WMS INDUSTRIES INC. NONQUALIFIED DEFERRED COMPENSATION PLAN

1.1    Name and Purpose . WMS Industries Inc. (the “Company”) hereby establishes the WMS Industries Inc. Nonqualified Deferred Compensation Plan, as set forth herein (the “Plan”), for the benefit of Eligible Individuals. The purpose of the Plan is to provide Eligible Individuals with the opportunity to defer compensation on a pre-tax basis and to receive Company contributions. The Plan is not intended to be “qualified” under section 401(a) of the Code; rather, the Plan is intended to be a deferred compensation plan for non-employee directors and a select group of management and highly compensated employees, as described in Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. The Company intends that the Plan (and any grantor trust described in Article VI) shall be treated as unfunded for tax purposes and for purposes of Title I of ERISA. An Employer’s obligations hereunder, if any, to a Participant (or to a Participant’s Beneficiary) shall be unsecured and shall be a mere promise by the Company to make payments hereunder in the future. A Participant (or the Participant’s Beneficiary) shall be treated as a general, unsecured creditor of the Company.

1.2    Effective Date and Plan Year . The Effective Date of the Plan is December 1, 2003. The Plan will be administered on the basis of a Plan Year. The first Plan Year begins on December 1, 2003 and ends on December 31, 2003. All subsequent Plan Years will be the 12-month period beginning on each January 1 and ending on each December 31.

2.1    “ Accounting Date ” means each date that the New York Stock Exchange is open for business.

2.2    “ Beneficiary ” means any person, entity, or any combination thereof the Participant names in a Participation Agreement as his or her beneficiary to receive benefits under this Plan in the event of the Participant’s death, or in the absence of any such designation, the Participant’s estate. A Participant may amend his or her Participation Agreement to name a new Beneficiary at any time.

2.3    “ Board ” means the Board of Directors of the Company.

2.4    “ Cause ” means that the Participant has engaged in an act of willful misconduct, gross negligence, fraud or moral turpitude, as determined by the Company in its sole discretion.

2.5    “ Change in Control ” means the occurrence of any of the following events: (i) during any period of two consecutive years, individuals who at the beginning of such period constitute the entire Board shall cease for any reason to constitute a majority thereof unless the election, or nomination for election by the Company’s stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period; (ii) the shareholders of the Company approve any liquidation of the Company or any sale or disposition of 50% or more of the assets of the Company; or (iii) the shareholders of the Company approve any merger or consolidation to which the Company is a party (other than a merger with a wholly-owned subsidiary of the Company) as a result of which the persons who were shareholders of the Company immediately prior to the effective date of the merger or consolidation shall have beneficial ownership of less than 50% of the combined voting power for election of directors of the surviving corporation following the effective date of such merger or consolidation.

2.6    “ Code ” means the Internal Revenue Code of 1986, as amended.

2.7    “ Committee ” means the Committee appointed by the Board to administer the Plan pursuant to Article VIII.

2.8    “ Company ” means WMS Industries Inc., a Delaware corporation, and its successors.

2.9    “ Company Contributions ” means the matching and/or profit sharing contributions made by the Company on behalf of a Participant pursuant to Article V.

2.10    “ Compensation ” means the total cash compensation paid to a Participant for services rendered to an Employer as an employee (as reported on Form W-2)   or as a Director (as reported on Form 1099) for a Plan Year, with any exclusions or inclusions that the Committee may determine in its discretion.

2.11    “ Deferral Account ” means the account maintained by the Committee to record a Participants’ accrued benefit under the Plan.

2.12    “ Director ” means a non-employee member of the Company’s Board.

2.13    “ Disability ” means that a Participant has been determined to be “disabled” under the Company’s long-term disability plan maintained for employees generally; provided, however, that if there is no such plan at the time, the Participant shall be considered “disabled” if he or she is entitled to collect disability benefits from the Social Security Administration.

2.14    “ Earnings ” means the amount of earnings or losses credited or debited to each Participant’s Deferral Account pursuant to Section 4.3 of the Plan.

2.15    “ Effective Date ” means December 1, 2003.

2.16    “ Eligible Individual ” means an Employee or a Director who has been selected to participate in the Plan in accordance with Section 3.1.

2.17    “ Employee ” means a management or highly compensated employee of an Employer who is scheduled to receive Compensation of at least $200,000 during a Plan Year (assuming targeted bonuses are earned).

2.18    “ Employer ” means the Company and any subsidiary or affiliate of that Company that, with the consent of the Company, adopts the Plan for the benefit of its Eligible Employees.

