if
he ceases to be a Director but without prejudice to any claim for damages for
broach of any contract of service between him and the Company.

When termination of appointment not automatic

94.(C) The appointment of any Director to any other executive office shall not
automatically determine if he ceases from any cause to be a Director, unless the
contract or resolution under which he holds or is removed from office shall
expressly state otherwise, in which event the termination of his office if he
ceases to be a Director shall be without prejudice to any claim for damages for
breach of any contract of service between him and the Company.

Delegation of powers

95.    The Directors may entrust to, and confer upon, any Director any of the
powers exercisable by them as Directors upon such terms and conditions and with
such restrictions as they think fit, and either collaterally with, or to the
exclusion of, their own powers, and may from time to time revoke, withdraw,
alter or vary all or any of such powers.

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Appointment and Retirement of Directors

Age limit

96. Any provisions of the Statutes which, subject to the provisions of these
Articles, would have the effect of rendering any person ineligible for
appointment as a Director or liable to vacate the office of Director on account
of his having reached the age of seventy or any other age or of requiring
special notice or any of the special formalities in connection with the
appointment of any Director over a specified age shall not apply to the Company,
provided that, in the case of the appointment of a Director who has attained the
age of seventy, his age shall be stated in the notice convening the general
meeting (or in any document accompanying the same) at which he is proposed to be
elected or re-elected.

Disqualification of a director

97.  The office of Director shall be vacated in any of the following events,
     namely:

(a)  if, pursuant to any provisions of the Statutes, he is removed or prohibited
     from being a director;

(b)  if he becomes bankrupt, insolvent, apparently insolvent or makes any
     arrangement or composition with his creditors generally or shall apply to
     the court for an interim order under section 253 of the Insolvency Act 1986
     in connection with a voluntary arrangement under that Act; or

(c)  if he is, or may be, suffering from mental disorder and/or either:

        (i)  he is admitted to hospital in pursuance of an application for
             admission for treatment under the Mental Health Act 1983 or, in
             Scotland, an application for admission under the Mental Health
             (Scotland) Act 1984; or

        (ii) an order is made by a court having jurisdiction (whether in the
             United Kingdom or elsewhere) in matters concerning mental disorder
             for his detention or for the appointment of a receiver, curator
             bonis or other person to exercise powers with respect to his
             property or affairs; or

(d)  if he resigns his office by notice to the Company or, having been appointed
     for a fixed term, the term expires or his office as a director is vacated
     pursuant to Article 104; or

(e)  if he shall be absent from meetings of the Directors for six consecutive
     months without leave and his alternate Director (if any) shall not, during
     such period, have attended in his stead and the Directors shall resolve
     that his office be vacated; or

(f)  if he shall be removed from office by notice in writing sent to him signed
     by all his co-Directors, but so that in the case of a Director holding an
     executive

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     office which automatically determines on his ceasing to be a Director such
     removal shall be deemed an act of the Company and shall have effect without
     prejudice to any claim for damages in respect of the consequent termination
     of his executive office.

Number of directors to retire

98.  At the annual general meeting in every year one-third of the Directors who
are subject to retirement by rotation or, if their number is not three or a
multiple of three, the number nearest to one-third shall retire from office;
but:

(a)  if any director has at the start of the annual general meeting been in
     office for more than three years since his last appointment or
     re-appointment, he shall retire; and

(b)  if there is only one director who is subject to retirement by rotation, he
     shall retire.

Which directors to retire

99.  Subject to the provisions of the Statutes and these Articles, the Directors
to retire by rotation shall include (so far as necessary to obtain the number
required) any Director who wishes to retire and not to offer himself for
re-election. Any further Directors so to retire shall be those of the other
Directors subject to retirement by rotation who have been longest in office
since their last re-election or appointment and so that, as between persons who
became or were last re-elected Directors on the same day, those to retire shall
(unless they otherwise agree among themselves) be determined by lot. The
Directors to retire on each occasion (both as to number and identity) shall be
determined by the composition of the Board of Directors of the Company at the
date of the notice convening the annual general meeting and no Director shall be
required to retire, or be relieved from retiring, by reason of any change in the
number or identity of the Directors after the date of such notice but before the
close of the meeting. A retiring Director shall be eligible for re-election.

When directors deemed to be re-appointed

100. The Company at the meeting at which a Director retires under any provision
of these Articles may (subject to Article 102) by ordinary resolution fill up
the office being vacated by electing thereto the retiring Director or some other
person eligible for appointment. If the Company, at the meeting at which a
Director retires by rotation, does not fill the vacancy the retiring Director
shall, if willing to act, be deemed to have been reappointed unless at the
meeting it is resolved not to fill the vacancy or a resolution for the
reappointment of the Director is put to the meeting and lost. If he is not
reappointed or deemed to have been reappointed, be shall retain office until the
meeting appoints someone in his place or, if he does not do so, until the end of
the meeting.

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Resolution

101.  A resolution for the appointment of two or more persons as Directors by a
single resolution shall not be moved at any general meeting, unless a resolution
that it shall be so moved has first been agreed to by the meeting without any
vote being given against it and any resolution moved in contravention of this
provision shall be void.

Eligibility for election

102.  No person other than a Director retiring at the meeting shall, unless
recommended by the Directors for election, be eligible for appointment as a
Director at any general meeting unless, not less than seven nor more than
twenty-eight days before the day appointed for the meeting, there shall have
been received at the office notice addressed to the Secretary and executed by a
member (other than the person to be proposed) duly qualified to attend and vote
at the meeting for which such notice is given of his intention to propose such
person for election, and also notice executed by the person to be proposed of
his willingness to be elected. The notice to be received from the proposing
member shall state the particulars of the nominee which would, if he were
appointed, be required to be included in the Company's register of directors
maintained by the Company in terms of Section 288 of the 1985 Act.

Additional powers of the Company

103.  The Company may, in accordance with and subject to the provisions of the
Statutes, by ordinary resolution of which special notice has been given, remove
any Director from office notwithstanding any provision of these Articles or of
any contract between the Company and such Director (but without prejudice to any
claim he may have for damages for breach of any such contract) and by ordinary
resolution appoint another person in place of a Director so removed from office,
and any person so appointed shall be treated, for the purpose of determining the
time at which he or any other Director is to retire by rotation, as if he had
become a Director on the day on which the Director in whose place he is
appointed was last elected a Director. In default of such appointment, the
vacancy arising upon the removal of a Director from office may be filled by the
Directors as a casual vacancy.

Appointment by ordinary resolution or by directors

104.  The Company may, by ordinary resolution, appoint any person to be a
Director either to fill a casual vacancy or as an additional Director and
without prejudice and in addition thereto, the Directors shall have power at any
time to appoint any person to be a Director either to fill a casual vacancy or
as an additional Director, but so that, in either case, the total number of
Directors shall not at any time exceed the maximum number (if any) fixed by, or
in accordance with, these Articles. Any person so appointed by the Directors
shall hold office only until the next annual general meeting and shall then be
eligible for election, but shall not be taken into account in determining the
number of Directors who are to retire by rotation at such meeting.

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Alternate Directors

Power to appoint alternate directors

105.(A)  Any Director (other than an alternate director) may at any time, by
notice executed by the Director, appoint any person (including another Director)
to be his alternate Director, and may, in like manner, at any time terminate
such appointment. If such alternate Director is not another Director, such
appointment, unless previously approved by the Directors, shall have effect only
upon and subject to being so approved. Subject to the preceding sentence of this
Article, such appointment or termination shall take effect in accordance with
the terms of the notice on receipt of such notice by the Company which shall, in
the case of a notice contained in an instrument, be sent to the office and
addressed to the Secretary, or otherwise be delivered at a meeting of the
Directors or, in the case of a notice contained in an electronic communication,
be sent to such address (if any) as may for the time being be notified by or on
behalf of the Company for that purpose. Any of the Directors may appoint the
same alternate Director. For the purposes of this Article, an electronic
communication which contains an appointment or termination need not comprise
writing if the Directors so determine and in such a case, if the Directors so
determine, the appointment or termination need not be executed but shall instead
be subject to such conditions as the Directors may approve.

Termination

105.(B)  The appointment of an alternate Director shall automatically determine
on the happening of any event which, if he were a Director, would cause him to
vacate such office or if his appointor ceases to be a Director or if the
approval of the Directors to his appointment is withdrawn, provided that if, at
any meeting, any Director retires by rotation or otherwise but is re-elected at
the same meeting, any appointment made by him pursuant to this Article 105 which
was in force immediately before his retirement shall remain in force as though
he had not retired. An alternate Director may, by sending notice to the office
of the Company, resign such appointment. Such notice shall be sent to the
Company in the same manner as is referred to in Article 105.(A) and shall take
effect upon receipt of the same by the Company.

Alternate to receive notices

105.(C)  An alternate Director shall (except when absent from the United
Kingdom) be entitled, if his appointor so requests, to receive notices of
meetings of the Directors to the same extent as the Director appointing him and
shall be entitled to attend and vote as a Director and be counted for the
purposes of a quorum at any such meeting at which the Director appointing him is
not personally present and, generally, at such meeting to perform all functions,
powers and duties of his appointor as a Director and, for the purposes of the
proceedings at such meeting, the provisions of these Articles shall apply as if
he were a Director. If he shall himself be a Director, or shall attend any such
meeting as an alternate for more than one Director, his voting rights shall be
cumulative but he shall count as only one for the purpose of

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determining whether a quorum is present. If his Appointor is for the time being
absent from the United Kingdom, or temporarily unable to act through ill-health
or disability, his signature to any resolution in writing of the Directors shall
be as effective as the signature of his appointor. To such extent as the
Directors may from time to time determine in relation to any committees formed
under Article 114.(A), this Article 105.(C) shall also apply mutatis mutandis to
any meeting of any such committee of which his appointor is a member. An
alternate Director shall not (save as aforesaid) have power to act as a Director
nor shall he be deemed to be a Director for the purposes of these Articles.

