THE RULES OF THE SUN LIFE ASSURANCE COMPANY OF CANADA 1988 UK AND IRISH EMPLOYEE BENEFITS SCHEME

THE RULES OF THE SUN LIFE ASSURANCE COMPANY OF CANADA 1988 UK AND IRISH EMPLOYEE BENEFITS SCHEME 29 Ludgate Hill London EC4M 7NX Tel: 020 7329 6699 Fax: 020 7248 0552 528879_1.DOC

THE RULES OF THE SUN LIFE ASSURANCE COMPANY OF CANADA 1988 UK AND IRISH EMPLOYEE BENEFITS SCHEME SECTION I GENERAL RULES CONTENTS RULE PAGE RULE 1 INTERPRETATION, GOVERNING LAW AND DEFINITIONS 1.1 Application 1 1.2 Sections 1 1.3 Interpretation 1 1.4 Governing law 1 1.5 Definitions 1 RULE 2 PAYMENT OF BENEFITS 2.1 Payment of benefits 11 2.2 Incapable beneficiaries 11 2.3 Funeral expenses 12 2.4 "Discretionary trusts 12 2.5 Benefits not assignable 13 2.6 Lien 14 2.7 Ancillary to rules 2.5 and 2.6 15 2.8 Tax 15 2.9 Benefits not claimed 16 2.10 Overpayment of benefits 16 2.11 Production of information 16 2.12 No claims except in accordance with scheme 16 2.13 Moneys payable in other currencies 16 2.14 Review of incapacity pensions 17 2.15 Suspension 17 RULE 3 NON-STANDARD BENEFITS 3.1 Transfers-in 18 3.2 Part-time employment 19 3.3 Family leave 19 3.4 Other absences 20 3.5 Augmentation and provision of new benefits 21 3.6 Divorce - pension sharing 21 3.7 Equal treatment rule 21 3.8 Additional Voluntary Contributions (AVCs) 22 3.9 Method of collecting AVCs 23 3.10 Preservation Requirements 24 3.11 Membership on special terms 24

RULE 4 TRANSFERS OUT AND BUY- OUTS 4.1 Members' statutory rights 25 4.2 Transfer out 25 RULE 5 TRUSTEES - APPOINTMENT AND CONDUCT 5.1 Appointment and removal of trustees 27 5.2 Trustees' meetings and resolutions 27 5.3 Records of trustees' proceedings 28 5.4 Exercise of discretions by trustees or the principal employer 29 5.5 Protection of persons dealing with trustees 29 5.6 Professional advice 30 5.7 Gifts 30 RULE 6 TRUSTEES LIABILITY 6.1 Exoneration 31 6.2 Indemnities 31 6.3 Protection of trustees 31 6.4 Trustees power to insure 32 6.5 Borrowing 32 RULE 7 ADMINISTRATIVE PROVISIONS 7.1 Administration and management of scheme 33 7.2 Expenses of administration and investment 33 7.3 Determination of questions by trustees 34 7.4 Trustees powers as to evidence 34 7.5 Claims and legal proceedings 34 7.6 Resolution of disputes 35 7.7 Delegation 35 7.8 Registered scheme 35 7.9 Disclosure 35 7.10 Notices 35 7.11 Bank Accounts 35 RULE 8 ACTUARIAL INVESTIGATION, AUDIT AND ACCOUNTS 8.1 Appointment of actuary and auditor 37 8.2 Actuarial investigation 37 8.3 Surplus 38 8.4 Records and audit 38 RULE 9 PARTICIPATING EMPLOYERS 9.1 Becoming a participating employer 40 9.2 Participating employers' contributions 40 9.3 Participating employers' duties 40 9.4 Ceasing to be a participating employer 40 9.5 Members' benefits when participation of employer ceases 41 9.6 Replacement of principal employer 41

RULE 10 CLOSING AND WINDING-UP 10.1 Closure to new entrants 42 10.2 Termination events 42 10.3 Effects of termination 43 10.4 Deferral of winding-up 44 10.5 Winding-up 44 10.6 Surplus on winding-up 44 10.7 Funding deficiency on winding-up 45 10.8 Methods of securing benefits 45 RULE 11 POWER OF ALTERATION 46 RULE 12 PENSIONS ON DIVORCE 12.1 Pensions on divorce 47 12.2 Earmarking orders 48 12.3 Pension sharing - implementing a pension sharing order 48 12.4 Pension sharing - ex-spouse participants 49 12.5 Pension sharing - impact on members 50 12.6 Pension sharing - death of an ex-spouse before pension 51 sharing order is implemented 12.7 Pension sharing - safeguarded rights 51 12.8 Pension sharing - charging 51

SECTION II MONEY PURCHASE SECTION CONTENTS RULE RULE 1 INTERPRETATION PAGE 52 RULE 2 MEMBERSHIP 2.1 2.2 2.3 Eligibility for admission Terms of admission Compulsory cessation of active membership 2.4 Opting-out 54 2.5 Life Assurance Members 54 2.6 Re-admission of a deferred pensioner or pensioner 55 53 53 53 RULE 3 CONTRIBUTIONS 3.1 Members contributions 56 3.2 Employers' contributions 56 RULE 4 MEMBERS' PENSION ACCOUNT AND INVESTMENT 4.1 General 57 4.2 Member s Balance 57 4.3 Scheme Limits 58 4.4 Adjustment of Member s Balances 58 4.5 Investment of contributions 58 RULE 5 BENEFITS ON RETIREMENT 5.1 Benefits on retirement 60 5.2 Normal retirement 60 5.3 Early retirement 60 5.4 Late retirement 61 5.5 Deferred pension 61 5.6 Incapacity pension 61 5.7 Commutation 62 RULE 6 STANDARD DEATH BENEFITS 6.1 Death in Service 64 6.2 Death in deferment 64 6.3 Limitation of pension 65 SCHEDULE A FIELD MEMBERS 66 SCHEDULE B VERTEX MEMBERS 68

