DATED 20 JULY 1999 (1) BRITISH AEROSPACE PUBLIC LIMITED COMPANY (2) ROYAL ORDNANCE (CROWN SERVICE) PENSION SCHEME TRUSTEES LIMITED DEED OF AMENDMENT

Transcription

1 DATED 20 JULY 1999 COMPOSITE WORKING COPY as at 16 May 2012 (1) BRITISH AEROSPACE PUBLIC LIMITED COMPANY (2) ROYAL ORDNANCE (CROWN SERVICE) PENSION SCHEME TRUSTEES LIMITED DEED OF AMENDMENT relating to THE ROYAL ORDNANCE PENSION SCHEME CLIFFORD CHANCE 200 Aldersgate Street London EC1A 4JJ Tel: Fax: Ref: PLM/B0799/00354/HMC PN (colour code: Grey) Note: This is a composite of the Definitive Trust Deed and Rules as amended by Deeds of Amendment dated 20th July, 1999, 5th January, 2001, 21st November, 2001, 11th March, 2003, 26th March, 2004 and 15th December, 2005, an Interim Amending Deed dated 31 st March, 2006, an Interim Amending Deed dated 6th April, 2006, Deeds of Amendment dated 26th September, 2006, 31st October, 2006, another dated 31st October, 2006, a Confirmatory Interim Amending Deed dated 13th March, 2007, two Deeds of Amendment both dated 25th January, 2008, a Deed of Amendment dated 27th March, 2008, a Deed of Amendment dated 9th June, 2008, a Deed of Amendment dated 15th January, 2009, a Deed of Amendment dated 18th May, 2009, a Deed of Amendment dated 8th December, 2009, a Deed of Amendment dated 24th June, 2010, a Deed of Amendment dated 12th November, 2010, a Deed of Amendment dated 26th May, 2011, a Deed of Alteration dated 24th October, 2011, a Deed of Alteration dated 13th March, 2012 and a Deed of Alteration dated 16th May, 2012.

2 Schedule of documents which comprise this Composite Working Copy 1 Document Date Parties Actuarial Certificate under Section 67 of the Pensions Act 1995 Statement of Scheme Actuary pursuant to Section 37(1) of the Pension Schemes Act Deed of Amendment (1) British Aerospace Public Limited Company (2) Royal Ordnance (Crown Service) Pension Scheme Trustees Limited 2. Deed of Amendment (1) BAE Systems PLC (2) Royal Ordnance (Crown Service) Pension Scheme Trustees Limited 3. Deed of Amendment (1) BAE Systems PLC (2) Royal Ordnance (Crown Service) Pension Scheme Trustees Limited 4. Deed of Amendment (1) BAE Systems PLC (2) Royal Ordnance (Crown Service) Pension Scheme Trustees Limited 5. Deed of Amendment (1) BAE Systems PLC (2) Royal Ordnance (Crown Service) Pension Scheme Trustees Limited Yes - see Appendix I Yes Appendix III Yes Appendix V N/A Yes Appendix VIII Yes see Appendix II Yes see Appendix IV Yes Appendix VI Yes Appendix VII Yes Appendix IX 6. Deed of Amendment (1) BAE Systems PLC N/A Yes Appendix X 2 (2) Royal Ordnance (Crown Service) Pension Scheme Trustees Limited 1 By a Deed of Adherence dated 3rd January, 2002 with effect on and from 10th December, 2001 NSAF Limited is to participate in the Scheme; by a Deed of Adherence dated 6th April, 2000 with effect on and from 31st March, 2000 Airbus UK Limited is to participate in the Scheme and by a Deed of Adherence dated 14th January, 2000 with effect on and from 2nd January, 2000 British Aerospace Properties Limited is to participate in the Scheme. 2 Slaughter and May await a signed and dated copy of the actuarial certificate from Linklaters.

3 Document Date Parties Actuarial Certificate under Section 67 of the Pensions Act 1995 Statement of Scheme Actuary pursuant to Section 37(1) of the Pension Schemes Act Interim Amending Deed (1) BAE Systems PLC (2) Royal Ordnance (Crown Service) Pension Scheme Trustees Limited N/A Yes See Note 1 8. Interim Amending Deed (1) BAE Systems PLC (2) Royal Ordnance (Crown Service) Pension Scheme Trustees Limited N/A Yes See Note 2 9. Deed of Amendment (1) BAE Systems PLC (2) Royal Ordnance (Crown Service) Pension Scheme Trustees Limited N/A N/A 10. Deed of Amendment (Pensions Review Changes) (1) BAE Systems PLC (2) Royal Ordnance (Crown Service) Pension Scheme Trustees Limited N/A Yes see Appendix XI See Note Deed of Amendment (Finance Act 2004 (tax simplification) changes) (1) BAE Systems PLC (2) Royal Ordnance (Crown Service) Pension Scheme Trustees Limited N/A Yes - see Appendix XII 12. Confirmatory Interim Amending Deed (1) BAE Systems PLC (2) Royal Ordnance (Crown Service) Pension Scheme Trustees Limited N/A Yes Appendix XIII See Note Deed of Amendment (incapacity definitions) (1) BAE Systems PLC (2) Royal Ordnance (Crown Service) Pension Scheme Trustees Limited N/A Yes Appendix XIV 14. Deed of Amendment (age discrimination changes) (1) BAE Systems PLC (2) Royal Ordnance (Crown Service) Pension Scheme Trustees Limited N/A Yes Appendix XV 15. Deed of Amendment (1) BAE Systems PLC (2) Royal Ordnance (Crown Service) Pension Scheme Trustees Limited N/A N/A 16. Deed of Amendment (1) BAE Systems PLC N/A N/A

