General Rules for UK Discretionary Schemes

Discretionary Scheme General Rules for UK Discretionary Schemes The following Rules numbered 1A to 13 inclusive are the General Rules referred to in the Trust Deed governing the Scheme. Code: PEN44 March 2011 PAGE 1 OF 44

Contents Rule No 1A Definitions 3 1B Interpretation 7 1C Expressions defined for use in Special Rules etc. 8 1D Calculation of earnings 10 2A Applications for Benefits 11 2B Acceptance of Applications for Benefits 12 2C Payment schedules 12 3A Ordinary contributions 13 3B Additional contributions 14 3C Special contributions 14 3D Voluntary contributions 15 3E Option to stop ordinary contributions 15 4A Member s death before his 75 th birthday 16 4B Lump sum on Member s death before his 75 th birthday 16 4C Dependant's pension on Member s death before his 75 th birthday 18 4D Children's pension on Member s death before his 75 th birthday 19 4E Members who die with a Fund on or after their 75 th birthday 20 5 Termination of Pensionable Service 21 6A Retirement 23 6B Lump sum on retirement 25 6C Pension on retirement 26 7A Pension on death after taking retirement benefits 26 7B Other death benefits 27 8A Transfer of assets into a Fund 28 8B Transfer of assets to another scheme 29 8C Transfer of assets to an Insurer 29 8D Option to have a cash equivalent applied 30 9A Provisions affecting pensions payable 30 9B Automatic adjustments in pensions payable 31 10 Transitional rights 33 11 Miscellaneous provisions 33 12A Employer's power to reduce or suspend contributions 36 12B Employer ceasing to contribute 37 12C Termination of Funds 37 13 Pension Sharing on divorce 38 PAGE 2 OF 44

1A. Definitions In the Rules unless the context otherwise requires:- Alternatively Secured Pension means an amount which is payable to the Member from the Member s Alternatively Secured Pension Fund and which satisfies the conditions set out in paragraphs 12 and 13 of Schedule 28 to the Finance Act 2004. Alternatively Secured Pension Fund shall have the same meaning as in paragraph 11 of Schedule 28 to the Finance Act 2004. Anniversary Date means the date on which the Member's earnings are calculated for the purposes of the Scheme being a date specified in the Special Rules or, if there are no Special Rules, the Acceptance. Annuity Protection Lump Sum Death Benefit shall have the same meaning as in paragraph 16 of Schedule 29 to the Finance Act 2004. Appropriate Percentage shall have the meaning given to it by section 51ZA(1) of the Pensions Act. Charity Lump Sum Death Benefit shall have the same meaning as in paragraph 18 of Schedule 29 to the Finance Act 2004. Civil Partnership has the meaning given to it by the Civil Partnership Act 2004 and any reference to Civil Partner is to be read accordingly. Defined Benefits Lump Sum Death Benefit shall have the same meaning as in paragraph 13 of Schedule 29 to the Finance Act 2004. Dependant shall have the same meaning as in paragraph 15 of Schedule 28 to the Finance Act 2004. Dependant s Annuity shall have the same meaning as in paragraph 17 of Schedule 28 to the Finance Act 2004. Dependant s Scheme Pension shall have the same meaning as in paragraph 16 of Schedule 28 to the Finance Act 2004. Dependent Children means in relation to any person such of that person's children, adopted children and step children and the children, adopted children and step children of his spouse or Civil Partner as are his Dependants (including, after their birth, any such child conceived but not born before the Member s death). Disqualifying Pension Credit shall have the same meaning as in paragraph 2(3) of Schedule 29 to the Finance Act 2004. Employer means in relation to any person employed by one or more of the Participating Employers that one or more of them by which that person is employed and in relation to any person no longer employed by any of the Participating Employers that one or more of them by which he was last employed. PAGE 3 OF 44

Ex-Spouse means an individual (including a former Civil Partner) to whom Pension Credit Rights have been or are to be allocated following a Pension Sharing Order, agreement or equivalent provision. Ex-Spouse Participant is an Ex-Spouse who participates in the Scheme. For this purpose the Ex-Spouse Participant must participate in the Scheme either solely for the provision of a Pension Credit Benefit, or for the wholly separate provision of a Pension Credit Benefit, where benefits accrue or have accrued to that individual under the Scheme for any other reason. Fund means in relation to each Member and his Dependants the fund held by the Trustees into which the contributions paid in respect of that Member have been paid. Group A Member means, unless the Employer notifies the Trustees that an individual is not to be so treated or the Special Rules state otherwise, a Member who was, on 5 April 2006, a Group A Member in terms of the Rules as they applied on that date and any individual who becomes a Member after that date. Incapacity means that the Member is (and will continue to be) incapable of carrying on his occupation because of physical or mental impairment. Index means the Government's Index of Retail Prices. Insurer means an insurance company as described in section 275 of the Finance Act 2004. Lifetime Allowance Charge shall have the same meaning as in section 214(1) of the Finance Act 2004. Lifetime Allowance Excess Lump Sum shall have the same meaning as in paragraph 11 of Schedule 29 to the Finance Act 2004. Lifetime Annuity shall have the same meaning as in paragraph 3 of Schedule 28 to the Finance Act 2004. Member means a person who has become a member of the Scheme in accordance with the Rules and who is neither a person who has ceased to be a member of the Scheme under any of its provisions nor a person in respect of whom all the liabilities of the Trustees to pay or provide benefits have come to an end. Normal Minimum Pension Age shall have the same meaning as in section 279(1) of the Finance Act 2004. Normal Retirement Date in relation to a Member means the date stated in the initial Application for Benefits in respect of him to be his Normal Retirement Date or normal retirement age or such new date as the Trustees may agree with the Employer and the Member and which would have been acceptable under section (2) of Rule 2B. PAGE 4 OF 44