SECTION III FINAL SALARY SECTION CONTENTS RULE RULE 1 INTERPRETATION PAGE 69 RULE 2 MEMBERSHIP 2.1 Eligibility for admission 70 2.2 Compulsory cessation of Active Membership 70 2.3 Opting-out 70 2.4 Re-admission of a deferred pensioner or pensioner 71 2.5 Switching category of membership 71 RULE 3 CONTRIBUTIONS 3.1 Members contributions 72 3.2 Employers' contributions 72 3.3 Schedule of contributions 72 RULE 4 SCALE BENEFITS ON RETIREMENT 4.1 "Scale Pension" 73 4.2 Normal retirement 73 4.3 Early retirement 73 4.4 Late retirement 74 4.5 Deferred pension 74 4.6 Incapacity pension 75 4.7 Contracting-out requirements and Scheme limits 75 4.8 Commutation 76 4.9 Option to surrender pension for dependant's pension 77 RULE 5 STANDARD DEATH BENEFITS 5.1 Death in Service 79 5.2 Death in retirement 80 5.3 Death in deferment 80 5.4 Contracting-out requirements and Scheme limits 80 5.5 Limitation of pension 81 RULE 6 INCREASE OF PENSIONS 82 SCHEDULE A CLIC STAFF MEMBERS 84 SCHEDULE B CLIC FIELD MEMBERS 88

SECTION I GENERAL RULES RULE 1 APPLICATION, SECTIONS, INTERPRETATION, GOVERNING LAW AND DEFINITIONS 1.1 APPLICATION These General Rules apply with effect from the date that the Rules are adopted unless specified otherwise. 1.2 SECTIONS 1.2.1 There are three Sections to the Rules namely, the General Rules (Section I), the Money Purchase Section (Section II) and the Final Salary Section (Section III). 1.2.2 The General Rules contained in Section I shall apply to all Members of the Scheme except where the rules of Sections II or III exclude any one or more of them. The rules contained in Section II shall apply only to Members of the Money Purchase Section and the rules contained in Section III shall only apply to Members of the Final Salary Section. 1.3 INTERPRETATION 1.3.1 In the context of the Rules (unless inconsistent with the subject-matter or context): (c) (d) the masculine includes the feminine (other than the words "male" and "female") and the singular includes the plural and vice versa; references to legislation enacted in the United Kingdom, but which does not extend to Northern Ireland, include any corresponding legislation in force in Northern Ireland; references to any legislation or any provision of it include references to any subordinate legislation made under it; references to any legislation or any provision of it include references to any previous legislation or provision relating to the same subject-matter or to any modification or re-enactment of it for the time being in force. References to any subordinate legislation or any provision shall be similarly construed; 1.3.2 The headings shall not affect construction or interpretation. 1.4 GOVERNING LAW The Rules shall be construed in accordance with English law. The Scheme and its administration shall be governed by English law. 1.5 DEFINITIONS In the interpretation of all Sections, unless the context requires otherwise, the following expressions have the following meanings: "Absence" means absence from work whilst still in Service, except on normal holiday leave or Family Leave. "Absent" has a corresponding meaning. 1

"Active Member" means a Member who has joined the Scheme and who has not yet: left Service (or opted-out or been treated as having left Service under the Rules); or become a Pensioner. "Active Membership" means membership as an Active Member. Active Membership will cease in the circumstances set out in Rule 2.3 of Part II and Rule 2.2 of Part III (Compulsory Cessation of Active Membership). "Adoption Leave" means absence authorised by or pursuant to the terms of Chapter IA of Part VIII of the Employment Rights Act 1996 and any extension of those terms allowed by the Employer. "Associated Employer" means: any body corporate which is for the time being deemed to be a subsidiary or holding company of the Principal Employer or a subsidiary of any such holding company under section 736 of the Companies Act 1985; or any other individual, body corporate or partnership which may be admitted to participation in the Scheme without prejudicing the scheme s status as a Registered Scheme. "AVC Account" means in relation to a Member, that notional part of the assets of the scheme that represents the aggregate of the net values of those Investment Accounts derived from his AVCs (if any) and the investment returns on such AVCs, as determined by the Trustees. "Average Pensionable Earnings" means at any date of calculation the highest annual average of a Member s Pensionable Salary in any 36 consecutive months in the last ten years of Pensionable Service before Average Pensionable Earnings are to be determined; Provided that: (i) (ii) if a Member has less than ten consecutive years of Pensionable Service, the calculation above will be the average of a Member s Pensionable Salary over the actual number of years Pensionable Service. if a Member has less than three consecutive years of Pensionable Service, then the calculation above will be the average of the Member s Pensionable Salary at any date of calculation during his or her actual period of Pensionable Service; (iii) if a Member s Pensionable Service includes Part-time Employment this definition is modified as set out in Rule 3.2 of Section I; and (iv) in cases of Family Leave, Parental Leave or Absence, Rules 3.3 or 3.4 of Section I may modify this definition. "Beneficiary" means in relation to a deceased Member the Qualifying Spouse, the grandparents of the deceased or any descendants of said grandparents or the 2

