Offer Update - Part 2

Taylor Woodrow PLC
22 January 2001


PART 2


                                 Appendix I

               Conditions and certain further terms of the Offer


1. Conditions of the Offer
              
   The Offer is subject to the following conditions:
              
   (a)  valid acceptances being received (and not, where
        permitted, withdrawn) by not later than 3.00 p.m. on
        the first closing date (or such later time(s) and/or
        date(s) as Taylor Woodrow may, subject to the City
        Code, decide) in respect of not less than 90 per cent.
        (or such lesser percentage as Taylor Woodrow may
        decide) of the Bryant Shares to which the Offer
        relates, provided that this condition shall not be
        satisfied unless Taylor Woodrow and/or any of its
        wholly-owned subsidiaries shall have acquired or
        agreed to acquire (pursuant to the Offer or
        otherwise), directly or indirectly, Bryant Shares
        carrying, in aggregate, more than 50 per cent. of the
        voting rights then exercisable at a general meeting of
        Bryant.  For the purposes of this condition:
              
        (i)   the expression 'Bryant Shares to which the Offer
              relates' shall be construed in accordance with
              sections 428 to 430F of the Companies Act 1985;
              and
              
        (ii)  Bryant Shares which have been unconditionally
              allotted but not issued shall be deemed to carry
              the voting rights which they will carry upon
              issue;
              
   (b)  the passing at an Extraordinary General Meeting of
        Taylor Woodrow (or at any adjournment thereof) of all
        such resolutions as may be necessary to approve,
        implement and effect the Offer and the proposed
        acquisition by Taylor Woodrow of Bryant pursuant
        thereto;
              
   (c)  the admission of the New Taylor Woodrow Shares to be
        issued pursuant to the Offer becoming effective in
        accordance with the Listing Rules or (if Taylor
        Woodrow so determines and subject to the consent of
        the Panel) the UK Listing Authority and the London
        Stock Exchange agreeing to admit such shares to the
        Official List and to trading on the main market of the
        London Stock Exchange respectively;
              
   (d)  the proposed merger between Bryant and Beazer, full
        particulars of which are set out in the offer document
        issued by Bryant on 22nd December, 2000, not
        proceeding in whole or in part and the offer contained
        in such offer document being withdrawn or lapsing;
              
   (e)  save as disclosed to Taylor Woodrow prior to the date
        of this announcement, there being no provision of any
        agreement, arrangement, franchise, licence, permit or
        other instrument to which any member of the wider
        Bryant Group is a party or by or to which any such
        member or any of its assets may be bound, entitled or
        subject, which as a result of the Offer or the
        proposed acquisition by Taylor Woodrow of any shares
        in, or control, of Bryant or otherwise, would or might
        reasonably be expected to result (in any case to an
        extent which is material in the context of the wider
        Bryant Group taken as a whole) in:
               
        (i)    any monies borrowed by or any other
               indebtedness, actual or contingent, of any such
               member being or becoming repayable or capable
               of being declared repayable immediately or
               earlier than its stated maturity date, or the
               ability of any such member to borrow monies or
               incur any indebtedness being withdrawn or
               inhibited;
               
        (ii)   any such agreement, arrangement, franchise,
               licence, permit or instrument or the rights,
               liabilities, obligations or interests of any
               such member thereunder being terminated or
               adversely modified or affected or any onerous
               obligation arising or any adverse action being
               taken or arising thereunder;
               
        (iii)  the interests or business of any such member in
               or with any other person, firm, company or body
               (or any arrangements relating to such interests
               or business) being terminated, modified or
               adversely affected;
               
        (iv)   any assets or interests of any such member
               being or falling to be disposed of or charged
               or any right arising under which any such asset
               or interest could be required to be disposed of
               or charged otherwise than in the ordinary
               course of business;
               
        (v)    the creation or enforcement of any mortgage,
               charge or other security interest over the
               whole or any part of the business, property or
               assets of any such member or any such security
               (whenever arising or having arisen) becoming
               enforceable;
               
        (vi)   the value of any member of the wider Bryant
               Group or its financial or trading position,
               profits and prospects being prejudiced or
               adversely affected; or
               
        (vii)  any such member ceasing to be able to carry on
               business under any name under which it
               presently does so;
               