Participating Employer means each Employer which is permitted to participate in the Scheme by virtue of the provisions of the Trust Deed and has executed the appropriate deed or other instrument but does not include an Employer which has ceased to participate save in respect of the time before it ceased to participate. Pension Commencement Lump Sum means a lump sum that satisfies the conditions given in paragraph 1 of Schedule 29 to the Finance Act 2004 for being a pension commencement lump sum. Pension Credit means a credit under section 29(1) of the Welfare Reform Act or under corresponding Northern Ireland legislation. Pension Credit Benefit in relation to a scheme, means the benefits payable under the scheme to or in respect of a person by virtue of rights under the scheme attributable (directly or indirectly) to a Pension Credit. Pension Credit Rights means rights to future benefits under a scheme which are attributable (directly or indirectly) to a Pension Credit. Pension Sharing Order means any order or provision as is mentioned in section 28(1) of the Welfare Reform Act, Article 25(1) of the Welfare Reform and Pensions (Northern Ireland) Order 1999, Part 4 of Schedule 5 to the Civil Partnership Act 2004 or Part 3 of Schedule 15 to that Act. Pension Sharing Rules means Rule 13 and, unless otherwise stated, all words and expressions defined in the Pension Sharing Rules shall have the same meanings and interpretation in the rest of the Rules. Pensionable Service shall have the meaning ascribed to it by section 70 of the Pension Schemes Act 1993. Pensions Act means the Pensions Act 1995. Pensions Legislation means the Pension Schemes Act 1993, the Pensions Act 1995 and the Pensions Act 2004. Permitted Maximum is the amount which would have been the permitted maximum under section 590C(2) of the Income and Corporation Taxes Act 1988 if that section had not been repealed and the Treasury had made the orders required by that section, as it had effect immediately before the repeal, in respect of the tax year 2006-2007 and each subsequent tax year. Qualifying Recognised Overseas Pension Scheme shall have the same meaning as in section 169(2) of the Finance Act 2004. Recognised Overseas Pension Scheme shall have the same meaning as in section 150(8) of the Finance Act 2004. Registered Pension Scheme shall have the same meaning as in section 150(2) of the Finance Act 2004. PAGE 5 OF 44

Relevant Percentage shall have the meaning given to it by section 51(4) of the Pensions Act as it applies to a category X pension as defined in section 51(4A) of that Act; and for the purposes of calculating the relevant percentage, the reference period shall be the 12 months which ends on the last day of the third calendar month before the month in which the relevant anniversary occurs. Scheme Administrator shall have the same meaning as in section 270 of the Finance Act 2004. Scheme Pension shall have the same meaning as in paragraph 2 of Schedule 28 to the Finance Act 2004. Service means continuous service with the Employer. Serious Ill-health Lump Sum shall have the same meaning as in paragraph 4 of Schedule 29 to the Finance Act 2004. Special Lump Sum Death Benefits Charge shall have the same meaning as in section 206 of the Finance Act 2004. Trivial Commutation Lump Sum shall have the same meaning as in paragraph 7 of Schedule 29 to the Finance Act 2004. Trivial Commutation Lump Sum Death Benefit shall have the same meaning as in paragraph 20 of Schedule 29 to the Finance Act 2004. Trust Deed means the deed by which the Scheme was established together with any deeds or other instruments supplemental thereto, and the expressions defined in the Trust Deed have the same meanings as in the Trust Deed. Trustees means the trustees for the time being of the Trust Deed. Uncrystallised Funds Lump Sum Death Benefit shall have the same meaning as in paragraph 15 of Schedule 29 to the Finance Act 2004. Unsecured Pension means an amount which is payable to the Member from the Member s Unsecured Pension Fund and which satisfies the conditions set out in paragraphs 9 and 10 of Schedule 28 to the Finance Act 2004. Unsecured Pension Fund shall have the same meaning as in paragraph 8 of Schedule 28 to the Finance Act 2004. Unsecured Pension Fund Lump Sum Death Benefit shall have the same meaning as in paragraph 17 of Schedule 29 to the Finance Act 2004. Welfare Reform Act means the Welfare Reform and Pensions Act 1999. PAGE 6 OF 44

Winding-up Lump Sum shall have the same meaning as in paragraph 10 of Schedule 29 to the Finance Act 2004. Winding-up Lump Sum Death Benefit shall have the same meaning as in paragraph 21 of Schedule 29 to the Finance Act 2004. 1B. Interpretation In the Rules unless the context otherwise requires:- (1) Words importing the masculine gender shall include females and the word widow shall include a widower and, but not so as to confer any rights on (or in respect of) a Member whose Fund was applied before 5 December 2005, a Civil Partner. Any reference to being married includes being in a Civil Partnership and any reference to being unmarried excludes being in a Civil Partnership. (2) Words in the singular shall include the plural and words in the plural shall include the singular. (3) Any reference to an employee or person employed by or in the employ or Service of a Participating Employer shall be construed as including a director of that Participating Employer. (4) Any reference to any enactment shall be construed as a reference to that enactment as amended or re-enacted and to any regulations made thereunder for the time being in force and to any corresponding provisions in force in Northern Ireland. PAGE 7 OF 44