grandparents of the Qualifying Spouse or any of their descendants including any legally adopted children and step children of the deceased or of his or her Qualifying Spouse: the term Beneficiary shall also include: any individual or organisation nominated in the Member s will; any individual or organisation whose name and particulars have been submitted in writing by the Member and received by the Trustees; (c) any person who, although not fitting the definition of spouse by common repute, by the laws of another country, or by shared parentage of a child who has lived in the same household as the Member and has been accepted as having the equivalent status of a spouse subject in all cases and at all times to the express absolute discretion of the Trustees; (d) any person who was or were in the opinion of the Trustees wholly or partly dependant on the Member for the ordinary necessities of life. The Trustees, in deciding who is or are to be Beneficiaries, shall have regard to the Member s wishes where previously expressed but, in any event, shall in their absolute discretion decide who shall be the Beneficiary and in what proportion benefits will allocated between Beneficiaries. "Cessation Expenses" means such sum, if the Debt Event is an Employment Cessation Event, as the Trustees determine are required to cover the expenses of the employer debt. "Civil Partner" means the person who is in a registered civil partnership with a Member under the Civil Partnership Act 2004 or who is treated as being one under that Act. "CLIC Field Final Salary Section" means the final salary section of the Scheme for CLIC Field Members whose rules are set out in Section III, Schedule B. "CLIC Field Member" means a former field member of the Confederation Life Scheme who became a Member of the Scheme. "CLIC Staff Final Salary Section" means the final salary section of the Scheme for CLIC Staff Members whose rules are set out in Section III, Schedule A. "CLIC Staff Member" means a former staff member of the Confederation Life Scheme who became a Member of the Scheme. "Confederation Life Cap" means the amount determined from time to time by the Principal Employer that a CLIC Field Member s or CLIC Staff Member s Pensionable Salary may not exceed. "Debt Event" means: (c) Employment Cessation Event; Insolvency Event; or Termination Event. 3

"Deferred Pensioner" means a Member who has left Service (or has opted-out of the Scheme or is treated as having left Service under the Rules) and is entitled to a pension not yet in payment, under the Scheme. "Deferred Pensioner s Revalued Pension" means the annual amount of the deferred pension to which the Deferred Pensioner was entitled at the date of leaving Pensionable Service, revalued in line with Rule 6.1.4 to the date of death. "Dependant" means a person who satisfies the following conditions: the Trustees are satisfied that the person was: i. financially dependant on the Member; or ii. in a relationship of mutual dependence with the Member; or iii. dependant on the Member because of physical or mental impairment; at the date of the Member s death; or is a Qualifying Child. "Disclosure Requirements" means the requirements as to disclosure of information about the Scheme and the form of that information contained in sections 113 and 113A of PSA 1993, section 41 of PA 1995, the Occupational Pension Schemes (Disclosure of Information) Regulations 1996 and section 251 of FA 2004. "Discretionary Trusts" has the meaning given in Rule 2.4 of Section I. "Early Retirement Discount" means the reduction in a Scale Pension to take account of its starting before age 60. The reduction will be: 6% of the Scale Pension per annum for each whole month early prior to 60 for CLIC Staff Members and CLIC Field Members; 4% of the Scale Pension per annum for each whole month early prior to age 60 for all other Members of the Final Salary Section; or such other rate as is certified reasonable by the Actuary. The reduction is subject to the Preservation Requirements and the Trustees must be reasonably satisfied that the reduced pension s capital value is at least equal to what the unreduced pension s capital would have been had the latter started on the day after Normal Pension Age. "Earnings Cap" means for the Tax Years up to and including the Tax Year 2005/6, has the meaning ascribed to it by section 590C(2) of the Taxes Act; for Tax Years after the Tax year 2005/6, means: the figure that would have been arrived at if section 590C(2) of the Taxes Act had remained in force on or after 6 April 2006 and the Treasury had made the orders required by that section, as it had effect immediately before the repeal, in respect of each Tax Year after 2005/6. 4

"Employee" means a person employed by a Participating Employer who is not (unless the Principal Employer determines otherwise) a member of any other retirement benefits schemes of the Participating Employers which is a Registered Scheme or which or which it is intended to register under Chapter 2 of Part 4 of FA 2004. "Employer" means, at any given time, that one or more of the Participating Employers in whose Service a Member is or last was. "Employment Cessation Event" occurs in relation to a Participating Employer if, in the opinion of the Trustees, that Participating Employer ceases to be an Employer employing persons in the description of employment to which the Scheme relates at a time when at least one other person continues to employ such persons. "Excess" means the part of a Member s Average Pensionable Earnings that exceeds the average of the Upper Earnings Limit in force over the same period as that over which Average Pensionable Earnings is calculated. "FA 2004" means the Finance Act 2004. "Family Leave" has the meaning given in Rule 3.3. "Field Employee" means sales consultants and salaried field representatives employed by the Principal Employer. "Field Member" means a Member who at any time given was a Field Employee or was last in Service as a Field Employee. "Final Salary Section" means the final salary section of the Scheme whose rules are set out in Section III. "Former Vertex Member" means a Member who is a former employee of Vertex Life and Pensions Limited whose contract of employment transferred to Sun Life Assurance Company of Canada (UK) Limited on 1 May 2007. "Full-time Hours" is the number of hours during a standard working week for which the Member would be contracted to work for the Participating Employer if employed on a full-time basis. "Fund" means the assets from time to time held by the Trustees on the trusts of the Scheme. "HMRC" means the Board of HM Revenue and Customs. "IDR Referee means such person appointed from time to time under Rule 7.6 by the Trustees for the purpose of the IDR Procedures to give decisions on disagreements in accordance with Section 50(2) of PA 1995. "Incapacity" means physical or mental incapacity which in the Trustees opinion prevents a Member from following his or her normal occupation or seriously impairs his or her earning capacity. "Incapacity Pension" means a pension paid under Rule 5.6 of Section II or Rule 4.6 of Section III. 5