4 Document Date Parties Actuarial Certificate under Section 67 of the Pensions Act 1995 Statement of Scheme Actuary pursuant to Section 37(1) of the Pension Schemes Act 1993 (composition of board of directors) (2) Royal Ordnance (Crown Service) Pension Scheme Trustees Limited 17. Deed of Amendment (definition of Adult Dependant) (1) BAE Systems PLC (2) Royal Ordnance (Crown Service) Pension Scheme Trustees Limited N/A Yes Appendix XVI 18. Deed of Amendment (duration of membership) (1) BAE Systems PLC (2) Royal Ordnance (Crown Service) Pension Scheme Trustees Limited N/A N/A 19. Deed of Amendment (commutation of benefits) (1) BAE Systems PLC (2) Royal Ordnance (Crown Service) Pension Scheme Trustees Limited N/A Yes Appendix XVII 20. Deed of Amendment (civil partnerships) (1) BAE Systems PLC (2) Royal Ordnance (Crown Service) Pension Scheme Trustees Limited N/A Yes Appendix XVIII 21. Deed of Amendment (serious ill health lump sums) (1) BAE Systems PLC (2) Royal Ordnance (Crown Service) Pension Scheme Trustees Limited N/A Yes Appendix XIX 22. Deed of Amendment (incapacity, Finance Act 2004 and miscellaneous changes) (1) BAE Systems PLC (2) Royal Ordnance (Crown Service) Pension Scheme Trustees Limited N/A Yes Appendix XX 23. Deed of Alteration (investment powers) (1) BAE Systems PLC (2) Royal Ordnance (Crown Service) Pension Scheme Trustees Limited N/A N/A 24. Deed of Alteration (fixed protection and scheme pays) (1) BAE Systems PLC (2) Royal Ordnance (Crown Service) Pension Scheme Trustees Limited N/A N/A 25. Deed of Alteration (additional (1) BAE Systems PLC (2) Royal Ordnance N/A N/A

5 Document Date Parties Actuarial Certificate under Section 67 of the Pensions Act 1995 contributions) (Crown Service) Pension Scheme Trustees Limited Statement of Scheme Actuary pursuant to Section 37(1) of the Pension Schemes Act 1993 Note 1: The Interim Amending Deed dated 31 st March, 2006 (which contained a Statement of Scheme Actuary pursuant to Section 37(1) of the Pension Schemes Act 1993), dealing with benefit changes, was replaced by first Definitive Deed dated 31 st October, 2006 (Pensions Review Changes) which documents the interim changes made by the Interim Amending Deed dated 31 st March, 2006 on a definitive basis. Note 2: The Interim Amending Deed dated 6 th April, 2006 (which contained a Statement of Scheme Actuary pursuant to Section 37(1) of the Pension Schemes Act 1993), dealing with Finance Act 2004 (tax simplification) changes, was replaced by the second Definitive Deed dated 31 st October, 2006 (Finance Act 2004 (tax simplification) changes) (the "Tax Simplification Deed") which documents on a definitive basis the interim amendments set out in Part IIIB of Schedule 2 of the Interim Amending Deed dated 6 th April, 2006 (as undertaken to be done within 2 years of the Interim Amending Deed dated 6 th April, 2006). The definitive amendment made by the Interim Amending Deed dated 6 th April, 2006 through the insertion of a new Clause 25 has been incorporated into the text of the Definitive Trust Deed and Rules. The Tax Simplification Deed notes that the amendments to the Definitive Deed and Rules to incorporate the provisions of the Tax Modification Regulations as set out in Part 1 of Schedule 2 of the Interim Amending Deed, and their disapplication in Part II of that Schedule remain in force. Note that the resolution of Trustees to exercise discretion not to pay "wrong shape" benefits set out in Clause 6 of the Interim Amending Deed is revoked by the Tax Simplification Deed, but is replaced by what is now Clause 26 (Tax Status of the Scheme) in the Definitive Trust Deed and rules, as amended. Note 3: In Clause 11 of the Deed of Amendment dated 31 st October, 2006 (Pensions Review Changes), it was stated that: The subsisting rights (as defined in Section 67(A)(6) of the Pensions Act 1995) in relation to a Member in Pensionable Service on 31 March 2006 will not be adversely affected by this Deed, and the benefits in respect of any such Member will, if necessary, be increased to the level that would have been applied if the Member had opted out of the scheme on 31 March Note 4: An Interim Deed of Amendment was signed by the Principal Employer and the Trustee prior to 1 st December, 2006, which was intended to take effect from 1 st December, 2006 (the Original Interim Amending Deed ) and which purported to make amendments on an interim basis in connection with the Employment Equality (Age) Regulations Through a misunderstanding, the Actuarial Certificate in the Original Interim Amending Deed was not

6 signed prior to 1 st December, This purpose of the Confirmatory Interim Amending Deed (the Confirmatory Deed ) is: (a) (b) to confirm, to the extent legally possible, that the Original Interim Amending Deed takes effect from the start of 1 st December, 2006, and to the extent that it is not legally possible for the Original Interim Amending Deed to take effect from 1 st December, 2006, to amend the Definitive Trust Deed and Rules so that the amendments intended to be made by the Original Interim Amending Deed are made by the Confirmatory Deed to take effect from the start of the day after the date of the Confirmatory Deed. Pending execution of a Definitive Amending Deed, the Definitive Trust Deed and Rules must be read in conjunction with that Confirmatory Deed, a copy of which is at Annex IX to this Composite Working Copy.