Alternate may be paid expenses but not remuneration

105.(D)  An alternate Director may be repaid expenses, and shall be entitled to
be indemnified, by the Company to the same extent mutatis mutandis as if he were
a Director, but he shall not be entitled to receive from the Company any
remuneration in respect of his services as an alternate Director, except only
such proportion (if any) of the remuneration otherwise payable to his appointor
as such appointor may by notice to the Company from time to time direct.

Alternate not an agent of appointor

105.(E)  Except as otherwise expressly provided in these Articles, an alternate
Director shall be deemed for all purposes to be a Director. Accordingly, except
where the context otherwise requires, a reference to a Director shall be deemed
to include a reference to an alternate Director. An alternate Director shall be
responsible for his own acts and defaults and he shall not be deemed to be the
agent of the Director appointing him.

Proceedings Of Directors

Meetings of directors

106.  Subject to the provisions of these Articles, the Directors may meet
together for the despatch of business, adjourn and otherwise regulate their
meetings as they think fit. Questions arising at any meeting shall be determined
by a majority of votes. In case of an equality of votes, the chairman of the
meeting shall have a second or casting vote. A Director may, and the Secretary
on the requisition of a Director shall, at any time summon a meeting of the
Directors. Notice of a meeting of the Directors shall be deemed to be properly
sent to a Director if it is sent to him personally or by word of mouth or sent
by instrument to him at his last known address or such other address (if any) as
may for the time being be notified by him or on his behalf to the Company for
that purpose or sent using electronic communications to such address (if any) as
may for the time being be notified by him or on his behalf to the Company for
that purpose. A Director absent or intending to be absent from the United
Kingdom may request the Directors that notices of meetings of Directors shall,
during his absence, be sent by instrument to him at such address (if any) as may
for the time being be notified by him or on his behalf to the Company for that
purpose or sent using electronic communications to such address (if any) as may
for the time being be notified by him or on his behalf to the Company for that
purpose but, in the absence of

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<PAGE>

any such request, it shall not be necessary to send notice of a meeting of
Directors to any Director for the time being absent from the United Kingdom. A
Director may waive notice of any meeting either prospectively or
retrospectively. Without prejudice to the first sentence of this Article 106, a
meeting of the Directors, or of a committee of the Directors, may consist of a
conference between Directors who are not all in one place, but of whom each is
able, directly or by telephonic or other communication, to speak to each of the
others and to be heard by each of the others simultaneously. A Director taking
part in such a conference shall be deemed to be present in person at the meeting
and shall be entitled to vote or be counted in a quorum accordingly. Such a
meeting shall be deemed to take place where the largest group of those
participating in the conference is assembled, or, if there is no such group,
where the chairman of the meeting then is. The word meeting in these Articles
shall be construed accordingly. Any electronic communication pursuant to this
Article 106 need not comprise writing if the Directors so determine.

Authority to vote

107.  A Director who is unable to attend any meeting of the Directors and has
not appointed an alternate Director may authorise any other Director to vote for
him at that meeting, and in that event the Director so authorised shall have a
vote for each Director by whom he is so authorised in addition to his own vote.
Any such authority must be in writing which must be produced at the meeting at
which the same is to be used and be left with the Secretary for retention. For
the purpose of this Article, an electronic communication which contains an
authority need not comprise writing if the Directors so determine.

Quorum

108.  The quorum necessary for the transaction of the business of the Directors
may be fixed by the Directors and, unless so fixed at any other number, shall be
two. A meeting of the Directors, at which a quorum is present, shall be
competent to exercise all powers and discretions for the time being exercisable
by the Directors.

Directors' interests

109.  A Director who is in any way, whether directly or indirectly, interested
in a contract or proposed contract (or any transaction or arrangement whether or
not constituting a contract) with the Company or any subsidiary undertaking of
the Company shall declare the nature of his interest in accordance with the
provisions of the Statutes. For the purposes of this Article 109:

(a)   a general notice sent to the Directors that a Director is to be regarded
      as having an interest of the nature and extent specified in the notice in
      any transaction or arrangement in which a specified person or class of
      persons is interested shall be deemed to be a disclosure that the Director
      has an interest in any such transaction of the nature and extent so
      specified; and

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(b)  an interest of which a Director has no knowledge and of which it is
     unreasonable to expect him to have knowledge shall not be treated as an
     interest of his.

Directors' powers to vote

110.(A)  Save as herein provided, a Director shall not vote in respect of any
contract or arrangement or any other proposal whatsoever in which (together with
any interest of any person connected with him) he has any material interest
otherwise than by virtue of his interests in shares or debentures or other
securities of or otherwise in or through the Company. A Director shall not be
counted in the quorum at a meeting in relation to any resolution on which he is
debarred from voting.

Where interest does not prevent voting

110.(B)  Subject to the provisions of the Statutes, a Director shall (in the
absence of some other material interest than is indicated below) be entitled to
vote (and be counted in the quorum) in respect of any resolution concerning any
of the following matters, namely:

(a)  the giving of any guarantee, security or indemnity to him in respect of
     money lent or obligations incurred by him at the request of, or for the
     benefit of, the Company or any of its subsidiary undertakings;

(b)  the giving of any guarantee, security or indemnity in respect of a debt or
     obligation of the Company or any of its subsidiary undertakings for which
     he himself has assumed responsibility (in whole or in part and whether
     alone or jointly with others) under a guarantee or indemnity or by the
     giving of security;

(c)  any proposal concerning the subscription or purchase by him of shares,
     debentures or other securities of the Company pursuant to an offer or
     invitation to members or debenture holders of the Company, or any class of
     them, or to the public or any section of them;

(d)  a contract, arrangement, transaction or proposal concerning an offer of
     shares or debentures or other securities of or by the Company or any of its
     subsidiary undertakings for subscription or purchase, in which offer he is
     or may be interested as a participant in the underwriting or
     sub-underwriting thereof;

(e)  a contract, arrangement, transaction or proposal concerning any other body
     corporate in which he is interested, directly or indirectly, and whether as
     an officer or shareholder or otherwise howsoever, provided that he
     (together with persons connected with him within the meaning of Section 346
     of the 1985 Act) does not hold an interest (as that term is used in
     Sections 198 to 211 of the 1985 Act) representing 1 per cent. or more of
     the issued shares of any class of the equity share capital of such body
     corporate (or of any third body corporate through which his interest is
     derived) or of the voting rights available to members of the relevant body
     corporate (any such interest being deemed for the purposes of this Article
     110 to be a material interest in all

                                                                         Page 59

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     circumstances). For the purpose of this sub-paragraph (e) there shall be
     disregarded any shares held by a Director as simple trustee under the law
     of Scotland and of a bare or custodian trustee under the laws of England
     and Wales and in which he has no beneficial interest and any shares
     comprised in any authorised unit trust scheme in which the Director is
     interested only as a unit holder;

(f)  a contract, arrangement, transaction or proposal for the benefit of
     employees of the Company or of any of its subsidiary undertakings which
     does not award him any privilege or benefit not generally accorded to the
     employees to whom the contract or arrangement relates; and

(g)  a contract, arrangement, transaction or proposal concerning insurance which
     the Company is empowered to purchase and/or maintain for or for the benefit
     of any Directors of the Company or for persons who include Directors of the
     Company.

Interests of connected persons and alternates

110.(C)   For the purpose of this Article 110, an interest of a person who is,
for the purpose of the 1985 Act, connected with (which words shall have the
meaning given thereto by Section 346 of the 1985 Act) a Director shall be
treated as an interest of the Director and, in relation to an alternate, an
interest of his appointor shall be treated as an interest of the alternate
without prejudice to any interest which the alternate has otherwise.

Consideration of matters involving two or more directors

110.(D)   Where proposals are under consideration concerning the appointment
(including fixing or varying the terms of appointment) of two or more Directors
to offices or employments with the Company or any undertaking in which the
Company is interested, such proposals may be divided and considered in relation
to each Director separately and in such case each of the Directors concerned (if
not debarred from voting under paragraph (e) of Article 110.(B) or otherwise
precluded from voting) shall be entitled to vote (and be counted in the quorum)
in respect of each resolution, except that concerning his own appointment.

Materiality of directors' interests

110.(E)   If any question shall arise at any meeting as to the materiality of a
Director's interest, or as to the entitlement of any Director to vote, and such
question is not resolved by his voluntarily agreeing to abstain from voting,
such question shall be referred to the chairman of the meeting (or, if the
Director concerned is the chairman, to the other Directors at the meeting) and
his ruling in relation to any Director other than himself (or, as the case may
be, the ruling of the majority of the other Directors in relation to the
chairman) shall be final and conclusive, except in a case where the nature or
extent of the interests of such Director (or, as the case may be, the chairman)
has not been fairly disclosed.

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Power of directors if number falls below minimum

111. The continuing Directors may act notwithstanding any vacancies in their
number, but if, and so long as, the number of Directors is reduced below the
number fixed by, or in accordance with, these Articles as the necessary quorum
of Directors the continuing Directors or Director may act for the purpose of
filling up such vacancies or of summoning general meetings of the Company, but
not for any other purpose. If there are no Directors or Director able or willing
to act, then any two members may summon a general meeting for the purpose of
appointing Directors.

Chairman

112. The Directors may elect a chairman (or make any appointment by them of a
Director conditional upon his becoming the chairman) and one or more deputy
chairmen and determine the period for which each is to hold office. The chairman
or, in his absence, one of any deputy chairmen shall preside at meetings of the
Directors, but if no chairman or deputy chairman shall have been appointed, or
if at any meeting none of them be present within five minutes after the time
appointed for holding the same, the Directors present may choose one of their
number to be chairman of the meeting. If at any time there is more than one
deputy chairman or vice-chairman, the right to preside at a meeting of Directors
shall in the absence of the chairman be determined as between the deputy
chairmen present (if more than one) by seniority in length of appointment or
otherwise as resolved by the Directors.