"Index" means the Government index of retail prices for all items, or such other published index which the Trustees and the Principal Employer may agree will be the index instead. "Insolvency Event" has the meaning given in section 121 of PA 2004. "Investment Account" means in relation to a Member the separate notional investment funds maintained within his total Pension Account. "Life Assurance Earnings" means a Member s annual rate of basic pay at the date of his death. "Life Assurance Member" means a Member in respect of whom contributions are being made to the Scheme for the provision only of benefits on his death in Service under Rule 2.5.1 of Section II Life Assurance Membership shall be construed accordingly. "Lifetime Allowance" has the meaning given under section 218 of FA 2004. For the avoidance of doubt the Lifetime Allowance shall take account of any Lifetime Allowance Enhancement Factor which operates in respect of the Member. "Lifetime Allowance Charge" has the meaning given under section 214 of FA 2004. "Lifetime Allowance Enhancement Factor" means any of the factors the operation of which is provided for in the provisions listed in section 218(5) of FA 2004. "Limited Price Indexation" means annual increases by the appropriate percentage as defined in section 54(3) of PA 95. "Maternity Leave" means absence authorised by or pursuant to the terms of Chapter I of Part VIII of the Employment Rights Act 1996 and any extension of those terms allowed by the Employer. "Member" means a person who has been admitted to the membership of the Scheme and remains entitled or prospectively entitled to benefits from the Scheme by virtue of that membership. Unless the context otherwise requires, references to a Member includes references to a Deferred Pensioner or Pensioner. "Membership" has a corresponding meaning. "Member s Balance" means, in relation to a Member, the amount from time to time standing to the credit of his or her Pension Account as determined by the Trustees in accordance with Rule 4.2 of Section II. "Money Purchase Section" means the money purchase section of the Scheme whose rules are set out in Section II of the Scheme. "Nominated Dependant" means such person nominated by the Member and accepted by the Trustees as being either the Member s widow or widower, Qualifying Child or dependant on the Member to the extent required (in the opinion of the Trustees) by the HMRC for the continued approval of the Scheme. The Trustees acceptance of a notice or surrender under Rule 4.10 is evidence of the Trustees acceptance of the person named in it as the Member s Nominated Dependant. 6

"Normal Pension Age" means the date of the Member s 62 nd birthday for a Staff Member who was or became an Active Member of the Scheme on or after 6 April 1997; or such other date (not prejudicing the Scheme's status as a Registered Scheme) notified to the Trustees by the Principal Employer to be the Normal Pension Age in relation to a Member or category of Members. "Ordinary Family Leave" means absence referred to as "ordinary" under Part VIII of the Employment Rights Act 1996 or any period of Adoption Leave and Paternity Leave authorised under the Employment Rights Act 1996. "PA 1995" means the Pensions Act 1995. "PA 2004" means the Pensions Act 2004. "Parental Leave" means absence authorised by or pursuant to the terms of Chapter II of Part VIII of the Employment Rights Act 1996 and any extension of those terms allowed by the Employer. "Participating Employers" means: the Principal Employer; and any employer (other than the Principal Employer) who is admitted to participate in the scheme. "Part-time Employment" means, in relation to an Employee, employment by an Employer which is notified to the Trustees by the Principal Employer as part-time employment. "Part-time Hours" is the minimum number of hours during a standard working week for which the Member is contracted to work for a Participating Employer. "Paternity Leave" means absence authorised by or pursuant to the terms of Chapter III of Part VIII of the Employment Rights Act 1996 and any extension of those terms allowed by the Employer. "Pensionable Salary" means the remuneration of Employees limited so as to provide for earnings no greater than those fitting the categories of Employees as described within this definition, or as further modified by the Principal Employer and notified from time to time by the Employer to the Trustees and the Members as follows: The amount of Pensionable Salary is restricted to the Earnings Cap for those Members of the Scheme who joined the scheme after 1 June 1989. Contracted basic annual salary, which shall not be deemed to include: inner-london and outer-london pay weighting additions; territorial or special allowances; (c) market adjustments; 7

(d) specific individual bonuses; (e) bonuses payable to the generality of Employees; (f) overtime; (g) commission; (h) any Employer gift; (i) staff incentive allowances; (j) any payment in kind valuation on any staff benefit, subsidy or non-contractual hours; (k) car allowances; (l) mortgage subsidies. "Pensionable Service" means: A Member s last or only continuous period of Service as an Active Member; and Any additional period of Service aggregated under the Rules. "Pension Account" means in respect of a Member, an account maintained for him or her by the Trustees recording the Member s Balance from time to time. "Pensioner" means a Member being paid a pension under the Scheme by virtue of his or her own Membership. "Pensions Regulator" means the Regulator established under Part I of PA 2004. "Period of Part-time Employment" means a period of Pensionable Service during which the proportion of Part-time hours to Full-time hours remains the same. "Preservation Requirements" has the meaning given in section 69 of PSA 1993. "Principal Employer" means Sun Life Assurance Company of Canada or a body which is substituted for it in accordance with Rule 9.6. "Protected Person" includes: any Trustee; any director, officer or other employee of a body corporate which is a Trustee of the Scheme; and a former Trustee (including a person within or above) in respect if his or her period of office as a Trustee. It does not include a person who holds himself or herself out as being in the business of providing a professional trustee service to pension schemes. "PSA 1993" means the Pension Schemes Act 1993. 8

