MORGAN STANLEY
                        

                    
	 
	 
	 
	 
	 
	 
	 
	 
	
                        
                            
                            TRUST DEED AND RULES
                        


                        
                            
                            OF THE
                            
                            MORGAN STANLEY UK SHARE OWNERSHIP PLAN
                        

                    
	 	 
	 	 


        


        
             
        


        
            	
                        
                            
                            HMRC Approval
                        

                    	
                        
                            
                            12 October 2007
                        

                    
	 	 
	
                        
                            
                            HMRC Ref
                        

                    	
                        
                            
                            A100879
                        

                    


        


        
             
        


        
            	
                        

                        
                             
                        

                    	
                        
                             
                        

                    
	 	
                        
                             
                        

                    
	
                        
                            
                            Linklaters  
                        


                        
                            
                            Linklaters LLP
                        


                        
                            
                            One Silk Street
                        


                        
                            
                            London EC2Y 8HQ
                        

                    	 
	 	 
	
                        
                            
                            Telephone 
                            
                            (44-20) 7456 2000
                        

                    	 
	
                        
                            
                            Facsimile 
                            
                            (44-20) 7456 2222
                        

                    	 
	 	 
	
                        
                            
                            Ref 
                            
                            01/145/Sarah Keith
                        

                    	 


        


        
             
        


        
            
                
                

            


            
                
                


                
                    

                

            


            
                
                

            

        


        
             
        


        
            Table
            of Contents
        


        
             
        


        
            	
                        
                            
                            Contents
                        

                    	
                        
                            
                            Page
                        

                    
	
                        
                            
                            Part A - Definitions
                        

                    	
                        
                            
                            2
                        

                    
	
                        
                            
                            1
                        

                    	
                        
                            
                            Meaning of words used
                        

                    	
                        
                            
                            2
                        

                    
	
                        
                            
                            2
                        

                    	
                        
                            
                            Operation of the Plan
                        

                    	
                        
                            
                            4
                        

                    
	
                        
                            
                            3
                        

                    	
                        
                            
                            Joining the Plan
                        

                    	
                        
                            
                            4
                        

                    
	
                        
                            
                            4
                        

                    	
                        
                            
                            Bonus Shares
                        

                    	
                        
                            
                            6
                        

                    
	
                        
                            
                            5
                        

                    	
                        
                            
                            Purchased Shares
                        

                    	
                        
                            
                            8
                        

                    
	
                        
                            
                            6
                        

                    	
                        
                            
                            Dividends
                        

                    	
                        
                            
                            11
                        

                    
	
                        
                            
                            7
                        

                    	
                        
                            
                            General rules about Shares
                        

                    	
                        
                            
                            14
                        

                    
	
                        
                            
                            8
                        

                    	
                        
                            
                            Leaving Employment
                        

                    	
                        
                            
                            16
                        

                    
	
                        
                            
                            9
                        

                    	
                        
                            
                            General rules relating to the Plan
                        

                    	
                        
                            
                            17
                        

                    
	
                        
                            
                            10
                        

                    	
                        
                            
                            Assets of the Plan
                        

                    	
                        
                            
                            19
                        

                    
	
                        
                            
                            11
                        

                    	
                        
                            
                            Trustees
                        

                    	
                        
                            
                            20
                        

                    
	
                        
                            
                            12
                        

                    	
                        
                            
                            Participating Companies
                        

                    	
                        
                            
                            21
                        

                    
	
                        
                            
                            13
                        

                    	
                        
                            
                            Changing the Rules
                        

                    	
                        
                            
                            22
                        

                    
	
                        
                            
                            14
                        

                    	
                        
                            
                            Termination
                        

                    	
                        
                            
                            22
                        

                    
	
                        
                            
                            15
                        

                    	
                        
                            
                            Governing Law
                        

                    	
                        
                            
                            23
                        

                    


        


        
             
        


        
            
                
                

            


            
                
                    i
                


                
                    

                

            


            
                
                

            

        


        
             
        


        
            Trust
            Deed and Rules of the Morgan Stanley UK Share Ownership Plan
        


        
             
        


        
            This
            Trust Deed and Rules
            of the
            Morgan Stanley UK Share Ownership Plan are made as a deed on the date set out below
            between:
        


        
             
        


        
            	
                        
                            
                            (1)
                        

                    	
                        
                            
                            Morgan Stanley International Incorporated a company incorporated in
                            Delaware of 1585 Broadway, New York, New York (the
                            “Company”) and
                        

                    


        


        
             
        


        
            	
                        
                            
                            (2)
                        

                    	
                        
                            
                            Hill Samuel ESOP Trustees Limited of 25 Gresham Street, London, EC2V
                            7HN (the “Trustees”)
                        

                    


        


        
             
        


        
            to set up
            the Plan with effect from the date of formal approval of the Plan by HMRC.


            
                
                    
                    

                


                
                    
                        1
                    


                    
                        

                    

                


                
                    
                    

                

            

            

        


        
            Part
            A - Definitions
        


        
             
        


        
            	
                        
                            
                            1
                        

                    	
                        
                            
                            Meaning of words used
                        

                    


        


        
             
        


        
            “
            Award Day” means the date on which Bonus Shares are awarded under the
            Plan.
        


        
             
        


        
            “
            Award System” means the system of calculating the number of Bonus Shares
            to be awarded from time to time, adopted by the Plan Administrators and which satisfies
            paragraph 9 of Schedule 2 (participation on same terms).
        


        
             
        


        
            “
            the Company” means Morgan Stanley International Incorporated.
        


        
             
        


        
            “Connected
            Share Incentive Plan”
            means a
            Share Incentive Plan (other than the Plan) established by the Company or a connected
            company (as defined in paragraph 18 of Schedule 2) of the Company which has been
            approved under Schedule 2.
        


        
             
        


        
            “
            Contributions” means deductions from a Participant’s Salary for
            the purpose of acquiring Purchased Shares.
        


        
             
        


        
            “
            Dividend Shares” means Shares which the Trustees acquire by reinvesting
            Participants’ cash dividends from their Plan Shares.
        


        
             
        


        
            “
            Employee” means, except for the purposes of Rule
            9.5, an
            employee of a Participating Company.
        


        
             
        


        
            “
            Employment” means employment by the Company or any associated company
            (within the meaning of paragraph 94 of Schedule 2).
        


        
             
        


        
            “
            Bonus Shares” means Shares awarded to Participants without payment under
            Rule
            4.
        


        
             
        


        
            “
            Holding Period” means the period for holding Bonus Shares and Dividend
            Shares in the Plan.
        


        
             
        


        
            “HMRC”
            means Her
            Majesty’s Revenue and Customs;
        


        
             
        


        
            “
            ITEPA” means the Income Tax (Earnings and Pensions) Act 2003.
        


        
             
        


        
            “
            Market Value” means on any day on which Shares are admitted to trading
            on the NYSE the value per share fixed at the mid market price of the Shares on the NYSE
            quoted in the Wall Street Journal on the preceding day or where Shares are admitted to
            the Official List of the UK Listing Authority and traded on the London Stock Exchange,
            the mid market price derived from the Daily Official List of the London Stock Exchange
            on the preceding day. Where Shares are not so admitted, “Market Value” has
            the meaning given by virtue of Part VIII of the Taxation of Chargeable Gains Act 1992
            and as agreed in advance with HMRC Shares & Assets Valuation.
        


        
             
        


        
            “NYSE”
            means the
            New York Stock Exchange.
        


        
             
        


        
            “
            Participant” means any Employee who has joined the Plan.
        


        
             
        


        
            “
            Participating Company” means an employer participating in the Plan being
            the Company, any Subsidiary and any other company which (if required) HMRC agrees may
            participate and which in both cases is so designated by the Plan Administrators and
            which has entered into a deed of participation with the Company and the Trustees under
            Rule
            12.1.
        


        
             
        


        
            “
            Purchased Shares” means Shares which the Trustees allocate to
            Participants in respect of their Contributions.
        


        
             
        

        


        
            
                
                

            


            
                
                    2
                


                
                    

                

            


            
                
                

            

        

        


        
            “
            Plan” means the Morgan Stanley UK Share Ownership Plan as changed from
            time to time.
        


        
             
        


        
            “
            Plan Administrator” means the person or persons authorised to operate
            the Plan.
        


        
             
        


        
            “
            Plan Shares” mean the Shares awarded or allocated to Participants under
            the Plan.
        