7 - 1 - THIS DEED OF AMENDMENT 3 is made the 20 day of July 1999 BETWEEN (1) BRITISH AEROSPACE PUBLIC LIMITED COMPANY 4 (registered in England No ) whose registered office is at Warwick House, PO Box 87, Farnborough Aerospace Centre, Farnborough, Hampshire GU14 6YU ( the Principal Employer ); and (2) ROYAL ORDNANCE (CROWN SERVICE) PENSION SCHEME TRUSTEES LIMITED whose registered office is at Euxton Lane, Euxton, Chorley, Lancashire, PR7 6AD (registered in England under No ) ( the Trustee ). WHEREAS (A) (B) (C) (D) (E) (F) (G) This deed is supplemental to the deeds and documents listed in the second schedule to this deed ( the Second Schedule ). By the deed numbered 1 in the Second Schedule, Royal Ordnance plc established under irrevocable trusts a retirement benefits scheme now known as The Royal Ordnance Pension Scheme ( the Scheme ). The Scheme is presently governed by and administered in accordance with the deed numbered 6 in the Second Schedule ( the Definitive Deed ) and the rules ( the Rules ) scheduled thereto (both as subsequently amended). By the deed numbered 35 British Aerospace Public Limited Company succeeded Royal Ordnance plc as the Principal Employer of the Scheme. The Trustee is the present sole trustee of the Scheme. By sub-clause 4(a) of the Definitive Deed the Principal Employer may by deed with the consent of the Trustee amend (subject as therein provided) any of the terms and provisions of the Definitive Deed with retrospective, immediate or future effect. The amendments made to the Definitive Deed by this deed do not infringe any of the 3 As amended by Deeds of Amendment dated 20th July, 1999, 5th January, 2001, 21st November, 2001, 11th March, 2003, 26th March, 2004, 15th December, 2005 and 26th September, In addition, the Definitive Deed has been amended by an Interim Amending Deed dated 31st March, 2006, an Interim Amending Deed dated 6th April, 2006 and Deeds of Amendment dated 26th September, 2006, 31st October, 2006 and another dated 31st October, 2006, a Confirmatory Interim Amending Deed dated 13th March, 2007, two Deeds of Amendment dated 25th January, 2008, a Deed of Amendment dated 27th March, 2008, a Deed of Amendment dated 9th June, 2008, a Deed of Amendment dated 15th January, 2009, a Deed of Amendment dated 18th May, 2009, a Deed of Amendment dated 8th December, 2009, a Deed of Amendment dated 24th June, 2010, a Deed of Amendment dated 12th November, 2010, a Deed of Amendment dated 26th May, 2011, a Deed of Alteration dated 24th October, 2011, a Deed of Alteration dated 13th March, 2012 and a Deed of Alteration dated 16th May, British Aerospace Public Limited Company changed its name to BAE Systems PLC with effect from 5th May, 2000.

8 - 2 - restrictions on the power of amendment set out in sub-clause 4(a) of the Definitive Deed but are subject to confirmation of continued Inland Revenue Approval of the Scheme as provided in sub-clause 4(a). (H) (I) (J) By Rule 34 of the Rules the Trustee may by resolution amend (subject as therein provided) the Rules with retrospective, immediate or future effect provided that any such amendment is also approved by the Principal Employer. The amendments made to the Rules by this deed do not infringe the restrictions on the power of amendment set out in paragraph (b) of Rule 34 but are subject to confirmation of continued Inland Revenue Approval of the Scheme as provided in paragraph (c) of Rule 34. In relation to the amendments made to the Definitive Deed and the Rules by this deed, the Scheme actuary has provided to the Trustee: (i) (ii) a certificate for the purposes of section 67(4)(a) of the Pensions Act 1995 in accordance with regulation 3(1) of the Occupational Pension Schemes (Modification of Schemes) Regulations 1996 (which is attached as appendix 1 to this deed); and confirmation in writing for the purposes of section 37(1) of the Pension Schemes Act 1993 in accordance with regulation 42(2)(b) of the Occupational Pension Schemes (Contracting-out) Regulations 1996 (which is attached as appendix 2 to this deed). (K) The Principal Employer wishes to amend the Definitive Deed in the manner hereinafter appearing and the Trustee consents to such amendment. The Trustee wishes to amend the Rules in the manner hereinafter appearing and the Principal Employer approves such amendment. The main purpose of the amendments made by this deed is to replace in their entirety the provisions of the Definitive Deed and the Rules so as to consolidate amendments made by previous deeds of amendment and so as to update the provisions in line with current legislation, including the Pensions Act NOW THIS DEED WITNESSES THAT 1. Subject to Clause 5 of this deed, in exercise of its power under sub-clause 4(a) of the Definitive Deed the Principal Employer HEREBY AMENDS the Definitive Deed by deleting it in its entirety and replacing it with the deed set out in the first schedule to this deed ( the First Schedule ). 2. The Trustee HEREBY CONSENTS to the amendments referred to in Clause 1 of this deed. 3. Subject to Clause 5 of this deed, in exercise of its power under Rule 34 of the Rules the Trustee HEREBY RESOLVES that the Rules are hereby amended by deleting them in their entirety and replacing them with the provisions of the rules set out in the First Schedule. 4. The Principal Employer HEREBY APPROVES the amendments referred to in Clause 3 of

9 - 3 - this deed. 5. Subject to Clause 6 of this deed, the deed and rules set out in the First Schedule ( the New Deed and Rules ) shall come into operation on and with effect from the date of this deed. Nothing in the New Deed and Rules shall operate so as to invalidate or affect any act or the exercise of any power, discretion or right by any participating employer or the Trustee prior to the date of this deed (provided such act or exercise was in accordance with the provisions of the Definitive Deed and the Rules then in force and applicable to that act or exercise). Any rights or restrictions applicable under the provisions of the Scheme in force immediately before the date of this deed shall continue to have effect from the date of this deed, subject to the provisions of the New Deed and Rules. 6. The amendments set out in the First Schedule shall have no effect unless and until continued Inland Revenue Approval of the Scheme shall have been confirmed. 7. This deed is delivered on the date written at the start of the deed. EXECUTED by the parties as a deed