1C. Expressions defined for use in Special Rules etc. In Special Rules, Applications and Acceptances, unless the context otherwise requires or a different meaning is expressly given- (c) (d) (e) (f) a Member's "Total Scheme Year Earnings" means the annual equivalent of the total emoluments received by the Member from the Employer for the year ending with the day before the date of calculation; a Member's "Total Tax Year Earnings" means the annual equivalent of the total emoluments received by the Member from the Employer for the year ending on 5 April next before the date of calculation; a Member's "Normal Scheme Year Earnings" means the sum of- (i) (ii) the annual equivalent of the basic emoluments received by the Member from the Employer for the year ending with the day before the date of calculation; and the yearly average of all the emoluments (other than basic emoluments) received by him from the Employer over the period of three years ending with the day before the date of calculation; a Member's "Normal Tax Year Earnings" means the sum of- (i) (ii) the annual equivalent of the basic emoluments received by the Member from the Employer for the year ending on 5 April next before the date of calculation; and the yearly average of all the emoluments (other than basic emoluments) received by him from the Employer over the period of three years ending on 5 April next before the date of calculation; a Member's "Normal Rate Earnings" means the sum of- (i) (ii) the annual equivalent of the basic rate of the Member's emoluments from the Employer at the date of calculation; and the yearly average of all the emoluments (other than basic emoluments) received by him from the Employer over the period of three years ending with the day before the date of calculation; a Member's "Basic Scheme Year Earnings" means the annual equivalent of the basic emoluments received by the Member from the Employer for the year ending with the day before the date of calculation; PAGE 8 OF 44

(g) (h) (i) (j) a Member's "Basic Tax Year Earnings" means the annual equivalent of the basic emoluments received by the Member from the Employer for the year ending on 5 April next before the date of calculation; a Member's "Basic Rate Earnings" means the annual equivalent of the basic rate of the Member's emoluments from the Employer at the date of calculation; a Member's "Total Pay Period Earnings" means the total emoluments received by the Member from the Employer in the pay period ending next before the date of calculation; a Member's "Basic Pay Period Earnings" means the basic emoluments received by the Member from the Employer in the pay period ending next before the date of calculation: Provided that (i) (ii) in the case of paragraphs, (c) and (f), if at the date of the first calculation, or, in the case of paragraphs, (d) and (g), if at the date of the first or second calculation, the Member had no such emoluments, the annual equivalent of the Member's fixed remuneration from the Employer at that date shall be used in that calculation; for the purposes of calculating the contributions and benefits in respect of a Group A Member, the definitions above are to be interpreted as though the appropriate emoluments are no greater than the Permitted Maximum. PAGE 9 OF 44

1D. Calculation of earnings (1) Any calculation of a Member's earnings for the purposes of the Scheme shall be made on the day he becomes a Member and on each Anniversary Date thereafter, any reduction in his emoluments owing to temporary absence from work being ignored and each calculation determining his earnings for the purposes of the Scheme until a further calculation is made: Provided that - (i) (ii) no calculation of a Member's earnings shall be made during a period for which no contributions are being paid to the Scheme in respect of the Member with the exception of a period during which contributions are temporarily suspended in accordance with Rule 12A; where a Member in Pensionable Service is on a period of paid maternity absence, a period of paid paternity leave or a period of paid adoption leave as defined in Schedule 5 to the Social Security Act 1989, any calculation of his earnings for the purposes of the Scheme shall be based on the earnings which he is likely to have received if he had been working normally; and (iii) the Trustees may agree with the Employer that, for the purposes of calculating the ordinary contributions to be paid in respect of him, the Member's earnings shall be calculated on the due date of each ordinary contribution. (2) In determining the emoluments or remuneration to be used for any purpose of the Scheme - (c) the Trustees shall ignore all emoluments which are not treated for tax purposes as emoluments from an office or employment and all emoluments to which a Member is not beneficially entitled and, unless the Employer otherwise directs, all emoluments which are treated for tax purposes as emoluments from an office or employment but which are not monetary; the Trustees shall ignore any amounts which arise from the acquisition or disposal of shares or an interest in shares or a right to acquire shares or anything in respect of which tax is chargeable by virtue of section 225 or 226 of the Income Tax (Earnings and Pensions) Act 2003 or under Chapter 3 of Part 6 of that Act; and if emoluments which are to be averaged over a period of at least three years have not been received for such a period, the Trustees shall take the yearly average over the period for which they have been received. PAGE 10 OF 44

