IMPLEMENTATION AGREEMENT

EXHIBIT 2.1

DATED 23 October 2007

UMBRO PLC

NIKE VAPOR LTD.

and

NIKE, INC.

IMPLEMENTATION AGREEMENT

Baker & McKenzie LLP

London

Ref: TAS/REA/STC

CONTENTS

Clause Page

1. Definitions and Interpretation 1

2. Implementation of the acquisition 8

3. Obligations of Nike Vapor and Umbro 10

4. Publication of the Acquisition Document 14

5. Recommendation 15

6. Competing Proposals 16

7. Conduct of Business Pending Completion of the Acquisition 17

8. Employee Compensation and Benefits 19

9. Inducement Fee 21

10. Termination 22

11. Confirmations 23

12. Announcement 23

13. Further Announcements 23

14. Confidentiality 24

15. Counterparts 24

16. Variation, Waiver and Consent 24

17. Rights and remedies cumulative 24

18. Entire Agreement 24

19. Notices 25

20. Severability 26

21. Costs 26

22. Contracts (Rights of Third Parties) Act 1999 26

23. Time of the Essence 27

24. Assignment 27

25. Disputes 27

Schedule

SCHEDULE 1

Form of Press Announcement 28

SCHEDULE 2

Indicative Timetable 29

SCHEDULE 3

Form of General Meeting Resolutions 30

SCHEDULE 4

The Resolutions 33

APPENDIX 1

Amounts to be Paid Out under the Umbro Long Term

Incentive Plan 2004 34

THIS IMPLEMENTATION AGREEMENT is made on 23 October 2007

BETWEEN:

(1) UMBRO PLC, company incorporated in England and Wales with registered

number 3674789, whose registered office is at Umbro House, Lakeside,

Cheadle, Cheshire SK8 3GQ (?Umbro?);

(2) NIKE VAPOR LTD, company incorporated in England and Wales with

registered number 6403083, whose registered office is at 1 Victory

Way, Doxford International Business Park, Sunderland, Tyne & Wear,

SR3 3XP (?Nike Vapor?); and

(3) NIKE, INC., an Oregon corporation, whose address of principal

executive offices is at One Bowerman Drive, Beaverton, Oregon 97005-

6453 (?Nike?).

RECITALS:

(A) Nike Vapor proposes to announce a firm intention to make a

recommended cash offer for the entire issued and to be issued share

capital of Umbro pursuant to Rule 2.5 of the Takeover Code.

(B) Nike Vapor, a wholly-owned subsidiary of Nike, was formed for the

purpose of effecting the Acquisition, which will be implemented by

means of a scheme of arrangement under section 425 of the Companies

Act 1985 to be proposed by Umbro to its shareholders.

(C) Nike Vapor reserves the right, as set out in this Agreement and the

Press Announcement, to elect to implement the Acquisition by way of a

Takeover Offer (as such term is defined in section 974 of the

Companies Act 2006) for the entire issued and to be issued share

capital of Umbro (the ?Takeover Offer?) rather than by way of a

scheme of arrangement under section 425 of the Companies Act 1985.

(D) The Acquisition will be made on or substantially on the terms and

subject to the conditions (i) set out in the Press Announcement and

in this Agreement; and (ii) to be set out in the Scheme Circular (or,

if relevant, the Offer Document).

(E) The parties wish to enter into this Agreement to set out certain

mutual commitments to implement the Acquisition (including the Scheme

and, if relevant, the Takeover Offer) and certain matters relating to

the conduct of the Umbro Group business pending the Acquisition

Effective Date.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Defined Terms

In this agreement, the following words and expressions shall have the

following meaning (including in the introductory provisions):

?Acquisition? means the proposed acquisition by Nike of

the entire issued and to be issued ordinary

share capital of Umbro substantially on the

terms and conditions set out in the Press

Announcement or, should Nike so elect in

accordance with Clause 3.5 of this

Agreement, by way of a Takeover Offer;

?Acquisition Document? means (i) if the Scheme is (or is to be)

implemented, the Scheme Circular; or (ii) if

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the Takeover Offer is (or is to be)

implemented, the Offer Document;