   (f)  no government or governmental, quasi-governmental,
        supranational, statutory, regulatory environmental or
        investigative body, court, trade agency, professional
        association, institution or any other body or person
        whatsoever in any jurisdiction (each a 'Third Party'
        and all collectively 'Third Parties') having
        instituted, implemented or threatened, or having
        decided to institute, implement or threaten, any
        action, proceeding, suit, investigation, enquiry or
        reference or having made, proposed or enacted any
        statute, regulation, order or decision or taken any
        other steps which would or might reasonably be
        expected (in any case to an extent which is material
        to the wider Bryant Group or the wider Taylor Woodrow
        Group taken as a whole, respectively):
               
        (i)    make the Offer or its implementation or the
               acquisition or proposed acquisition by Taylor
               Woodrow of all or any Bryant Shares, or the
               acquisition or proposed acquisition of control
               of Bryant, by Taylor Woodrow, void, illegal or
               unenforceable under the laws of any relevant
               jurisdiction, or otherwise, directly or
               indirectly, restrain, restrict, prohibit,
               challenge, delay or interfere with the same, or
               impose additional material conditions or
               obligations with respect thereto, or otherwise
               require material amendment to the terms of the
               Offer or any such acquisition;
               
        (ii)   require, prevent or delay the divestiture, or
               alter the terms envisaged for any proposed
               divestiture, by any member of the wider Taylor
               Woodrow Group or any member of the wider Bryant
               Group of all or any material portion of their
               respective businesses, assets or properties or
               impose any material limitation on the ability
               of any of them to conduct their respective
               businesses or to own any of their respective
               assets or property to an extent which is
               material in the context of the wider Taylor
               Woodrow Group taken as a whole or the wider
               Bryant Group taken as a whole respectively;
               
        (iii)  impose any material limitation on the ability
               of any member of the wider Taylor Woodrow Group
               or of the wider Bryant Group to acquire or hold
               or to exercise effectively, directly or
               indirectly, all or any rights of ownership in
               respect of shares or other securities (or the
               equivalent) in any member of the wider Bryant
               Group or to exercise management control over
               any such member;
               
        (iv)   otherwise adversely affect in any respect any
               or all of the businesses, assets, profits or
               prospects of any member of the wider Taylor
               Woodrow Group or any member of the wider Bryant
               Group to an extent which is material in the
               context of the wider Taylor Woodrow Group or
               the wider Bryant Group taken as a whole
               respectively;
               
        (v)    result in any member of the wider Bryant Group
               ceasing to be able to carry on business;
               
        (vi)   save pursuant to the Offer require any member
               of the wider Taylor Woodrow Group or of the
               wider Bryant Group to offer to acquire any
               shares or other securities (or the equivalent)
               in any member of the wider Bryant Group owned
               by any third party,
               
        and all applicable waiting and other time periods
        during which any such Third Party could decide to
        take, institute, implement or threaten any action,
        proceeding, suit, investigation, enquiry or reference
        under the laws of any relevant jurisdiction having
        expired, lapsed or been terminated;
              
   (g)  all authorisations, orders, recognitions, grants,
        consents, licences, confirmations, clearances,
        permissions and approvals ('Authorisations') necessary
        or reasonably considered by Taylor Woodrow to be
        appropriate for or in respect of the Offer or the
        proposed acquisition of all or any Bryant Shares or
        control of Bryant by Taylor Woodrow having been
        obtained in terms and in a form reasonably
        satisfactory to Taylor Woodrow from all appropriate
        Third Parties or persons with whom any member of the
        wider Bryant Group has entered into contractual
        arrangements which are material in the context of the
        wider Bryant Group taken as a whole and all such
        Authorisations, together with all Authorisations
        necessary or appropriate to carry on the business of
        any member of the wider Bryant Group which are
        material in the context of the wider Bryant Group
        taken as a whole remaining in full force and effect;
              
   (h)  all necessary filings or applications having been made
        in connection with the Offer, and all appropriate
        waiting periods (including extensions thereof) in
        respect of the Offer or its implementation under any
        applicable legislation or regulations of any relevant
        jurisdiction having expired, lapsed or terminated (as
        appropriate), and all necessary statutory and
        regulatory obligations in any relevant jurisdiction
        having been complied with in connection with the Offer
        or the proposed acquisition of any shares in, or
        control of, Bryant;
              
   (i)  the receipt of appropriate assurances from all
        relevant authorities and other persons that the
        interests held by the wider Bryant Group under
        licences, patents, trademarks, leases and other rights
        in the UK and overseas will not be adversely affected
        (in any case to an extent which is material to the
        wider Bryant Group taken as a whole) by the Offer or
        the proposed acquisition of Bryant Shares by Taylor
        Woodrow, that such licences, patents, trademarks,
        leases and other rights are in full force and effect
        and that there is no intention to revoke any of the
        same;
              