2A. Applications for Benefits (1) An initial Application for Benefits in a form to be prescribed by the Insurer may be submitted to the Trustees by an Employer in respect of any person who at the earliest date at which a contribution falls due satisfies all the following conditions - (c) he is or has been in receipt of emoluments which are or were treated for tax purposes as emoluments to which he is beneficially entitled and are from an office or employment with one or more of the Participating Employers; he has attained the age of 18 years; his habitual place of work, under his contract of service with his Employer, is located in the United Kingdom; and the further conditions, if any, specified in the Special Rules. (2) In respect of any person the Trustees may at the request of the Employer waive condition of section (1) of this Rule and any or all of the further conditions, if any, specified in the Special Rules. (3) The Trustees may, in respect of a Member, accept further ordinary contributions, additional contributions and special contributions and a request to provide additional benefits. (4) If the Insurer so requires, each Application for Benefits shall state the contributions intended to be paid, and by whom, and on what dates they are to be payable and whether for the purposes of the Scheme they are to be ordinary contributions, additional contributions, or special contributions: Provided that, where an applicant enters a benefit in an Application for Benefits without also entering the contribution to be paid, he shall be deemed to be offering to pay whatever contribution the Insurer estimates to be necessary to secure the benefit at the Insurer's normal rates; and that contribution shall be deemed to be entered in the Application for Benefits. (5) The Employer may submit an initial Application for Benefits in respect of an eligible person on a day other than an Entry Date specified in Special Rules. (6) Each person in respect of whom an Employer submits an initial Application for Benefits which has been accepted shall be given notice of the essential features of the Scheme. PAGE 11 OF 44

2B. Acceptance of Applications for Benefits (1) The Trustees shall not accept an Application for Benefits unless they are satisfied that the Insurer will underwrite at normal rates the assurances necessary to provide the benefits; and if the Insurer notifies the Trustees that it will underwrite the assurances only on special terms the Trustees shall not accept the Application for Benefits until it has been modified to reflect those special terms either by alterations initialled by the signatories or by a separate notice to the Trustees signed by or on behalf of the Employer. (2) The Trustees shall not accept in respect of any person an initial Application for Benefits in which the date stated to be his Normal Retirement Date is earlier than the Normal Minimum Pension Age or later than the day before his 75 th birthday; nor shall the Trustees accept an Application for Benefits in which the said date is earlier than the date at which the person's membership is to commence. (3) Subject to section (4) of this Rule each person in respect of whom an initial Application for Benefits has been accepted shall become a Member from whichever is the later of the earliest date specified in the Application for Benefits as a date at which a contribution falls due and the date at which the first contribution is received by the Trustees: Provided that if the first contribution is not received by the Trustees on or before the thirtieth day after it falls due, the Trustees may cancel the Acceptance and, if they do so, no person shall have any claim upon the Trustees or any agent of the Trustees in respect of the benefits which might otherwise have been payable. (4) Where any conditions for becoming a Member are determined by Special Rules in force at the time when an initial Application for Benefits is submitted, section (3) of this Rule shall not apply to him but the Trustees shall ensure in any such case that the Special Rules specify when his membership is to start and provide for the issue of a certificate of membership. 2C. Payment schedules (1) In the circumstances prescribed by section 87 of the Pensions Act, the Trustees shall prepare, maintain and, from time to time, revise a payment schedule which shows the payments which the Participating Employers and their employees have agreed to pay to the Trustees and which satisfies the requirements of that section. (2) If the Trustees do not receive an amount payable in accordance with the payment schedule by its due date, the Trustees shall notify the Pensions Regulator and the Members of the fact, where the Trustees believe they have reasonable cause to do so in terms of section 88 of the Pensions Act. PAGE 12 OF 44

3A. Ordinary contributions (1) The ordinary contributions to be paid in respect of a Member shall be the contributions described as ordinary contributions or ordinary payments in the Application for Benefits or, where there is no Application for Benefits, the Acceptance issued by the Trustees. (2) Subject to Rule 3E and Rule 12A ordinary contributions to a Fund shall be payable at regular intervals in the period commencing with the first due date specified in the Application for Benefits or, where there is no Application for Benefits, the Acceptance issued by the Trustees and ending with the last due date which occurs not later than the earliest of - (c) (d) (e) (f) (g) the day the Member ceases to be in the Service (by reason of his death or otherwise); the Member's Normal Retirement Date (or if the Member remains in the Service after his Normal Retirement Date and the Employer, the Trustees, the Insurer and the Member so agree, the day he retires or is deemed to retire); the day before the Member s 75 th birthday; the day before the Member takes any benefit from the Fund; the day on which contributions are terminated in accordance with Rule 12B; the day the Member becomes a qualifying person as defined in the Occupational Pension Schemes (Cross-border Activities) Regulations 2005; the day that the Member s habitual place of work under his contract of service with his Employer ceases to be located in the United Kingdom otherwise than by secondment. For the purposes of paragraph (g) of this section, a secondment is a posting for a temporary period where there is a definite expectation that the Member will return to work or retire in the United Kingdom after the expiry of that period. (3) An ordinary contribution shall be either of a fixed amount or a fixed percentage of a Member's earnings and the Employer may pay any part or the whole of it: Provided that unless the Trustees and Insurer otherwise agree or the Employer is making additional contributions to the Scheme in respect of the Member, the Member shall not pay the whole of the ordinary contribution under the Scheme. PAGE 13 OF 44