?Acquisition Effective Date? means the date upon which (i) the Scheme

becomes effective in accordance with its

terms; or (ii) if Nike Vapor elects to

implement the Acquisition by way of a

Takeover Offer, the date that the Takeover

Offer becomes or is declared unconditional

in all respects;

?Anti-trust Authority? means any anti-trust or competition

Regulatory Authority;

?Anti-trust Clearances? means any Clearances required by any Anti-

trust Authority;

?Board? means the board of directors of Umbro from

time to time;

?Business Day? means any day, other than a Saturday or

Sunday or a public holiday in the UK;

?Clearances? means all authorisations, orders,

recognitions, grants, consents, licenses,

confirmations, certificates, clearances,

permissions and approvals as are deemed by

Nike Vapor to be necessary or appropriate,

and all findings and waiting periods as are

necessary or appropriate, from or under the

laws, regulations or practices applied by

any Relevant Authority in connection with

the implementation of, in each case to the

extent relevant, the Acquisition, the Scheme

or the Takeover Offer (including, but not

limited to the Conditions), and references

to ?Clearances? and ?being satisfied? shall

be construed as meaning that the foregoing

have been obtained on terms and in a form

reasonably satisfactory to Nike Vapor or,

where appropriate, waived or expired;

?Companies Act 1985? means the Companies Act 1985 (as amended);

?Companies Act 2006? means the Companies Act 2006 (as amended);

?Competing Proposal? means (i) any bona fide proposal by a third

party which is not acting in concert (as

defined in the Takeover Code) with Nike

Vapor to announce or implement an offer,

scheme of arrangement, merger or business

combination, or similar transaction, the

purpose of which is to enable that third

party (or any other person not being Nike

Vapor or any member of its Group and/or any

person acting in concert with Nike Vapor) to

acquire a majority of the entire issued and

to be issued share capital of Umbro, or as

the case may be any announcement thereof; or

(ii) any transaction that constitutes a

Class 1 disposal for Umbro for the purposes

of the Listing Rules, and, for these

purposes, ?proposed? shall include an

approach with a view to making a proposal

with regard to the same;

?Completion? means the completion of the Acquisition upon

the registration of the Court Orders or, if

Nike elects to effect the Acquisition by way

of a Takeover Offer, upon the Takeover Offer

becoming unconditional in all respects;

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?Conditions? means (i) if the Acquisition is being

implemented by the Scheme, the conditions

comprising the Scheme Conditions; or (ii) if

the Acquisition is being implemented by way

of the Takeover Offer, the conditions

comprising the Takeover Offer Conditions;

?Court? means the High Court of Justice in England

and Wales;

?Court Hearings? means the hearings by the Court of the

application (i) to sanction the Scheme; and

(ii) to confirm the Umbro Capital Reduction

(and to grant the Court Order);

?Court Meeting? means the meeting of holders of Scheme

Shares (and any adjournment thereof) to be

convened by order of the Court pursuant to

section 425 of the Companies Act 1985 to

consider and vote on the Scheme (with or

without amendment) and, if required, any

meeting held as a result of an adjournment

by Umbro or a reconvening by the Court

thereof in accordance with this Agreement;

?Court Orders? means the orders of the Court sanctioning

the Scheme under section 425 of the

Companies Act 1985 and confirming the Umbro

Capital Reduction under section 137 of the

Companies Act 1985, and ?Court Order? means

either one of them;

?Day 60? means the final date set by the Panel, in

accordance with the Takeover Code as ?Day

60? in connection with the Acquisition to

the extent it is implemented by way of a

Takeover Offer;

?Day 81? means the final date set by the Panel, in

accordance with the Takeover Code as ?Day

81? in connection with the Acquisition to

the extent it is implemented by way of a

Takeover Offer;

?Directors? means the directors of Umbro from time-to-

time;

?Exchange Act? means the United States Securities Exchange

Act of 1934 (as amended) and the rules and

regulations promulgated thereunder;