Resolutions in writing

113. A resolution in writing, executed by all the Directors for the time being
in the United Kingdom and all the alternate Directors (if any) for the time
being in the United Kingdom whose appointors are for the time being absent from
the United Kingdom (provided that their number is sufficient to constitute a
quorum) or by all the members of a committee formed under Article 114.(A) for
the time being, shall be as valid and effective as a resolution passed at a
meeting of the Directors or, as the case may be, of such committee duly convened
and held. For this purpose:

(a)  a resolution may be by means of an instrument or contained in an electronic
     communication sent to such address (if any) as may for the time being be
     notified by the Company for that purpose; and

(b)  a resolution may consist of several instruments and/or several electronic
     communications, each executed by one or more Directors or alternate
     Directors or members of the committee concerned, or a combination of both.

Committees of directors

114.(A)   The Directors may delegate any of their powers or discretions
(including, for the avoidance of doubt, any powers or discretions relating to
the remuneration of Directors) to committees consisting of one or more of the
Directors and (if thought fit) one or more other persons co-opted as hereinafter
provided. Any such delegation shall, in the absence of express provision to the
contrary in the terms

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of delegation, be deemed to include authority to sub-delegate to one or more
Directors (whether or not acting as a committee) or to any employee or agent of
the Company all or any of the powers delegated and may be made subject to such
conditions as the Directors may specify, and may be revoked or altered. Any
committee so formed shall, in the exercise of the powers so delegated, conform
to any regulations which may from time to time be imposed by the Directors. Any
such regulations may provide for, or authorise, the co-option to the committee
of persons other than Directors and for such co-opted members to have voting
rights as members of the committee, but so that (a) the number of co-opted
members shall be less than one half of the total number of members of the
committee and (b) no resolution of the committee shall be effective unless a
majority of the members of the committee present at the meeting are Directors or
alternates of Directors.

Proceedings of committees

114.(B)  The meetings and proceedings of any such committee shall be governed by
the provisions of these Articles regulating the meetings and proceedings of the
Directors so far as the same are applicable and are not superseded by any
regulations made by the Directors under Article 114.(A).

Use of designation Director

115. The Directors may appoint any person to any office or employment having a
designation or title including the word Director, or attach to any existing
office or employment with the Company such a designation or title, and may
terminate any such appointment or the use of any such designation or title.
Unless the appointment of the holder has been recorded in the register of
directors maintained by the Company in terms of Section 288 of the 1985 Act, the
inclusion of the word Director in the designation or title of any such office or
employment shall not imply that the holder is a Director of the Company, nor
shall the holder thereby be empowered in any respect to act as, or be deemed to
be, a Director of the Company for any of the purposes of these Articles.

Validity of proceedings

116. All acts done by any meeting of Directors or of any such committee or by
any person acting as a Director shall, as regards all persons dealing in good
faith with the Company, notwithstanding that there was some defect in the
appointment or continuance in office of any such Directors (or their
alternates), or member of the committee, or person acting as aforesaid, or that
they or any of them were disqualified or had vacated office, or were not
entitled to vote, be as valid as if every such person had been duly appointed
and was qualified and had continued to be a Director (or alternate Director) or
member of the committee and had been entitled to vote.

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General Powers of Directors

Business to be managed by the directors

117.(A)  The business and affairs of the Company shall be managed by the
Directors who, subject to and in accordance with the provisions of the Statutes,
the Memorandum of Association of the Company (the Memorandum) and these Articles
and to any directions given by special resolution, may exercise all the powers
of the Company. No alteration of the Memorandum or these Articles and no such
direction shall invalidate any prior act of the Directors which would have been
valid if that alteration had not been made or that direction had not been given.
The general powers given by this Article 117 shall not be limited, or
restricted, by any special authority or power given to the Directors by these
Articles and a meeting of the Directors at which a quorum is present may
exercise all powers exercisable by the Directors.

Exercise by Company of Voting Rights

117.(B)  The Directors may exercise the voting power conferred by the shares in
any body corporate held or owned by the Company in such manner in all respects
as they think fit (including without limitation the exercise of that power in
favour of any resolution appointing its members or any of them directors of such
body corporate, or voting or providing for the payment of remuneration to the
directors of such body corporate).

Local boards

118.(A)  The Directors may make such arrangements as they think fit for the
management and transaction of the Company's affairs in any specified locality,
whether in the United Kingdom or elsewhere, and, without prejudice to the
generality of the foregoing, may at any time, and from time to time, (a)
establish any regional, divisional or local boards, committees or agencies for
managing any of the affairs of the Company, either in the United Kingdom or
elsewhere; (b) appoint any one or more of the Directors, or any other person or
persons, to be members of such regional, divisional or local boards or
committees, or any managers or agents, and may fix their remuneration; (c)
delegate to any regional, divisional or local board or committee, manager or
agent any of the powers, authorities and discretions vested in the Directors
with power to sub-delegate; (d) authorise the members of any regional,
divisional or local boards or committees or any of them, to fill any vacancies
therein, and to act notwithstanding vacancies and any such appointment or
delegation may be made upon such terms and subject to such conditions as the
Directors may think fit; and (e) remove any person so appointed, may fix the
quorum of the said regional, divisional or local boards or committees, and may
annul or vary any such delegation, but no person dealing in good faith and
without notice of any such annulment or variation shall be affected thereby.

Agents

118.(B)  The Directors may, by power of attorney or otherwise, appoint any
person to be the agent of the Company for such purposes, with such powers,

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authorities and discretions (not exceeding those vested in the board) and on
such conditions as the Directors determine, including without limitation
authority for the agent to delegate all or any of his powers, authorities and
discretions, and may revoke or vary such delegation.

Powers of attorney

119. The Directors may, from time to time and at any time, by power of attorney
or otherwise, appoint any person or undertaking, whether nominated directly or
indirectly by the Directors, to be the attorney or attorneys of the Company for
such purposes and with such powers, authorities and discretions (not exceeding
those vested in or exercisable by the Directors under these Articles) and for
such period, and subject to such conditions, as they may think fit, and any such
power of attorney may contain such provisions for the protection and convenience
of persons dealing with any such attorney as the Directors may think fit, and
may also authorise any such attorney to sub-delegate all or any of the powers,
authorities and discretions vested in him. The Directors may delegate all or any
of their powers under this Article 119.

Official seal for use abroad

120. The Company may exercise the powers conferred by the Statutes with regard
to having an official seal for use abroad and such powers shall be vested in the
Directors.

Overseas and local registers

121. Subject to and to the extent permitted by the Statutes and the Regulations,
the Company, or the Directors on behalf of the Company, may cause to be kept in
any territory outside the United Kingdom a branch register of members resident
in such territory, and the Directors may make and vary such regulations as they
may think fit in respect of the keeping of any such register.

Execution by the Company

122. All cheques, promissory notes, drafts, bills of exchange, and other
negotiable or transferable instruments, and all receipts for moneys paid to the
Company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as
the case may be, in such manner as the Directors or any duly authorised
committee of the Directors shall from time to time determine.

Borrowing Powers

General power to borrow

123.(A)  Subject as hereinafter provided, the Directors may exercise all the
powers of the Company to borrow money and to pledge or grant any security over
all or any part of its undertaking, property and assets (present and future) and
uncalled capital and, subject to and in accordance with the Statutes, to issue
debentures, debenture stock and other securities whether terminable, redeemable
or perpetual and

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whether outright or as collateral security for any guarantee, debt, liability or
obligation of the Company or of any third party.

Definitions for and interpretation of Article 123

123.(B)  For the purposes of this Article 123:

     Adjusted Capital and Reserves shall be interpreted in accordance with
     Article 123.(D);

     equity share capital has the same meaning as in Section 744 of the 1985
     Act;

     Excepted Foreign Currency Borrowings means moneys borrowed denominated or
     repayable in a currency other than sterling which have the benefit of an
     exchange cover scheme;

     exchange cover scheme means HM Treasury exchange cover scheme, forward
     currency contract, currency option, back-to-back loan, swap or other
     arrangement taken out or entered into to reduce the risks associated with
     fluctuations in the exchange rates;

     finance lease means a contract between a lessor and a member of the Group
     as lessee or sub-lessee where substantially all the risks and rewards of
     the ownership of the asset leased or sub-leased are to be borne by the
     lessee or sub-lessee;

     Group means the Company and its subsidiary undertakings for the time being;

     hire purchase agreement means a contract of hire between a hire purchase
     lender and a member of the Group as hirer;

     Investments means at any time the aggregate of:

          (a)  cash at bank and in hand;

          (b)  deposits (including for the avoidance of doubt, certificates of
               deposit) for a term not exceeding six months and money at call;
               and

          (c)  securities issued by the Government of the United Kingdom which
               are traded on a recognised investment exchange.

     Latest Accounts means in the case where:

          (a)  the Company has no subsidiary undertakings, the latest published
               audited balance sheet of the Company; or

          (b)  the Company has subsidiary undertakings but there is no audited
               consolidated balance sheet of the Group, the respective latest
               published audited balance sheets of the undertakings comprising
               the Group;

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          (c)  the Company has subsidiary undertakings some only of whose
               audited balance sheets are consolidated in the latest published
               audited balance sheet of the Group, the latest published
               consolidated audited balance sheet of the Group together with the
               latest published audited balance sheets of those subsidiary
               undertakings whose audited balance sheets are not included in the
               consolidated audited balance sheet of the Group; and

          (d)  the Company has subsidiary undertakings all of whose audited
               balance sheets are consolidated in the latest published audited
               consolidated balance sheet of the Group, the latest published
               consolidated audited balance sheet of the Group

     and in this Article 123 references to balance sheets shall be construed as
     balance sheets prepared for the purposes of the Statutes in accordance with
     the historical cost convention or that convention with modifications
     provided that if balance sheets prepared for the purposes of the Statutes
     have not been prepared in accordance with the historical cost convention
     but have been prepared in accordance with the current cost convention
     references to balance sheets are to be taken as references to balance
     sheets prepared for the purpose of the Statutes in accordance with the
     current cost convention but adjusted as the Auditors, after consultation
     with the Directors, consider appropriate to enable the aggregate amount
     referred to in Article 123.(C) below to be calculated as though derived
     from a balance sheet prepared in accordance with the historical cost
     convention or that convention as applied with such modifications as may be
     appropriate in the circumstances and references to the Latest Accounts
     shall be construed accordingly;

     moneys borrowed shall be interpreted in accordance with Article 123.(E);

     outside interests means the proportion of the nominal amount of the issued
     equity share capital of a partly owned subsidiary undertaking which is not
     attributable, directly or indirectly, to the Company; and

     subsidiary undertaking shall be construed as a subsidiary undertaking of
     the Company.