        
             
        


        
            “
            Reconstruction or Takeover” means a transaction affecting any Shares as
            described in Paragraph 86 of Schedule 2.
        


        
             
        


        
            “
            Salary” has the meaning in paragraph 43(4) of Schedule 2.
        


        
             
        


        
            “
            Schedule 2” means Schedule 2 to ITEPA.
        


        
             
        


        
            “
            Share” means a share of Common Stock of Morgan Stanley which meets the
            requirements of Part 4 of Schedule 2, and any security which forms part of any new
            holding referred to in paragraph 86, of Schedule 2.
        


        
             
        


        
            “
            Subsidiary” means a company which is under the control of the Company
            within the meaning of Section 840 of the Taxes Act (as extended by paragraph 91 of
            Schedule 2).
        


        
             
        


        
            “
            Taxes Act” means the Income and Corporation Taxes Act 1988.
        


        
             
        


        
            “
            Trustee” means Hill Samuel ESOP Trustees Limited or the trustees for the
            time being of the Plan.
        


        
             
        


        
            Words of
            the masculine gender shall include the feminine and vice versa.
        


        
             
        

        


        
            
                
                

            


            
                
                    3
                


                
                    

                

            


            
                
                

            

        


        
             
        


        
            Part
            B - Operation of the Plan and Joining the Plan
        


        
             
        


        
            	
                        
                            
                            2
                        

                    	
                        
                            
                            Operation of the Plan
                        

                    


        


        
             
        


        
            	
                        
                            
                            2.1
                        

                    	
                        
                            
                            Purpose of the Plan
                        

                    


        


        
             
        


        
            The
            purpose of the Plan is to help and encourage the holding of Shares by Participants or
            for their benefit through an employee Share Incentive Plan approved under the
            provisions of paragraph 81 of Schedule 2.
        


        
             
        


        
            The
            Trustees may achieve the purpose of the Plan by applying the capital and income of the
            Plan assets to or for the benefit of Participants as described in the Plan
            rules.
        


        
             
        


        
            	
                        
                            
                            2.2
                        

                    	
                        
                            
                            Time of Operation
                        

                    


        


        
             
        


        
            The Plan
            Administrators can only operate the Plan at any time after its approval by HMRC.
        


        
             
        


        
            	
                        
                            
                            3
                        

                    	
                        
                            
                            Joining the Plan 
                        

                    


        


        
             
        


        
            	
                        
                            
                            3.1
                        

                    	
                        
                            
                            Employees to be invited
                        

                    


        


        
             
        


        
            Subject to
            Rules
            3.2
            and
            3.3,
            whenever the Plan Administrators decide to operate the Plan, they must invite all
            Employees who:
        


        
             
        


        
            	 	
                        
                            
                            3.1.1
                        

                    	
                        
                            
                            are UK resident taxpayers (within the meaning of paragraph 8(2) of
                            Schedule 2); and
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            3.1.2
                        

                    	
                        
                            
                            have been employees of a qualifying company (within the meaning of
                            paragraph 17 of Schedule 2) throughout any qualifying period of service
                            set under Rule
                            
                            3.5. 
                        

                    


        


        
             
        


        
            They may
            also invite other Employees, provided that if there is a qualifying period of service,
            the Employees satisfy Rule
            3.1.2.
        


        
             
        


        
            Every
            Employee who is invited to participate must be invited on the same terms, in accordance
            with paragraph 9 of Schedule 2.
        


        
             
        


        
            	
                        
                            
                            3.2
                        

                    	
                        
                            
                            Prohibited invitations
                        

                    


        


        
             
        


        
            However,
            the Plan Administrators must not invite anyone:
        


        
             
        


        
            	 	
                        
                            
                            3.2.1
                        

                    	
                        
                            
                            who is to participate at the same time in another Share Incentive Plan
                            approved under Schedule 2 which has been established by the Company or
                            a connected company (within the meaning of paragraph 18(3) of Schedule
                            2) or would have so participated but for the failure to meet a
                            performance target; or
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            3.2.2
                        

                    	
                        
                            
                            who is excluded from participating under paragraph 19 of Schedule 2 (no
                            material interest requirement).
                        

                    


        


        
             
        


        
            	
                        
                            
                            3.3
                        

                    	
                        
                            
                            Bonus share invitations - Employees under
                            notice
                        

                    


        


        
             
        


        
            The Plan
            Administrators may decide not to invite Employees to participate in an award of Bonus
            Shares who have given or received notice of termination of employment on or before the
            Award Day relating to that award.
        


        
             
        

        


        
            
                
                

            


            
                
                    4
                


                
                    

                

            


            
                
                

            

        

        


        
            	
                    
                    3.4	
                        
                            
                            Form of invitation and application
                        

                    


        


        
             
        


        
            The
            invitation and application to join the Plan must be made in the form determined by the
            Plan Administrators, and approved by HMRC (if necessary). This may include invitations
            and applications by writing or by email, internet (or other electronic means) or
            interactive voice response.
        


        
             
        


        
            The
            invitation and the application will, if applicable, specify whether for that operation
            of the Plan, Bonus Shares and/or Purchased Shares (and, where relevant, Dividend
            Shares) may be acquired. If Purchased Shares are offered, the application form will
            comply with Rule
            5.
        


        
             
        


        
            	
                        
                            
                            3.5
                        

                    	
                        
                            
                            Qualifying period of service
                        

                    


        


        
             
        


        
            The Plan
            Administrators may set a qualifying period of service for any operation of the Plan,
            and if they do it must apply in relation to, and be the same for, all Employees.
        


        
             
        


        
            If Bonus
            Shares are offered, the qualifying period of service must not be more than 18 months,
            ending with the Award Day of those Bonus Shares.
        


        
             
        


        
            If
            Purchased Shares are offered and there is no Accumulation Period, the qualifying period
            of service must not be more than 18 months, ending with the start of
            Contributions.
        


        
             
        


        
            	
                        
                            
                            3.6
                        

                    	
                        
                            
                            Submission of Applications
                        

                    


        


        
             
        


        
            Employees
            invited to participate in the Plan and who wish to do so, must submit the completed
            application by the date specified, if any. In doing so they agree to the terms and
            conditions of participation set out in the application. Anyone who has not submitted a
            completed application form as required will not participate in the Plan.
        


        
            

        


        
            
                
                    
                    

                


                
                    
                        5
                    


                    
                        

                    

                


                
                    
                    

                

            

        


        
             
        


        
            Part
            C - Bonus Shares
        


        
             
        


        
            	
                        
                            
                            4
                        

                    	
                        
                            
                            Bonus Shares 
                        

                    


        


        
             
        


        
            	
                        
                            
                            4.1
                        

                    	
                        
                            
                            Limit
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            4.1.1
                        

                    	
                        
                            
                            If the Plan is operated to provide Bonus Shares, Bonus Shares awarded
                            to each Employee participating in the Plan must not have an initial
                            market value of more than £3,000 in any tax year, or any greater
                            amount specified for the purposes of paragraph 35(1) of Schedule
                            2.
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            4.1.2
                        

                    	
                        
                            
                            Where, in a tax year, an Employee participating in the Plan has been
                            awarded Bonus Shares and has, in the same tax year, been awarded Bonus
                            Shares under any Connected Share Incentive Plan, those Bonus Shares
                            will count, for the purposes of this Rule
                            
                            4.1
                            
                            as if they were Bonus Shares awarded under this Plan.
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            4.1.3
                        

                    	
                        
                            
                            “Initial market value” means the Market Value of the Bonus
                            Shares on the Award Day and, the market value of Shares subject to
                            restrictions or risk of forfeiture shall be determined as if there were
                            no restriction or risk.
                        

                    


        


        
             
        


        
            	
                        
                            
                            4.2
                        

                    	
                        
                            
                            Terms relating to Bonus Shares
                        

                    


        


        
             
        


        
            The Plan
            Administrators will set the following:
        


        
             
        


        
            	 	
                        
                            
                            4.2.1
                        

                    	
                        
                            
                            the Award System for that operation of the Plan;
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            4.2.2
                        

                    	
                        
                            
                            the Holding Period, which must be at least three years but not more
                            than five years beginning with the Award Day, must be the same for all
                            Bonus Shares in an award and cannot be increased once that award has
                            been made; and 
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            4.2.3
                        

                    	
                        
                            
                            any forfeiture provisions under Rule
                            
                            4.3.
                        