?Excluded Shares? means any Umbro Shares beneficially owed by

any member of the Nike Group or any Umbro

Shares held in treasury by Umbro;

?First Court Hearing Date? means the date of the hearing by the Court

to sanction the Scheme;

?FSMA? means the Financial Services and Markets Act

2000 (as amended);

?General Meeting? means the extraordinary general meeting of

Umbro shareholders (including any

adjournment thereof) to be convened to

consider and, if thought fit, to approve

certain resolutions as set out in Schedule 3

in relation to the Scheme and, if relevant,

the Acquisition (with or without

<PAGE>

amendments);

?Group? means, in relation to any person, that

person and any companies which are holding

companies, subsidiaries or subsidiary

undertakings of it or of any such holding

company;

?Inducement Fee? has the meaning given in clause 9;

?Listing Rules? means the rules and regulations made by the

Financial Services Authority in its capacity

as the UK Listing Authority under the FSMA,

and contained in the UK Listing Authority?s

publication of the same name, as amended

from time to time;

?Meetings? means the Court Meeting and the General

Meeting;

?Offer Document? means, if following the date of this

Agreement Nike Vapor elects to implement the

Acquisition by way of a Takeover Offer in

accordance with clause 3.5, the document to

be posted to Umbro Shareholders and others

pursuant to which the Takeover Offer is made

by Nike Vapor (or such other entity as it

may elect) containing, amongst other things,

the Takeover Offer Conditions and certain

information about Nike Vapor and Umbro and,

where the context so permits, including any

form of acceptance, election, notice or

other document required in connection with

the Takeover Offer;

?Official List? means the official list of the UK Listing

Authority;

?Panel? means the Panel on Takeovers and Mergers;

?Part VI Rules? means any of the Listing Rules, Disclosure

Rules and Transparency Rules or Prospectus

Rules made by the UK Financial Services

Authority in exercise of its functions as

competent authority pursuant to Part VI of

FSMA;

?Press Announcement? means the draft press announcement set out

in Schedule 1;

?Registrar? means the Registrar of Companies for England

and Wales;

?Relevant Authority? means any central bank, ministry,

governmental, quasi-governmental (including

the European Union), supranational,

statutory, regulatory, administrative or

investigative body or authority (including

any national or supranational antitrust,

competition or merger control authority or

similar authority), national, state,

municipal or local government (including any

subdivision, court, administrative agency or

commission or other authority thereof),

government department, private body

exercising any regulatory, taxing, importing

or other authority, court, agency (including

trade agency), association, institution or

professional or environmental body or

(without prejudice to the generality of the

foregoing) any other person or body

whatsoever in any jurisdiction;

?Remuneration Committee? means the duly constituted remuneration

committee of the Board;

<PAGE>

?Representatives? means in relation to a party, the directors,

officers, employees and consultants of, and

individuals seconded to work for it or other

companies within its Group;

?Resolutions? means the resolutions of the Remuneration

Committee set out in Schedule 4;

?Retention Plan? shall have the meaning given to that term in

clause 8.5;

?Scheme? means the scheme of arrangement proposed to

be made under section 425 of the Companies

Act 1985 between Umbro and the holders of

the Scheme Shares in connection with the

Acquisition with or subject to any

modification, addition or condition approved

or imposed by the Court and agreed to by

Umbro and Nike Vapor;

?Scheme Circular? means, if the Acquisition is implemented by

way of the Scheme, the document to be

dispatched to Umbro Shareholders and others

by Umbro containing, amongst other things,

the Scheme Conditions and other relevant

terms and conditions, a description of the

Scheme, certain information about Nike Vapor

and Umbro and the notices of the Meetings

and, where the context so permits, includes

any form of proxy, election, notice, court

document, meeting advertisement or other

document required in connection with the

Scheme;

?Scheme Conditions? means the conditions to the implementation

of the Acquisition (including the Scheme) as

set out in Appendix I of the Press

Announcement (subject to any changes agreed

between the parties) which shall, pursuant

to clause 4.1(a), be incorporated into the

Scheme Circular;

?Scheme Shareholders? means the holders of the Scheme Shares;