Maximum limit on borrowings

123.(C)   The Directors shall restrict the moneys borrowed by the Company and
exercise all voting and other rights or powers of control exercisable by the
Company in relation to its subsidiary undertakings so as to secure (so far, as
regards subsidiary undertakings, as by such exercise they can secure) that the
aggregate principal amount (including any fixed or minimum premium payable on
final repayment) at any one time outstanding in respect of all moneys borrowed
(whether secured or not) by the Group (exclusive of moneys borrowed by any
member of the Group from any other member of the Group, subject to paragraph (c)
of Article 123.(E)) for the time being, subject as hereinafter provided, shall
not without the previous sanction of an ordinary resolution of the Company
exceed (i) at any time prior to the date of publication of the

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audited accounts of the Company for the accounting period current at the date of
adoption of these Articles (pounds)8,000,000,000 and (ii) at any time thereafter
a sum equal to two and a half (2 1/2) times the Adjusted Capital and Reserves;

Adjusted capital and reserves

123.(D)  For the purposes of this Article 123, the expression Adjusted Capital
and Reserves shall mean at the relevant time the aggregate of:

(a)    the amount for the time being paid up or credited as paid up on the
       issued share capital of the Company and such of the share capital as has
       been unconditionally allotted but not issued; and

(b)    the total of the amounts standing to the credit of the reserves of the
       Group (including any share premium account, capital redemption reserve,
       revaluation reserve and statutory reserve and after adding any credit
       balance or deducting any debit balance on the profit and loss account),

all based on the Latest Accounts after:

(i)    making such adjustments as may be appropriate to reflect any variations
       since the date of the Latest Accounts in such share capital or reserves
       and so that for this purpose (aa) if the Company proposes to issue or has
       issued any shares for cash and the issue has been underwritten then the
       amount (including any premium) of the subscription moneys so underwritten
       (not being moneys payable later than six months after the date the
       underwriting becomes unconditional) shall be deemed to have been paid up
       on the date when the issue of such shares was underwritten (or if such
       underwriting was conditional, on the date when the underwriting becomes
       unconditional) and (bb) subject as aforesaid, share capital (including
       any premium) shall be deemed to have been paid up as soon as it has been
       unconditionally agreed to be subscribed or taken up by any person
       (provided it is to be so subscribed or taken up within six months of such
       agreement);

(ii)   excluding any sums attributable to outside interests in any subsidiary
       undertaking and making such adjustments as may be appropriate in respect
       of any variation in the interests of the Company in its subsidiary
       undertakings since the date of the Latest Accounts;

(iii)  deducting any distributions declared, recommended or made by a member of
       the Group (other than attributable directly or indirectly to the Company)
       out of profits earned up to and including the date of the Latest Accounts
       to the extent that any such distributions are not provided for therein;

(iv)   making all such adjustments, if the calculation is required for the
       purposes of, or in connection with, a transaction under or in connection
       with which any undertaking is to become or cease to be a subsidiary
       undertaking, as would be appropriate if such transaction had been carried
       into effect; and

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(v)    making such other adjustments (if any) as the auditors may consider
       appropriate to provide for the carrying into effect of the transaction
       for the purposes of which the Adjusted Capital and Reserves requires to
       be calculated or otherwise.

Moneys borrowed

123.(E)  (a) For the purposes of this Article 123, moneys borrowed shall,
             subject to paragraph (b) of this Article 123.(E), be deemed to
             include the following, except in so far as otherwise taken into
             account:

            (i)    the principal amount for the time being outstanding and owing
                   by a member of the Group in respect of any debenture (other
                   than the debenture dated 30th April, 1991 issued in favour of
                   the Secretary of State pursuant to a direction made under
                   Section 71 of the Electricity Act 1989) whether issued for
                   cash or otherwise;

            (ii)   the principal amount raised by a member of the Group by
                   acceptances under any acceptance credit opened on its behalf
                   and in its favour by any bank or accepting house (not being
                   acceptances in respect of the purchase or sale of goods or
                   the provision of services in the ordinary course of business
                   which are outstanding for six months or less);

            (iii)  the nominal amount of any share capital and the principal
                   amount of any borrowings of any person (together in each case
                   with any fixed or minimum premium payable on final repayment)
                   the redemption or repayment of which is guaranteed or wholly
                   or (to the extent the same is partly secured) partly secured
                   by a member of the Group (but excluding any such share
                   capital which is for the time being beneficially owned by,
                   and (as determined in accordance with paragraph (c) of this
                   Article 123.(E)) any such borrowings which are for the time
                   being owed to, a member of the Group);

            (iv)   the nominal amount of any share capital (not being equity
                   share capital) of any subsidiary undertaking owned otherwise
                   than by the Company or another subsidiary undertaking;

            (v)    any fixed or minimum premium payable on final redemption or
                   repayment of any debentures, share capital or other borrowed
                   moneys falling to be taken into account; and

            (vi)   any amount in respect of a hire purchase agreement or of a
                   finance lease payable in either case by a member of the Group
                   which would be shown as being so payable in a balance sheet
                   prepared in accordance with the accounting principles used in
                   the preparation of the Latest Accounts.

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          (b) For the purposes of this Article 123 moneys borrowed shall be
              deemed not to include the following:

              (i)    borrowings incurred by a member of the Group for the
                     purpose of financing any contract in respect of which any
                     part of the price receivable under the contract by that or
                     any other member of the Group is guaranteed or insured by
                     the Export Credits Guarantee Department or by any other
                     governmental department or agency fulfilling a similar
                     function, up to an amount equal to that part of the price
                     receivable under the contract which is so guaranteed or
                     insured;

              (ii)   borrowings by a member of the Group before, and outstanding
                     after, it becomes a subsidiary undertaking of the Company
                     and amounts secured on an asset before, and remaining so
                     secured after, it is acquired by a member of the Group
                     until six months after the undertaking becomes a subsidiary
                     undertaking or the asset is acquired, as the case may be;

              (iii)  any guarantee or indemnity given by any member of the group
                     in respect of any amount or obligation deemed not to be
                     moneys borrowed under any of the provisions of this Article
                     123; and

              (iv)   borrowings incurred by a member of the Group for the
                     purpose of complying with any direction issued by the
                     Secretary of State under Section 34 or Section 96 of the
                     Electricity Act 1989;

          (c) For the purposes of this Article 123:

              (i)    moneys borrowed by a partly owned subsidiary undertaking
                     and not owing to another member of the Group shall
                     (notwithstanding paragraph (a) of this Article 123.(E)) be
                     taken into account subject to the exclusion of a proportion
                     of such moneys borrowed attributable to outside interests;

              (ii)   moneys borrowed and owing to a partly owned subsidiary
                     undertaking by another member of the Group shall, subject
                     to paragraph (a) of this Article 123.(E) and sub-paragraph
                     (iii) below, be taken into account to the extent of the
                     proportion of such moneys borrowed attributable to the
                     outside interests in such partly owned subsidiary
                     undertaking; and

              (iii)  in the case of moneys borrowed and owing to a partly owned
                     subsidiary undertaking by another partly owned subsidiary
                     undertaking, the proportion which would otherwise be taken
                     into account under sub-paragraph (ii) above shall be
                     reduced by excluding such part of such moneys borrowed as
                     is attributable to the outside interests in the borrowing
                     subsidiary undertaking;

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          (d)  There shall be offset against the amount of moneys borrowed, any
               amounts beneficially owned by a member of the Group which
               represent the value of Investments which would be shown as
               current assets in a balance sheet prepared in accordance with the
               accounting principles used in the preparation of the Latest
               Accounts, subject, in the case of Investments which are
               beneficially owned by a partly owned subsidiary undertaking, to
               the exclusion of a proportion thereof attributable to outside
               interests.

          (e)  For the avoidance of doubt, no amount shall be taken into account
               more than once in any calculation of moneys borrowed; and

          (f)  When the aggregate principal amount of borrowings required to be
               taken into account on any particular date is being ascertained,
               any particular borrowing which is then outstanding and which is
               denominated or repayable in a currency other than sterling shall:

               (i)  with the exception of Excepted Foreign Currency Borrowings,
                    be translated into sterling at the rate of exchange
                    prevailing in London at the close of business on the last
                    business day before that date or, if it would result in a
                    lower figure, at the rate of exchange prevailing in London
                    at the close of business on the last business day six months
                    before that time and so that, for these purposes, the rate
                    of exchange shall be taken as the spot rate in London
                    recommended by a London clearing bank selected by the
                    Directors as being the most appropriate rate for the
                    purchase by the Company of the currency and amount in
                    question for sterling at the time in question; and

               (ii) in the case of any Excepted Foreign Currency Borrowings, at
                    the rate of exchange which would be applicable to such
                    moneys borrowed on their repayment to the extent that such
                    rate of exchange is fixed under any exchange cover scheme in
                    connection with such moneys borrowed, provided that, where
                    it is not possible to determine the rate of exchange
                    applicable at the time of repayment of such moneys borrowed,
                    they shall be translated into sterling under the terms of
                    the applicable exchange cover scheme on such basis as may be
                    agreed with, or determined by, the auditors or, if it is
                    agreed with the auditors not to be practicable, in
                    accordance with the provisions of sub-paragraph (f)(i)
                    above.

Fluctuating rates of exchange

123.(F) The Company shall not be in breach of the borrowing limit under this
Article 123 by reason of the limit being exceeded as a result only of any
fluctuation in rates of exchange provided that within six months of the
Directors becoming aware of any such fluctuation or change which would but for
this provision have caused such a

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breach, the aggregate principal amount as aforesaid is reduced to an amount not
exceeding the said limit.