"Qualifying Child" means a person who is: (c) (d) under age 18 or 18 or over but under age 23 and in the opinion of the Trustees in full-time education; or of any age and was at the date of the Member s death dependant on the Member because of physical or mental impairment. The Trustees have a discretion to pay or continue to class such a person as a Qualifying Child for so long as they determine; and born on or before the date of death of the Member; and the Member s natural child or step child, or has been legally adopted by the Member or the Trustees agree to accept as a Qualifying Child. A child born to the Qualifying Spouse of a Member who was conceived before the Member s death may, at the sole discretion of the Trustees, be treated by the Trustees as the Member s Qualifying Child. "Qualifying Overseas Scheme" means a recognised overseas pension scheme as defined in section 150(8) of FA 2004. "Qualifying Service" means "pensionable service" as defined for the purposes of the Preservation Requirements and any period which, following a transfer-in, is "linked qualifying service" under section 179 of the PSA 1993. "Qualifying Spouse" means a Member s legal spouse or Civil Partner at the date of the Member s death. In the event of any disputes as to the identity of a Qualifying Spouse in any particular case, there shall be deemed at the Trustees absolute discretion to be no such Qualifying Spouse, unless and until the Department of Work & Pensions designates an individual as a notional or actual state beneficiary in which case such an individual shall be designated as the Qualifying Spouse. Where there is no legal spouse or Civil Partner a person (of either sex) may be deemed to be the Qualifying Spouse for the purpose of the Scheme in the following circumstances: where the person is the sole partner of the Member having shared the same roof as the Member for a period of two years or such lesser period as the Trustees shall in their absolute discretion determine having particular regard to hardship or any children resulting from the relationship; a partner shall not be deemed to be a Qualifying Spouse unless in the opinion of the Trustees, such partner shall have been immediately prior to the death of the Member clearly financially interdependent with the Member. "Receiving Scheme" means: another Registered Scheme; or a Qualifying Overseas Scheme. "Registered Scheme" has the meaning given by section 150(2) of FA 2004. References to a scheme s status as a Registered Scheme being prejudiced shall include any actor omission which would or might, whether alone or in conjunction with other acts or omissions, lead directly or indirectly to the scheme ceasing to be a Registered Scheme. 9

"Scheme" means the Sun Life Assurance Company of Canada 1988 UK and Irish Employee Benefits Scheme. "Scheme Maximum" means the limitations on Members' contributions and Scheme benefits set out in Appendix 1. "Scheme Year" means an inclusive calendar year. "Service" means continuous service as an Employee. "Short Service Benefit" has the meaning given in section 71(2) of PSA 1993. A Member is entitled to Short Service Benefit if he or she satisfies the requirements of section 71(1) of that Act. "Staff Employee" means an Employee of a Participating Employer who is not a Field Employee. "Staff Member" means a Staff Employee who is a member of the Final Salary Section or Money Purchase Section. "State Pension Age" means pensionable age for the purposes of the Pensions Schemes Act 1993 and other social security legislation. "Tax Year" means the year of assessment from time to time applicable under section 832 of Taxes Act. "Taxes Act" means the Income and Corporation Taxes Act 1998. "Termination Event" has the meaning given in Rule 10.2. "Transfer Credits" has the meaning given in section 181 of PSA 1993. "Trustees" means the trustees or trustee for the time being of the Scheme and reference to a Trustee includes reference to: a person who is one of the Trustees; and to an individual who is a director or officer of a body corporate that is the sole Trustee of the Scheme or one of the Trustees. "Trustees Regulations" means the regulations relating to the conduct of business of the Trustees from time to time issued by the Principal Employer or the Trustees with the written agreement of the Principal Employer. "Unauthorised Payment" has the meaning given in section 160(5) of the Finance Act 2004. "Upper Earnings Limit" means the upper earnings limit from time to time specified for the purposes of Section 5 of the Social Security Contributions and Benefits Act 1992. 10

RULE 2 PAYMENT OF BENEFITS Summary Payment of benefits (Rule 2.1) Incapable Beneficiaries (Rule 2.2) Discretionary trusts (Rule 2.4) Benefits not assignable (Rule 2.5) Lien (Rule 2.6) Review of incapacity pensions (Rule 2.14) 2.1 PAYMENT OF BENEFITS 2.1.1 Unless the Trustees decide otherwise either generally or in an individual case, each pension under the Scheme is payable by equal monthly instalments in advance on such regular payment day as the Trustees determine and for life, except that: (c) (d) the first instalment will be paid at the first available regular payment date for the period from the date the pension starts to the first available regular payment date; the last instalment will be paid in full and not apportioned; small pensions, as decided by the Trustees, may be paid at longer intervals (including annually); and a Qualifying Children s pension payable to a Qualifying Child is recalculated on a change in the number of Qualifying Children and will stop if the child no longer falls within the definition of "Qualifying Child". 2.1.2 The Trustees may make any arrangements they think fit to facilitate the calculation of benefits and may round instalments of pension or other benefits to avoid fractional amounts. 2.1.3 Each monthly payment of pension under the Scheme (other than the first) shall be payable by direct crediting arrangements to a bank or building society account nominated by and into in the name of the Member on such date as to ensure that an effective payment is made by the first working day of the following month. 2.2 INCAPABLE BENEFICIARIES 2.2.1 The Trustees may pay a Qualifying Child's pension directly to the Qualifying Child or in accordance with 2.2.2 below. 2.2.2 If the Trustees consider that a Qualifying Child or other beneficiary is incapable of acting (because of the individual's minority, mental disorder, illness or otherwise) they may: exercise any option or give any notice under the Rules on behalf of the individual; 11