?Scheme Shares? shall have the meaning given to that term in

the Press Announcement;

?Scheme Voting Record Time? means 6.00 p.m. on the day which is two days

before the date of the Court Meeting or, if

such Court Meeting is adjourned, 6.00 p.m.

on the second day before the day of such

adjourned meeting;

?Second Court Hearing Date? means the date of the hearing by the Court

to confirm the Umbro Capital Reduction;

?Superior Proposal? means a bona fide Competing Proposal which

the Directors consider, acting in good faith

and after consultation with their legal and

financial advisers, is able to be announced

pursuant to its terms taking into account

all financial, regulatory and other aspects

of the proposal (including the ability of

the proposing party to consummate the

transactions contemplated by such proposal)

and which, if consummated, would be superior

to the Acquisition to Umbro Shareholders,

and which the Directors are, therefore,

minded to recommend;

<PAGE>

?Takeover Code? means the City Code on Takeovers and Mergers

as amended and enforced from time-to-time;

?Takeover Offer? has the meaning given to it in Recital (C);

?Takeover Offer Conditions? means the Scheme Conditions subject to the

deletion of the Conditions set out in

paragraphs 1 and 2 of Appendix I of the

Press Announcement and their replacement

with the condition that the Takeover Offer

be subject to an acceptance condition set at

90 per cent. (or such lesser percentage,

being more than 50 per cent., as Nike Vapor

may decide) of: (i) the shares to which such

offer relates; and (ii) the voting rights

normally exercisable at a general meeting of

Umbro, including, for this purpose, any such

voting rights attaching to Umbro Shares that

are unconditionally allotted or issued

before the Takeover Offer becomes or is

declared unconditional as to acceptances,

whether pursuant to the exercise of any

outstanding subscription or conversion

rights or otherwise;

?Target Hearing Time? has the meaning in clause 2.1;

?Timetable? means (i) in relation to the implementation

of the Acquisition by way of the Scheme, the

indicative timetable for the Acquisition set

out in Schedule 2; and (ii) in relation to

the implementation of the Acquisition by way

of the Takeover Offer, such indicative

timetable (which complies with the

requirements of the Takeover Code) as may be

notified in writing by Nike Vapor to Umbro

as soon as reasonably practical following

Nike Vapor making a valid election in

accordance with clause 3.5;

?UK Listing Authority? means the UK Financial Services Authority

acting in its capacity as the competent

authority for listing in the United Kingdom

for the purposes of Part VI of FSMA;

?Umbro Capital Reduction? means the reduction of share capital of

Umbro associated with the cancellation and

extinguishing of the Umbro Shares provided

for by the Scheme under section 135 of the

Companies Act 1985;

?Umbro Executive Bonus Scheme? means any scheme, policy, arrangement,

custom, practice or contractual provision,

other than the Retention Plan, pursuant to

which any employee of any member of the

Umbro Group has been or may be paid a bonus

payment of any kind;

?Umbro Group? means the wider Umbro group including the

subsidiary undertakings and associated

undertakings of Umbro and any other body

corporate, partnership, joint venture or

person in which Umbro and such undertakings

(aggregating their interests) have a direct

or indirect interest of 20 per cent. or more

of the voting or equity capital or the

equivalent;

?Umbro LTIP? means the Umbro Long Term Incentive Plan

2004;

?Umbro SAYE Scheme? means the Umbro Approved Save As You Earn

<PAGE>

Share Option Scheme 2004;

?Umbro Share Schemes? means the Umbro SAYE Scheme and the Umbro

LTIP;

?Umbro Shareholders? means the holders of Umbro Shares;

?Umbro Shares? means the ordinary shares of 1 pence each in

the capital of Umbro;

?Umbro?s Financial Adviser? means JPMorgan Cazenove Limited; and

?VAT? means value added tax as provided for in the

Value Added Tax Act 1994 and/or in Directive

2006/112/EEC and legislation supplemental

thereto and any other legislation,

regulation or other provision amending or

replacing the provisions thereof from time

to time.

