Introduction

Each Enodis executive director (“the director”) is asked to acquire and maintain a shareholding of ordinary shares in Enodis equal to 100% of his base salary.

Calculation of share ownership target

Once a year (on 1 October) the value of the director’s shareholding will be assessed.

At this date, the average share price of an Enodis ordinary share for the prior month will be calculated.

The director’s share ownership target for that year will be the number of Enodis shares with a value equal to 100% of his base salary as at 1 October divided by this average share price.

This share ownership target will be his minimum shareholding for the 12 months from that October.

This calculation will be performed each year.

Shares that count towards the share ownership target

Shares owned outright by the director or his spouse or are held within family trusts will count towards this target.

Vested awards (that have not been exercised) under any nil-cost share plan, such as the new Performance Share Plan, will be taken into account on a net of income tax basis, i.e. in the UK, 60% of the value of the shares will count and in the US 65% of the share will count. This after tax value will be divided by the Enodis average share price used to calculate the target.

Vested share options (other than nil cost options) that have not been exercised will count on the following basis:

• The gain in the option will be calculated by reference to the average Enodis share price used in calculating the share ownership target and the strike price of the option;
• An amount equivalent to income tax shall be deducted as above; and
• This will be converted into a number of shares using the Enodis average share price described above.

Steps to be taken to meet the target

It is expected that the director will meet this target within five years of his appointment to the Board.

To this end, if the director does not meet the target then he is expected to retain at least 50% of the shares acquired on the exercise of any share option or award, after selling sufficient shares to meet the strike price (if any) and the tax liability.

Consequences of not meeting the share ownership target by the required date.

The director undertakes that he will not sell or transfer any Enodis shares until the share ownership target has been reached.

If the director does not comply with this undertaking then the Remuneration Committee may reduce or cease granting the director further equity incentives under the company’s share plans.

To the extent that the target is exceeded for that year, this undertaking will not apply to the excess shares and, subject to the Enodis Share Dealing Code, the director is free to sell or otherwise dispose of these excess shares at any time.

Please note that these are only guidelines. They are not intended to constitute a legally binding agreement between any executive director and Enodis. The Remuneration Committee has the discretion to review or amend these guidelines.

July 2007