Taylor Wimpey : Share Incentive Plan Revised Rules

RULES OF THE TAYLOR WIMPEY SHARE INCENTIVE PLAN

Contents

1.

Definitions

3

2.

Limits on Shares available under the Plan

14

3.

Eligibility of individuals

14

4.

Ordinary Awards of Free Shares

15

5.

Performance Awards of Free Shares

17

6.

Partnership Shares

21

7.

Partnership Shares and Matching Shares

25

8.

Dividend Shares

31

9.

Rights and Restrictions relating to Plan Shares

32

10.

Rights Issues

35

11.

Administration and Amendment

36

12.

Miscellaneous

37

"Accumulation

means the period not exceeding 12 months specified in the

Period"

Partnership Share Agreement or Partnership and Matching Share

Agreement during which Partnership Share Money will be

accumulated by the Trustees before being dealt with by the

Trustees in accordance with Rules 6.13 or 6.17 respectively;

"Acquisition Date"

means:

(a) in

relation to Partnership Shares, where there is no

Accumulation Period, the date set by the Trustees, being a

date within 30 days after the last date on which the

Partnership Share Money to be applied in acquiring the

Shares was deducted;

(b) in

relation to Partnership Shares, where there is an

Accumulation Period, the date set by the Trustees, being a

date within 30 days after the end of the Accumulation Period

which applies in relation to the award; and

(c)

in relation to Dividend Shares, the date set by the Trustees,

being a date within 30 days after the date on which the

dividend is received by the Trustees;

"Acquisition Price"

means in relation to any Partnership Shares where there is an

Accumulation Period the price at which Partnership Shares are

acquired on behalf of an Eligible Employee by reference to:

(a)

the lower of:

(i)

the Opening Value; and

(ii)

the Closing Value; or

(b) the Opening Value; or

(c)

the Closing Value,

such price to be set out in the Partnership Share Agreement for the

purposes of that Agreement;

"Act"

means the Income Tax (Earnings and Pensions) Act 2003;

"Approval Date"

means the date on which the Plan was approved by the Company's

shareholders;

"Announcement

means the date on which the results of the Company are

Date"

announced for any period;

"Appropriation Date"

means in relation to any Free Shares or Matching Shares, the date

upon which those Free Shares or Matching Shares were, are, or

are to be appropriated to a Participant pursuant to the Plan;

"Associated

has the meaning given in paragraph 94 of Schedule 2 of the Act;

Company"

"Award"

means an Ordinary Award or a Performance Award;

"Board" or

means the board of directors of the Company or a duly constituted

"Committee"

committee thereof at which a quorum is present (the committee

may include members of the Board delegated with the authority to

consider the remuneration of directors and employees of the

company in accordance with any prevailing code of practice

operated by companies whose shares have been admitted to the

Official List);

"CA 2006"

means the Companies Act 2006;

"Closing Value"

means the Market Value of a Share on the Acquisition Date;

"Company"

means Taylor Wimpey plc registered in England and Wales No

296805;

"Connected

has the meaning given in paragraph 18 of Schedule 2 of the

Company"

Act;

"Constituent

means any Group Company nominated by the Committee to

Company"

participate in the Plan from time to time;

"Control"

means control as defined in sections 450 and 451 of CTA;

"CTA"

means the Corporation Tax Act 2010;

"Daily Official List"

means the daily record setting out the prices of all trades in

securities conducted on the Stock Exchange;

"Dealing Day"

means a day on which the Stock Exchange is open for the

transaction of business;