1.2 Statutory provisions

All references to statutes, statutory provisions, enactments, EU Directives

or EU Regulations shall include references to any consolidation, re-

enactment, modification or replacement of the same, any statute, statutory

provision, enactment, EU Directive or EU Regulation of which it is a

consolidation, re-enactment, modification or replacement and any subordinate

legislation in force under any of the same from time to time except to the

extent that any consolidation, re-enactment, modification or replacement

enacted after the date of this Agreement would extend or increase the

liability of any party to another under this Agreement.

1.3 Holding company and subsidiary

A company or other entity shall be a ?holding company? for the purposes of

this Agreement if it falls within either the meaning attributed to that term

in section 736 and 736A UK Companies Act 1985 or the meaning attributed to

the term ?parent undertaking? in section 258 UK Companies Act 1985, and a

company or other entity shall be a ?subsidiary? for the purposes of this

Agreement if it falls within either the meaning attributed to that term in

section 736 and 736A UK Companies Act 1985 or the meaning attributed to the

term ?subsidiary undertaking? in section 258 UK Companies Act 1985, and the

terms ?subsidiaries? and ?holding companies? are to be construed accordingly.

1.4 Agreed form

Any reference to a document in the ?agreed form? is to the form of the

relevant document in the terms agreed between Nike Vapor and Umbro prior to

the execution of this Agreement and signed or initialled for identification

purposes only by or on behalf of Nike Vapor and Umbro (in each case with such

amendments as may be agreed by or on behalf of Nike Vapor and Umbro).

1.5 Recitals, schedules, etc.

References to this Agreement include the recitals and schedules which form

part of this Agreement for all purposes. References in this Agreement to the

parties, the recitals, schedules and clauses are references respectively to

the parties and their legal personal representatives, successors and

<PAGE>

permitted assigns, the recitals and schedules to and clauses of this

Agreement.

1.6 Meaning of references

Save where specifically required or indicated otherwise:

(a) words importing one gender shall be treated as importing any gender,

words importing individuals shall be treated as importing corporations and

vice versa, words importing the singular shall be treated as importing the

plural and vice versa, and words importing the whole shall be treated as

including a reference to any part thereof;

(b) references to a person shall include any individual, firm, body

corporate, unincorporated association, government, state or agency of state,

association, joint venture or partnership, in each case whether or not having

a separate legal personality. References to a company shall be construed so

as to include any company, corporation or other body corporate wherever and

however incorporated or established;

(c) references to the word ?include? or ?including? (or any similar term)

are not to be construed as implying any limitation and general words

introduced by the word ?other? (or any similar term) shall not be given a

restrictive meaning by reason of the fact that they are preceded by words

indicating a particular class of acts, matters or things;

(d) references to any English statutory provision or legal term for any

action, remedy, method of judicial proceeding, legal document, legal status,

court, official or other legal concept, state of affairs or thing shall in

respect of any jurisdiction other than England be deemed to include that

which most nearly approximates in that jurisdiction to the English statutory

provision or legal term or other legal concept, state of affairs or thing;

(e) any reference to ?writing? or ?written? includes any method of

reproducing words or text in a legible and non-transitory form but, for the

avoidance of doubt, shall not include e-mail; and

(f) references to times of the day are to that time in London and

references to a day are to a period of 24 hours running from midnight to

midnight.

1.7 Headings

Clause and paragraph headings and the table of contents are inserted for ease

of reference only and shall not affect construction.

2. IMPLEMENTATION OF THE ACQUISITION

2.1 Subject to the terms of this Agreement and subject to any extension in

time or termination of this process which may occur in compliance with the

terms of this Agreement, each party undertakes (and, to the extent

appropriate, each party undertakes to procure that the other members of its

Group undertake) to implement the Acquisition in accordance with, and subject

to, the Conditions and, so far as possible, the Timetable with the overall

intention that all Conditions (other than the sanction of the Court) are

satisfied prior to the date on which the First Court Hearing is scheduled to

occur in accordance with the Timetable (the ?Target Hearing Time?). To this

end, the parties will procure the release of the Press Announcement on or

<PAGE>

about 7am on the date hereof or such other time and date as may be agreed by

the parties.