Changes in legislation

123.(G)   If, as a result of any change in legislation relating to or affecting
taxation matters, any amount payable by a member of the Group in respect of any
finance lease shall increase and, if in consequence the borrowing limit under
this Article 123 is exceeded, an amount of moneys borrowed equal to the excess
may be disregarded until the expiration of six months after the date on which
the Directors become aware that such a situation has arisen.

Validity of borrowing arrangements

123.(H)   No person dealing with the Company or any of its subsidiary
undertakings shall, by reason of the foregoing provisions, be concerned to see
or inquire whether the said limits are observed, and no debt incurred or
security given in excess of such limit shall be invalid or ineffectual unless
the lender or the recipient of the security had, at the time when the debt was
incurred or security given, express notice that the said limit had been or would
thereby be exceeded. A certificate signed by two Directors that the amount of
any moneys borrowed is within the said limits shall for the purposes of this
Article 123.(H) be conclusive evidence in any question between any such person
and the Company.

Certification by auditors

123.(I)   A certificate or report by the auditors as to the amount of Adjusted
Capital and Reserves or as to the amount of moneys borrowed or to the effect
that the limit imposed by this Article 123 has or has not been or will or will
not be exceeded at any particular time or times shall be conclusive evidence of
the amount or of that fact.

Secretary

124. The Secretary shall be appointed by the Directors on such terms and for
such period as they may think fit. Any Secretary so appointed may, at any time,
be removed from office by the Directors, but without prejudice to any claim for
damages for breach of any contract of service between him and the Company. If
thought fit, two or more persons may be appointed as joint secretaries. The
Directors may also appoint, from time to time, on such terms as they may think
fit, one or more deputy secretaries and assistant secretaries. Anything by the
Statutes or by these Articles required or authorised to be done by or to the
Secretary may, if the office is vacant or there is for any other reason no
Secretary capable of acting, be done by or to any deputy or assistant secretary,
or if there is no deputy or assistant secretary capable of acting, by or to any
officer of the Company authorised generally or specially in that behalf by the
Directors.

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Seals

125.(A) The Directors shall provide for the safe custody of the seal and any
securities seal and neither shall be used without the authority of the Directors
or a committee authorised by the Directors on their behalf.

125.(B) Every deed, contract, document, instrument or other writing to which the
seal shall be affixed shall (except as permitted by Article 19.(A)) be
subscribed on behalf of the Company by two of the Directors of the Company, or
by a Director and the Secretary of the Company, or by two persons authorised to
subscribe such deed, contract, document, instrument or other writing on its
behalf.

125.(C) Any instrument may be executed under the seal by impressing the seal by
mechanical means or by printing the seal or a facsimile of it on the instrument
or by applying the seal or a facsimile of it by any other means to the
instrument. An instrument executed, with the authority of a resolution of the
Directors, by a Director and the secretary or by two Directors and expressed (in
whatever form of words) to be executed by the Company has the same effect as if
executed under the seal. For the purpose of the preceding sentence only,
secretary shall have the same meaning as in the 1985 Act.

125.(D) The securities seal shall be used only for sealing securities issued by
the Company and documents creating or evidencing securities so issued. Any such
securities or documents sealed with the securities seal shall not require to be
signed.

Authentication of Documents

126. Any Director or the Secretary or any person appointed by the Directors or
by a duly authorised committee for the purpose shall have power to authenticate
and certify as true copies of and extracts from:

(a)   any document comprising or affecting the constitution of the Company
      whether in an instrument or electronic form;

(b)   any resolution passed by the Company, the holders of any class of shares
      in the capital of the Company or the Directors or any committee whether in
      physical form or electronic form; and

(c)   any book, record, document and accounts relating to the business of the
      Company, whether in physical form or electronic form.

Where any books, records, documents or accounts are elsewhere than at the office
the officer, servant or agent of the Company having the custody thereof shall be
deemed to be a person appointed by the Directors as aforesaid. A document
purporting to be a copy of a resolution, or an extract from the minutes of a
meeting of the Company or of the Directors or any committee, which is certified
as aforesaid and whether in physical form or electronic form shall be conclusive
evidence in favour of all persons dealing with the Company upon the faith
thereof that such resolution has been duly passed or,

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as the case may be, that such minutes or extract is a true and accurate record
of proceedings at a duly constituted meeting.

Minutes and Books

Keeping of minutes and books

127. The Directors shall cause minutes to be made in books to be provided for
the purpose:

(a)   of all appointments of officers made by the Directors;

(b)   of the names of the Directors or their alternates and any other persons
      present at each meeting of Directors and of any committee formed under
      Article 114.(A); and

(c)   of all resolutions and proceedings at all meetings of the Company and of
      any class of members of the Company and of the Directors and of committees
      formed under Article 114.(A).

Any such minutes shall be conclusive evidence of any such proceedings if they
purport to be executed by the chairman of the meeting at which the proceedings
were held or by the chairman of the next succeeding meeting.

Safeguarding of minutes and books

128. Any register, index, minute book, book of account or other book required by
these Articles or the Statutes to be kept by or on behalf of the Company may be
kept either by making entries in bound books or by recording them in any other
manner. In any case in which bound books are not used, the Directors shall take
adequate precautions for guarding against falsification and for facilitating
discovery of falsification.

Dividends

Declaration of dividends by the Company

129.  The Company may, by ordinary resolution, declare dividends in accordance
with the respective rights of the members, but no dividend shall be payable
except out of the profits of the Company available for distribution under the
provisions of the Statutes and these Articles or in excess of the amount
recommended by the Directors. Unless and to the extent that the rights attached
to any shares or the terms of issue thereof otherwise provide, all dividends
shall (as regards any shares not fully paid throughout the period in respect of
which the dividend is paid) be apportioned and paid pro rata according to the
amounts paid on the shares during any portion or portions of the period in
respect of which the dividend is paid. For the purposes of this Article 129, no
amount paid on a share in advance of calls shall be treated as paid on the
share.

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Declaration of dividends by the Directors

130.  Subject to the provisions of the Statutes, the Directors may pay dividends
(whether final or otherwise) if it appears to them that they are justified by
the profits of the Company available for distribution. If the share capital is
divided into different classes, the Directors may pay dividends on shares which
confer deferred or non-preferred rights with regard to dividend as well as on
shares which confer preferential rights with regard to dividend, but no dividend
shall be paid on shares carrying deferred or non-preferred rights if, at the
time of payment, any preferential dividend is in arrears. The Directors may also
pay, at intervals settled by them, any dividend payable at a fixed rate if it
appears to them that the profits available for distribution justify the payment.
If the Directors act in good faith, they shall not incur any liability to the
holders of shares conferring preferred rights for any loss they may suffer by
the lawful payment of a dividend on any shares having deferred or non-preferred
rights.

Currency of payment

131.(A) The Directors may at their discretion make provisions to enable an ADR
Depositary to receive dividends duly payable in a currency or currencies other
than Sterling.

131.(B) For the purpose of the calculation of the amount payable in respect of
any dividend, the rate of exchange to be used to determine the relevant currency
equivalent of any sum payable as a dividend shall be such market rate (whether
spot or forward) selected by the Directors as they shall consider appropriate
subject to such adjustments as the directors may determine ruling in London on
the date which is the business day last preceding (a) in the case of a dividend
to be declared by the Company in general meeting, the date on which the
Directors publicly announce their intention to recommend that specific dividend
and (b) in the case of any other dividend, the date on which the Directors
publicly announce their intention to pay that specific dividend, provided that
where the Directors consider the circumstances to be appropriate they shall
determine such relevant currency equivalent of any sums payable as a dividend by
reference to such market rate or rates or the mean of such market rates
prevailing at such time or times or on such other date or dates, in each case
falling before the time of the relevant announcement, as the Directors may in
their discretion select. The decision of the directors regarding the exchange
rate shall be conclusive and binding.

Interest not payable

132.  No dividend or other moneys payable on or in respect of a share shall bear
interest as against the Company, unless otherwise provided by the rights
attached to the share.

Permitted deductions

133.  The Directors may deduct from any dividend or other moneys payable to any
member, whether alone or jointly with any other member, on or in respect of a
share all sums of money (if any) presently payable by him, whether alone or
jointly with any

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other member, to the Company on account of calls or otherwise in relation to
shares of the Company.

Retention of dividends

134.  The Directors may retain any dividend or other moneys payable on or in
respect of a share on which the Company has a lien, and may apply the same in or
towards satisfaction of the debts, liabilities or other obligations in respect
of which the lien exists.

Waiver of dividends

135.  The waiver, in whole or in part, of any dividend on any share by any
document shall be effective only if such document is executed by the holder (or
the person entitled to the share in consequence of a transmission event) and
delivered to the Company and if, or to the extent that, the same is accepted as
such or acted upon by the Company.

Unclaimed dividends

136.  Without prejudice to the operation of Article 137, all dividends or other
moneys payable on, or in respect of, a share unclaimed after having been
declared may be invested or otherwise made use of by the Directors for the
benefit of the Company until claimed. The payment by the Directors of any
unclaimed dividend or other moneys payable on, or in respect of, a share into a
separate account shall not constitute the Company a trustee in respect thereof.
The Company shall be entitled to cease sending dividend warrants and cheques by
post or otherwise to a member if those instruments have been returned
undelivered to, or left uncashed by, that member on at least two consecutive
occasions, or, following one such occasion, reasonable enquiries have failed to
establish the member's new address. The entitlement conferred on the Company by
this Article in respect of any member shall cease if the member claims a
dividend or cashes a dividend warrant or cheque.

Forfeiture of unclaimed dividends

137. Any dividend unclaimed after a period of twelve years from the date when it
became due for payment shall, if the Directors so resolve, be forfeited and
shall revert to the Company.