                    


        


        
             
        


        
            During
            this Holding Period, Rule
            7.4
            applies in
            relation to the Bonus Shares.
        


        
             
        


        
            	
                        
                            
                            4.3
                        

                    	
                        
                            
                            Forfeiture of
                            
                            Bonus Shares
                            
                            (not currently used)
                        

                    


        


        
             
        


        
            The Plan
            Administrators may decide that an award of Bonus Shares will be made on the basis that
            if Participants leave Employment for a specified reason (other than for a reason set
            out in paragraph 32(2) of Schedule 2) within a specified period (not exceeding 3 years
            from the Award Day) they will lose any right to receive Bonus Shares.
        


        
             
        


        
            	
                        
                            
                            4.4
                        

                    	
                        
                            
                            Payments by Participating Companies and acquiring
                            Shares
                        

                    


        


        
             
        


        
            The Plan
            Administrators will notify each Participating Company of the amount it is required to
            contribute in respect of an award of Bonus Shares. Each Participating Company will pay
            this amount to the Trustees and the Trustees will use the funds to purchase or
            subscribe for Shares, as agreed with the Plan Administrators.
        


        
             
        


        
            	
                        
                            
                            4.5
                        

                    	
                        
                            
                            Awards of Bonus Shares
                        

                    


        


        
             
        


        
            The
            Trustees will award Bonus Shares to each Participant on the basis set out in the Award
            System.
        


        
             
        

        


        
            
                
                

            


            
                
                    6
                


                
                    

                

            


            
                
                

            

        

        


        
            	
                    
                    4.6	
                        
                            
                            Award Eligibility Requirement
                        

                    


        


        
             
        


        
            The
            Trustees will not award Bonus Shares to a Participant who is not an Employee on the
            Award Day. Bonus Shares will not be awarded to Employees who have given or received
            notice of termination of Employment on or before the Award Day.
        


        
             
        


        
            	
                        
                            
                            4.7
                        

                    	
                        
                            
                            Notification by Trustees
                        

                    


        


        
             
        


        
            As soon as
            practicable after the award of Bonus Shares, the Trustees will write and tell each
            Participant of the award. The Trustees will include in the notification the number and
            description of the Bonus Shares, the Holding Period applying to the Bonus Shares and
            their Market Value on the Award Day.
        


        
             
        


        
            	
                        
                            
                            4.8
                        

                    	
                        
                            
                            Transfer of legal title
                        

                    


        


        
             
        


        
            After the
            end of the Holding Period, the Participant may at any time direct the Trustees to
            transfer legal title of Bonus Shares to him or as he may direct.
        


        
             
        


        
            
                
                

            


            
                
                    7
                


                
                    

                

            


            
                
                

            

        


        
             
        


        
            Part
            D - Purchased Shares
        


        
             
        


        
            	
                        
                            
                            5
                        

                    	
                        
                            
                            Purchased Shares
                        

                    


        


        
             
        


        
            	
                        
                            
                            5.1
                        

                    	
                        
                            
                            Application for Purchased Shares
                        

                    


        


        
             
        


        
            If the
            Plan is operated to provide Purchased Shares, Employees invited must complete the
            relevant section of the application form. This section will satisfy the requirements of
            Part 6 of Schedule 2 and will include the notice required under paragraph 48 of
            Schedule 2 (notice of possible effect of deductions on benefit entitlement).
        


        
             
        


        
            	
                        
                            
                            5.2
                        

                    	
                        
                            
                            Amount of Contributions
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            5.2.1
                        

                    	
                        
                            
                            The Plan Administrators will determine the maximum Contribution which
                            will apply in relation to that operation of the Plan which will not be
                            more than the lower of:
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            (i)
                        

                    	
                        
                            
                            10% of Salary for that tax year; or
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            (ii)
                        

                    	
                        
                            
                            £1,500 in any tax year; or
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            (iii)
                        

                    	
                        
                            
                            a greater percentage or amount specified for the purposes of paragraph
                            46 of Schedule 2 from time to time.
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            5.2.2
                        

                    	
                        
                            
                            If Contributions exceed these limits, the excess amount will be repaid
                            to the Participant as soon as practicable (after deducting any income
                            tax and national insurance contributions due).
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            5.2.3
                        

                    	
                        
                            
                            If a Participant makes Contributions under this Plan in a tax year and,
                            in the same tax year, has made contributions under any Connected Share
                            Incentive Plan, those Contributions will count, for the purposes of
                            this Rule
                            
                            5.2, as if they were Contributions under this Plan.
                        

                    


        


        
             
        


        
            	
                        
                            
                            5.3
                        

                    	
                        
                            
                            Minimum Contribution
                        

                    


        


        
             
        


        
            The Plan
            Administrators may set from time to time a minimum amount (not more than £10) for
            Contributions on any occasion. If there is such a minimum amount, it will be set out in
            the application.
        


        
             
        


        
            	
                        
                            
                            5.4
                        

                    	
                        
                            
                            Limit on Purchased Shares
                        

                    


        


        
             
        


        
            The Plan
            Administrators may set from time to time a limit on the number of Shares which may be
            acquired as Purchased Shares. If there is such a limit, it will be set out in the
            application.
        


        
             
        


        
            	
                        
                            
                            5.5
                        

                    	
                        
                            
                            Scaling down
                        

                    


        


        
             
        


        
            If there
            is a limit on the number of Shares which may be acquired as Purchased Shares and the
            Contributions set out in the application forms exceed that number, the Plan
            Administrators will scale down applications by taking any one or more of the following
            steps in turn:
        


        
             
        


        
            	 	
                        
                            
                            5.5.1
                        

                    	
                        
                            
                            reduce the excess of Contributions over any set minimum amount for
                            Contributions proportionately; then
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            5.5.2
                        

                    	
                        
                            
                            reduce all monthly Contributions to any set minimum amount for
                            Contributions; then
                        

                    


        


        
             
        

        


        
            
                
                

            


            
                
                    8
                


                
                    

                

            


            
                
                

            

        

        


        
            	 	
                        
                            
                            5.5.3
                        

                    	
                        
                            
                            select applications to contribute the minimum amount for Contributions
                            by lot.
                        

                    


        


        
             
        


        
            The Plan
            Administrators will notify Participants of the scaling down and their application will
            be deemed changed or withdrawn.
        


        
             
        


        
            	
                        
                            
                            5.6
                        

                    	
                        
                            
                            Holding Contributions
                        

                    


        


        
             
        


        
            The
            Participants’ Contributions will be transferred to the Trustees as soon as
            practicable. The Trustees will hold the Contributions in an account with:
        


        
             
        


        
            	 	
                        
                            
                            5.6.1
                        

                    	
                        
                            
                            a person falling within section 840A(1)(b) of the Taxes Act; or
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            5.6.2
                        

                    	
                        
                            
                            a building society; or
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            5.6.3
                        

                    	
                        
                            
                            a firm falling within section 840A(1)(c) of the Taxes Act.
                        

                    


        


        
             
        


        
            The
            account may, but need not, pay interest on the Contributions held. If it does, the
            Trustees must account to each Participant for the interest earned on his
            Contributions.
        


        
             
        


        
            	
                        
                            
                            5.7
                        

                    	
                        
                            
                            Repayment of Contributions
                        

                    


        


        
             
        


        
            The
            Trustees must pay to a Participant any Contributions it holds (after deducting any
            income tax and national insurance contributions due) together with any interest if,
            before acquiring Purchased Shares on behalf of the Participant;
        


        
             
        


        
            	 	
                        
                            
                            5.7.1
                        

                    	
                        
                            
                            they receive a termination notice under Rule
                            
                            14.1
                            
                            (Termination); or
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            5.7.2
                        

                    	
                        
                            
                            HMRC notifies the Company that it has withdrawn the approval of the
                            Plan under Schedule 2; or
                        

                    


        


        
             
        


        
            	
                        
                            
                            5.8
                        

                    	
                        
                            
                            Excess Contributions
                        

                    


        


        
             
        


        
            If the
            Participant agrees when completing the application, the Trustees may carry forward and
            add to the amount of the next Contribution any Contributions not used to acquire
            Purchased Shares. If there is no such agreement, the Trustees must pay the excess to
            the Participant as soon as practicable after deducting any income tax and national
            insurance contributions due.
        


        
             
        


        
            	
                        
                            
                            5.9
                        

                    	
                        
                            
                            Stopping and re-starting Contributions
                        

                    


        


        
             
        


        
            A
            Participant may give notice to the Company to stop making Contributions. He may also
            give notice to the Company at any time that he wishes Contributions to re-start, but he
            may not make up any missed Contributions.
        