(c) apply, for his or her benefit, the pension or other benefit due to the individual or pay it to some other person, body corporate or institution for that person, body corporate or institution to apply for the individual's benefit. The receipt of the other person, body corporate or institution will be a full discharge to the Trustees, who may (but need not) oversee the application of the payment. Any such payment to some other person, body corporate or institution under this sub-clause is subject to a maximum of 5,000; declare in respect of any benefit payable under the Scheme or any part thereof such trusts, terms and limitations including such provisions for maintenance, education or advancement or for accumulation of any income during a minority and including such discretionary trusts and powers as they shall from time to time by deed revocable or irrevocable appoint. The Trustees may, for the purposes of this Rule, accept as conclusive evidence a qualified medical practitioner's certificate regarding an individual's mental or physical capacity. 2.2.3 The receipt of a minor over the age of 16 shall be a good discharge to the Trustees for any payment which they may in their discretion make to the minor direct. 2.3 FUNERAL EXPENSES If any person has paid the funeral expenses of a deceased Member, the Trustees may deduct an amount equal to the funeral expenses paid from any lump sum payable on the death of that Member and pay that amount to the person who has paid the funeral expenses. 2.4 "DISCRETIONARY TRUSTS" 2.4.1 Any cash sum expressed to be held on the Discretionary Trusts, following the death of a Member, will be held by the Trustees with power to pay or apply the sum to or for the benefit of any one or more of the deceased's Beneficiaries (to be exercised, if at all, before the end of the period of two years beginning with the earlier of the day on which the Trustees first knew of the Member's death and the day on which the Trustees could first reasonably have been expected to have known of it). 2.4.2 In exercise of the power under 2.4.1 above, the Trustees may: pay the cash sum (or a part of it) to the trustees of another trust; or establish a separate trust (in which event the costs incurred may be deducted from the cash sum) containing such provisions as the Trustees may decide; to hold the cash sum or any part of it upon trust for the benefit of such one or more of the Beneficiaries as the Trustees may decide. 2.4.3 In exercising any power or discretion under this Rule, the Trustees are not required to enquire or take into consideration any potential beneficiary other than one whose existence and claims to be considered are expressly brought to the Trustees notice before the power or discretion, as the case may be, is exercised. 2.4.4 If and to the extent that the Trustees do not exercise their power under 2.4.1 above, they will pay the whole of the cash sum (or the remaining part of it if part has been 12

paid) to the deceased s legal personal representatives to be held by them as an accretion to the deceased s residuary estate for all purposes unless: such payment would result in the Crown, the Duchy of Lancaster or the Duchy of Cornwall, for the time being, receiving the payment; or the deceased has no legal personal representatives; in which case the Trustees will hold the cash sum (or remaining part of it) on the trusts of the Scheme as an accretion to the Fund for the general purposes of the Scheme. 2.4.5 Sections 31 and 32 of the Trustee Act 1925 will be deemed to apply to any trusts under this Rule, subject to the following: section 31 will apply as if "the Trustees may think fit" had replaced "may in all the circumstances be reasonable" in paragraph (i) of sub-section (1) and the proviso at the end of sub-section (1) had been omitted; section 32 will apply as if paragraph of the proviso to sub-section (1) had been omitted. 2.4.6 Any income or other return accruing in respect of a cash sum death benefit during the period from the date of the Member s death to the date on which the sum is paid or applied shall be held on the trusts of the Scheme as an accretion to the Fund unless the Trustees decide otherwise. 2.4.7 In exercising their discretion under this Rule, the Trustees shall have regard to any written expression of wish as to his or her preferred Beneficiary or Beneficiaries made by the Member' and shall make such enquiries as they consider reasonable and appropriate. They may make provisional or interim payments as they consideration appropriate in order to alleviate hardship. They will endeavour to make an interim payment within one month, and balancing payments within three months of the Member's death. 2.5 BENEFITS NOT ASSIGNABLE 2.5.1 If: a Beneficiary attempts to assign or charge his or her entitlement or prospective entitlement under the Scheme, or if an event occurs by which the entitlement or prospective entitlement would (but for this Rule) become payable to some other person, including in either case a transaction or purported transaction made ineffective by section 91 of PA 1995; or a bankruptcy order against the Beneficiary was made on a petition presented on or before 29 May 2000; the Beneficiary s entitlement or prospective entitlement under the Scheme will cease to be payable. The Trustees may pay or apply from time to time (in such proportions as they decide) an amount equivalent to the entitlement or prospective entitlement to or for the benefit of: (i) the Beneficiary; 13

(ii) (iii) his or her Qualifying Spouse, children or remoter issue, or such person s Dependant; any person financially dependent on or interdependent with the Beneficiary. 2.5.2 Notwithstanding 2.5.1 above: (c) no payment will be made to an assignee or chargee by virtue of the attempted assignment or charge; the cessation of payment of the benefit will, in determining entitlement to or the amount of any other pension, be treated as not having occurred; if, in the opinion of the Trustees, the Beneficiary's entitlement or prospective entitlement is subject to a lien under Rule 2.6 below at the time the Beneficiary attempts to assign or charge that entitlement or prospective entitlement, nothing in 2.5.1 above will affect the validity of that lien. 2.5.3 This Rule shall take effect subject to sections 91 and 94 of PA 1995 to the extent that they may be in force from time to time. 2.6 LIEN 2.6.1 If as a result of: a criminal, negligent or fraudulent act by, or omission of, the Member; or a result of a payment made in error in respect of his or her pension he or she (or his or her estate) is under a monetary obligation to the Employer or the Scheme, the beneficial interest under the Scheme of the Member, will stand charged with the payment of that sum. 2.6.2 The amount of the sum charged under 2.6.1 above shall be limited to the lesser of: the value as determined by the Actuary of the Member's beneficial interest under the Scheme (excluding Transfer Credits other than Prescribed Transfer Credits); and (i) in respect of 2.6.1 above, the amount notified to the Trustees by the Employer; or (ii) in respect of 2.6.1 above, the amount determined by the Trustees. 2.6.3 A charge under this Rule: shall not have effect if it would infringe or operate otherwise than in accordance with the Preservation Requirements;: shall not be exercised unless: (i) the Member has been notified in writing of the amount recoverable and its effect on his or her entitlement or prospective entitlement under the Scheme; and 14