(4) Where part or the whole of the ordinary contribution is to be paid by the Member, the Employer shall pay to the Trustees on the due date the whole of the ordinary contribution and shall arrange to recover the amount to be contributed by the Member by deduction from his remuneration or otherwise without recourse to the Trustees. (5) Where an ordinary contribution is an amount per annum payable on one date in each year and a period for which that contribution is due will be less than one year, then the Trustees may accept a proportionate amount instead of the full amount. 3B. Additional contributions (1) An Employer may pay additional contributions in order to provide additional benefits payable on the death of a Member while in the Service on or before his Normal Retirement Date and such additional benefits may be in the form of a lump sum or in the form of a pension for one or more of the Member's Dependants or in the form of both. (2) The Trustees shall inform the Employer of the amount of the additional contribution payable under the foregoing section and that contribution shall be due on the same day as an ordinary contribution is or would have been payable, and shall, subject to section (3) of this Rule, be payable for the same period or for such shorter period as the Employer requires the additional death benefit to be provided. (3) Where the Insurer, under the terms of the policies effected or to be effected by the Trustees, exercises a right to refuse further additional contributions in respect of a Member or the Member becomes a qualifying person as defined in the Occupational Pension Schemes (Cross-border Activities) Regulations 2005, the additional contributions payable in respect of that Member shall terminate and the related additional benefits shall cease to be payable under the Scheme. (4) Where the benefits to be provided in respect of a Member by the contributions to be paid by the Employer are benefits payable only on the death of the Member in the Service on or before his Normal Retirement Date, the word additional in this Rule shall be read only as identifying the type of contributions or benefit and not as requiring any other contributions or benefits to be paid in respect of the Member. PAGE 14 OF 44

3C. Special contributions (1) The Trustees shall not accept a special contribution unless they are satisfied that the special contribution is being paid for a purpose within the objects of the Scheme. (2) Special contributions may be paid at any time but no special contribution shall be paid by a Member into the Fund unless contributions are being paid to that Fund in respect of him or the Trustees and the Insurer otherwise agree. (3) Where a Member has already received a benefit under the Rules, no special contribution shall be paid to augment his benefits unless the Insurer is willing to provide benefits in respect of that contribution. (4) If an Application for Benefits is accepted which states that a special contribution is to be paid, the special contribution shall be due on the date or dates specified in the Application for Benefits or, if no date is specified, on the day following the issue of the Acceptance. 3D. Voluntary contributions (1) Subject to the provisions of this Rule, a Member may pay ordinary contributions in excess of the contributions which the Employer requires him to pay as a condition of his membership of the Scheme and may pay additional or special contributions in terms of Rule 3B or Rule 3C, and in this Rule the expression voluntary contributions means those contributions. (2) In any year commencing on a 6 April and ending on a 5 April a Member's total voluntary contributions shall not be less than the minimum annual premium acceptable to the Insurer as the premium of a policy for this purpose. (3) The Member shall give three months' notice to the Trustees, or such shorter period as is acceptable to the Trustees, of his intention to pay a voluntary contribution or pay voluntary contributions at a specified rate or to vary that rate. 3E. Option to stop ordinary contributions (1) While in the Service a Member may give notice to the Employer that he wishes no further ordinary contributions to be paid into the Scheme in respect of him. (2) Any such notice shall be given in writing and shall specify the last date on which ordinary contributions (other than contributions due before the date the notice was given) shall be paid but that date shall not be earlier than the date at which the notice is delivered to the Employer. PAGE 15 OF 44

(3) An Employer who has been given such a notice shall inform the Trustees forthwith of - the last date at which an ordinary contribution is to be paid; the additional contributions (if any) that are to be paid in respect of the Member or the benefits (if any) that are to be payable on the death of the Member in the Service on or before his Normal Retirement Date; and the Trustees shall inform the Member of any benefits that are to be payable on his death. 4A. Member s death before his 75 th birthday (1) If a Member dies before his 75 th birthday and before his Fund has been applied to provide any retirement benefits in accordance with Rule 6A, the Trustees shall arrange for the Fund to be applied - (c) in paying a lump sum death benefit in accordance with Rule 4B; in securing a pension for one or more of the Member's Dependants payable in accordance with Rule 4C; in securing a pension or pensions for the Member's Dependent Children payable in accordance with Rule 4D. (2) Where part of the Fund is to be applied to secure a pension under paragraphs, or (c) of section (2) of Rule 4C or 4D, the Trustees shall, subject to section (3) of this Rule, provide a Dependant s Scheme Pension and secure that pension by purchasing an annuity from the Insurer on such terms that meet the conditions set out in paragraph 16 of Schedule 28 to the Finance Act 2004. (3) Where part of the Fund is to be applied to secure a pension under paragraph (c) of section (2) of Rule 4C or 4D, the Dependant or Dependent Child (or the person with parental responsibility for them) may direct the Trustees to secure their pension by purchasing a Dependant s Annuity from an Insurer of the Dependant s choice on such terms that meet the conditions set out in paragraph 17 of Schedule 28 to the Finance Act 2004. PAGE 16 OF 44