   (j)  except as publicly announced through the London Stock
        Exchange by Bryant or otherwise prior to the date
        hereof, no member of the wider Bryant Group having,
        since 31st May, 2000:
                
        (i)     made any alterations to its Memorandum of
                Association or Articles of Association;
                
        (ii)    (save as between Bryant and wholly-owned
                subsidiaries of Bryant, or for options granted
                or on the exercise of rights to subscribe for
                Bryant Shares pursuant to the exercise of
                options granted under the Bryant Share Schemes
                on or prior to the date hereof), issued,
                agreed to, authorised or proposed the issue of
                additional shares of any class, or securities
                convertible into, or rights, warrants or
                options to subscribe for, or acquire, any such
                shares or convertible securities or redeemed,
                purchased or reduced any part of its share
                capital;
                
        (iii)   recommended, declared, paid or made or
                proposed to declare, pay or make any bonus,
                dividend or other distribution whether payable
                in cash or otherwise other than to Bryant or
                wholly-owned subsidiaries of Bryant;
                
        (iv)    merged with any body corporate or acquired or
                disposed of or transferred, mortgaged or
                charged or created any security interest over
                any assets or any rights, title or interest in
                any asset (including shares and trade
                investments) or authorised or proposed or
                announced any intention to propose any merger,
                demerger, acquisition, disposal, transfer,
                mortgage, charge or the creation of any
                security interest over the same (other than in
                the ordinary course of business);
                
        (v)     authorised or proposed or announced an
                intention to propose any change in its share
                or loan capital including the purchase of any
                of its own shares;
                
        (vi)    issued, authorised or proposed the issue of
                any debentures or incurred or increased any
                indebtedness or contingent liability which is
                material in the context of the wider Bryant
                Group;
                
        (vii)   entered into any contract, reconstruction,
                amalgamation, commitment or other transaction
                or arrangement or waived or compromised any
                material claim in each case otherwise than in
                the ordinary course of business or entered
                into or changed the terms of any contract with
                any director or senior executive;
                
        (viii)  entered into any contract or commitment which
                is material in the context of the Bryant Group
                taken as a whole and  which would or might be
                unusually restrictive to the business of any
                other member of the wider Bryant Group or of
                the wider Taylor Woodrow Group;
                
        (ix)    proposed any voluntary winding up;
                
        (x)     terminated or varied the terms of any
                agreement or arrangement between any member of
                the wider Bryant Group and any other person in
                a manner which would or might reasonably be
                expected to have a material adverse effect on
                the position or prospects of the wider Bryant
                Group;
                
        (xi)    proposed, agreed to provide or modified the
                terms of any share option scheme, incentive
                scheme or other benefit relating to the
                employment or termination of employment of any
                person employed by the Bryant Group which,
                taken as a whole, are material in the context
                of the wider Bryant Group taken as a whole;
                
        (xii)   waived or compromised any material claim; or
                
        (xiii)  entered into any contract, commitment or
                agreement or passed any resolution with
                respect to any of the transactions or events
                referred to in this paragraph (j);
                
   (k)  save as disclosed in the Report and Accounts of Bryant
        for the year ended 31st May, 2000, since 31st May,
        2000 or as disclosed by, or on behalf of, Bryant prior
        to the date hereof and to the extent material to the
        wider Bryant Group taken as a whole:
               
        (i)    no material adverse change or deterioration
               having occurred in the business, assets,
               financial or trading position or profits or
               prospects of any member of the wider Bryant
               Group which is material in the context of the
               wider Bryant Group taken as a whole;
               
        (ii)   there having been no receiver or administrative
               receiver appointed over any of the assets of
               any member of the Bryant Group not being a
               dormant company within the meaning of Section
               250(3) of the Companies Act or equivalent
               provision in any jurisdiction outside of the UK
               or any analogous proceedings or steps having
               taken place under the laws of any jurisdiction
               and there having been no petition presented for
               the administration of any member of the Bryant
               Group or any equivalent proceedings or steps
               taken under the laws of any other jurisdiction;
               
        (iii)  no claim being made, and no circumstance having
               arisen which might lead to a claim being made,
               under the insurance of any member of the wider
               Bryant Group which would or might reasonably be
               expected to have an effect on the wider Bryant
               Group which is material in the context of the
               wider Bryant Group taken as a whole;
               