        
             
        


        
            The
            Company will arrange for Contributions to stop within 30 days of receiving the notice,
            unless the notice specifies a later date. The Company will arrange for Contributions to
            re-start by the next due date for Contributions which is more than 30 days after
            receipt of the notice to re-start, unless the notice specifies a later date.
        


        
             
        


        
            	
                        
                            
                            5.10
                        

                    	
                        
                            
                            Varying Contributions
                        

                    


        


        
             
        


        
            A
            Participant may vary his Contributions with the agreement of the Company.
        


        
             
        


        
            	
                        
                            
                            5.11
                        

                    	
                        
                            
                            Withdrawal from agreement to make Contributions
                        

                    


        


        
             
        


        
            A
            Participant may at any time withdraw from the agreement to make Contributions made at
            the time of joining the Plan and ask for the return of any Contributions which have not
            been used to acquire Purchased Shares by giving notice to the Company. The Participant
            will be
        

        


        
            
                
                

            


            
                
                    9
                


                
                    

                

            


            
                
                

            

        

        


        
            treated as
            having stopped Contributions 30 days after the receipt of the notice, unless a later
            date is specified in the notice. The Trustees must pay to the Participant any
            Contributions they hold as soon as practicable (after deducting any income tax and
            national insurance contributions due) together with any interest, if payable. Any
            Purchased Shares already allocated will not cease to be subject to the Plan as a result
            of such a withdrawal.
        


        
             
        


        
            	
                        
                            
                            5.12
                        

                    	
                        
                            
                            Allocating shares
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            5.12.1
                        

                    	
                        
                            
                            The Trustees must allocate Purchased Shares to the Participants by a
                            date set by the Trustees. This date must be not later than 30 days
                            after the last day on which the relevant deduction of Contributions
                            takes place.
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            5.12.2
                        

                    	
                        
                            
                            If all the Purchased Shares to be allocated to Employees on that
                            occasion are purchased by the Trustees on the date of allocation or
                            over five or fewer consecutive dealing days ending on the date of
                            allocation or the immediately preceding dealing day, and provided the
                            Company is quoted on NYSE and/or the Daily Official List of the London
                            Stock Exchange, the number of Shares allocated to each Participant will
                            be calculated using the average price actually paid by the Trustees for
                            the Shares.
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            5.12.3
                        

                    	
                        
                            
                            If all the Purchased Shares to be allocated to Employees on that
                            occasion are not purchased by the Trustees on the date of allocation or
                            over five or fewer consecutive dealing days ending on the date of
                            allocation or the immediately preceding dealing day, the number of
                            Shares allocated to each Participant will be calculated using the
                            Market Value on the date of allocation.
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            5.12.4
                        

                    	
                        
                            
                            All Purchased Shares must be allocated on the same date.
                        

                    


        


        
             
        


        
            	
                        
                            
                            5.13
                        

                    	
                        
                            
                            Allocation Eligibility Requirement
                        

                    


        


        
             
        


        
            The
            Trustees will not allocate Purchased Shares to an individual who is not an Employee at
            the time the related Contributions are deducted.
        


        
             
        


        
            Rule
            8.1
            applies if
            an Employee leaves Employment during the acquisition period for an award of Purchased
            Shares.
        


        
             
        


        
            	
                        
                            
                            5.14
                        

                    	
                        
                            
                            Notification by Trustees
                        

                    


        


        
             
        


        
            As soon as
            reasonably practicable after the Trustees have allocated Purchased Shares to a
            Participant, the Trustees will notify that Participant in writing. The Trustees will
            set out the number and description of the Purchased Shares, the amount of Contributions
            used to acquire the Shares and the price per Share which was used to calculate the
            number of Purchased Shares allocated in accordance with Rule
            5.13
            or
            5.14.
        


        
             
        


        
            	
                        
                            
                            5.15
                        

                    	
                        
                            
                            Access to Purchased Shares
                        

                    


        


        
             
        


        
            A
            Participant may at any time take out of the Plan any Purchased Shares allocated to him.
            This is subject to any income tax and national insurance due.
        


        
             
        


        
            A
            Participant may, at any time, direct the Trustees to transfer legal title of Purchased
            Shares to him or as he may direct.
        

        


        
            
                
                

            


            
                
                    10
                


                
                    

                

            


            
                
                

            

        


        
             
        


        
            Part
            E - Dividends
        


        
             
        


        
            	
                        
                            
                            6
                        

                    	
                        
                            
                            Dividends 
                        

                    


        


        
             
        


        
            	
                        
                            
                            6.1
                        

                    	
                        
                            
                            Dividend Shares 
                            
                            (not currently used)
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            6.1.1
                        

                    	
                        
                            
                            The Plan Administrators may from time to time decide that instead of
                            Participants receiving cash dividends:
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            (i)
                        

                    	
                        
                            
                            the Trustees must re-invest cash dividends they receive in respect of
                            Plan Shares in additional Shares to be held on behalf of Participants;
                            or
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            (ii)
                        

                    	
                        
                            
                            the Trustees must re-invest cash dividends as set out in Rule
                            
                            6.1.1
                            
                            but only in respect of Plan Shares of Participants who have chosen this
                            by completing the relevant section on the application.
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            6.1.2
                        

                    	
                        
                            
                            The total amount so reinvested cannot exceed £1,500 in each tax
                            year (or such greater amount specified for the purposes of paragraph
                            64(1) of Schedule 2).
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            6.1.3
                        

                    	
                        
                            
                            If a Participant reinvests an amount under this Rule
                            
                            6.1
                            
                            in a tax year and, in the same tax year, has reinvested an amount in
                            dividend shares under any Connected Share Incentive Plan, that amount
                            will count, for the purposes of this Rule
                            
                            6.1.2, as if it were reinvested under this Plan.
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            6.1.4
                        

                    	
                        
                            
                            If the Plan Administrators have not made such decisions, or to the
                            extent that the cash dividends exceed the limit, the Trustees must pay
                            over cash dividends to the relevant Participant as soon as
                            practicable.
                        

                    


        


        
             
        


        
            	
                        
                            
                            6.2
                        

                    	
                        
                            
                            Allocating Dividend
                            Shares 
                            
                            (not currently used)
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            6.2.1
                        

                    	
                        
                            
                            If all the Dividend Shares to be allocated to Employees on any occasion
                            are purchased by the Trustees on the date of allocation or over five or
                            fewer consecutive dealing days ending on the date of allocation or the
                            immediately preceding dealing day, and provided the Company is quoted
                            on NYSE and/or the London Stock Exchange then the number of Dividend
                            Shares allocated to each Participant will be calculated using the
                            average price actually paid by the Trustees for the Shares.
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            6.2.2
                        

                    	
                        
                            
                            If all the Dividend Shares to be allocated to Employees on any occasion
                            are not purchased by the Trustees on the date of allocation or over
                            five or fewer consecutive dealing days ending on the date of allocation
                            or the immediately preceding dealing day, then the number of Dividend
                            Shares allocated to each Participant will be calculated using the
                            Market Value on the date of allocation.
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            6.2.3
                        

                    	
                        
                            
                            Dividend Shares must be allocated on or before a date set by the
                            Trustees. This date must be no later than 30 days after the date they
                            receive cash dividend.
                        

                    


        


        
             
        


        
            All the
            Dividend Shares must be allocated on the same date. In allocating Shares the Trustees
            must treat Participants fairly and equally.
        


        
             
        


        
            	
                        
                            
                            6.3
                        

                    	
                        
                            
                            Cash dividends carried forward and
                            paid 
                            
                            (not currently used)
                        

                    


        


        
             
        


        
            The
            Trustees may retain, carry forward and add to the amount of the next cash dividend to
            be reinvested the amount of any cash dividend which is not sufficient for the
            allocation of one or more Dividend Shares. But the Trustees must keep these amounts
            separately
        

        


        
            
                
                

            


            
                
                    11
                


                
                    

                

            


            
                
                

            

        

        


        
            identifiable
            and amounts derived from an earlier cash dividend are treated as reinvested before an
            amount derived from a later cash dividend.
        


