Re. Share schemes

Invensys PLC
26 July 2007



Invensys plc

26 July 2007


Alteration to the definition and performance conditions for EPS in the proposed
2007 LTIP and CEO Special Award

In respect of the proposed 2007 Long Term Incentive Plan (LTIP) and the CEO
Special Award, it was noted by the Remuneration Committee that the targets set
for threshold and maximum earnings per share (EPS) growth of 20% and 42.5% were
being applied to different 2006/07 EPS base numbers ranging between 10.1p to
18.3p.

Due to the apparent risk of confusion, the Remuneration Committee decided it
would conduct a review to establish a common methodology to determine the EPS
number that was also consistent with their intent in measuring EPS growth going
forward.  This review has concluded that the EPS base number will be the basic
earnings per share excluding foreign exchange gains and losses and exceptional
finance costs (but not excluding certain other items that may be considered to
be operational in nature).  To ensure a consistent basis of measurement is used
between the base year and the year to which EPS is measured, the following will
apply:

"EPS will be the basic earnings per share for continuing operations adjusted by
excluding the effects of foreign exchange gains and losses relating to exchange
differences arising on the translation of unhedged foreign currency monetary
items used in the financing of the Company and its subsidiaries, and exceptional
finance costs relating to refinancing the Company.  The Remuneration Committee
will also retain the discretion, inter alia, to exclude from the calculation
matters such as material one-off items of a non recurring nature, material
profits or losses arising from divestments, and material costs related to
acquisitions that are earnings dilutive over the short to medium term but that
the Board has determined are in the best interests of the Company. In making any
adjustments the Committee will seek to ensure a consistent basis of measurement
is used between the base year and the year to which EPS is measured."

In respect of awards granted in 2007/08, this results in a base EPS figure for
2006/07 of 14.5 pence per share (see calculation below).

Having defined this EPS calculation, the Remuneration Committee has set new
compound annual growth rates (CAGR) from the base of 14.5p and these now
comprise 12.4% in respect of threshold vesting and 26.3% for full vesting.  The
combination of the new base EPS for 2006/07 and the revised growth rates result
in a target that is more stretching at the threshold vesting level.  The EPS
target for full vesting has not changed.

As originally disclosed, the remaining 50% of the awards will vest based on the
relative TSR performance criteria.



Contact:

Invensys plc          Steve Devany       tel:     +44 (0) 20 7821 3758
                      Kate Elliott       tel:     +44 (0) 20 7821 2121



Note:


Calculation of revised basic EPS for 2006/07 base year for awards granted in
2007/08

Continuing operations                                                     Basic
                                                                 £m       EPS*
Earnings                                                         74       10.1p

Exclude:
Foreign exchange gains                                          (35)
Exceptional finance costs                                        67

Earnings before exceptional finance costs and                   106       14.5p
foreign exchange gains and losses

*Calculated using 733 million shares, being the weighted average 
number of share in issue during the year.






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