(ii) if the Member disputes it, the liability has become enforceable under a court order or the award of an arbitrator provided that the payment of any benefits from the Scheme to or in respect of the Member shall be suspended pending the outcome of any such order or award. 2.6.4 In any case where the charge is exercised by the Employer in accordance with this Rule, the benefits payable to or in respect of the Member under the Scheme shall be reduced in such manner as the Trustees on the advice of the Actuary determine is appropriate. 2.6.5 The Employer's receipt shall be a good discharge to the Trustees for any payment up to the amount notified to them under 2.6.2 (i) above. Any Employer to which a payment is made under this Rule 2.6 will indemnify the Trustees against all actions, claims, demands and expenses arising directly or indirectly in consequences of such payment. 2.6.6 A charge or reduction of benefits under this Rule shall not have effect as an event giving rise to the termination of any interest under Rule 2.5 (benefits not assignable) and in relation to that Rule shall be deemed not to have occurred. 2.6.7 This Rule shall take effect subject to sections 91 and 94 of PA 1995 to the extent that they may be in force from time to time. 2.6.8 The Member shall be entitled to a certificate showing the amount paid over to the Employer or to the Scheme and the effect on his or her entitlement or prospective entitlement under the Scheme. 2.7 ANCILLARY TO RULES 2.5 AND 2.6 2.8 TAX Rules 2.5 and 2.6 do not prevent the Trustees from giving effect to a direction by a person entitled to benefits under the Scheme (other than a lump sum arising on death) that all or any part of the benefits be paid (as specified in the direction) to any of the Participating Employers (whose receipt or receipts will be a complete discharge for the amount so paid). 2.8.1 The Trustees may deduct from any payment under the Scheme a sum not exceeding the amount of any tax which is or may be payable by them in respect or in consequence of that payment or any other payment in respect of the Beneficiary concerned including (but not limited to) any charge arising under Chapter 5 of Part 4 of FA 2004. 2.8.2 If any liability for inheritance tax or any other fiscal imposition arises in respect of any benefit under the Scheme, the Trustees may apply the benefit or any other benefit in respect of the beneficiary concerned in whole or in part in the payment of such tax (including any interest due) and deduct the amount so paid from the benefit or postpone the payment of the benefit until the liability has been met or provision made for it to their satisfaction. However, no such application, deduction or postponement shall be made in respect of any charge arising under Sections 239 (scheme sanction charge) or 242 (de-registration charge) of FA 2004. 2.8.3 If the Trustees have delayed payment of a Member s pension under 2.11 below and the Member reaches age 75 without the pension having come into payment, and the Trustees are unable to verify the amount of Lifetime Allowance remaining available 15

to the Member, the Trustees may reduce the Member's prospective entitlement to benefits under the Scheme, determined as if the whole of his or her benefits were chargeable to a Lifetime Allowance Charge, and will then account to HMRC for the tax due as if the Member had no Lifetime Allowance available. 2.9 BENEFITS NOT CLAIMED 2.9.1 An instalment of pension or the payment of any other benefit ceases to be payable 6 years after it has fallen due, if the reason for its non-payment is the failure of any person to make any claim and the lack of any knowledge by the Trustees of the existence or continued existence or whereabouts of any person or of any relevant fact. 2.9.2 The provisions of 2.9.1 above are without prejudice to the right of the Trustees to pay any such instalment or benefit, or any part of it, if they think fit to do so. No interest will be added on any such payment, unless the Trustees decide otherwise. 2.10 OVERPAYMENT OF BENEFITS In the event that any amount is for any reason whatsoever paid to a beneficiary under the Scheme in excess of that to which he is entitled, the amount so overpaid shall, if the Trustees so direct, be deducted from any subsequent payments thereafter due to that beneficiary or thereafter due or payable to any other beneficiary who derives his entitlement to a benefit or benefits under the Scheme from the same beneficiary. The Trustees shall not be required to seek recovery of any amount overpaid or wrongly paid if it would not be reasonably practicable to do so or the amount likely to be recovered after deducting the costs of recovery would not in their reasonable opinion warrant such action. The Trustees shall not in any circumstances be required to recover or retrieve any excess balance of pension paid in the last month of the beneficiary s life. 2.11 PRODUCTION OF INFORMATION Payment of any pension or other benefit under the Scheme is subject to the production to the Trustees of such relevant information and evidence as they may reasonably require and until such evidence or information is produced to the satisfaction of the Trustees, the Trustees may withhold the payment of such benefits. The Trustees may send to a person's last known address a request for confirmation of continued existence and, in the absence of a reply within the period specified in the request, may assume that the person is no longer alive. In particular, subject to the Preservation Requirements, a Member's Pension may be withheld and not put into payment until he or she has provided the Trustees with the evidence to their satisfaction of the amount of Lifetime Allowance that is available to him or her (if any). 2.12 NO CLAIMS EXCEPT IN ACCORDANCE WITH SCHEME No person will have any claim right or interest under the Scheme or any claim against the Trustees except under and in accordance with the Trust Deed and the Rules. 2.13 MONEYS PAYABLE IN OTHER CURRENCIES 2.13.1 All moneys payable from the Scheme shall be payable in Sterling provided that the Trustees may in their sole discretion determine another currency having regard to 16