        
             
        


        
            The
            Trustees must pay to the Participant, as soon as practicable, any cash amounts referred
            to above:
        


        
             
        


        
            	 	
                        
                            
                            6.3.1
                        

                    	
                        
                            
                            which are not reinvested in Dividend Shares within 3 years of payment
                            of the dividend; or
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            6.3.2
                        

                    	
                        
                            
                            if the Participant ceases to be in Employment; or
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            6.3.3
                        

                    	
                        
                            
                            if the Trustees receive a termination notice under Rule
                            
                            14.1.
                        

                    


        


        
             
        


        
            When
            making the payment, the Trustees will supply to the Participant the information
            referred to in paragraph 80(4) of Schedule 2.
        


        
             
        


        
            	
                        
                            
                            6.4
                        

                    	
                        
                            
                            Notification
                            
                            (not currently used)
                        

                    


        


        
             
        


        
            As soon as
            practicable after the Trustees have allocated any Dividend Shares to a Participant, the
            Trustees will notify the Participant in writing. The Trustees will set out the number
            and description of those Dividend Shares, the price per Share which was used to
            calculate the number of Dividend Shares allocated in accordance with Rule
            6.2.1
            or
            6.2.2, the
            Holding Period and any cash dividends carried forward as described in Rule
            6.3.
        


        
             
        


        
            	
                        
                            
                            6.5
                        

                    	
                        
                            
                            Rights and restrictions
                            
                            (not currently used)
                        

                    


        


        
             
        


        
            Dividend
            Shares must be shares of the same class and carry the same rights as the Shares in
            respect of which the dividend is paid. They must not be subject to any
            forfeiture.
        


        
             
        


        
            Rule
            4.2.2
            applies to
            Dividend Shares but the Holding Period must be 3 years starting on the date the
            Trustees allocated the Dividend Shares as described in Rule
            6.2.
            Rule
            7.4
            also
            applies to Dividend Shares.
        


        
             
        


        
            	
                        
                            
                            6.6
                        

                    	
                        
                            
                            Transfer of legal title
                            
                            (not currently used)
                        

                    


        


        
             
        


        
            After the
            end of the Holding Period the Participant may at any time direct the Trustees to
            transfer legal title of Dividend Shares to him or as he may direct.
        


        
             
        


        
            	
                        
                            
                            6.7
                        

                    	
                        
                            
                            Other dividends
                        

                    


        


        
             
        


        
            Cash
            dividends payable in respect of Plan Shares and not reinvested in Dividend Shares
            (because they exceed the limit set out in Rule
            6.1
            or for any
            other reason) will belong to the relevant Participant. The Trustees will pay those
            dividends to the Participant as soon as practicable after receipt.
        


        
             
        


        
            The
            Trustees are not required to pay a Participant any interest earned on any dividend to
            which the Participant is entitled.
        


        
             
        


        
            The
            Trustees must hold unclaimed dividends for at least 12 years from the date of
            declaration of the dividend. If any dividends are unclaimed after this period, the
            Trustees may keep them and use them for the purposes of the Plan.
        


        
             
        


        
            Where any
            dividends received are foreign cash dividends within the meaning of paragraph 75(6) of
            Schedule 2 the Trustees will notify the Participant of the amount of any foreign tax
            deducted from the dividend before it was paid.
        


        
             
        


        
            
                
                

            


            
                
                    12
                


                
                    

                

            


            
                
                

            

        


        
             
        


        
            	
                    
                    6.8	
                        
                            
                            Scrip dividends
                        

                    


        


        
             
        


        
            The
            Trustees may receive, following a direction from the Participant, Shares credited as
            fully paid in whole or in part instead of a cash dividend (a scrip dividend). These
            Shares will not form part of the Participant’s Plan Shares. The Trustees will
            take all reasonable steps to transfer such Shares to the Participant.
        


        
             
        

        


        
            
                
                

            


            
                
                    13
                


                
                    

                

            


            
                
                

            

        


        
             
        


        
            Part
            F - General Rules
        


        
             
        


        
            	
                        
                            
                            7
                        

                    	
                        
                            
                            General rules about
                            Shares 
                        

                    


        


        
             
        


        
            	
                        
                            
                            7.1
                        

                    	
                        
                            
                            Listing
                        

                    


        


        
             
        


        
            If and so
            long as Shares are admitted to trading on the NYSE and/or listing on the Official List
            and to dealing on the London Stock Exchange, Morgan Stanley International Incorporated
            will, where relevant, apply for listing of any Shares subscribed under the Plan as soon
            as practicable after their allotment.
        


        
             
        


        
            	
                        
                            
                            7.2
                        

                    	
                        
                            
                            Rights
                        

                    


        


        
             
        


        
            Shares
            issued on subscription will rank equally in all respects with the Shares. However, the
            Plan Administrators may determine that they will not rank equally in all respects for
            any dividends or other distributions payable or made in respect of a period beginning
            before their date of issue.
        


        
             
        


        
            Where
            Shares are transferred they will have the benefit of all rights attaching to the Shares
            by reference to a record date on or after the date on which they are allocated or
            awarded.
        


        
             
        


        
            The
            Trustees may award Shares, a proportion of which will rank for dividends or other
            rights attaching to Shares by reference to a record date preceding the relevant Award
            Day and a proportion of which will not. If this happens, the Trustees will award the
            Shares to each Participant as far as practicable in those same proportions.
        


        
             
        


        
            	
                        
                            
                            7.3
                        

                    	
                        
                            
                            Acquisition of Shares
                            
                            (not currently used)
                        

                    


        


        
             
        


        
            The
            Company may from time to time ask the Trustees to acquire any number of Shares
            specified by it for award or allocation to Participants on a later operation of the
            Plan. If the Trustees agree to acquire Shares, the Company will ensure that the
            Trustees have sufficient funds to do so. The Trustees may also acquire Shares at any
            other time, if they have sufficient funds to do so. These Shares must satisfy the
            conditions specified in Part 4 of Schedule 2. Before any such Shares are awarded or
            allocated under the Plan, they will be held on general trust for the purposes of the
            Plan.
        


        
             
        


        
            	
                        
                            
                            7.4
                        

                    	
                        
                            
                            Restrictions on disposals of Shares
                        

                    


        


        
             
        


        
            The
            Participant must permit the Trustees to retain his Bonus Shares and Dividend Shares
            throughout the Holding Period and the Trustees must retain them. The Participant cannot
            assign, charge or otherwise dispose of his beneficial interests in the Bonus Shares and
            Dividend Shares in any way during the Holding Period, and the Trustees shall not
            dispose of the Bonus Shares and Dividend Shares (whether by transfer to the Participant
            or otherwise) during the Holding Period, unless the Participant has ceased to be in
            Employment, or if the circumstances set out in paragraphs 36(4) or 77 of Schedule 2
            apply.
        


        
             
        


        
            	
                        
                            
                            7.5
                        

                    	
                        
                            
                            Voting
                        

                    


        


        
             
        


        
            The
            Trustees will invite Participants to direct them on the exercise of any voting rights
            attaching to Plan Shares held by the Trustees on their behalf. The Trustees will only
            be entitled to vote on a show of hands if all directions received from Participants who
            have given directions in respect of a particular resolution are identical. The Trustees
            will not be under any obligation to call for a poll. In the event of a poll the
            Trustees will follow the directions of Participants.
        

        


        
            
                
                

            


            
                
                    14
                


                
                    

                

            


            
                
                

            

        

        


        
            The
            Trustees must not vote in respect of unallocated Shares or any Shares they hold under
            the Plan which have not been registered in their name.
        


        
             
        


        
            	
                        
                            
                            7.6
                        

                    	
                        
                            
                            Offers
                        

                    


        


        
             
        


        
            The
            Participant (or anyone properly authorised) may direct the Trustees on the appropriate
            action to take in relation to any right relating to a Participant’s Plan Shares
            to receive other shares, securities or rights of any description, and in relation to a
            Reconstruction or Takeover. The Trustees may not take any action without such a
            direction. If the Trustees are to be involved in any liability they may require an
            indemnity from the Participant which they consider appropriate.
        


        
             
        


        
            Where the
            Trustees exercise rights under a rights issue in respect of a Participant’s Plan
            Shares, any shares, securities or rights allotted as a result shall be treated as if
            they were Plan Shares identical to the Shares in respect of which the rights were
            conferred and as if they were awarded to the Participant under the Plan in the same way
            and at the same time as those Shares. But this only applies if the rights issue is
            offered in respect of all ordinary shares in the company and is subject to paragraphs
            88(3) to 88(5) of Schedule 2.
        