        (iv)   no material litigation, arbitration
               proceedings, prosecution or other legal
               proceedings or investigation having been
               instituted or threatened by or against or
               remaining outstanding against any member of the
               wider Bryant Group or to which any member of
               the wider Bryant Group is a party (whether as
               plaintiff, defendant or otherwise), which is
               material in the context of the wider Bryant
               Group taken as a whole; and
               
        (v)    no contingent or other liability having arisen
               which might reasonably be expected materially
               and  adversely to affect any member of the
               wider Bryant Group, which is material in the
               context of the wider Bryant Group taken as a
               whole;
               
   (l)  Taylor Woodrow not having discovered that:
              
        (i)   any financial or business or other information
              publicly disclosed at any time by or on behalf
              of any member of the wider Bryant Group contains
              a misrepresentation of any material fact or
              omits to state a fact necessary to make the
              information contained therein not materially
              misleading which is material in the context of
              the Offer; and
              
        (ii)  any member of the wider Bryant Group which is
              not a subsidiary undertaking of Bryant and any
              partnership, company or other entity in which
              any member of the Bryant Group has a significant
              interest is subject to any liability (contingent
              or otherwise) which is not disclosed in the
              Report and Accounts of Bryant for the year ended
              31st May, 2000 and which is material in the
              context of the wider Bryant Group taken as a
              whole;
              
   (m)  Taylor Woodrow not having discovered that:
               
        (i)    there has been an emission, disposal,
               discharge, deposit, spillage or leak of waste
               or hazardous or harmful substances on or about
               or from any property now or previously owned,
               occupied or made use of by any past or present
               member of the wider Bryant Group which would be
               likely to give rise to any material liability
               (whether actual or contingent) or cost on the
               part of any member of the wider Bryant Group
               which is material in the context of the wider
               Bryant Group taken as a whole;
               
        (ii)   there is or is likely to be any material
               liability (whether actual or contingent) or
               requirement to make good, repair, re-instate or
               clean-up any property now or previously owned,
               occupied or made use of by any past or present
               member of the wider Bryant Group which is
               material in the context of the wider Bryant
               Group taken as a whole; or
               
        (iii)  circumstances exist whereby a person or class
               of persons would be likely to have any claim or
               claims in respect of any product or process of
               manufacture or materials used therein now or
               previously manufactured, sold or carried out by
               any past or present member of the wider Bryant
               Group which claim or claims would be likely
               materially and adversely to affect any member
               of the wider Bryant Group and which is material
               in the context of the wider Bryant Group taken
               as a whole.
               
   For the purposes of these conditions: the 'wider Bryant
   Group' means Bryant and its subsidiary undertakings,
   associated undertakings and any other undertakings in which
   Bryant and/or such undertakings (aggregating their
   interests) have a significant interest and the 'wider
   Taylor Woodrow Group' means Taylor Woodrow and its
   subsidiary undertakings, associated undertakings and any
   other undertakings in which Taylor Woodrow and/or such
   undertakings (aggregating their interests) have a
   significant interest and, for these purposes, 'subsidiary
   undertaking', 'associated undertaking' and 'undertaking'
   have the meanings given by the Companies Act 1985, other
   than paragraph 20(1)(b) of Schedule 4A to that Act which
   shall be excluded for this purpose, and 'significant
   interest' means a direct or indirect interest in 20 per
   cent. or more of the equity capital of an undertaking.
              
   Taylor Woodrow reserves the right to waive, in whole or in
   part, all or any of conditions (e) to (m) both inclusive.
   
   If Taylor Woodrow is required by the Panel to make an offer
   for Bryant Shares under the provisions of Rule 9 of the
   City Code, Taylor Woodrow may make such alterations to the
   above conditions of the Offer, including condition (a), as
   are necessary to comply with the provisions of that Rule.
   
   The Offer will lapse unless all the conditions relating to
   the Offer have been fulfilled or satisfied or (if capable
   of waiver) waived, by or, where appropriate, at midnight on
   the twenty first day after the later of the first closing
   date or the date on which the Offer becomes unconditional
   as to acceptances, or such later date as Taylor Woodrow
   may, with the consent of the Panel, decide.  Taylor Woodrow
   shall be under no obligation to waive or treat as satisfied
   any condition by a date earlier than the latest date
   specified above for the satisfaction thereof
   notwithstanding that the other conditions of the Offer may
   at such earlier date have been waived or fulfilled and that
   there are at such earlier date no circumstances indicating
   that any such conditions may not be capable of fulfilment.
   
