Re. Special Resolution

Kier Group PLC
04 December 2002

                             Company Number 2708030

                        The Companies Acts 1985 to 1989

                             PUBLIC LIMITED COMPANY

                               SPECIAL RESOLUTION

                               Of Kier Group plc

                          passed on 30th November 2002

                   -----------------------------------------

At the Annual General Meeting of the above-named company, duly convened and held
at Tempsford Hall, Sandy, Bedfordshire on 30th November 2002, the following
resolution was duly passed as a SPECIAL RESOLUTION:


        "THAT the Articles of Association of the Company be altered, as follows:

        (A)     THAT Article 2 be amended by the insertion of the following new
        definitions:

             "communication as defined in the Electronic Communications Act
        2000"

             and

             "electronic communication as defined in the Electronic
        Communications Act 2000".

(B)     THAT the following words be inserted at the end of Article 3:


             "References to the execution of an electronic communication include
        references to its being executed by such means as the Board may from
        time to time approve (including for the purpose of establishing the
        authenticity or integrity of the communication). Except insofar as these
        Articles expressly require a communication to be in writing, any
        electronic communication purporting to contain or constitute a copy of a
        document need not be in writing provided that it faithfully and
        intelligibly reproduces all the relevant information given in writing in
        the document. References to anything given, sent or received by, or
        contained in, an electronic communication include references to its
        being published on a web site and such publication being notified (by
        electronic communication or otherwise) to the relevant person in such
        manner that, where relevant, that person would be deemed to have notice
        of it, and access on that web site to it, for at least the duration of
        any relevant period of notice or availability prescribed by these
        Articles or by the Statutes."

(C)     THAT Article 69 be amended so as to read:


             "The accidental omission to send a notice of any meeting or a
        notification (where required under the Act or these Articles) in
        relation to the publication of a notice or other document on a website,
        or (where forms of proxy are sent out with notices) to send a form of
        proxy with a notice to any person entitled to receive the same, or the
        non-receipt of a notice of meeting or such a notification or form of
        proxy by such a person, shall not invalidate the proceedings at the
        meeting."

(D)     THAT Article 98 be amended, as follows:

(i)     by the insertion of the following words at the end of the first
sentence:

     ", including in the form of electronic communication";


        (ii)     by the insertion of the following words between the words
        "sent" and "by" in the first line of the second sentence:

     "(including by way of electronic communication)";

(iii)     by deleting the following sentence in its entirety:


             "The accidental omission to send an instrument of proxy or the
        non-receipt thereof by any member entitled to attend and vote at a
        meeting shall not invalidate the proceedings at that meeting";

(iv)     by inserting the following sentence at the end of Article 98:


             "The Board may (but need not) allow proxies to be appointed by
        means of electronic communication, and if it does it may make such
        appointments subject to such stipulations, conditions or restrictions,
        and require such evidence of valid execution, as the Board thinks fit."

        (E)     THAT Article 100 be amended to insert the following words
        between the words "same" and "not" in the parentheses contained in the
        first sentence:

             "or in any invitation contained in an electronic communication to
        appoint a proxy issued by the Company in relation to the meeting";

        (F)     THAT Articles 196 to 203 (inclusive) be deleted in their
        entirety and replaced with the following (and the remainder of the
        Articles be renumbered accordingly):

             196. Any notice to be given to or by any person pursuant to these
        Articles shall be in writing except (i) if it is given using electronic
        communications, it need not be in writing unless these Articles
        specifically require it to be; and (ii) that a notice convening a
        meeting of the Board or of a committee of the Board need not be in
        writing.

             197. Any notice, document or other communication may (to the extent
        compatible with the nature of the thing served) be sent by electronic
        communication to an address for the time being notified (by the person
        wishing to receive the electronic communication) for that purpose to the
        person sending the communication. Except insofar as the Statutes
        otherwise require, for electronic communications given by the Company to
        any shareholder (but not vice versa) the Company may treat an address
        notified for the purpose of any electronic communication as that
        shareholder's address for all electronic communications, whatever their
        content, until the shareholder notifies the Company otherwise.
        Alternatively, any notice or document may be served by the Company on
        any member either personally or by sending it through the post in a
        prepaid letter addressed to such member at his address as appearing in
        the register.