Dividends in specie

138.  The Company may either: (i) upon the recommendation of the Directors, by
ordinary resolution; or (ii) by resolution of the Directors in respect of a
dividend to be paid pursuant to Article 130, direct that payment of a dividend
(whether final or otherwise), in whole or in part, be made by the distribution
of specific assets (and in particular of paid-up shares or debentures of any
other company) and the Directors may give effect to such resolution, and where
any difficulty arises in regard to such distribution, the Directors may: (a)
settle the same as they think expedient and, in particular, may issue fractional
certificates or may authorise any person to sell and

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transfer any fractions and distribute or retain the proceeds or disregard
fractions altogether; (b) fix the value for distribution of such specific assets
or any part thereof; (c) determine that cash payments shall be made to any
members on the basis of the value so fixed in order to adjust the rights of
those entitled to participate in the dividend; and (d) vest any such specific
assets in trustees as may seem expedient to the Directors.

Procedure for payment

139.(A) Any dividend or other moneys payable in respect of a share may be paid:

(a)   by cheque or warrant made payable to or to the order of the holder or
      person entitled to payment; or

(b)   by any direct debit, bank or other funds transfer system to the holder or
      person entitled to payment or, if practicable,  to a person  designated by
      notice to the Company by the holder or person entitled to payment; or

(c)   by any other method approved by the Directors and agreed (in such form as
      the Company thinks appropriate) by the holder or person entitled to
      payment including (without limitation) in respect of an uncertificated
      share by means of the relevant system (subject to the facilities and
      requirements of the relevant system).

Payment by post

139.(B) A cheque or warrant may be sent by post:

(a)   where a share is held by a sole holder, to the registered address of the
      holder of the share; or

(b)   if two or more persons are the holders, to the registered address of the
      person who is first named in the register; or

(c)   if a person is entitled by transmission to the share, as if it were a
      notice to be given under Article 150; or

(d)   in any case, to such person and to such address as the person entitled to
      payment may direct by notice to the Company.

Discharge to Company and risk

139.(C) Payment of a cheque or warrant by the bank on which it was drawn or the
transfer of funds by the bank instructed to make the transfer or, in respect of
an uncertificated share, the making of payment in accordance with the facilities
and requirements of the relevant system (which, if the relevant system is CREST,
shall be the creation of an assured payment obligation in respect of the
dividend or other moneys payable in favour of the settlement bank of the member
or other person

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concerned) shall be a good discharge to the Company. Every cheque or warrant
sent in accordance with these Articles shall be at risk of the holder or person
entitled. The Company shall have no responsibility for any sums lost or delayed
in the course of payment by any other method used by the Company in accordance
with Article 139.(A).

Receipts where joint holders

140.  If two or more persons are registered as joint holders of any share or are
entitled jointly to a share in consequence of a transmission event, any one of
them may give effectual receipts for any dividend or other moneys payable or
property distributable on or in respect of the share.

Scrip dividends

141.  Subject to approval by the Company at any annual general meeting, the
Directors may, in respect of any dividend declared or proposed to be declared or
payable within a specified period expiring no later than the conclusion of the
fifth annual general meeting following the date of such approval (and provided
that an adequate number of unissued shares is available for the purpose),
determine and announce that shareholders will be entitled to elect to receive in
lieu of such dividend (or part thereof, as the directors shall determine) an
allotment of additional shares credited as fully paid. Any such announcement
shall, where practicable, be made prior to or contemporaneously with the
announcement of the dividend in question and any related information as to the
Company's profits for such financial period or part thereof. In any such case
the following provisions shall apply:

(a)   the basis of allotment shall be determined by the Directors so that, as
      nearly as may be considered convenient, the value calculated by reference
      to the average quotation of the additional shares (including any
      fractional entitlement) to be allotted in lieu of any amount of dividend
      shall equal such amount. For such purpose the average quotation of a share
      shall be the average of the middle market quotations of the shares on the
      London Stock Exchange, as derived from the Daily Official List of the
      London Stock Exchange, on each of the first five consecutive business days
      on which such shares are quoted ex the relevant dividend. A certificate or
      report by the auditors as to the amount of the average quotation in
      respect of any dividend shall be conclusive evidence of that amount;

(b)   the Directors shall, after determining the basis of allotment, send notice
      to the members of the right of election accorded to them and shall send
      with or following such notice forms of election specifying the procedure
      to be followed and the place at which and the latest date and time by
      which duly completed forms of election must be lodged in order to be
      effective;

(c)   the dividend (or that part of the dividend in respect of which a right of
      election has been accorded) shall not be payable on shares in respect
      whereof the share election has been duly exercised (the elected shares),
      and in lieu thereof additional shares shall be allotted to the holders of
      the elected shares on the

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      basis of allotment determined as aforesaid and for such purpose the
      Directors shall capitalise out of such of the sums standing to the credit
      of reserves (including any share premium account or capital redemption
      reserve) or profit and loss account as the Directors may determine, a sum
      equal to the aggregate nominal amount of additional shares to be allotted
      on such basis and apply the same in paying up in full the appropriate
      number of unissued shares for allotment and distribution to and amongst
      the holders of the elected shares on such basis;

(d)   the additional shares so allotted shall rank pari passu in all respects
      with the fully paid shares then in issue, save only as regards
      participation in the relevant dividend (or share election in lieu);

(e)   the Directors may do all acts and things considered necessary or expedient
      to give effect to any such capitalisation, with full power to the
      Directors to make such provisions as they think fit for the case of shares
      becoming distributable in fractions (including provisions whereby, in
      whole or in part, fractional entitlements are disregarded or rounded up or
      the benefit of fractional entitlements accrues to the Company rather than
      to the members concerned). The Directors may authorise any person to enter
      into, on behalf of all the members interested, an agreement with the
      Company providing for such capitalisation and matters incidental thereto
      and any agreement made under such authority shall be effective and binding
      on all concerned;

(f)   notwithstanding the foregoing, the Directors may at any time prior to
      payment of the relevant dividend determine, if it appears to them
      desirable to do so because of a change in circumstances, that the dividend
      shall be payable wholly in cash after all and if they so determine then
      all elections made shall be disregarded. The dividend shall be payable
      wholly in cash if the ordinary share capital of the Company ceases to be
      listed on the Official List of the London Stock Exchange at any time prior
      to the due date of issue of the additional shares or if the listing is
      suspended and not reinstated by the date immediately preceding the due
      date of such issue; and

(g)   the Directors may on occasion determine that rights of election shall not
      be made available to any members with registered addresses in any
      territory where, in the absence of a registration statement or other
      special formalities, the circulation of an offer of rights of election
      would or might be unlawful and in such event the provisions aforesaid
      shall be read and construed subject to such determination.

Capitalisation of Profits and Reserves

Capitalisation of profits and reserves

142.(A) The Directors may, with the authority of an ordinary resolution of the
Company:

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(a)   subject as hereinafter provided, resolve to capitalise any undistributed
      profits of the Company not required for paying any preferential dividend
      (whether or not they are available for distribution) or any sum standing
      to the credit of any reserve or other fund including the Company's share
      premium account and capital redemption reserve;

(b)   appropriate the sum resolved to be capitalised to the members in
      proportion to the nominal amounts of the shares (whether or not fully
      paid) held by them respectively which would entitle them to participate in
      a distribution of that sum if the shares were fully paid and the sum were
      then distributable and were distributed by way of dividend and apply such
      sum on their behalf either in or towards paying up the amounts, if any,
      for the time being unpaid on any shares held by them respectively, or in
      paying up in full unissued shares or debentures of the Company of a
      nominal amount equal to that sum, and allot the shares or debentures
      credited as fully paid to those members or as they may direct, in those
      proportions, or partly in one way and partly in the other, but the share
      premium account, the capital redemption reserve, and any profits which are
      not available for distribution may, for the purposes of this Article
      142.(A), only be applied in paying up unissued shares to be allotted to
      members credited as fully paid;

(c)   resolve that any shares so allotted to any member in respect of a holding
      by him of any partly paid shares shall, so long as such shares remain
      partly paid, rank for dividend only to the extent that the latter shares
      rank for dividend;

(d)   make such provision by authorising the sale and transfer to any person of
      shares or debentures representing fractions to which any members would
      become entitled or by the issue of fractional certificates (or by ignoring
      fractions) or by payment in cash or otherwise as they determine in the
      case of shares or debentures becoming distributable in fractions;

(e)   authorise any person to enter, on behalf of all the members concerned,
      into an agreement with the Company providing for the allotment to them
      respectively, credited as fully paid, of any further shares to which they
      are entitled upon such capitalisation, any agreement made under such
      authority being binding on all such members; and

(f)   generally do all acts and things required to give effect to such
      resolution as aforesaid.

Avoidance of discounts on exercise of employees' share options

142.(B)(a) Where, pursuant to an employees' share scheme, the Company has
granted options to subscribe for shares on terms which provide inter alia for
adjustments to the subscription price payable on the exercise of such options or
to the number of shares to be allotted upon such exercise in the event of any
increase or reduction in or other reorganisation of the Company's issued share
capital and an otherwise appropriate adjustment would result in the subscription
price for any share being less than its nominal value, then, subject to and in
accordance with the

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provisions of the Statutes, the Directors may, on the exercise of any of the
options concerned and payment of the subscription which would have applied had
such adjustment been made, capitalise any such profits or other sum as is
mentioned in Article 142.(A) to the extent necessary to pay up the unpaid
balance of the nominal value of the shares which fall to be allotted on the
exercise of such options and apply such amount in paying up such balance and
allot shares fully paid accordingly.

(b)   The provisions of paragraphs (c) to (f) of Article 142.(A) above shall
apply mutatis mutandis to this Article 142.(B) (but as if the authority of an
ordinary resolution of the Company were not required).

ACCOUNTS

Right to inspect accounts

143.  Accounting records sufficient to show and explain the Company's
transactions and otherwise complying with the Statutes shall be kept at the
office or, subject to and in accordance with the Statutes, at such other place
or places as the Directors think fit and shall always be open to the inspection
of the Directors. No member (other than a Director) shall have any right of
inspecting any account or book or document of the Company except as conferred by
statute or ordered by a court of competent jurisdiction or authorised by the
Directors.

Preparation and laying of accounts

144.  The Directors shall, from time to time, in compliance with the provisions
of the Statutes, cause to be prepared and to be laid before a general meeting of
the Company such profit and loss accounts, balance sheets, group accounts (if
any) and reports as may be required by the Statutes.

