Notice of Redemption

Invensys PLC
07 February 2008

                              Notice of Redemption

                               To the Holders of

                                  INVENSYS PLC

                  US DOLLAR DENOMINATED 9.875% NOTES DUE 2011

    CUSIP Nos. / ISINs:  461204AB5 / G49133AJ3 / US461204AB54 / USG49133AJ32

Notice is hereby given that, pursuant to the optional redemption provisions of
Section 3.1 of Article III of the indenture (the "Indenture") governing the
9.875% Senior Notes due 2011 (the "Dollar Notes"), dated as of March 5, 2004, by
and among Invensys plc (as issuer), and Deutsche Trustee Company Limited as
Trustee (the "Trustee"), and paragraph 7 of the Dollar Notes issued thereunder,
100% of the aggregate principal amount of the Dollar Notes outstanding shall be
redeemed on March 17, 2008 (the "Redemption Date") at a redemption price of
104.938% of the principal amount of the Dollar Notes (the "Redemption Price") or
US$1,049.38 per US$1,000 principal amount of the Dollar Notes, together with
accrued and unpaid interest to the Redemption Date.  The aggregate principal
amount of the Dollar Notes to be redeemed is US$177,092,000.00.  Accrued and
unpaid interest to the Redemption Date is US$49.375 per US$1,000 principal
amount of the Dollar Notes being redeemed.  No representation is made as to the
correctness or accuracy of the CUSIP numbers and ISINs either as printed on the
Dollar Notes or as contained in this Notice of Redemption.

The Dollar Notes to be redeemed must be surrendered to the Paying Agent to
receive payment of the Redemption Price.  On the Redemption Date, the Redemption
Price plus any accrued and unpaid interest will become due and payable upon the
portion of each Dollar Note to be redeemed.  Unless the issuer defaults in
making the redemption payment, interest and Additional Amounts, if any, on
Dollar Notes called for redemption will cease to accrue on and after the
Redemption Date, and the only remaining right of the Holders of such Dollar
Notes is to receive payment of the Redemption Price upon surrender to the Paying
Agents of the Dollar Notes redeemed.  After the Redemption Date, the aggregate
principal amount of the Dollar Notes outstanding will be US$Nil.

The Trustee and the Paying Agent with respect to the Dollar Notes are as
follows:

               THE PRINCIPAL PAYING AGENT                            THE TRUSTEE
By Mail:                         By Overnight Courier:               Deutsche Trustee Company Limited
                                                                     Attention: The Manager, Trust & Securities Services
DB Services Tennessee, Inc.      DB Services Tennessee, Inc.         Reference: Invensys plc
Corporate Trust and Agency       Corporate Trust and Agency          Winchester House                                  
Services                         Services                            1 Great Winchester Street
P.O. Box 305050                  648 Grassmere Park Road             London EC2N 2DB                                  
Nashville, Tennessee 37230-5050  Nashville, Tennessee 37211-03658    United Kingdom

                                                                     By Facsimile Transmission:

                                                                     +44 20 7547 6149
                                                                     Information and Confirmation:  +44 20 7547 0308

The Trustee has given its consent to the issue of this notice to the Dollar Note
holders.

Payment will be made on March 17, 2008 to holders of the Dollar Notes as shown
on the records of DTC, and will be paid through such clearing system.

February 7, 2008                                    Invensys plc




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