4B. Lump sum on Member s death before his 75 th birthday (1) If a Member dies before his 75 th birthday and before his Fund has been applied to provide any retirement benefits in accordance with Rule 6A, there shall be payable out of the Fund one or more Defined Benefits Lump Sum Death Benefits or Uncrystallised Funds Lump Sum Death Benefits of the amounts specified in section (3) of this Rule. (2) The amount available to apply under this Rule shall be the sum of the payments made into the Fund as a result of the Member's death, less the amounts which the Trustees require to enable them to secure any pensions payable under paragraphs and of section (2) of Rules 4C and 4D. (3) The amount available under this Rule shall be paid by the Trustees to or applied by the Trustees for the benefit of such one or more of the Member's beneficiaries and in such proportions as the Employer having absolute discretion may within eighteen months of the Member's death in writing direct: Provided that (i) (ii) (iii) the Trustees shall provide each death benefit as a lump sum unless, where the beneficiary is a Dependant or a Dependent Child, they (or the person with parental responsibility for them) direct the Trustees, within 30 days from the date that they are advised that the sum is available, to apply all or part of their death benefit to secure a pension for them under paragraph (c) of section (2) of Rule 4C or 4D; where the Member had left Pensionable Service before his death, the power conferred on the Employer by this section shall be exercisable by the Trustees; where the Trustees do not receive a direction or any such direction does not deal with the whole of any death benefit payable, the Trustees shall apply the remaining benefit to or for the benefit of such one or more of the Member's beneficiaries and in such proportions as the Trustees in their absolute discretion shall decide. PAGE 17 OF 44

(4) If, by the day before the second anniversary of the earlier to occur of the day the Trustees first knew of the Member s death; and the day on which the Trustees could first reasonably be expected to have known of the Member's death; the Trustees have an amount available under this Rule for which the Trustees - (i) received a direction from the Employer in accordance with section (3) of this Rule (or has exercised its discretion under proviso (iii) to section (3) of this Rule), but the Trustees have been unable to pay that amount, the Trustees shall hold the unpaid benefit in a separate account outside the Scheme until the Trustees can pay the benefit to the beneficiary or beneficiaries already selected; or (ii) have not received a direction from the Employer in accordance with section (3) of this Rule (and the Trustees have been unable to exercise its discretion under proviso (iii) to section (3) of this Rule), the Trustees shall apply that amount in securing a pension for one or more of the Member s Dependants or Dependent Children payable in accordance with section (3) of Rule 4C or Rule 4D, in such proportions as the Trustees shall decide. If the Trustees are unable to secure pensions under those Rules, the benefit shall be used to meet the administrative expenses of the Scheme. (5) For the purposes of this Rule a Member s beneficiaries shall mean - (c) (d) (e) the Member s spouse or Civil Partner; the Member s grandparents; the grandparents of the Member s spouse or Civil Partner; all descendants of the Member s grandparents and the grandparents of the Member s spouse or Civil Partner; any individual who, in the opinion of the Employer, was immediately prior to the Member s death - (i) (ii) in receipt of any regular payment from the Member; wholly or partly dependent on the Member for the ordinary necessaries of life or because of physical or mental disability; (iii) co-habiting with the Member as if they were married to one another (and whether they are of the same or opposite sex) provided that their finances were interdependent with those of the Member; PAGE 18 OF 44

(f) (g) any individual nominated by the Member as a potential beneficiary or who is entitled to any interest in the Member s estate under a testamentary disposition (such as a will); and the Member s legal personal representatives; and for the purposes of this Rule a relationship acquired by process of legal adoption shall be as valid as a blood relationship. 4C. Dependant s pension on Member s death before his 75 th birthday (1) If a Member dies before his 75 th birthday and before his Fund has been applied to provide any retirement benefits in accordance with Rule 6A and is survived by a Dependant, there shall be payable to that Dependant out of the Fund a pension of the amount specified in section (2) of this Rule: Provided that a Dependant who is also one of the Member's Dependent Children shall not be treated as a Dependant for the purposes of this Rule unless the Trustees are satisfied that he was, at the date of the Member s death, dependent on the Member because of physical or mental impairment. (2) The amount per annum of the Dependant's pension referred to in section (1) of this Rule shall be the sum of - (c) if the Member has died in Service before his Normal Retirement Date, the amount, if any, specified in the Acceptance or the Special Rules as the pension payable to that Dependant; the amount of the pension, if any, arranged by the Trustees for that Dependant as a result of a transfer of assets into the Fund pursuant to Rule 8A but not specified in an Acceptance; and the amount of the pension, if any, which the Trustees have secured for that Dependant in accordance with section (3) or (4) of Rule 4B. (3) Subject to Rule 9A, a pension payable under this Rule shall be paid by monthly instalments, the first instalment falling due on the day after the Member dies and the last instalment falling due on the last due date before the Dependant dies. PAGE 19 OF 44

4D. Children s pension on Member s death before his 75 th birthday (1) If a Member dies before his 75 th birthday and before his Fund has been applied to provide any retirement benefits in accordance with Rule 6A, there shall be payable out of the Fund to or for the benefit of his Dependent Children a pension equal to the sum of the amounts of the pensions secured on the lives of his Dependent Children, the amount of pension on the life of any one child being determined in accordance with section (2) of this Rule. (2) The amount per annum of the pension on the life of any one child shall be the sum of - (c) if the Member has died in Service before his Normal Retirement Date, the amount, if any, specified in the Acceptance or the Special Rules as payable in the form of a pension on the life of that child; the amount of the pension, if any, on the life of that child arranged by the Trustees as a result of a transfer of assets into the Fund pursuant to Rule 8A but not specified in an Acceptance; and the amount of the pension, if any, which the Trustees have secured for that child in accordance with section (3) or (4) of Rule 4B. (3) Subject to Rule 9A, the share of Dependant s Scheme Pension payable to or for the benefit of any one of the Member's Dependent Children shall be paid by monthly instalments, the first instalment falling due on the day after the Member dies and the last instalment falling due on the last due date before the earlier of - the day the child attains the age of 18 or such older age as may be specified in the Acceptance or the Special Rules; and the day on which he ceases to be a Dependent Child. (4) Subject to Rule 9A, where a Dependant Child who is a child of the Member exercises the option under section (3) of Rule 4A, the Dependant s Annuity shall be paid by monthly instalments, the first instalment falling due on the day after the Member dies and the last instalment falling due on the last due date before the day the child attains the age of 23. PAGE 20 OF 44