the country in which a Member is resident or has been employed by the Principal Employer and to any statutory requirements of such country of residence or employment. 2.13.2 The Trustees may at their discretion make such arrangements as shall not prejudice the Scheme s status as a Registered Scheme and as shall be permitted by exchange control regulations applicable at the time. 2.13.3 Any loss on exchange rates or other cost of making such payments shall be borne by the payee and payment in such requested manner shall be at the risk of the payee. 2.14 REVIEW OF INCAPACITY PENSIONS 2.14.1 This Rule applies to a person receiving an Incapacity Pension. This Rule (and any decision of the Trustees or Principal Employer under it) is subject to the Preservation Requirements, contracting-out requirements of PSA 1993 and the Scheme s status as a Registered Scheme. 2.14.2 In the case of a Member who is in receipt of an Incapacity Pension under the Rules payment of such pension may be withdrawn, suspended or reduced at the Employer s discretion: if the Employer on medical advice, no later than six years before the Normal Pension Age of the Member, determines that the Member is fit to return to Service or the Member fails to attend a medical examination without, in the reasonable opinion of the Employer there being a good reason; or the Member has recommenced employment (whether or not with an Employer) or is otherwise engaged in a paid occupation or trade. 2.14.3 The Trustees shall be entitled to seek such medical evidence and to ask the Member to undergo such medical examination as they require at any time or times in relation to any Incapacity Pension whether before or after payment of such pension commences. If the Member fails to undergo a medical examination required by the Trustees within one month (or such longer period as the Trustees may decide) after their request, then the Trustees may make such assumptions as they think fit as to the Member's earning capacity or recovery from illness or disability and may stop vary, suspend or reduce the Incapacity Pension. 2.14.4 A person in receipt of an Incapacity Pension shall produce such evidence and information as to his or her present state of health and income or earnings as the Trustees may require and at such time or times as the Trustees may decide. 2.15 SUSPENSION The Trustees may at their absolute discretion suspend payment of any benefit payable or prospectively payable under the Scheme during any period when: (c) the beneficiary is in their opinion unable to act by reason of mental disorder or otherwise; or the beneficiary is in prison or detained in legal custody; or the beneficiary is re-employed by an Employer. 17

RULE 3 NON-STANDARD BENEFITS Summary Transfer-in (Rule 3.1) Part-time employment (Rule 3.2) Family leave (Rule 3.3) Other absences (Rule 3.5) Augmentation and provision of new benefits (Rule 3.5) Pensions on Divorce (Rule 3.6) Equal treatment rule (Rule 3.7) Additional Voluntary Contributions (Rule 3.8) Preservation Requirements (Rule 3.10) 3.1 TRANSFERS-IN 3.1.1 Provided that the transfer would not prejudice the Scheme s status as a Registered Scheme, the Trustees may (subject to the general or specific approval of the Principal Employer) accept into the Scheme a transfer in respect of a person or a group of people (which, for the avoidance of doubt, may include active members, deferred members and pensioners and other beneficiaries) from another arrangement. 3.1.2 In consideration of the transfer referred to in 3.1.1 above, such benefits will be provided under the Scheme as the Trustees (after obtaining the advice of the Actuary) and with the consent of the Principal Employer decide are appropriate. The benefits to be provided must be consistent with the Scheme's status as a Registered Scheme, the Preservation Requirements relating to Transfer Credits and the contracting-out requirements of PSA 1993, in each case to the extent applicable. 3.1.3 Any transfer shall: (c) be subject to such restrictions as are notified to the Trustees by the trustees or managers of the transferring scheme; be commutable for a lump sum under the Scheme only to the extent (if required for the purposes of the Scheme's status as a Registered Scheme) as the trustees or managers of the transferring scheme shall certify; and entitle the member to Short Service Benefit in accordance with Rule 5.5 of Section II and Rule 4.5 of Section III. The Trustees must ascertain from the trustees or managers of the transferring scheme the period of service which ranks as Qualifying Service. 3.1.4 Payment of a transfer into the Money Purchase Section from the Final Salary Section may be permitted by the Trustees on a once-only basis (unless the Trustees and the Principal Employer agree otherwise). The cash equivalent of the benefits credited to the Member under the Money Purchase Section immediately after, and in respect of, any such transfer shall be an amount at least equal to the 18

cash equivalent that would have been due under the Final Salary Section if the Member's had ceased to be in Service immediately before the transfer. 3.2 PART-TIME EMPLOYMENT 3.2.1 This Rule applies to a Member who has been in Part-time Employment whilst an Active Member. 3.2.2 This Rule overrides other provisions of the Rules as follows: If an Active Member of the Final Salary Section has been in Part-time Employment for the whole or part of any period that counts in the calculation of Average Pensionable Earnings, the Member's Pensionable Salary in respect of that Period of Part-time Employment for the purposes of calculating Average Pensionable Earnings will be calculated as the amount the Member s Pensionable Salary would have been had the Member been working Full-time Hours. "Pensionable Service" for the purpose of calculating the amount of any benefit relating to a Period of Part-time Employment will be calculated by the following formula: Period of Part-time Employment x Part-time Hours Full-time Hours Provided that: 3.3 FAMILY LEAVE (1) such a formula may be modified in respect of any individual Member or group as the Trustees and the Principal Employer may decide from time to time for administrative ease, so long as such modification does not adversely affect a Member s accrued rights or entitlements in respect of the Period of Part-time Employment to which it relates; and (2) the Trustees have the power to decide any question of fact which may be in doubt due to insufficient data, in relation to such formula or calculations made under it. If evidence is subsequently found which shows that a Member s benefits have been adversely affected by the modification of the formula then that Member s accrued rights or entitlements will be recalculated, ignoring the modification. If a Member has more than one Period of Part-time Employment, separate calculations will be made for each such period. 3.3.1 This Rule applies to Active Members during Family Leave and overrides any other provisions of the Rules. The provisions of this Rule have effect subject (where applicable) to Part VIII of the Employment Rights Act 1996. For the purpose of this Rule 3.3, the definitions of "Average Pensionable Earnings" and "Pensionable Salary" are modified in relation to a period of Family Leave so that they mean Average Pensionable Earnings and Pensionable Salary (as determined in each case by the Employer) as they would have been but for that Family Leave (but subject to the proviso to the definition of Pensionable Salary relating to the Earnings Cap). Except that, in relation to a period of Family Leave for the purposes of any contributions made by the Member under Rule 3 of either 19