             198. In the case of joint holders of a share all notices shall be
        given to the joint holder who is first named in the register, and notice
        so given shall be sufficient notice to all the joint holders. Any notice
        to be given to a member may be given by reference to the register as it
        stands at any time within the period of fifteen days before the notice
        is given and no change in the register after that time shall invalidate
        the giving of the notice.

             199. Proof that an envelope containing a notice was properly
        addressed, prepaid and posted shall be conclusive evidence that the
        notice was given. If a notice is served by post it shall be deemed to be
        given at the expiration of twenty-four hours after the envelope
        containing it was posted. If any notice, document or other communication
        is sent by the Company by way of an electronic communication it shall be
        deemed to have been served or delivered on the day following the day on
        which it was sent, and proof that the notice or communication was sent
        in accordance with guidance issued by the Institute of Chartered
        Secretaries and Administrators from time to time shall be conclusive
        evidence that it was served or delivered.

             200. Any member whose address in the register is not within the
        United Kingdom, who gives to the Company an address within the United
        Kingdom at which notices may be served upon him, shall be entitled to
        have notices served upon him at such address; but, otherwise, no member
        other than a member whose address in the register is within the United
        Kingdom shall be entitled to receive any notice from the Company. Such
        address may, at the Board's discretion, be an address for the purposes
        of electronic communications.

             201. The Board may at any time without prior notice (and whether or
        not the Company has previously sent electronic communications to that
        address) refuse to send electronic communications to any address
        notified to the Company for the purposes of electronic communications if
        it believes that its refusal is necessary or expedient in relation to
        any legal or practical problems under the laws of, or the requirements
        of any regulatory body or stock exchange or other authority in, any
        territory, or that for any other reason it should not send electronic
        communications to that address.

             202. Subject to the Statutes, the Board may from time to time
        issue, endorse or adopt terms and conditions relating to the use of
        electronic communications under these Articles.

             203. Every person who becomes entitled to a share:-

                     203.1 except as mentioned in Article 203.2 below, shall be
                bound by any notice in respect of that share which, before his
                name is entered in the register has been duly given to a person
                from whom he derives his title; but

                     203.2 shall not be bound by any such notice given by the
                Company under section 212 of the Act or under Article 89.

             204. 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 on the
        same date in at least one national newspaper and such notice shall be
        deemed to have been duly served on all members entitled thereto at noon
        on the day when the advertisement appears. In any such case the Company
        shall send confirmatory copies of the notice by post (or by electronic
        communications where an address has been provided for the service of
        such) if at least seven clear days prior to the meeting the posting of
        notices to addresses throughout the United Kingdom becomes practicable.

             205. A person entitled to a share in consequence of the death,
        mental disorder or bankruptcy of a member on supply to the Company of
        such evidence as the Board may reasonably require to show his title to
        that share, and upon supplying also an address within the United Kingdom
        for the service of notices, shall be entitled to have served on or
        delivered to him at such address any notice or document to which the
        member but for his death, mental disorder or bankruptcy would have been
        entitled, and such service or delivery shall for all purposes be deemed
        a sufficient service or delivery of such notice or document on all
        persons interested (whether jointly with or as claiming through or under
        him) in the share. Save as aforesaid any notice or document delivered or
        sent by post to or left at the last registered address of any member
        pursuant to these Articles (or by electronic communications where an
        address has been provided for the service of such) shall
        (notwithstanding that such member be then dead or bankrupt or in
        liquidation or that a receiver has been appointed for him under the
        Mental Health Act 1983 or the Mental Health (Scotland) Act 1984) be
        deemed to have been duly served or delivered in respect of any share
        registered in the name of such member as sole or first named joint
        holder.

        206. Any member present, either personally or by proxy or (in the case
        of a corporate member) by representative, at any general meeting of the
        Company or of the holders of any class of shares in the Company shall
        for all purposes be deemed to have received due notice of such meeting,
        and, where requisite, of the purposes for which such meeting was
        called."


     .............................................................Secretary


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