   The Offer will lapse if the proposed acquisition of Bryant
   is referred to the Competition Commission or if the
   European Commission either initiates proceedings under
   Article 6(1)(c) of the Council Regulation (EC) 4064/89 or
   makes a referral to a competent authority of the United
   Kingdom under Article 9(1) thereof before 3.00 p.m. on the
   first closing date or the time and date on which the Offer
   becomes or is declared unconditional as to acceptances,
   whichever is the later.
   
   In circumstances where the Offer lapses, the Offer will
   cease to be capable of further acceptance and persons
   accepting the Offer and Taylor Woodrow shall thereupon
   cease to be bound by Forms of Acceptance delivered on or
   before the date on which the Offer so lapses.
   
   The Bryant Shares which are the subject of the Offer will
   be acquired fully paid and free from all liens, charges,
   equitable interests, encumbrances, rights of pre-emption or
   other third party rights of any nature and together with
   all rights attaching thereto, including the right to
   receive all dividends and other distributions declared,
   paid or made hereafter other than the interim dividend of
   1.8 pence per Bryant Share declared on 14th December, 2000
   to Bryant Shareholders on the register on 8th January,
   2001.
   
   The Offer will comply with English law and the City Code.

                                       
                                  Appendix II

                 Financial effects of acceptance of the Offer

The following table shows, for illustrative purposes only and on the bases and
assumptions set out below, the financial effects on capital and income value
for a holder of one Bryant Share of acceptance of the Offer (ignoring the
treatment of fractional entitlements and taxation and assuming no election
under the Mix and Match Election), on the Offer becoming or being declared
unconditional in all respects:

Capital impact                                   
Cash per Bryant Share                               80p
Number of New Taylor Woodrow Shares                0.72
Value of New Taylor Woodrow Shares received(1)   127.4p
Total value received                             207.4p
Market value of a Bryant Share(2)                  192p
                                                 
Increase in capital value                         15.4p
                                                 
This represents an increase of                     8.0%

Notes:
(1) Based on the closing middle market price of 177 pence per Taylor Woodrow
Share on 19th January, 2001, being the last dealing date prior to this
announcement.
(2) Based on the closing middle market price of 192 pence per Bryant Share on
19th January, 2001, being the last dealing date prior to this announcement.

Income impact                                    
Total dividend per Taylor Woodrow Share(1)        5.62p
Number of New Taylor Woodrow Shares                0.72
Dividends a Bryant Shareholder would have         4.05p
received based on the exchange ratio
Gross income from reinvestment of cash            4.04p
consideration(2)
Total                                             8.09p
Total dividend per Bryant Share(3)                6.36p
                                                 
Increase in gross income                          1.73p
                                                 
This represents an increase of                    27.1%

Notes:
(1) Based on the 2000 interim dividend of 1.82 pence and the 1999 final
dividend of 3.8 pence per Taylor Woodrow Share.
(2) The gross income on the cash consideration has been calculated on the
assumption that the cash is reinvested to yield approximately 5.05 per cent.
per annum, being the gross yield shown by the FT Actuaries average gross
redemption yield for medium coupon British Government securities of maturities
of 5 to 10 years as published in the Financial Times on 20th January, 2001,
the latest practicable date prior to this announcement.
(3) Based on the final dividend of 4.56 pence and the interim dividend of 1.8
pence per Bryant Share.


                                 Appendix III

Bases and sources

(a)  The market value of Taylor Woodrow Shares on 19th January,
     2001 is based on the closing middle market price of a
     Taylor Woodrow Share of 177 pence as derived from the
     Daily Official List on 19th January, 2001 (being the last
     dealing date prior to this announcement).
     
(b)  The market value of Bryant Shares on 10th January, 2001
     and 19th January, 2001 are based on the closing middle
     market prices of 163.5 pence and 192 pence as derived from
     the Daily Official List on 10th January, 2001 (being the
     date prior to the announcement by Taylor Woodrow that it
     had approached the board of Bryant) and 19th January, 2001
     (being the last dealing date prior to this announcement).
     
(c)  The value of the Offer is based upon approximately 268
     million Bryant Shares in issue on 18th January, 2001.
     
(d)  For the purposes of the financial comparisons contained in
     this announcement, no account has been taken of any
     liability to taxation or the treatment of fractions of
     Bryant Shares under the Offer.
     
(e)  Pro forma financial information has been calculated using
     the results of Taylor Woodrow and Bryant for the years
     ended 31st December, 1999 and 31st May, 2000 respectively.


