Jim Nicol Appointed Chief Executive of Tomkins

    LONDON--Feb. 11, 2002--Tomkins PLC , the global engineering group, is pleased to announce the appointment of James ("Jim") Nicol as Chief Executive Officer.
    Jim Nicol, aged 47, was, until January of this year, President and Chief Operating Officer of Magna International Inc. ('Magna'), the North American automotive component manufacturer, based in Aurora, Ontario, Canada. He joins the Tomkins Board as a Director and Chief Executive Officer on February 18, 2002 and will be based at the group's head office in Putney, South West London, England.
    He joined Magna in 1987 as Vice-President, Special Projects, following a successful career as a commercial lawyer. He left in 1992, after having become Chairman of the Executive Management Committee to set up TRIAM Automotive Inc. and returned to Magna as Vice-Chairman when Magna acquired TRIAM in 1998.
    Magna is one of North America's leading automotive component manufacturers with sales of over US$10 billion and 63,000 employees in over 165 manufacturing facilities in 18 countries. Magna is listed on the New York and Toronto stock exchanges.
    David Newlands, Chairman of Tomkins PLC, commented: "We are delighted that Jim is joining Tomkins. He has an extremely strong industrial and manufacturing track record, has excellent contacts within all areas of the automobile manufacturing world and has demonstrated a proven ability to create value for companies and their shareholders."
    Jim Nicol commented: "I am looking forward to working with the Board, management, employees and shareholders of Tomkins. The group has excellent market positions in each of its three businesses which, together with its strong balance sheet, create an ideal platform for growth."
    Jim Nicol's salary will be (pound)750,000 per annum and he will have a one year rolling contract. However, if the contract is terminated in certain circumstances within the first 18 months of appointment, he will receive 2 years' compensation.
    In addition to his salary, he has the capability to earn a maximum bonus of 100 per cent of salary based on performance. Options will be granted over Tomkins shares, having a value equal to four times salary. The options will vest three years after grant and will only be exercisable if the rate of increase of EPS in a three year period is at least equal to the rate of increase in the RPI plus 9%.
    In order to attract Mr. Nicol to the U.K. and to provide him a package commensurate with practice and his expectations at a North American Automotive business (including Magna), Tomkins has agreed to the following one-time arrangements:

1. He will purchase with his own money and hold (pound)2 million
    worth of Tomkins ordinary shares and will thereby be entitled to
    a deferred matching share purchase plan. After three years,
    under the plan, the shares purchased by Mr. Nicol will be
    matched with a 1:1 guaranteed match which will rise, according
    to performance, to a capped three times match if the Tomkins
    share price trebles.

2. He will be paid up to a total of (pound)840,000 over three
    years, such payments to cease on termination of employment, if
    sooner.

3. He will be granted options to buy 5,076,142 ordinary shares in
    Tomkins. The options are exercisable at the following prices:
    50% at 197 pence, 30% at 276 pence and 20% at 345 pence. One
    third of the options in each segment will vest on each of the
    first three anniversaries of his commencement of employment with
    Tomkins.

    Tomkins is a world class global engineering and manufacturing group with market and technical leadership across three businesses: Air Systems Components, Engineered & Construction Products and Industrial & Automotive.
    Tomkins ordinary shares are listed on the London Stock Exchange under the symbol TOMK and also trade in ADR form (each equal to four ordinary shares) on the New York Stock Exchange under the symbol TKS.

Notes for editors:

Jim Nicol was President and Chief Operating Officer of Magna International Inc. and a member of its Board of Directors. He was previously Chairman and Chief Executive Officer of TRIAM Automotive Inc., a publicly traded automotive parts manufacturer.

He received a LL.B. degree from Osgoode Hall Law School of York University, Toronto, in 1978 and a LL.M. degree from The London School of Economics and Political Science in 1979. He practiced law with the Toronto firm of Blake, Cassels & Graydon until 1987 when he joined Magna International Inc. as Vice-President, Special Projects. He held various executive positions within Magna, including Chairman of Magna's Executive Management Committee from June 1991 to October 1992, when he left Magna to pursue independent opportunities, including the establishment of TRIAM Automotive Inc as a public company in February 1994.

In May 1998 Magna acquired TRIAM in a public tender offer and Mr. Nicol rejoined Magna as President and Chief Operating Officer. He is married with 3 children.

As a consequence of joining Tomkins, he will leave the Board of Magna International Inc.