        
             
        


        
            On a
            Reconstruction or a Takeover, the Trustees will hold any new shares (as described in
            paragraph 87 of Schedule 2) as Shares subject to the Plan, as if they were the original
            Shares.
        


        
             
        


        
            	
                        
                            
                            7.7
                        

                    	
                        
                            
                            Fractional entitlements
                        

                    


        


        
             
        


        
            Where,
            following any offer described in Rule
            7.6, the
            Trustees receive rights or securities, they will allocate them among the Participants
            concerned on a proportionate basis, rounding down if necessary. The Trustees will then
            add the fractions not allocated and sell the unallocated rights and securities. The
            Trustees will deduct all expenses of sale and applicable tax from the proceeds of sale
            and distribute the net proceeds of sale proportionately among the Participants whose
            allocation was rounded down. However, if a Participant’s entitlement is under
            £3 the Trustees may retain that sum and hold it on trust for the purposes of the
            Plan.
        


        
             
        


        
            	
                        
                            
                            7.8
                        

                    	
                        
                            
                            Capital Receipts and other amounts
                        

                    


        


        
             
        


        
            When the
            Trustees receive money which is a capital receipt (within the meaning of Section 502 of
            ITEPA) or the proceeds of any disposal, they will transfer the sum to the Participant
            after complying with their PAYE obligations. The Trustees may, however, retain any
            capital receipt under £3 due to any Participant and hold it on trust for the
            purposes of the Plan.
        


        
             
        


        
            The
            Trustees must also pay over to each Participant any money or money’s worth
            relating to any of his Plan Shares, apart from money’s worth consisting of new
            shares as described in Rule [7.6]. But the Trustees are entitled to retain any amounts
            needed to discharge their PAYE obligations and cash dividends reinvested or carried
            forward under Rule
            6.3.
        


        
             
        


        
            	
                        
                            
                            7.9
                        

                    	
                        
                            
                            Tax liabilities
                        

                    


        


        
             
        


        
            The
            Trustees will maintain the necessary records to comply with their PAYE obligations and
            those of the Participating Companies so far as they relate to the Plan.
        


        
             
        


        
            The
            Trustees will pay to the relevant employing companies sufficient sums to enable the
            employing companies to discharge any obligations to make PAYE deductions for income tax
            or national insurance contributions which arise in the circumstances in Section 510(1)
            of ITEPA.
        

        


        
            
                
                

            


            
                
                    15
                


                
                    

                

            


            
                
                

            

        

        


        
            The
            Trustees may dispose of a Participant’s Plan Shares in order to raise sufficient
            sums in order to meet any obligation under this Rule
            7.9
            unless the
            Participant makes a payment in advance to the Trustees of a sum equal to the amount
            required to discharge the obligation.
        


        
             
        


        
            When a
            Participant becomes liable to tax under ITEPA or Chapter 3 or 4 of part 4 of the Income
            Tax (Trading and Other Income) Act 2005 in relation to his Plan Shares, the Trustees
            must give the Participant any information relevant to determining that
            liability.
        


        
             
        


        
            	
                        
                            
                            8
                        

                    	
                        
                            
                            Leaving Employment
                        

                    


        


        
             
        


        
            	
                        
                            
                            8.1
                        

                    	
                        
                            
                            Leaving Employment 
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            8.1.1
                        

                    	
                        
                            
                            Subject to Rule
                            
                            4.3
                            
                            (dealing with forfeiture), if a Participant leaves Employment, his Plan
                            Shares will cease to be subject to the Plan.
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            8.1.2
                        

                    	
                        
                            
                            Subject to Rule
                            
                            4.3
                            
                            (dealing with forfeiture), unless the Plan Administrators decide
                            otherwise, the Plan will operate on the basis that if a Participant
                            leaves Employment for any reason, the Trustees will transfer the
                            Participant’s Plan Shares to the Participant or as he may direct
                            (or, if the Participant has died, to the personal representatives) as
                            soon as reasonably practicable.
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            8.1.3
                        

                    	
                        
                            
                            If a Participant leaves Employment during the acquisition period
                            relating to an allocation of Purchased Shares, he shall:
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            (i)
                        

                    	
                        
                            
                            for the purpose of awards of Purchased Shares be treated as ceasing to
                            be in Employment immediately after the allocation of Purchased Shares;
                            and
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            (ii)
                        

                    	
                        
                            
                            for the purpose of determining when his Plan Shares cease to be subject
                            to the Plan, be treated as ceasing to be in Employment immediately
                            after the allocation of Purchased Shares.
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            8.1.4
                        

                    	
                        
                            
                            For the purposes of this Rule
                            
                            8.1“acquisition period” has the meaning given to it in
                            paragraph 97(3) of Schedule 2.
                        

                    


        


        
             
        


        
            	
                        
                            
                            8.2
                        

                    	
                        
                            
                            Tax free withdrawal of Plan Shares
                        

                    


        


        
             
        


        
            In
            accordance with paragraph 498 of ITEPA, a Participant is not liable to income tax or
            national insurance contributions on his Shares ceasing to be subject to the Plan on
            leaving Employment for any of the following reasons:
        


        
             
        


        
            	 	
                        
                            
                            8.2.1
                        

                    	
                        
                            
                            because of injury or disability;
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            8.2.2
                        

                    	
                        
                            
                            on being dismissed by reason of redundancy;
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            8.2.3
                        

                    	
                        
                            
                            by reason of a transfer to which the Transfer of Undertakings
                            (Protection of Employment) Regulations 1981 (S.I. 1981/1794)
                            applies;
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            8.2.4
                        

                    	
                        
                            
                            if the relevant employment is employment by an associated company (see
                            paragraph 95(2) of Schedule 2), by reason of a change of control or
                            other circumstances ending that company’s status as an associated
                            company;
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            8.2.5
                        

                    	
                        
                            
                            by reason of the Participant’s retirement on or after reaching
                            the specified retirement age of 50; or
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            8.2.6
                        

                    	
                        
                            
                            on the Participant’s death.
                        

                    


        


        
             
        

        


        
            
                
                

            


            
                
                    16
                


                
                    

                

            


            
                
                

            

        

        


        
            	
                        
                            
                            9
                        

                    	
                        
                            
                            General rules relating to the Plan 
                        

                    


        


        
             
        


        
            	
                        
                            
                            9.1
                        

                    	
                        
                            
                            Notices
                        

                    


        


        
             
        


        
            Any notice
            or other document which has to be given in connection with the Plan may be delivered to
            a Participant or sent by post to him at his home address using the records of that
            Participant’s employing company, or such other address as the Company or the
            Trustees consider appropriate or sent by e-mail (or other electronic means) to any
            address which according to the records of his employing company is used by him (or such
            other e-mail (or electronic) address as he may from time to time specify). Any notice
            or other document which has to be given to the Company or the Trustees in connection
            with the Plan may be delivered or sent by post to them at their registered offices (or
            such other place as the Plan Administrators or the Trustees may from time to time write
            and tell the Participants) or if the Plan Administrators allow and subject to such
            conditions as they may specify, sent by e-mail (or other electronic means) to the
            e-mail (or electronic) address for the time being notified by the Company. Notices sent
            by post will be deemed to have been given on the second day following the date of
            posting. Notices sent by e-mail (or other electronic means), in the absence of evidence
            to the contrary, will be deemed to have been received on the first day after
            sending.
        


        
             
        


        
            	
                        
                            
                            9.2
                        

                    	
                        
                            
                            Documents sent to Shareholders
                        

                    


        


        
             
        


        
            The
            Company may send to Participants copies of any documents or notices normally sent to
            the holders of Shares.
        


        
             
        


        
            	
                        
                            
                            9.3
                        

                    	
                        
                            
                            Plan Administrators’ and Trustees’
                            decisions
                        

                    


        


        
             
        


        
            The
            decision of the Plan Administrators (or of the Trustees if the Plan Administrators so
            decide) in any dispute or question affecting any Employee or Participant will be final
            and binding on the parties concerned.
        


        
             
        


        
            	
                        
                            
                            9.4
                        

                    	
                        
                            
                            Regulations
                        

                    


        


        
             
        


        
            The Plan
            Administrators and the Trustees will have the power from time to time to make or vary
            regulations for the administration and operation of the Plan, but these must be
            consistent with this Deed.
        