2.2 The terms of the Acquisition shall be the terms set out or referred to

in the Press Announcement, together with such other terms as required by law

or regulation and such other terms or other modifications as Nike Vapor and

Umbro may agree in writing. The terms of the Acquisition at the date of

posting of the Scheme Document as so agreed shall be set out in the Scheme

Document. The only conditions to the Acquisition and the Scheme and, if

appropriate, the Takeover Offer shall be the Conditions. Subject to the

terms of this Agreement, and until this Agreement is terminated in accordance

with its terms, each party shall use all reasonable endeavours to achieve

satisfaction of the Conditions as promptly as practical, save that nothing in

this Agreement shall oblige Nike Vapor to waive any of the Conditions or

treat them as satisfied.

2.3 Each of Nike Vapor and Umbro undertakes to the other (to the extent

that such steps have not already been taken prior to the date hereof):

(a) to make, as promptly as reasonably practical, such filings with all

appropriate Relevant Authorities, jointly or separately, as are required in

connection with the Conditions;

(b) to provide as promptly as practical, in consultation with the other

party, such information as maybe reasonably necessary for the purposes of the

filings referred to in clause 2.3(a) or as may be reasonably requested by a

Relevant Authority;

(c) to promptly notify the other party and provide copies of any material

communications with a Relevant Authority in connection with the satisfaction

of the Conditions and the implementation of the Acquisition, save in respect

of any information the circulation of which would adversely affect its own

legitimate business interest; and

(d) if necessary, to negotiate jointly with any Relevant Authority, to

offer any reasonable commitments or undertakings to any Relevant Authority to

remedy that Relevant Authority?s concerns, if any, with a view to obtaining

from that Relevant Authority a decision approving the Acquisition, and to

accept all reasonable conditions, obligations or other requirements imposed

in any decision approving the Acquisition by any Relevant Authority (whether

or not the consent of that Relevant Authority is required to satisfy the

Conditions), unless such negotiation, offer or acceptance would in the

reasonable opinion of one of the parties adversely affect that party?s

legitimate business interests.

2.4 Each party undertakes to keep the other informed reasonably promptly of

developments which are material or potentially material to obtaining

Clearances by the Target Hearing Time (if relevant) and the Acquisition

Effective Date, as set out in the Timetable or which are otherwise likely

materially to affect the implementation of the Acquisition. Umbro shall be

entitled to review any relevant application for Clearance before it is

submitted, and to have its reasonable comments taken into account (provided

that such comments are given as soon as reasonably possible following its

receipt of the relevant draft application, and in any event, within 48 hours

following such receipt, unless the information contained in the relevant

application is reasonably considered by Nike to be competitively sensitive.

2.5 Nike Vapor and Umbro agree as follows:

(a) Nike Vapor and Umbro undertake to consult with the Panel where such

consultation is required for the implementation of the Acquisition;

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(b) Nike Vapor agrees that it shall not be entitled to invoke any Condition

so as to cause the Scheme to lapse or be withdrawn where such invocation is

prohibited by the Panel under Rule 13 of the Takeover Code;