Accounts to be sent to members

145.  Subject to the Statutes, a copy of every balance sheet and profit and loss
account which is to be laid before a general meeting of the Company (including
every document required by law to be attached or annexed thereto) and of the
Directors' and auditors' reports or, where permitted by the Statutes, a summary
financial statement in the form specified by the Statutes or any regulations
made thereunder shall, not less than twenty one days before the date of the
meeting, be sent to every member of, and every holder of debentures of, the
Company and to every other person who is entitled to receive notices of meetings
from the Company under the provisions of the Statutes or of these Articles,
provided that this Article 145 shall not require a copy of these documents to be
sent to more than one of joint holders or to any person who is not entitled to
receive notices of meetings and of whose address the Company is not aware.
Whenever a listing or quotation on any stock exchange for all or any of the
shares or debentures or other securities of the Company shall for the time being
be in force, there shall be forwarded to the appropriate officer of such stock
exchange such number of copies of such documents as may for the time being be
required under its regulations or practice.

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Auditors

Validity of acts of auditors

146. Subject to the provisions of the Statutes, all acts done by any person
acting as an auditor shall, as regards all persons dealing in good faith with
the Company, be valid notwithstanding that there was some defect in his
appointment or that he was at the time of his appointment not qualified for
appointment or subsequently became disqualified.

Rights of auditors

147. The auditors shall be entitled to attend any general meeting and to receive
all notices of, and other communications relating to, any general meeting which
any member is entitled to receive and to be heard at any general meeting on any
part of the business of the meeting which concerns them as auditors.

Notices

Notice in writing

148.(A) Save as otherwise provided in these Articles, any notice to be sent to
or by any person pursuant to these Articles shall be in writing, except that a
notice calling a meeting of the Directors need not be in writing. Any such
notice may be sent using electronic communications to such address (if any) as
may for the time being be notified for that purpose to the person giving the
notice by or on behalf of the person to whom the notice is sent.

Method of giving notice to members

148.(B) The Company may send any notice or other document pursuant to these
Articles to a member by whichever of the following methods it may in its
absolute discretion determine:

(a)  personally; or

(b)  by posting the notice or other document in a prepaid envelope addressed to
     the member at his registered address; or

(c)  by leaving the notice or other document at that address; or

(d)  by sending the notice or other document using electronic communications to
     such address (if any) as may for the time being be notified to the Company
     by or on behalf of the member for that purpose.

148.(C) Subject to the Statutes, the Company may also send any notice or other
document pursuant to these Articles to a member by publishing that notice or
other document on a website where:

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(a)  the Company and the member have agreed to him having access to the notice
     or document on a website (instead of it being sent to him);

(b)  the notice or document is one to which that agreement applies;

(c)  the member is notified, in a manner for the time being agreed between him
     and the Company for the purpose, of:

        (i)    the publication of the notice or document on a website;

        (ii)   the address of that website; and

        (iii)  the place on that website where the notice or document may be
               accessed, and how it may be accessed; and

(d)  the notice or document continues to be published on that website throughout
     the publication period, provided that, if the notice or document is
     published on that website for a part, but not all of, the publication
     period, the notice or document shall be treated as being published
     throughout that period if the failure to publish that notice or document
     throughout that period is wholly attributable to circumstances which it
     would not be reasonable to have expected the Company to prevent or avoid.

In this Article 148.(C), publication period means:

(a)  in the case of a notice of an adjourned meeting of which notice is required
     to be given pursuant to Article 67, a period of not less than seven clear
     days before the date of the adjourned meeting, beginning on the day
     following that on which the notification referred to in sub-paragraph (c)
     above is sent or (if later) is deemed sent;

(b)  in any other case, a period of not less than 21 days, beginning on the day
     following that on which the notification referred to in sub-paragraph (c)
     above is sent or (if later) is deemed sent.

148.(D) A member whose registered address is not within the United Kingdom and
who gives to the Company an address within the United Kingdom at which a notice
or other document may be sent to him by instrument or an address to which a
notice or other document may be sent using electronic communications shall
(provided that, in the case of electronic communications, the Company so agrees)
be entitled to have notices or other documents sent to him at that address but
otherwise:

(a)  no such member shall be entitled to receive any notice or other document
     from the Company; and

(b)  without prejudice to the generality of the foregoing, any notice of a
     general meeting of the Company which is in fact sent or purports to be sent
     to such member shall be ignored for the purpose of determining the validity
     of the proceedings at such general meeting.

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148.(E) The Directors may from time to time issue, endorse or adopt terms and
conditions relating to the use of electronic communications for the sending of
notices, other documents and proxy appointments by the Company to members and by
members to the Company.

148.(F) In this Article (except for Article 148.(C)) and in Articles 149 to 154,
references to a notice include without limitation references to any notification
required by the Statutes or these Articles in relation to the publication of any
notices or other documents on a website.

Signature on notices

148.(G) The signature on any notice required to be sent by the Company may be
typed or printed or otherwise executed.

Notice to joint holders

148.(H) In respect of joint holdings, all notices or other documents shall be
sent to the joint holder whose name stands first in the register of members and
any notice or other document so sent shall be sufficient notice to all the joint
holders in their capacity as such.

When notices etc. deemed sent or delivered

149.(A) Proof that an envelope containing a notice or other document was
properly addressed, prepaid and posted shall be conclusive evidence that the
notice or document was sent. Proof that a notice or other document contained in
an electronic communication was sent in accordance with guidance issued by the
Institute of Chartered Secretaries and Administrators current at the date of
adoption of these Articles, or, if the Directors so resolve, any subsequent
guidance so issued, shall be conclusive evidence that the notice or document was
sent. A notice or other document sent by the Company to a member by post shall
be deemed to be sent:

(a)  if sent by first class post or special delivery post from an address in the
     United Kingdom to another address in the United Kingdom, or by a postal
     service similar to first class post or special delivery post from an
     address in another country to another address in that other country, on the
     day following that on which the envelope containing it was posted;

(b)  in any other case, on the second day following that on which the envelope
     containing it was posted.

149.(B) A notice or other document sent by the Company to a member contained in
an electronic communication shall be deemed sent to the member on the day
following that on which the electronic communication was sent to the member.

149.(C) A notice or other document shall be deemed sent to the member in
accordance with Articles 149.(A) or 149.(B) notwithstanding that the Company
becomes aware that the member has failed to receive the relevant notice or other

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document for any reason and notwithstanding that the Company subsequently sends
a copy of such notice or other document by post to the member or otherwise.

Notice to persons entitled by transmission

150. A person entitled to a share in consequence of a transmission event, upon
such evidence being produced as may from time to time properly be required by
the Directors to show his title to the share and upon supplying an address
within the United Kingdom for receiving notices, shall, save as herein otherwise
expressly provided, be entitled to have sent to him at such address any notice
or document to which the member but for the transmission event would be
entitled, and such notice shall for all purposes be deemed sent to all persons
interested (whether jointly with or as claiming through or under him) in the
share. Until such address has been supplied, a notice may be sent in any manner
in which it might have been sent if the transmission event had not occurred.

Untraced members

151. If on three consecutive occasions notices have been sent to any member
through the post at his registered address or his address for the service of
notices or by using electronic communication to such address (if any) as may for
the time being be notified to the Company by or on behalf of the member for that
purpose but have been returned undelivered, or if, after any one such occasion,
the Directors or any committee authorised by the Directors on their behalf are
of the opinion, after the making of all reasonable enquiries, that any further
notices to such member would, if sent as aforesaid, likewise be returned
undelivered, such member shall not thereafter be entitled to receive notices
from the Company until he shall have communicated with
the Company in respect of his shares and supplied in writing to the transfer
office a new registered address or address within the United Kingdom for
receiving notices.

Advertisement of notices

152. Any notice required to be sent by the Company to the members or any of
them, and not expressly provided for by or pursuant to these Articles, shall be
sufficiently sent if given by advertisement inserted once in at least one
leading Scottish and one leading national daily newspaper.

Notices during disruption of postal services

153. If at any time, by reason of the suspension or curtailment of postal
services within the United Kingdom, the Company is unable effectively to convene
a general meeting by notices sent through the post, a general meeting may be
convened by a notice advertised in at least one leading Scottish and one leading
national daily newspaper published on the same date and such notice shall be
deemed to have been duly sent to all members entitled thereto on the day when
the advertisement appears. In any such case the Company shall send confirmatory
copies of the notice by post if at least seven days prior to the meeting the
posting of notices to addresses throughout the United Kingdom again becomes
practicable.

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Deemed notice

154.(A) A member present in person at any meeting of the Company or of the
holders of any class of shares shall be deemed to have been sent notice of the
meeting and, where requisite, of the purposes for which it was called.

Successors in title bound by notice to predecessor

154.(B) Every person who becomes entitled to a share shall be bound by any
notice in respect of that share which, before his name is entered in the
register of members, has been sent to the person from whom he derives his title;
but this Article 154.(B) shall not apply to a notice given under Section 212 of
the 1985 Act.

Statutory requirements

155. Nothing in any of Articles 148 to 154 inclusive shall affect any
requirement of the Statutes that any particular offer, notice or other document
be sent in any particular manner.

Winding Up

Liquidator may distribute in specie

156. If the Company shall be wound up (whether the liquidation is voluntary,
under supervision or by the Court) the liquidator may, with the authority of an
extraordinary resolution and any other sanction required by the Insolvency Act
1986, divide among the members in specie the whole, or any part of, the assets
of the Company and
whether or not the assets shall consist of property of one kind or shall consist
of properties of different kinds, and may for such purpose set such value as he
deems fair upon any one or more class or classes of property and may determine
how such division shall be carried out as between the members or different
classes of members.

Disposal of assets to trusts

157. The liquidator may, with the like authority referred to in Article 156,
vest any part of the assets in trustees upon such trusts for the benefit of
members as the liquidator with the like authority shall think fit but so that no
contributory shall be compelled to accept any shares or other property in
respect of which there is a liability.