        
             
        


        
            	
                        
                            
                            9.5
                        

                    	
                        
                            
                            Terms of employment
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            9.5.1
                        

                    	
                        
                            
                            For the purposes of this Rule
                            
                            9.5, “Employee” means any Participant, any Employee (within
                            the meaning of Rule
                            
                            1) or any other person.
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            9.5.2
                        

                    	
                        
                            
                            This Rule
                            
                            9.5
                            
                            applies during an Employee’s employment and after the termination
                            of an Employee’s employment, whether or not the termination is
                            lawful.
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            9.5.3
                        

                    	
                        
                            
                            Nothing in the Rules or the operation of the Plan forms part of the
                            contract of employment of an Employee. The rights and obligations
                            arising from the employment relationship between the Employee and the
                            Company are separate from, and are not affected by, the Plan.
                            Participation in the Plan does not create any right to, or expectation
                            of, continued employment.
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            9.5.4
                        

                    	
                        
                            
                            Operation of the Plan on a particular basis in any year does not create
                            any right to or expectation of operation of the Plan or the award or
                            allocation of Plan Shares on the same basis, or at all, in any future
                            year. In particular, a company which has
                        

                    


        


        
             
        

        


        
            
                
                

            


            
                
                    17
                


                
                    

                

            


            
                
                

            

        

        


        
            been a
            Participating Company repeatedly may cease to be a Participating Company for any reason
            or no reason.
        


        
             
        


        
            	 	
                        
                            
                            9.5.5
                        

                    	
                        
                            
                            The terms of the Plan do not entitle the Employee to the exercise of
                            any discretion in his favour.
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            9.5.6
                        

                    	
                        
                            
                            Without prejudice to an Employee’s right to receive any Bonus
                            Shares awarded to him or any Purchased Shares or Dividend Shares
                            allocated to him subject to and in accordance with the express terms of
                            the Rules, no Employee has any rights in respect of the exercise or
                            omission to exercise any discretion, or the making or omission to make
                            any decision, relating to the Plan. Subject to the provisions of
                            Schedule 2, any and all discretions, decisions or omissions relating to
                            the invitation and application of Employees to join the Plan on any
                            particular occasion may operate to the disadvantage of the Employee,
                            even if this could be regarded as in breach of any implied term between
                            the Employee and his employer, including any implied duty of trust and
                            confidence. Any such implied term is excluded and overridden by this
                            Rule
                            
                            9.5
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            9.5.7
                        

                    	
                        
                            
                            Participation in the Plan is permitted only on the basis that the
                            Participant accepts all the provisions of the Rules, including this
                            Rule
                            
                            9.5. By participating in the Plan, an Employee waives all rights under
                            the Plan, other than the right to receive any Bonus Shares awarded to
                            him or any Purchased Shares or Dividend Shares allocated to him subject
                            to and in accordance with the express terms of the Rules, in
                            consideration for, and as a condition of, his participation in the
                            Plan.
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            9.5.8
                        

                    	
                        
                            
                            Nothing in this Plan confers any benefit, right or expectation on a
                            person who is not an Employee. No such third party has any rights under
                            the Contracts (Rights of Third Parties) Act 1999 to enforce any term of
                            this Plan. This does not affect any other right or remedy of a third
                            party which may exist.
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            9.5.9
                        

                    	
                        
                            
                            Each of the provisions of this Rule
                            
                            9.5
                            
                            is entirely separate and independent from each of the other provisions.
                            If any provision is found to be invalid then it will be deemed never to
                            have been part of these Rules and to the extent that it is possible to
                            do so, this will not affect the validity or enforceability of any of
                            the remaining provisions.
                        

                    


        


        
             
        


        
            	
                        
                            
                            9.6
                        

                    	
                        
                            
                            Beneficiary who is incapable
                        

                    


        


        
             
        


        
            If the
            Trustees consider that a person cannot look after his affairs (because of illness,
            mental disorder, age or other reason) they may use any amounts or Shares due to that
            person for his or her benefit, or may pay or transfer them to some other person to do
            so. The receipt of the person to whom the Trustees make payments or transfer Shares
            will discharge the Trustees from any obligation in respect of the amounts or Shares
            concerned.
        


        
             
        


        
            	
                        
                            
                            9.7
                        

                    	
                        
                            
                            Setting up costs
                        

                    


        


        
             
        


        
            The
            Company will pay the costs and expenses of the preparation and execution of these Plan
            rules.
        


        
             
        


        
            	
                        
                            
                            9.8
                        

                    	
                        
                            
                            Errors and omissions
                        

                    


        


        
             
        


        
            If as a
            result of an error or omission Bonus Shares, Purchased Shares or Dividend Shares are
            not awarded to a Participant in accordance with the Plan rules, the Trustees may, but
            without any obligation to do so, do all such acts or things as may be agreed with HMRC
            to
        

        


        
            
                
                

            


            
                
                    18
                


                
                    

                

            


            
                
                

            

        

        


        
            rectify
            the error or omission notwithstanding that such actions may fall outside the time
            limits contemplated by or otherwise conflict with the other provisions of the Plan
            rules.
        


        
             
        


        
            	
                        
                            
                            9.9
                        

                    	
                        
                            
                            Data protection
                        

                    


        


        
             
        


        
            By
            participating in the Plan the Participant consents to the holding and processing of
            personal data provided by him to the Company, any Participating Company, the Trustees
            or third party service provider for all purposes relating to the operation of the Plan.
            These include, but are not limited to:
        


        
             
        


        
            	 	
                        
                            
                            9.9.1
                        

                    	
                        
                            
                            administering and maintaining records;
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            9.9.2
                        

                    	
                        
                            
                            providing information to the Company, any Participating Company, the
                            Trustees, registrars, brokers or third party administrators of the
                            Plan;
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            9.9.3
                        

                    	
                        
                            
                            providing information to future purchasers of the Company or the
                            business in which the Participant works;
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            9.9.4
                        

                    	
                        
                            
                            transferring information about the Participant to a country or
                            territory outside the European Economic Area that may not provide the
                            same statutory protection for the information as the
                            Participant’s home country.
                        

                    


        


        
             
        


        
            	
                        
                            
                            10
                        

                    	
                        
                            
                            Assets of the Plan 
                        

                    


        


        
             
        


        
            	
                        
                            
                            10.1
                        

                    	
                        
                            
                            Assets held on trust
                        

                    


        


        
             
        


        
            The
            Trustees will hold all the payments they receive and the assets representing them from
            time to time and all income on trust for the purposes of the Plan. The Trustees may
            also accept gifts of cash and Shares which will be held on trust for the purposes of
            the Plan.
        


        
             
        


        
            	
                        
                            
                            10.2
                        

                    	
                        
                            
                            Use of assets
                        

                    


        


        
             
        


        
            The
            Trustees may invest any moneys held by them and not immediately required for the
            purpose of the Plan in such manner as they may choose. The Trustees are not under a
            duty to invest trust property.
        


        
             
        


        
            The
            Trustees may borrow in order to acquire Shares for the purposes of the Plan or, but
            only after getting the written consent of the Company, for any other purpose.
        


        
             
        


        
            	
                        
                            
                            10.3
                        

                    	
                        
                            
                            Plan expenses
                        

                    


        


        
             
        


        
            The
            Trustees will pay the expenses of the Plan (including their own expenses incurred in
            attending to Plan business) from the Plan's assets, if the assets are sufficient and
            the Company decides in writing. If there is no such direction, the expenses of the Plan
            will be met by the Participating Companies in proportion to the amounts paid by them
            under the Plan or (if the Trustees decide) in proportion to the number of Shares
            awarded to their Participants under the Plan in the related year, or in proportion to
            both.
        


        
             
        


        
            	
                        
                            
                            10.4
                        

                    	
                        
                            
                            Trustees’ duties relating to Shares
                        

                    


        


        
             
        


        
            During the
            Holding Period, the Trustees may only sell or transfer any Bonus Shares or Dividend
            Shares in the following circumstances:
        


        
             
        


        
            	 	
                        
                            
                            10.4.1
                        

                    	
                        
                            
                            if a Participant instructs this as described in Rule
                            
                            7.7; or
                        

                    


        


        
             
        

        


        
            
                
                

            


            
                
                    19
                


                
                    

                

            


            
                
                

            

        

        


        
            	 	
                        
                            
                            10.4.2
                        

                    	
                        
                            
                            to obtain sufficient funds to secure rights arising under a rights
                            issue affecting Plan Shares; or
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            10.4.3
                        

                    	
                        
                            
                            to discharge PAYE obligations under Rule
                            
                            7.9; or
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            10.4.4
                        

                    	
                        
                            
                            if they receive a termination notice as described in Rule
                            
                            14.1.
                        