10 THE FIRST SCHEDULE DEFINITIVE TRUST DEED AND RULES governing THE ROYAL ORDNANCE PENSION SCHEME

11 ROYAL ORDNANCE PENSION SCHEME TRUST DEED - INDEX Page Number 5 1. Definitions 1 2. Establishment of Scheme 1 3. The Trust Fund: 2 restrictions on repayment of Trust Fund 4. Power of Amendment 3 5. Investment Powers 3 6. Employer contributions 6 7. Actuarial valuation 9 8. Expenses 9 9. Power to deduct tax Powers of the Trustees Accounts to be kept: 10 power to employ and rely on advisers 12. Power to delegate Power to admit participating employers Cessation of participation by participating employer Principal employer's power to terminate scheme Trustees' power to terminate scheme: 13 winding up of scheme 17. Employers' rights 17 5 The page numbers were changed in preparing this composite and on each subsequent updating. 6 This Clause 12 has been deleted and replaced by a Deed dated 26th March, 2004.

12 18. Entitlement to benefits only conferred by Deed and Rules Power to appoint and remove Trustees Composition of Board of directors of Original Trustee Trustee may retain benefits Exclusion of liability: Trustee indemnity Perpetuity period Contracting-out Revenue limits in force on 5 th April, 2006 to continue to apply unless and until specifically relaxed and Trustee to have discretion not to make any payment which would be an unauthorised payment by virtue of Section 160 of the Finance Act Tax Status of the Scheme General power to rearrange benefits which would otherwise be "wrong shape" benefits Members electing for Enhanced or Fixed Protection Prevention of inadvertent annual allowance charge Commutation option in respect of benefits by reference to which LTA Charge is calculated Open market option to be provided in respect of benefits under a money purchase arrangement As inserted in its entirety by an Interim Amending Deed dated 6 th April, 2006 with effect from 6 th April, As inserted in its entirety by Deed dated 31 st October, 2006 with effect from 6 th April, As inserted in its entirety by Deed dated 31 st October, 2006 with effect from 6 th April, As inserted in its entirety by Deed dated 31 st October, 2006 with effect from 6 th April, 2006 and as subsequently amended by Deed dated 13 th March, 2012 with effect from 13 th March, As inserted in its entirety by Deed dated 31 st October, 2006 with effect from 6 th April, As inserted in its entirety by Deed dated 31 st October, 2006 with effect from 6 th April, As inserted in its entirety by Deed dated 31 st October, 2006 with effect from 6 th April, 2006.

13 32. General power to make or accept recognised transfers or to pay benefits which are authorised payments As inserted in its entirety by a Deed dated 31 st October, 2006 with effect from 6 th April, 2006.

14 - 1 - DEFINITIVE TRUST DEED 1. DEFINITIONS In this Deed except where the context otherwise requires the masculine shall include the feminine and vice versa; the singular shall include the plural and vice versa and the following expressions shall have the following meanings:- Commencement Date means 2nd January 1985; Fund shall mean the cash investments and other property from time to time subject to the trusts and provisions of the Scheme; Rules shall mean the rules annexed hereto as from time to time modified or varied or any other rules which may be substituted therefore; Associated Employer shall mean any employer which becomes a party to the Scheme in accordance with the provisions of Clause 13 hereof; 15 Employers means the Principal Employer and the Associated Employers for the time being; LTA Charge means the lifetime allowance charge referred to in section 214 of the Finance Act 2004; 16 Tax Modification Regulations means the Registered Pension Schemes (Modification of Rules of Existing Schemes) Regulations 2006; 17 Trust Period shall mean the period of eighty years from the Commencement Date or such longer period as the law shall allow; SUBJECT ALWAYS to the foregoing any terms used in this Deed which have been defined in the Rules shall have the meanings ascribed to them in the Rules. 2. ESTABLISHMENT OF SCHEME (a) The Principal Employer hereby confirms the establishment of the Scheme under irrevocable trusts with effect from the Commencement Date. The Scheme shall be administered in accordance with the provisions of this 15 The definition of "Associated Employer" is deleted and replaced by Deed dated 31 st October, 2006 with effect from 6 th April, The definition of "LTA Charge" is inserted by Deed dated 31 st October, 2006 with effect from 6 th April, The definition of "Tax Modification Regulations" is inserted by Deed dated 31 st October, 2006 with effect from 6 th April, 2006.

15 - 2 - Deed (as the same may from time to time be altered modified or added to in accordance with the provisions of Clause 4 (hereof) and the Rules. (b) The persons appointed to be responsible for the discharge of the functions conferred or imposed on the scheme administrator of the Scheme by and under Part IV of the Finance Act 2004 shall be the Trustees THE TRUST FUND: RESTRICTIONS ON REPAYMENT OF TRUST FUND (a) (b) (c) The Trustees shall hold the Fund during the Trust Period upon the trusts and with and subject to the powers hereinafter and in the Rules respectively declared and contained concerning the same and may do all such other acts and things as may seem to them expedient or necessary for the support and maintenance of the Scheme and the benefit of the Members. The Trustees shall have power to determine all questions and matters of doubt arising in connection with the Scheme and whether relating to the construction of the provisions of this Deed or of the Rules or relating to the benefits provided thereby or otherwise PROVIDED that no decision of or exercise of a power by the Trustees shall be invalidated or questioned on the ground that the Trustees or (in the case of the Trustees being an incorporated body) a member of the Board of Directors of the Trustees had a direct or personal interest in the result of any such decision or in the exercising of any such power. Save where it is otherwise provided no part of the Fund shall in any circumstances be paid to the Employers except:- (i) (ii) (iii) (iv) by way of repayment in whole or in part of any loan made to the Trustees or by way of reimbursement of any expenses (other than expenses accepted by the Principal Employer under Clause 8 hereof) incurred in connection with the management and administration of the Fund and the Scheme and paid by the Employers (or any of them); by way of consideration for any investments or property sold to the Trustees; in so far as there is a surplus remaining after the termination and dissolution of the Scheme but subject to requirements of Section 76 of the 1995 Act ( excess assets on winding up ); in so far as the Employers may be entitled under legislation from time to time in force. 18 Clause 2 is deleted and replaced in its entirety by Deed dated 31 st October, 2006 with effect from 6 th April, 2006.