(c) Nike Vapor undertakes to confirm to Umbro prior to the First Court

Hearing that it has waived or treated as satisfied or, to the extent

permitted under the Takeover Code and clause 2.5(b), invoked or treated as

incapable of satisfaction each Condition, except if it is aware of any fact,

matter or circumstance indicating that any of the Conditions may be invoked

(whether or not such invocation would be permitted by the Panel under Rule 13

of the Takeover Code), in which case Nike Vapor and Umbro shall use their

reasonable endeavours to procure that the First Court Hearing and, if

reasonably considered necessary, the Second Court Hearing are postponed for

such period as Nike Vapor may reasonably request to allow for the

investigation of such fact, matter or circumstance (and/or, if applicable,

receipt of a relevant Clearance). Following the conclusion of such

investigation (and/or receipt of such Clearance), Nike Vapor shall either

confirm that the relevant Condition has been satisfied or waived or, if

permitted by the Takeover Panel, invoke the relevant Condition; and

(d) the obligations of each of the parties to implement the Scheme (or

where applicable the Takeover Offer) is subject to the satisfaction or, where

permissible, waiver of the Conditions (however Nike Vapor?s obligation to

implement the Scheme (or where applicable the Takeover Offer) does not oblige

Nike Vapor to waive any Condition except as provided in clause 2.5(c)). Umbro

agrees that it shall only file the relevant Court Order with the Registrar if

all of the Conditions are satisfied or, where permissible or required

pursuant to this Agreement, waived by Nike Vapor prior to the grant of the

relevant Court Order.

3. OBLIGATIONS OF NIKE VAPOR AND UMBRO

Steps required to implement the Acquisition

3.1 Subject to clause 4, each of Nike Vapor and Umbro shall, as promptly

and reasonably practical, prepare and, subject to the approval of the Panel,

the UK Listing Authority and the Court, as appropriate, publish and circulate

in the manner approved by the Panel, the UK Listing Authority and/or the

Court, as appropriate:

(a) the Acquisition Document;

(b) such other information, circulars, forms, notices or announcements (as

the case may be), as it may be required by the Takeover Code, the Panel, the

Companies Act 1985, the Companies Act 2006, the Listing Rules, the Exchange

Act, the FSMA or any other applicable laws or regulations; and

(c) such information, circulars, forms, notices or announcements (as the

case may be) as Nike Vapor and Umbro should agree in writing.

3.2 Nike Vapor and Nike undertake to provide all reasonable assistance to

Umbro in relation to the steps to be undertaken by Umbro under clause 2.1 and

the preparation of the underlying documentation, including (without

limitation), access to, and ensuring the provision of reasonable assistance

by, its management and relevant professional advisers.

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Further steps required to implement the Scheme

3.3 If, and for so long as, the Acquisition is being implemented by way of

the Scheme, without prejudice to the generality of clause 2.1, Umbro shall

(and shall procure that the relevant member of the Umbro Group shall):

(a) consult with and obtain Nike Vapor?s approval (not to be unreasonably

withheld or delayed) prior to appointing counsel for the purposes of the

Scheme (including the Court Hearing(s));

(b) as soon as reasonably practical following completion of the preparation

of the Acquisition Document, apply to the Court, for leave to convene the

Court Meeting and file such documents as may be necessary in connection

therewith;

(c) subject to the terms of clause 4, finalise and (where required) settle

with the Court the Acquisition Document, all necessary advertisements and

forms of proxy and election and (insofar as required) seek the approval of

the UK Listing Authority and the Panel in relation to such documents;

(d) save as required by law, the Panel or the FSA, Umbro shall not seek to

amend;

(i) the Scheme; or

(ii) the Resolutions or the resolutions to be proposed at the Court

Meeting in the form set out in the Scheme Document,

after despatch of the Scheme Document without the consent of Nike Vapor

provided that nothing in this clause shall prevent Umbro amending the Scheme

so as to give effect to a Competing Proposal if the Inducement Fee has been

paid;

(e) upon (i) the Court making the order necessary for the purpose of

convening the Court Meeting; (ii) any necessary advertisements, the

Acquisition Document and forms of proxy and election being settled with the

Court; and (iii) such document (insofar as required) being approved by Nike

Vapor, the UK Listing Authority and the Panel, Umbro shall, in accordance

with the relevant orders of the Court and in accordance with the Timetable

(or as otherwise agreed by Nike Vapor and Umbro in writing), publish the

requisite advertisements and arrange for the posting of the Acquisition

Document and such other information as the Court may approve and/or direct

from time-to-time in connection with the due implementation of the Scheme to

the Umbro Shareholders (who are on the register of members of Umbro on a

record date to be agreed with the Court) and others entitled to receive the

same, and thereafter in a timely manner publish and/or post such other

document and information as the Court may approve and/or direct from time-to-

time in connection with the due implementation of the Scheme, save as may be

required by the Panel and/or the Takeover Code;