2.19    “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

2.20    “ Participant ” means an Eligible Individual who has executed a Participation Agreement.

2.21    “ Participation Agreement ” means the agreement executed by an Eligible Individual that includes provisions for the Eligible Individual’s election to defer, the Eligible Individual’s Beneficiary designation, and the Eligible Individual’s investment designation.

2.22    “ Plan Year ” means the calendar year.

2.23    “ Qualified Plan ” means the WMS Industries Inc. 401(k) Retirement Savings Plan for Non-Union Employees, or its successor.

3.1    Eligibility. Before the beginning of each Plan Year, the Committee will designate the Directors and Employees who are eligible to participate in the Plan during such Plan Year.   An Eligible Individual’s eligibility to make a deferral to the Plan in any given Plan Year does not guarantee that individual the right to make a deferral in any subsequent Plan Year.

3.2    Participation and Cessation of Participation. An Eligible Individual for any Plan Year may make a deferral election on a timely basis as described in Section 4.1, and if the Eligible Individual makes such a deferral election, he or she shall become a Participant and shall remain a Participant until he or she has received a distribution of his or her entire Deferral Account. A Participant in the Plan who separates from service with the Company and all of its subsidiaries and affiliates for any reason will cease to be eligible to defer Compensation under this Plan and will become entitled to distributions in accordance with Article VII.

4.1    Participant Elections to Defer . Each Eligible Individual who intends to make an election to defer shall indicate on a Participation Agreement that portion of his or her Compensation (if any) that shall be deferred hereunder, in accordance with the following:

(a)    Limits Established By Committee : All deferrals under the Plan shall be subject to limits established from time to time by the Committee in its discretion, including (but not limited to): (i) limitations on the amounts permitted to be deferred; (ii) limitations on the sources and timing and form of deferrals for all or particular Participants; and (iii) other terms and conditions regarding deferrals under the Plan. Any such limits may be set forth in election forms, instructions or other policies established by the Committee, which may be, but need not be, set forth in writing.

(b)    Timing of Elections. No later than December 1 of the preceding Plan Year, an Eligible Individual may make an election to defer a portion of his or her Compensation that otherwise would be payable in the following Plan Year; provided, however, that a deferral election made in the 2003 Plan Year applicable to Compensation payable in the 2004 Plan Year may be made by December 15, 2003. In the event a Director or Employee first becomes an Eligible Individual after the first day of a Plan Year, such Eligible Individual may make an election within thirty (30) days after the date on which he or she first became an Eligible Individual in order to defer Compensation for such Plan Year. An Eligible Individual may make an election to defer by completing a Participation Agreement and filing it with the Committee. An election to defer shall remain in effect only for the Plan Year specified in the Participation Agreement. Once filed, the Participation Agreement is irrevocable, subject only to the one-time redeferral provision of Section 7.2. An election to defer shall only be effective with respect to Compensation earned after the date the Participation Agreement is filed with the Committee.

(c)    Period of Deferral . Each election to defer made by an Eligible Individual shall include an election of the date on which the amount of such deferral (together with Earnings thereon) will be distributed. Such date shall be no earlier than January 1 of the third Plan Year following the Plan Year to which the election to defer relates.

4.2    Deferral Account . The Committee shall maintain a Deferral Account for each Participant. A Participant’s Deferral Account shall include a subaccount for each deferral made under the Plan and any Company Contributions made to the Participant under Article V of the Plan. Each such subaccount shall reflect: (i) any amount deferred or contributed during a Plan Year, (ii) any amounts distributed during a Plan Year, and (iii) the total Earnings on the Deferral Account described in Section 4.3 for a Plan Year. Deferred Compensation shall be credited to Participant’s subaccounts as soon as practicable following the date the Compensation would otherwise have been paid to the Participant but for his or her deferral election. A Participant’s Deferral Account shall be nonforfeitable at all times (except as otherwise provided in Section 5.3).

4.3    Investment of Deferral Account . A Participant may direct the deemed investment of his or her Deferral Account among investment alternatives determined by the Committee from time to time (collectively, the “Measurement Funds”). Investment elections may be changed by the Participant (but only among such Measurement Funds) on such date and in such manner as determined by the Committee in its sole discretion. A Participant’s Deferral Account shall be credited or debited daily based on the performance of each Measurement Fund selected by the Participant, as though (i) the Participant’s Compensation deferrals were invested in the Measurement Fund(s) as of the date that they are credited to the Participant’s Deferral Account; and (ii) any distributions made to the Participant that decrease the Participant’s Deferral Account balance ceased being invested in the Measurement Fund(s) on the date the