16 - 3 - The provisions of this Clause 3(c) are subject to requirements of Section 37 of the 1995 Act ( payment of surplus to the employer ). 4. POWER OF AMENDMENT (a) Subject to the requirements of Section 67 of the 1995 Act ( restriction on powers to alter schemes ) the Principal Employer may with the consent of the Trustees from time to time by deed alter modify or add to any of the terms and provisions of this Deed with retrospective immediate or future effect PROVIDED ALWAYS that no such alteration modification or addition shall:- (i) (ii) in the opinion of the Actuary in any way affect prejudicially any pension or allowance which is already being paid at the date of such alteration modification or addition taking effect and for which the then existing assets of the Fund are sufficient; or authorise or have the effect of authorising or permitting the payment of any part of the Fund to the Principal Employer or any subsidiary or associated company of the Principal Employer (other than a subsidiary or associated company acting solely in a fiduciary capacity) or to any Associated Employer except as provided in Clause 3(c) above. 19 (b) [blank] 20 (c) If the exercise of the power under this Clause 4 would affect the benefits in respect of a BMARC Member or former BMARC Member, the Principal Employer and the Trustees shall have regard to paragraph 11 of the transfer agreement dated 1 April 1995 and made between BM Trustees Limited, Royal Ordnance plc and Royal Ordnance (Crown Service) Pension Scheme Trustees Limited. 5. INVESTMENT POWERS (a) The Trustees may invest or apply the Fund in or upon such stocks shares debentures debenture stocks options futures units or unit trusts or mutual funds or other investments (whether of like nature to the foregoing or not) whatsoever and wheresoever situate whether involving liability or not and whether yielding income or not and whether or not authorised by law for the investment of trust moneys as the Trustees shall in their absolute discretion think fit and more particularly (but without prejudice to the generality of the foregoing) in the 19 As amended by Deed dated 26 th September, 2006 with effect from midnight on 5 th April, Proviso (iii) to this Clause 4(a), relating to Inland Revenue approval of the Scheme, was deleted by the Deed dated 26 th September, As deleted by Deed dated 31 st October, 2006 with effect from 6 th April, Clause 4(b) is intentionally left blank.

17 - 4 - underwriting sub-underwriting or guaranteeing the subscription of or the lending of any stocks shares debentures debenture stocks options units or unit trusts or mutual funds or other investments (whether of like nature to the foregoing or not) whatsoever or by placing the same on deposit with any local authority or bank or insurance company or building society or finance company of good repute at such rate of interest (if any) and upon such terms as the Trustees shall think fit or in the purchase or mortgage of land of any tenure anywhere in the world or in deferred or immediate annuities or sinking fund policies or in life or endowment policies with an Approved Insurance Company with power to vary any such investments for others of a nature hereby authorised and generally to deal with trust moneys in all respects as if the Trustees were beneficially entitled thereto. (b) (i) The Trustees may delegate to any one or more persons (whether or not a trustee) all or any of their powers in Clause 5(a) above in respect of all or any part of the Fund and the Trustees shall not be under any obligation in respect of any investment or application made by such person or persons. This sub-clause is subject to Section 34(2) of the 1995 Act. (ii) Any discretion of the Trustees to make investments may be delegated by or on behalf of the Trustees to a fund manager (as defined in Section 124 of the 1995 Act) to whom Section 34(3) of the 1995 Act applies, such discretion to be exercised in accordance with Section 36 of the 1995 Act. Where a discretion of the Trustees is delegated by or on behalf of the Trustees in accordance with the preceding sentence, Section 34(4) of the 1995 Act shall apply as if written here in full so that the Trustees shall not be liable for the acts or defaults of a fund manager in the exercise of a delegated discretion provided that the Trustees or the person delegating the Trustees discretion on behalf of the Trustees has complied with the requirements of Section 34(4). 21 (c) (d) The Trustees may at their discretion accumulate the income of the Fund and the income of such accumulations by investing the same (or delegating the investment under Clause 5(b) above of the same) in or upon any of the investments aforesaid and such accumulations shall form part of the Fund. 22 The Trustees may cause all or any part of the Fund invested or applied in accordance with the provisions of this Clause 5 or any legal or beneficial interest for the time being representing any part of the Fund which has been so invested 21 As deleted and replaced by Deed dated 26th March, 2004 with effect from 27th March, As deleted and replaced by Deed dated 31 st October, 2006 with effect from 6 th April, 2006.

18 - 5 - or applied to be held: (i) (ii) (iii) (iv) in their joint names (or if the Trustees are an incorporated body in the name of that body); or in the name of a company empowered to act as a trustee for or nominee of the Trustees; or on their behalf by a participant in any recognised clearing system used for the purposes of investing in internationally traded securities; or without being anywise limited by (i), (ii) and (iii) above, with the consent of the Principal Employer in the name of any person (not mentioned in (i), (ii) or (iii) above) if that would facilitate the arrangements for the investment management of the Fund or any part of it. (e) (f) (g) The Trustees may raise or borrow any sum or sums of money and may secure the repayment of such moneys in such manner and upon such terms and conditions in all respects as they think fit and in particular by charging or mortgaging all or any of the investments for the time being constituting and forming part of the Fund. The Trustees may open and operate such bank accounts as they shall deem necessary and appropriate in the administration of the Scheme and shall operate a bank account during such period as a contracting-out certificate is in force with regard to the Scheme under the 1993 Act. The Trustees, with the consent of the Principal Employer, may engage in any lawful transaction which is not authorised by any of the other provisions of this Deed and which in their opinion would benefit the Scheme. (h) (i) The Trustees may at their discretion enter into (or allow others to enter into) any of the following arrangements ("Arrangements") with third parties namely: (I) (II) (III) derivative contracts, including without limitation swaps, forward exchange contracts, futures, options or contracts for differences (whether on or off-exchange); sale and repurchase agreements or security lending transactions or foreign exchange transactions; or any of the other transactions referred to in paragraphs (a)(i), (a)(ii) or (b) of the definition of "Specified Transaction" contained in the 2002 ISDA Master Agreement. (ii) Arrangements may be entered into in conjunction with some other investment or financial arrangements or may (at the discretion the