                                  Appendix IV

                                  Definitions

'ABN AMRO Corporate  ABN AMRO Corporate Finance Limited
Finance'

'Beazer'             Beazer Group Plc
                     
'Bryant'             Bryant Group plc
                     
'Bryant              holders of Bryant Shares
Shareholders'        
'Bryant Shares'      the existing unconditionally allotted or
                     issued and fully paid ordinary shares of
                     25 pence each in the capital of Bryant
                     and any further such shares which are
                     unconditionally allotted or issued fully
                     paid or credited as fully paid before the
                     date on which the Offer ceases to be open
                     for acceptance (or such earlier date as
                     Taylor Woodrow may, subject to the Code,
                     decide) including any such shares which
                     are so allotted or issued pursuant to the
                     exercise of options granted under the
                     Bryant Share Schemes or otherwise
                     
'Bryant Share        The Bryant Group Executive Share Option
Schemes'             Scheme, Bryant Savings Related Share
                     Option Scheme, Bryant Executive Share
                     Option Scheme 1994, Bryant Group Long
                     Term Incentive Plan, Bryant Group 1999
                     Long Term Incentive Plan, Bryant Employee
                     Benefit Trust and Bryant Qualifying Share
                     Ownership Trust
                     
'Code' or 'City      the City Code on Takeovers and Mergers as
Code'                from time to time interpreted and
                     implemented by the Panel
                     
'Companies Act'      the Companies Act 1985 as amended
                     
'Daily Official      The Daily Official List of the London
List'                Stock Exchange
                     
'Extraordinary       the extraordinary general meeting of
General Meeting'     Taylor Woodrow at which resolutions
                     required to be passed to approve,
                     implement and effect the Offer will be
                     proposed
                     
'Form of             the form of acceptance, election and
Acceptance'          authority relating to the Offer to be
                     despatched to Bryant Shareholders with
                     the Offer Document
                     
'FSA'                Financial Services Authority in its
                     capacity as the regulator of insurance
                     business under the Insurance Companies
                     Act 1982, as regulator of banking
                     business under the Banking Act 1987 and
                     as the UK Listing Authority, as the case
                     may be
                     
'Group'              Taylor Woodrow, its subsidiaries and
                     subsidiary undertakings
                     
'Hoare Govett'       Hoare Govett Limited
                     
'Listing Rules'      the listing rules of the UK Listing
                     Authority
                     
'London Stock        London Stock Exchange plc
Exchange'            
'Mix and Match       the right of Bryant Shareholders to
Election'            elect, subject to availability, to vary
                     the proportions in which they receive New
                     Taylor Woodrow Shares and cash under the
                     Offer
                     
'New Taylor Woodrow  the new Taylor Woodrow Shares to be
Shares'              issued, credited as fully paid, pursuant
                     to the Offer
                     
'Offer'              the recommended offer by Taylor Woodrow
                     for Bryant
                     
'Offer Document'     the formal offer document by which the
                     Offer will be made, which will contain
                     and set out the terms and conditions of
                     the Offer
                     
'Official List'      the official list maintained by the UK
                     Listing Authority
                     
'Panel'              The Panel on Takeovers and Mergers
                     
'Restricted          either a person (including an individual,
Overseas Person'     partnership, unincorporated syndicate,
                     unincorporated organisation, trust,
                     trustee, custodian, executor,
                     administrator or other legal
                     representative) in, or resident in,
                     Canada, Australia or Japan, or a US
                     Person
                     
'Rothschild'         NM Rothschild & Sons Limited

'Securities Act'     The US Securities Act of 1933, as amended
                     
'substantial         a direct or indirect interest in 20 per
interest'            cent. or more of the equity capital of an
                     undertaking
                     
'Taylor Woodrow'     Taylor Woodrow plc
                     
'Taylor Woodrow      holders of Taylor Woodrow Shares
Shareholders'        
                     
'Taylor Woodrow      ordinary shares of 25 pence each in
Shares'              Taylor Woodrow
                     
'UK'                 United Kingdom of Great Britain and
                     Northern Ireland
                     
'UK Listing          the FSA in its capacity as the competent
Authority'           authority under the Financial Services
                     Act 1986
                     
'United States of    the United States of America, its
America', 'United    territories and possessions, any state of
States' or 'US'      the United States of America and the
                     District of Columbia or any areas subject
                     to its jurisdiction or any political
                     subdivision thereof
                     
'US Person'          has the meaning ascribed to it by
                     Regulation S under the Securities Act