Provisions for Employees

158. The Directors may, by resolution, exercise any power conferred by Section
719 of the 1985 Act to make provision for the benefit of persons employed or
formerly employed by the Company or any of its subsidiary undertakings in
connection with the cessation, or the transfer to any person, of the whole, or
part of, the undertaking of the Company or that subsidiary undertaking.

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Indemnity

159. Subject to the provisions of and so far as may be consistent with the
Statutes, but without prejudice to any indemnity to which such person may
otherwise be entitled, every Director, auditor, Secretary, other officer or
employee of the Company shall be entitled to be indemnified out of the assets of
the Company against all costs, charges, losses, expenses and liabilities
incurred by him in the actual or purported execution and/or discharge of his
duties and/or the exercise or purported exercise of his powers and/or otherwise
in relation to or in connection with his duties, powers or office including
(without prejudice to the generality of the foregoing) any liability incurred by
him in defending any proceedings, civil or criminal, which relate to anything
done or omitted or alleged to have been done or omitted by him as an officer,
auditor or employee of the Company and in which decree or judgment is given in
his favour (or the proceedings are otherwise disposed of without any finding or
admission of any material breach of duty on his part) or in which he is
acquitted or in connection with any application under any statute for relief
from liability in respect of any such act or omission in which relief is granted
to him by the Court.

ADR Depositaries

160. Without prejudice to the right of an ADR Depositary to exercise any other
rights conferred in these Articles, an ADR Depositary may appoint as its proxy
or proxies ADR Holders registered on the books of the ADR Depositary and may
determine the method by which, and the terms on which, such appointments are
made, save that each such appointment shall identify the number of Ordinary
Shares in respect of which the appointment is made and the aggregate number of
Ordinary Shares in respect of which appointments subsist at any one time shall
not exceed the aggregate number of Ordinary Shares which for the time being
shall be registered in the name of the ADR Depositary or its nominee (such
aggregate number of Ordinary Shares for the time being hereinafter called the
Depositary Shares).

161. The ADR Depositary shall maintain a register or system(s) (the Proxy
Register) in which shall be recorded such details as the Directors may determine
to identify each person who is for the time being so appointed as proxy pursuant
to Article 160 (an Appointed Proxy) and the number of Depositary Shares (his
Appointed Number) in respect of which his appointment for the time being
subsists. The Proxy Register shall be open to inspection by any person
authorised by the Company during usual business hours and the ADR Depositary
shall furnish to the Company or its agents upon demand all such information as
to the contents of the Proxy Register, or any part of it, as may be requested.

162. Subject to the Statutes and provided there are sufficient Depositary Shares
to satisfy his Appointed Number, an Appointed Proxy shall, in relation to
proceedings at any general meeting:

(i)  upon production to the Company at a general meeting of evidence of his
     appointment (which shall be in such form as the Company and the ADR
     Depositary shall determine from time to time) be entitled to the same
     rights,

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<PAGE>

     and subject to the same restrictions, in relation to his Appointed Number
     of the Depositary Shares as though such shares were registered in the name
     of the Appointed Proxy;

(ii) himself be entitled, by a proxy appointment duly executed by him pursuant
     to Article 81.(A), to appoint another person, including the ADR Depositary,
     as his proxy in relation to his Appointed Number of Depositary Shares, and
     so that the provisions of these Articles shall apply (mutatis mutandis) in
     relation to a proxy appointment executed pursuant to this paragraph (ii) of
     this Article and to a person appointed pursuant to such proxy appointment
     as though such person were the proxy of a member and the proxy appointment
     were a form of proxy executed by the Appointed Proxy in accordance with
     Article 81.(A).

163. The Company may send to the Appointed Proxies as appearing in the Proxy
Register at their addresses as so appearing all notices and other documents
which are sent to the holders of Ordinary Shares. The entitlement of Appointed
Proxies to receive notice of general meetings pursuant to Article 59.(A) shall
be governed by the provisions of Articles 148, 149, 151, 153 and 154 which shall
apply in respect of such notices as if such Appointed Proxies were members.

164. When a Record Date is determined in accordance with the provisions of
Article 167 for a particular purpose:-

      (i)  the number of Depositary Shares in respect of which a person entered
           in the Proxy Register as an Appointed Proxy is to be treated as
           having been appointed for that purpose shall be the number in respect
           of which his appointment subsists as identified by the Proxy Register
           as at the Record Date; and

      (ii) changes to entries in the Proxy Register after the Record Date shall
           be disregarded in determining the entitlement of any person for the
           purpose concerned.

165. Except as required by law, no Appointed Proxy shall be recognised by the
Company as holding any interest in shares upon any trust and subject to the
recognition of the rights conferred in relation to general meetings by
appointments made by Appointed Proxies pursuant to Article 162 (ii) the Company
shall be entitled to treat any person entered in the Proxy Register as an
Appointed Proxy as the only person (other than the ADR Depositary) who has any
interest in the Ordinary Shares in respect of which the Appointed Proxy has been
appointed.

166. If any question shall arise as to whether any particular person or persons
has or have been validly appointed to vote (or exercise any other right) in
respect of any Depositary Shares (whether by reason of the aggregate number of
shares in respect of which appointments are identified in the Proxy Register
exceeding the aggregate number of Depositary Shares or for any other reason)
such question shall if arising at or in relation to a general meeting be
determined by the chairman of the meeting (and if arising in any other
circumstances shall be determined by the Directors) whose determination (which
may include declining to recognise a particular appointment or

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<PAGE>

appointments as valid) shall if made in good faith be conclusive and binding on
all persons interested.

Record date

167. Subject to the Statutes and Regulations but notwithstanding any other
provision of these Articles, the Company or the Directors may by resolution
specify any date and time (the Record Date) as the date and time on which
persons registered as the holders of shares or other securities or (as
appropriate) Appointed Proxies shall be entitled (i) to receipt of any dividend,
distribution, interest, allotment, issue, notice, information, document or
circular or (ii) to attend at any general meeting and/or to exercise voting
rights in respect of shares registered in their name in the register of members
or in respect of which their appointment subsists as identified by the Proxy
Register (as the case may be) as at such a date and time; and any such Record
Date may be on, or at any time before, the date on which the same is paid, made,
despatched or published or on which the general meeting is held or (in the case
of any dividend, distribution, interest, allotment or issue) at any time after
the same is recommended, resolved, declared or announced, but without prejudice
to the rights inter se in respect of the same of transferors and transferees of
any such shares or other securities.

                                                                         Page 88

<PAGE>

                        INDEX TO ARTICLES OF ASSOCIATION

MATTER                                                        ARTICLE NUMBER

Accounts                                                      143 - 145

ADR Depositaries                                              160 - 167

Auditors                                                      146 - 147

Authentication of documents                                   126

Business activities                                           4

Capitalisation of profits and reserves                        142.(A)

Definitions                                                   2

Destruction of documents                                      48

Directors                                                     87 - 123

     -     Alternate directors                                105

     -     Appointment,
           disqualification, removal                          96 - 104
           and retirement

     -     Authority to vote                                  107

     -     Borrowing powers                                   123

     -     Chairman                                           112

     -     Committees                                         114

     -     Delegation of powers                               95

     -     Executive office                                   94.(A)

     -     General powers                                     117 - 122

     -     Insurance                                          92.(B)

     -     Interests                                          93.(A), 109 - 110

     -     Meetings of Directors                              106

                                                                          Page I

<PAGE>

     -     Membership of the                                     88
           Company

     -     Number                                                87, 111

     -     Other undertakings,                                   93.(B)
           Appointments with


     -     Quorum                                                108

     -     Remuneration and expenses                             89 - 91

     -     Retirement and other benefits                         92.(A)

     -     Rotation                                              98 - 100

     -     Validity of proceedings                               116

Employees, Provisions for                                        158

Dividends                                                        129 - 141

General Meetings                                                 56 - 86

     -     Adjournments                                          58.(B), 66 - 67

     -     Admissibility of votes                                78 - 79

     -     Amendments to resolutions                             68

     -     Chairman                                              65

     -     Disclosure of interests in shares                     50

     -     Extraordinary general meetings                        57

     -     Location and time of meeting                          58

     -     Methods of voting, polls                              69 - 73
           and casting vote

     -     Notice                                                59 - 62

     -     Proxies                                               80 - 85

     -     Quorum                                                63 - 64

                                                                         Page II

<PAGE>

     -     Representatives,                                            86
           Incorporated members
           acting by

     -     Satellite meetings                                          58.(C)

     -     Types of general meetings                                   56

Indemnity                                                              159

Interpretation                                                         3

Minutes and books                                                      127 - 128

Notices                                                                148 - 155

Secretary                                                              124

Seals                                                                  125

Shares and share capital                                               5 - 52

     -     Allotment of shares                                         14

     -     Alteration of capital                                       9 - 13

     -     Calls on shares                                             23 - 29

     -     Capital                                                     5 - 6

     -     Certificates                                                19 - 22

     -     Commissions                                                 15

     -     Disclosure of interests of                                  50
           shares

     -     Forfeiture, surrender and                                   30 - 40
           lien

     -     interests not recognised                                    17.(A)

     -     Limitations on shareholdings                                51

     -     Renunciation of shares                                      16

     -     Share warrants                                              18

Special share                                                          7

                                                                        Page III

<PAGE>

     -     Transfers of shares                                         41 - 47

     -     Transmission of shares                                      49

     -     Trusts, Recognition of                                      17.(B)

     -     Untraced shareholders                                       52

     -     Variation of class rights                                   8

Statutory regulations,                                                 1
Non-application of

Stock                                                                  53 - 55

Winding up                                                             156 - 157


                                                                         Page IV

<PAGE>

                        THE COMPANIES ACTS 1985 AND 1989









                   ==========================================

                             MEMORANDUM and ARTICLES
                                 OF ASSOCIATION

                                       of


                               SCOTTISH POWER PLC

                     Amended by a special resolution passed
                                on 11 March 2002

                   ==========================================





                              Company Number 193794
                        Incorporated on 19 February 1999