19 - 6 - Trustees) be entered into independently of any such matter, or on a stand alone basis. (iii) The Trustees may support any Arrangements in such manner as they see fit, including without limitation pursuant to: (I) (II) (III) (IV) any guarantee, indemnity or other assurance against financial loss; the provision of any security or collateral, or the putting up of margin; the entry into of any master agreement (howsoever described) or supporting document (such as a credit support annex) in relation to the relevant Arrangements; or an agreement to grant any right of recourse against any or all of the assets of the Fund or an agreement to impose some other obligations on the Scheme depending on the status or outcome of the Arrangements. 23 (i) The provisions of this Clause 5 are subject to the requirements of Sections 33 to 36 of the 1995 Act. 6. EMPLOYER CONTRIBUTIONS 24 (a)(i) In respect of each Scheme Year the Principal Employer and the Trustees shall set the contributions which together with the Members contributions the Principal Employer and the Trustees agree, having considered the advice of the Actuary, are required from the Employers to secure the benefits intended to be provided for Members under the Rules ( the Intended Benefits of Members ). The Principal Employer and the Trustees shall set the contributions required under this paragraph (i) at, or as soon as possible after, the start of each Scheme Year. The Trustees shall instruct the Actuary to provide advice to the Principal Employer as may be required by the Principal Employer for the purposes of this paragraph (i). Notwithstanding the provisions of this paragraph (i) and the subsequent provisions of this Clause 6, the Trustees shall, if so required by law, secure that there is prepared, maintained and from time to time revised a schedule of contributions in accordance with section 58 of the 1995 Act. 23 Clause 5(h) was renumbered Clause 5(i) and a new Clause 5(h) was inserted in its entirety by a Deed dated 24th October, 2011 with effect on and from 30th September, The provisions of Clause 6 are in part overridden by the requirements of sections 227 and 229 of the Pensions Act 2004, as a result of which the employer contribution rate is determined by agreement between the Principal Employer and the Trustees.

20 - 7 - If the Trustees and the Principal Employer cannot agree the level of contributions in accordance with this Clause 6(a)(i) the following procedure shall apply: (I) (II) (III) (IV) (V) (VI) (VII) The Trustees shall give written notice to the Principal Employer and the Actuary that they have not been able to agree the level of contributions. Within one month of receipt of such a notice the Actuary shall confirm in writing to the Trustees and the Principal Employer his recommended contribution rate ( the Actuary s Rate ) for securing the Intended Benefits of Members. The Employers (subject to the provisions of sub-clause (c) below and of Clauses 14 and 15 of this Deed) shall make contributions to the Trustees at the Actuary s Rate unless the Principal Employer gives written notice within one month of being notified of the Actuary s Rate to the Trustees and the Actuary that the Principal Employer does not accept the Actuary s Rate. If the Principal Employer gives a notice under paragraph (III) above, contributions shall continue to be paid at the rate last set in accordance with the provisions of Clause 6(a)(i) until a rate has been determined in accordance with the procedures of paragraphs (V) to (VII) below. The Principal Employer and the Trustees shall jointly appoint an independent actuary within two weeks of the issue of a notice under paragraph (III); but if they fail to agree the appointment the independent actuary shall be appointed by the President for the time being of the Institute of Actuaries. The independent actuary shall act as an expert and not as an arbitrator and his decision shall be final and binding on the Principal Employer and the Trustees. The independent actuary shall be instructed to give his opinion on what would be his recommended contribution rate for securing the Intended Benefits of Members ( the Independent Actuary s Rate ). If the Principal Employer has given a notice under paragraph (III) the contribution rate shall be the Independent Actuary s Rate and the Employers (subject to the provisions of sub-clause (c) below and of Clauses 14 and 15 of this Deed) shall make contributions to the Trustees at that rate. (ii) The Trustees shall procure that the Actuary at the commencement of each Scheme Year beginning on or after 1 January 1995, or so soon thereafter as is possible, provides (having regard to the provisions of paragraph (iii) of this subclause (a)) the Trustees with an estimate of the cost to the Scheme for that Scheme Year of securing the benefits intended to be provided for Members under Rules A29(b)(ii)(II) and B29(b)(ii)(II).