4E. Members who die with a Fund on or after their 75 th birthday (1) If a Member dies on or after his 75 th birthday with an Alternatively Secured Pension Fund and is survived by one or more Dependants or Dependent Children, the Trustees shall apply that Fund (less any tax for which the Scheme Administrator is liable under subsection 1A of section 200 of the Inheritance Tax Act 1984) in providing a Dependant s Scheme Pension for such one or more of the Dependants or Dependent Children as the Trustees in their absolute discretion shall decide and securing that pension by purchasing an annuity from the Insurer on such terms as meet the conditions set out in paragraphs 16 to 16C of Schedule 28 to the Finance Act 2004: Provided that the Dependant or Dependent Child (or the person with parental responsibility for them) may direct the Trustees to secure the pension by purchasing a Dependant s Annuity from an Insurer of the Dependant s or Dependent Child s choice on such terms that meet the conditions set out in paragraph 17 of Schedule 28 to the Finance Act 2004. (2) Subject to Rule 9A, a pension payable to a Dependant under section (1) of this Rule shall be paid by monthly instalments, the first instalment falling due on the day after the Member dies and the last instalment falling due on the last due date before the Dependant dies. (3) Subject to Rule 9A, a Dependant s Scheme Pension payable to a Dependent Child under section (1) of this Rule shall be paid by monthly instalments, the first instalment falling due on the day after the Member dies and the last instalment falling due on the last due date before the earlier of - the day the child attains the age of 23 years or, at any earlier agreed age or event; and the day on which he ceases to be a Dependent Child. (4) Subject to Rule 9A, where a Dependant Child who is a child of the Member (or the person with parental responsibility for them) exercises the option in terms of the proviso to section (1) of this Rule, the Dependant s Annuity shall be paid by monthly instalments, the first instalment falling due on the day after the Member dies and the last instalment falling due on the last due date before the day the child attains the age of 23. (5) If the Trustees are unable to apply the Fund in accordance with section (1) of this Rule, it shall be paid as follows - as a Charity Lump Sum Death Benefit to one or more charities nominated by the Member; or if the Member has not nominated any charities, as a Charity Lump Sum Death Benefit to one or more charities nominated by the Trustees. PAGE 21 OF 44

5. Termination of Pensionable Service (1) This Rule applies to a Member whose Pensionable Service terminates before Normal Retirement Date without his becoming entitled to immediate retirement benefits under section (3) of Rule 6A. (2) Where a Member is temporarily absent from his employment in the Service or is seconded to another employer while remaining resident in the United Kingdom with a definite expectation that he will return to employment in the Service, unless the Employer otherwise decides, this Rule shall not apply until a change of circumstances such that there is no longer a definite expectation that the Member will return to employment in the Service: Provided that - (i) (ii) where the Member is receiving pay which will not continue beyond his Normal Retirement Date under a sick pay or permanent health scheme, this section shall not apply; where a Member in Pensionable Service is on paid statutory leave in terms of Part VIII of the Employment Rights Act 1996 or a period of paid family leave as defined in Schedule 5 to the Social Security Act 1989, the Employer's contributions to the Member's Fund shall continue to be payable during that period (subject to proviso (ii) to Rule 1D) but the Member shall only be required to pay contributions based on the emoluments or statutory pay actually paid to the Member during that period; (iii) where a Member in Pensionable Service exercises a right to ordinary maternity leave, ordinary adoption leave or paternity leave under Part VIII of the Employment Rights Act 1996 and receives no emoluments or statutory pay from the Employer during the period of his leave, the contributions to his Fund shall continue to be payable during that period to the extent required by Part VIII of that Act; (iv) where a Member is absent from work on statutory leave in terms of Part VIII of the Employment Rights Act 1996, that Member s Service shall not be deemed to terminate on a date earlier than would be permitted under those provisions. (3) Subject to section (4) of this Rule a Member to whom this Rule applies shall for the purposes of Rules 6A to 7B inclusive be deemed to retire from the Service at his Normal Retirement Date but not so that his Pensionable Service shall be deemed to be longer than it actually was. PAGE 22 OF 44