(f) not (unless required by the Court) agree to an extension of time or

variation or amendment to the Scheme or an amendment, revision, withdrawal or

non-enforcement, in whole or in part, of the Scheme without Nike Vapor?s

prior written consent;

(g) subject to clause 3.9 and to clause 5.3 convene, hold and transact the

relevant business at each of the Meetings at the time and date specified in

the Acquisition Document and propose the resolutions set out in the notices

of those meetings (as appropriate) without amendment (save for amendments

made with Nike Vapor?s prior written consent);

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(h) prior to the General Meeting, keep Nike Vapor reasonably informed, as

soon as reasonably practicable following each request from Nike Vapor, of the

number of proxy votes received in respect of the resolutions to be proposed

at the General Meeting and the Court Meeting and of the identity of the

relevant Scheme Shareholders;

(i) acknowledge that Nike Vapor may, prior to the General Meeting, appoint

a proxy solicitation agent to facilitate proxy voting by the Umbro

Shareholders (with Umbro?s prior written content, not to be unreasonably

withheld or delayed), provided that this imposes no obligations upon Umbro;

(j) subject to satisfaction or waiver of all Conditions prior to the First

Court Hearing Date, following each of the Meetings, and assuming the

necessary resolutions are passed by the requisite majorities, as soon as

reasonably practical (but in accordance with the Timetable) seek the sanction

of the Court to the Scheme at the First Court Hearing Date and the

confirmation by the Court of the Umbro Capital Reduction at the Second Court

Hearing Date;

(k) subject to applicable confidentiality, legal and regulatory

requirements, to cooperate with and provide such details to Nike Vapor in

relation to the Umbro Share Schemes as Nike Vapor reasonably requires in

order to plan and make proposals to the participants of the Umbro Share

Schemes and, if necessary, to communicate with such participants in respect

of such proposals;

(l) subject to clause 3.3(j) and clause 5.3, as soon as reasonably

practical following the sanction of the Scheme by the Court, to cause an

office copy of the Court Order to be filed with and registered by the

Registrar;

(m) subject to clause 5.3, as soon as reasonably practical following the

confirmation of the Umbro Capital Reduction by the Court, cause an office

copy of the Court Order to be filed with and registered by the Registrar;

(n) take steps in consultation with Nike Vapor to ensure that the issue of

shares to Nike Vapor in accordance with Scheme is effective at the time that

Umbro causes an office copy of the Court Order confirming the Umbro Capital

Reduction to be filed with and registered by the Registrar; and

(o) following the filing of the office copy in accordance with clause

3.3(l) and subject to applicable legal and regulatory requirements, apply to

the UK Listing Authority to cancel the listing of the Umbro Shares on the

Official List and to the London Stock Exchange plc to cancel the admission to

trading of the Umbro Shares on the London Stock Exchange plc?s market for

listed securities so that Umbro Shares will cease to be listed on the

Official List as soon as practicable following the Acquisition Effective

Date.

3.4 Subject to the terms and conditions of this Agreement, Nike Vapor shall

take all such steps as are reasonably necessary to implement the Scheme,

comply with all reasonable procedures and processes imposed by the Court in

connection with the Scheme and agrees to be bound by the Court Order, and if

required by the Court, shall provide an undertaking to the Court to be so

bound by the Scheme including as to the discharge of the consideration due to

Umbro Shareholders.

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Change to different structure

3.5 Nike Vapor may elect, at any time (at its absolute discretion), by

delivering written notice to Umbro to that effect, to implement the

Acquisition by way of the Takeover Offer, whether or not the Scheme Circular

has been posted, provided that:

(a) the Takeover Offer is implemented in accordance with the Takeover Offer

Conditions;

(b) Nike Vapor consults with Umbro before making that election; and

(c) the Takeover Offer is made on terms that Umbro?s Financial Adviser

reasonably considers are financially at least as favourable as the terms of

the Scheme.

Umbro shall take all reasonable steps to support the application by Nike

Vapor to the Panel for the consent of the Panel to the Acquisition being

implemented by way of a Takeover Offer and not by way