21 - 8 - (iii) In providing the estimate in accordance with sub-paragraph (ii) above, the Actuary shall: (I) (II) (III) only take account of the cost of those benefits to the extent that in each case it exceeds the cost of the benefits that would be provided by the application of Rule A29(b)(ii)(I) or Rule B29(b)(ii)(I) (as the case may be); use a basis of calculation which is satisfactory to the Principal Employer and the Trustees (and if no basis is agreed as satisfactory then no estimate shall be provided); and have regard to any information provided by or on behalf of the Principal Employer as to the extent to which it is intended to provide benefits for Members under Rules A29(b)(ii)(II) and B29(ii)(II). (b) (c) (d) (e) In respect of each Scheme Year, the Employers shall (subject to the provisions of sub-clause (c) below and of Clauses 14 and 15 of this Deed) be bound to pay the contributions set by the Principal Employer and the Trustees under paragraph (i) of sub-clause (a) above. In the event that the Principal Employer considers that the Employers are in any year unable to meet in full the level of contributions required in accordance with sub-clause (b) above the Principal Employer shall notify the Trustees accordingly and shall agree with them the reduced level of contributions to be made for that year and the making good of the short-fall of contributions by the Employers in subsequent years (in addition to the contributions required of the Employers in any year under sub-clause (b) above). The Principal Employer shall give written notice to the Trustees of the amount of the Employers contributions which it and the Trustees shall have set under paragraph (i) of sub-clause (a) above or agreed under sub-clause (c) above and the Employers shall pay to the Trustees the amount of the Employers contributions by instalments payable at such time or times as the Trustees and the Principal Employer may agree PROVIDED THAT the Employers shall at the direction of the Principal Employer pay to the Trustees, and the Trustees shall accept, any such instalments or any part thereof (including without limitation that part of any instalment which the Actuary certifies as being attributable to the costs estimated for that Scheme Year under paragraph (ii) of sub-clause (a) above), at such other time in advance of the due time or times so agreed as the Principal Employer may direct. The Trustees may make all such arrangements as they think fit with the Employers for any adjustments or additional payments which may be necessitated by reason of Members joining or leaving the Scheme or dying or entering upon pension or becoming entitled to deferred benefits as described in the Rules but so that in no event shall there be a repayment of any moneys to the Principal Employer or any subsidiary or associated company of the Principal Employer (other than a subsidiary or associated company acting solely in a

22 - 9 - fiduciary capacity) or any Associated Employer except in accordance with this Deed or the Rules. (f) The Employers shall also pay to the Trustees such sum or sums as the Actuary shall certify to be required to secure any additional benefits granted by the Trustees with the approval of the Principal Employer and the Trustees having regard to the advice of the Actuary may agree with the Employers that the payment of any such sum or sums may be spread over a period ACTUARIAL VALUATION At intervals of not more than three years on dates from time to time appointed by the Trustees the Trustees shall request the Actuary to investigate the assets and liabilities of the Scheme and report thereon. The provisions of this Clause 7 are subject to the requirements of Sections 56 to 61 of the 1995 Act. 8. EXPENSES The Trustees shall out of the capital or income of the Fund pay and discharge all necessary expenses incurred in connection with the management and administration of the Fund and the Scheme and not otherwise paid and discharged by the Principal Employer and subject thereto shall apply the income and/or capital of the Fund in providing the Intended Benefits of Members as and when they shall fall due in accordance with the terms and provisions of the Rules. 9. POWER TO DEDUCT TAX In the event of the repayment to a Member during his lifetime of his contributions to the Scheme or to any other superannuation or retirement fund scheme or arrangement which shall have been transferred to the Scheme under the provisions of this Deed or the Rules or in any case in which a cash sum is paid in commutation of or in lieu of pension in accordance with the Rules the Trustees shall be entitled to deduct therefrom a sum equal to any income tax for which they may be accountable in consequence of such payment in respect of such Member. 10. POWERS OF THE TRUSTEES (a) The Trustees shall have and be entitled to exercise all powers rights privileges and discretions in connection with the Fund and the Scheme requisite or proper to enable them to carry out all or any transaction act deed or thing arising under or in connection with the Scheme and any deferred or immediate annuities or other policies effected by them under the provisions of this Deed and the consent or concurrence of either the Principal Employer or the Members or other 25 As deleted and replaced by Deed dated 31 st October, 2006 with effect from 6 th April, 2006.

23 prospective beneficiaries under the Scheme respectively or any of them shall not be necessary in connection with the giving of any receipt or discharge or the making of any payment or the doing of any act or thing made or done in the exercise of their powers as Trustees or in connection with the Rules or the said annuities or policies and any of the persons transacting business with the Trustees in relation to the Scheme shall not be entitled to or be under any obligation to make enquiry of the Trustees or the Principal Employer or the Members or other prospective beneficiaries thereunder respectively as to the application of funds in the hands of the Trustees and all persons paying money to the Trustees shall be completely and sufficiently discharged by their receipt for the same. (b) Without prejudice to the generality of Clause 10(a) above:- (i) (ii) The Trustees may effect such insurance as they consider prudent; The Trustees may accept gifts and apply them in such manner as they may decide; (iii) [left blank]; 26 (iv) The Trustees may from time to time in writing authorise such of their number or such persons as they think fit to give receipts and discharges for any moneys or other property payable, transferable or deliverable to the Trustees and each receipt or discharge shall be as valid as if it had been given by all of the Trustees. Where the written authority of the Trustees given in accordance with the preceding sentence is produced to any person, he may, unless he has received express notice in writing from the Trustees of its revocation, assume and act upon the assumption that the authority remains unrevoked. 11. ACCOUNTS TO BE KEPT: POWER TO EMPLOY AND RELY ON ADVISERS (a) (b) The Trustees shall keep such accounts as are necessary for the proper working of the Scheme and shall cause the said accounts to be audited in accordance with the requirements of Section 41 of the 1995 Act by an accountant with proper professional qualifications appointed by the Trustees. Such accountant shall have access to all books papers vouchers accounts and documents connected with the Scheme and shall certify in writing the result of each audit. The Trustees shall be entitled from time to time to consult and obtain the advice of or to employ such actuaries solicitors accountants or other professionally 26 Clause 10(b)(ii) and (iii) are deleted and replaced by Deed dated 31 st October, 2006 with effect from 6 th April, Clause 10(b)(iii) is intentionally left blank.