(4) If before his Normal Retirement Date a Member to whom this Rule applies informs the Trustees that he wishes all his retirement benefits to become payable at a date other than his Normal Retirement Date, the Trustees may for the purposes of Rules 6A to 7B inclusive treat him as if he had retired from the Service before or after his Normal Retirement Date as the case may be: Provided that in relation to a Member - (i) (ii) his benefits shall not be paid before his Normal Retirement Date if his Service has not terminated, unless his Employer consents; his benefits shall not be paid before the Normal Minimum Pension Age except on account of Incapacity; (iii) his benefits shall not be paid on account of Incapacity until the Trustees have received satisfactory evidence of the Incapacity from a registered medical practitioner. (5) Any benefit payable to or in respect of the Member as a result of the foregoing provisions of this Rule applying to him shall, if the Member so directs, be secured with an Insurer of the Member's choice; but the Trustees shall not be bound to comply with the Member's direction unless it relates to (and the chosen Insurer is willing to accept) all the benefits payable to or in respect of the Member under this Rule. (6) If at the date his Pensionable Service terminates - (c) a Member has not been in service in respect of which contributions for retirement benefits have been payable under the Scheme for one or more periods totalling at least two years; a Member has paid contributions to secure retirement benefits; and no assets in respect of him have been transferred into the Scheme from another Registered Pension Scheme; then the Member and the Employer together may within six months from the date of termination of the Member's Pensionable Service direct the Trustees that section (8) of this Rule is to apply. PAGE 23 OF 44

(7) In reckoning periods of Service for the purposes of section (6) of this Rule the Trustees shall deem the following service to be service during which contributions for retirement benefits have been payable under the Scheme - where the Trustees have accepted a transfer of assets representing the interest of the Member in or derived from a retirement benefits scheme, the actual service which counted for retirement benefits under that scheme; and where between any two periods of the Member's Pensionable Service there is a break (not exceeding one month or because of pregnancy or confinement or a trade dispute) which is required by regulations made under Chapter I of Part IV of the Pension Schemes Act 1993 to be disregarded in determining the length of 'qualifying service' for the purposes of section 71 of that Act, the earlier period to the extent that it was service during which contributions for retirement benefits were payable under the Scheme had the Member been in the Service, but not in Pensionable Service, during the break. (8) As soon as the Trustees have received a direction that this section is to apply in terms of section (6) of this Rule, the Trustees shall realise the Fund and - repay to the Member his contributions with interest (or the total value of the Fund if that is less); and repay to the Employer the balance of the Fund, if any; and thereafter the Member shall cease to have a right to any benefits payable out of the Fund. 6A. Retirement (1) On the retirement of a Member from the Service at his Normal Retirement Date, the Trustees shall arrange for the Fund to be applied - (c) in paying any Lifetime Allowance Charge; in paying to the Member a lump sum in accordance with Rule 6B; in securing for the Member a pension payable in accordance with Rule 6C and, if the Member so requests and the Insurer is willing to accept such a request, that pension will include either or both of the following death benefits (i) (ii) a pension payable to one or more of the Member s Dependants in accordance with Rule 7A; guaranteed payment of the Member s pension for a specified period in accordance with section (1) of Rule 7B or Annuity Protection Lump Sum Death Benefit in accordance with section (2) of Rule 7B. PAGE 24 OF 44

(2) Where part of a Fund is to be applied to secure a pension the Trustees shall secure that pension by purchasing a Lifetime Annuity from the Insurer on such terms that meet the conditions set out in paragraph 3 of Schedule 28 to the Finance Act 2004: Provided that (i) (ii) if the Member so directs the annuity shall be purchased from an Insurer of the Member's choice; but the Trustees shall not be bound to comply with the Member's direction unless it relates to (and the chosen Insurer is willing to accept) all the annuities to be purchased under this Rule on the application of the Fund; if the Member requests, the Trustees may agree to provide the pension by means of a Scheme Pension and, where the Trustees so agree, the Trustees shall secure that pension by purchasing an annuity from the Insurer on such terms that meet the conditions set out in paragraph 2 of Schedule 28 to the Finance Act 2004; (iii) if the Member requests and the Insurer agrees, the Trustees may leave the appropriate part of the Fund invested with the Insurer as an Unsecured Pension Fund that is available for the payment of Unsecured Pensions and, on and after the Member s 75th birthday, as an Alternatively Secured Pension Fund that is available for the payment of Alternatively Secured Pensions, until the Member directs the Trustees to secure a pension in terms of this section. (3) If a Member who retires from the Service with the consent of his Employer before Normal Retirement Date but on or after the Normal Minimum Pension Age, or who retires at any time before Normal Retirement Date on account of Incapacity, informs the Trustees that he wishes his retirement benefits to become payable on his retirement, the Trustees shall arrange for the Fund to be applied in the same manner as in section (1) of this Rule: Provided that his benefits shall not be paid on account of Incapacity until the Trustees have received satisfactory evidence of the Incapacity from a registered medical practitioner. PAGE 25 OF 44

(4) Where a Member remains in the Service after his Normal Retirement Date, he may direct the Trustees to apply the Fund in the same manner as in section (1) of this Rule (as though he was retiring at his Normal Retirement Date) or direct the Trustees to leave the Fund invested with the Insurer until the date he requests his benefits to commence to be paid and, on that date, the Trustees shall apply the Fund in the same manner as in section (1) of this Rule: Provided that if, by the Member s 75th birthday, the Trustees have not applied the Fund then the Trustees shall, subject to section (5) of this Rule, (i) (ii) apply such part of the Fund as it requires to pay any Lifetime Allowance Charge; and hold the remaining Fund as an Alternatively Secured Pension Fund until the Member directs the Trustees to secure a pension in terms of section (2) of this Rule. PAGE 26 OF 44