24 qualified persons upon such terms as to remuneration as they shall think fit, subject to the requirements of Section 47 of the 1995 Act ( professional advisers ). (c) Where the Trustees rely upon the advice or opinion (whether or not obtained by them) of any professional adviser appointed in accordance with Section 47 of the 1995 Act, the Trustees shall not be responsible for any resulting loss. 12. POWER TO DELEGATE 27 (a) (b) (c) The Trustees shall have and may exercise (in addition to all ordinary powers vested in them by this Deed and by Statute) power to delegate to any one or more persons appointed by them such of the powers duties authorities and discretions hereby or by the Rules conferred on the Trustees (including without limitation those relating to record keeping and all other administrative functions) as they may deem necessary or desirable for the convenient administration of the Scheme and in particular to delegate as aforesaid those of their powers duties authorities and discretions specified in the Rules. The person or persons appointed as recipient of the delegated powers, duties, authorities and discretions under Clause 12(a) (the Delegate ) shall have and may exercise the power to delegate to any one or more persons appointed by them (the Sub-delegate ) such of the delegated powers duties authorities and discretions conferred on them by the Trustees under Clause 12(a) as they may deem necessary or desirable for the convenient administration of the Scheme. The Sub-delegate shall have and may exercise the power to delegate to any one or more persons appointed by them such of the delegated powers duties authorities and discretions conferred on them by the Delegate under Clause 12(b) as they may deem necessary or desirable for the convenient administration of the Scheme. 13. POWER TO ADMIT PARTICIPATING EMPLOYERS A company which desires to become a party to the Scheme and is approved by the Principal Employer and by the Trustees shall enter into an agreement with them supplemental hereto binding itself to observe and perform such of the provisions hereof and of the Rules as will be applicable to it and shall thereby become a party to the Scheme and to this Deed as from the date specified in such agreement This Clause 12 has been deleted and replaced in its entirety by Deed dated 26th March, 2004 with effect from 1st May, Clause 13 is deleted and replaced in its entirety by Deed dated 31 st October, 2006 with effect from 6 th April, 2006.

25 CESSATION OF PARTICIPATION BY PARTICIPATING EMPLOYER (a) (b) (c) (d) An Associated Employer may at any time with the consent of the Principal Employer terminate and the Principal Employer may in its absolute discretion give notice to any Associated Employer requiring it to terminate its liability to contribute to the Fund and its participation in the Scheme by giving notice in writing to the Trustees to that effect whereupon the following provisions of this Clause 14 shall apply. The liability of an Associated Employer to contribute to the Fund and its participation in the Scheme shall also be terminated on the date on which it ceases to be an Associated Employer on the basis of IR12 (2001) Practice Notes on the Approval of Occupational Pension Schemes unless the Principal Employer and the Trustees agree otherwise. 29 When the participation of an Associated Employer in the Scheme ceases in accordance with sub-clause (a) above the Trustees shall have regard to Sections 75 and 75A of the 1995 Act ("deficiencies in the assets") and shall preserve within the Scheme in accordance with the Rules the benefits accrued to the Cessation Date in respect of all of the Beneficiaries and in particular the Beneficiaries whose benefits are so preserved ( the Deferred Beneficiaries ) shall then be subject to the provisions of Rule A29 or Rule B29 or Rule C29 (as appropriate) and for the purposes of the application of the provisions of Rule A29 or Rule B29 or Rule C29 (as appropriate) the Deferred Beneficiaries shall (if they have not already done so) be deemed to have left Service on the Cessation Date and to have elected to take the benefits described in sub-paragraph (i) of paragraph (b) of Rule A29 or Rule B29 or Rule C29 (as appropriate) (but without prejudice to paragraph (d) of Rule A29 or Rule B29 or Rule C29 (as appropriate)). 30 If sub-clause (a) of this Clause applies at the same time as or after an event referred to in Clause 16(a) or Clause 16(b) and there is any conflict between the provisions of this Clause 14 and those of Clause 16, the provisions of Clause 16 shall prevail. In this Clause 14 the following expressions have the following meanings: (i) (ii) Beneficiaries means such of the Members who are employees of the Retiring Employer on the Cessation Date. Cessation Date means the date upon which the Retiring Employer s participation in the Scheme ceases pursuant to sub-clause (a) of this 29 As deleted and replaced by a Deed dated 31 st October, 2006 with effect from 6 th April, As amended by Deed dated 27 March 2008.

26 Clause. (iii) Retiring Employer means the Associated Employer whose participation in the Scheme ceases in accordance with sub-clause (a) of this Clause. (iv) [blank] PRINCIPAL EMPLOYER S POWER TO TERMINATE SCHEME The Principal Employer may at any time terminate the liability of the Employers under the Scheme by giving notice in writing to the Trustees indicating its reasons. Upon receipt of such notice the liability of the Employers shall be terminated except in respect of payments due on or before the date of such notice and the Scheme shall be wound up in accordance with the provisions of Clause 16 below. 16. TRUSTEES POWER TO TERMINATE SCHEME: WINDING UP OF SCHEME (a) (b) The Scheme shall be determined on the expiration of the Trust Period. The Trustees may determine the Scheme:- (i) (ii) if it shall appear to the Trustees that the Scheme is insolvent or if they shall be advised by the Actuary to that effect; if the Principal Employer terminates the liability of the Employers in terms of Clause 15 above unless the Trustees in their discretion decide to continue the Scheme for the benefit of Members and other prospective beneficiaries under the Scheme or any of them without any further payment of contributions on the part of either the Employers or the Members. (c) In the event of the Scheme at any time being determined, the Trustees shall (if they have not already done so) notify the Members to that effect. Upon such determination the Trustees shall be entitled to reserve out of the Fund such amount as they consider may be necessary to meet any expenses of the administration and winding up of the Scheme which in their opinion may not be recoverable from the Employers and to meet any income or other tax for which they may be accountable under the Scheme and subject thereto and to Section 73 of the 1995 Act ( preferential liabilities on winding up ) and to the Contractingout Requirements shall apply the Fund in the following manner (the securing of any benefit being effected in each case in accordance with sub-clauses (d) 31 Deleted by Deed dated 27 March 2008