                    


        


        
             
        


        
            	
                        
                            
                            10.5
                        

                    	
                        
                            
                            Trustees holding Shares
                        

                    


        


        
             
        


        
            Where a
            Participant loses any right to receive Shares under the Plan, the Trustees will hold
            those Shares on general trusts for the purposes of the Plan.
        


        
             
        


        
            	
                        
                            
                            11
                        

                    	
                        
                            
                            Trustees 
                        

                    


        


        
             
        


        
            	
                        
                            
                            11.1
                        

                    	
                        
                            
                            Appointment and removal
                        

                    


        


        
             
        


        
            The
            Company may by resolution appoint new or additional trustees or a body corporate as a
            sole trustee. The Company may also remove trustees.
        


        
             
        


        
            These
            powers may be exercised without giving a reason.
        


        
             
        


        
            There must
            be at least two trustees, except when there is a sole corporate trustee.
        


        
             
        


        
            All the
            trustees must be resident in the United Kingdom for United Kingdom tax purposes at all
            times.
        


        
             
        


        
            	
                        
                            
                            11.2
                        

                    	
                        
                            
                            Retirement
                        

                    


        


        
             
        


        
            A trustee
            may retire by giving to the Company written notice of his wish to retire. The notice
            will take effect at the expiry of 3 months after the date of the notice, or on any
            other date agreed with the Company. The retiring trustee need not give a reason for
            retiring and will not be responsible for any costs arising from his retirement. The
            retiring trustee will take the necessary action, as directed by the Company, to give
            effect to his retirement including delivering all documents which he has relating to
            the Plan. Any continuing trustee is authorised to effect the transfer of Plan assets on
            behalf of a retiring trustee.
        


        
             
        


        
            	
                        
                            
                            11.3
                        

                    	
                        
                            
                            Exercise of powers
                        

                    


        


        
             
        


        
            If there
            is more than one trustee, the Trustees may act by majority vote and may delegate powers
            duties or discretions to any persons and on any terms (including terms which allow the
            delegate to sub-delegate).
        


        
             
        


        
            The
            Trustees may allow any Shares to be registered in the name of an appointed nominee but
            these Shares must be registered in a designated account.
        


        
             
        


        
            Trustees
            who delegate powers or use a nominee are not divested of any responsibility under the
            Rules or under Schedule 2.
        


        
             
        


        
            The
            Trustees may at any time, and must if the Company so directs, revoke any delegation
            made under this Rule, or require any Plan assets held by another person to be returned
            to the Trustees, or both.
        


        
             
        


        
            	
                        
                            
                            11.4
                        

                    	
                        
                            
                            Trustees’ charges
                        

                    


        


        
             
        


        
            A trustee
            who carries on a profession or business may charge for services provided on a basis
            agreed with the Company, as also may a company or firm in which a trustee is
        

        


        
            
                
                

            


            
                
                    20
                


                
                    

                

            


            
                
                

            

        

        


        
            interested.
            These charges will also be paid from the Plan assets, if available, unless the Plan
            Administrators decide otherwise.
        


        
             
        


        
            	
                        
                            
                            11.5
                        

                    	
                        
                            
                            Limit of Liability
                        

                    


        


        
             
        


        
            A trustee
            will not be liable for any breach of trust except wilful wrongdoing (but a paid trustee
            will also be liable for negligence).
        


        
             
        


        
            	
                        
                            
                            11.6
                        

                    	
                        
                            
                            Indemnity
                        

                    


        


        
             
        


        
            The
            Participating Companies will jointly and severally indemnify each of the trustees
            (except a paid trustee) against any expenses and liabilities which are incurred through
            acting as a trustee of the Plan but which cannot, for any reason, be met from the
            Plan’s assets. But this does not apply to expenses and liabilities which are
            incurred through wilful wrongdoing (or negligence in the case of a paid trustee) or
            covered by insurance under Rule
            11.7. The
            indemnity in this Rule
            11.6
            is in
            addition to and without prejudice to the right which the Trustees have under general
            law and the Trustee Act 2000 to be indemnified out of the Plan’s assets.
        


        
             
        


        
            	
                        
                            
                            11.7
                        

                    	
                        
                            
                            Insurance
                        

                    


        


        
             
        


        
            The
            Trustees may insure the Plan against any loss caused by it or any of its employees,
            officers, agents or delegates. They may also insure themselves and any of these persons
            against liability for breach of trust not involving wilful wrongdoing. Except in the
            case of a paid trustee, the premiums may be paid from the Plan assets.
        


        
             
        


        
            If the
            Trustees are insured, they will waive the protection of Rule
            11.5.
        


        
             
        


        
            	
                        
                            
                            11.8
                        

                    	
                        
                            
                            Personal Interest
                        

                    


        


        
             
        


        
            The
            Trustees and any director, officer or employee of a corporation acting as trustee, may
            be interested in any securities of a Participating Company or any company in which a
            Participating Company may be interested. Such person may enter into a contract with any
            such companies and will not be liable to account for any profits obtained.
        


        
             
        


        
            	
                        
                            
                            12
                        

                    	
                        
                            
                            Participating Companies 
                        

                    


        


        
             
        


        
            	
                        
                            
                            12.1
                        

                    	
                        
                            
                            Inclusion in the Plan
                        

                    


        


        
             
        


        
            An
            employer wishing to participate in the Plan must enter into a deed with the Company and
            the Trustees agreeing to comply with the rules of the Plan. The deed must be in a form
            agreed by HMRC.
        


        
             
        


        
            	
                        
                            
                            12.2
                        

                    	
                        
                            
                            Ceasing to participate
                        

                    


        


        
             
        


        
            Any
            Participating Company will cease to participate in the Plan:
        


        
             
        


        
            	 	
                        
                            
                            12.2.1
                        

                    	
                        
                            
                            when it ceases to be a Subsidiary; or
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            12.2.2
                        

                    	
                        
                            
                            if and during any times when the Plan Administrators decide that the
                            Plan will not apply to it. (But in making this decision the Plan
                            Administrators must ensure that the conditions in paragraph 10 of
                            Schedule 2 are still satisfied. These conditions are that the Plan must
                            not have any features which may discourage certain employees from
                            participating and that the Plan cannot benefit mainly directors or
                            higher paid employees).
                        

                    


        


        
             
        

        


        
            
                
                

            


            
                
                    21
                


                
                    

                

            


            
                
                

            

        

        


        
            	
                        
                            
                            13
                        

                    	
                        
                            
                            Changing the Rules 
                        

                    


        


        
             
        


        
            	
                        
                            
                            13.1
                        

                    	
                        
                            
                            Before HMRC approval
                        

                    


        


        
             
        


        
            Before
            HMRC approves the Plan under Schedule 2 the Plan Administrators can change the Rules as
            necessary in order to obtain approval.
        


        
             
        


        
            	
                        
                            
                            13.2
                        

                    	
                        
                            
                            After HMRC approval
                        

                    


        


        
             
        


        
            After the
            Plan is approved by HMRC, the Plan Administrators and the Trustees may, together by
            deed at any time, change the Plan Rules. But if a key feature of the Plan is to be
            changed at a time when the Plan is approved by HMRC under Schedule 2, and the approved
            status of the Plan is to be maintained, the change will not have effect until it has
            been approved by HMRC.
        


        
             
        


        
            A
            “key feature” is any provision needed to comply with the requirements of
            Schedule 2.
        


        
             
        


        
            The Plan
            Administrators must not make any changes to the Plan which would breach the rule
            against perpetuities (see Rule
            14.4).
        


        
             
        


        
            	
                        
                            
                            14
                        

                    	
                        
                            
                            Termination
                        

                    


        


        
             
        


        
            	
                        
                            
                            14.1
                        

                    	
                        
                            
                            Termination notice
                        

                    


        


        
             
        


        
            The
            Company in general meeting or the Plan Administrators may at any time resolve to
            terminate the Plan. If they so resolve, they must issue a termination notice and give
            it without delay to:
        


        
             
        


        
            	 	
                        
                            
                            14.1.1
                        

                    	
                        
                            
                            HMRC;
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            14.1.2
                        

                    	
                        
                            
                            the Trustees; and
                        

                    


        


        
             
        


        
            	 	
                        
                            
                            14.1.3
                        

                    	
                        
                            
                            all individuals who have Plan Shares, and all Employees who have
                            returned valid application forms but have not been awarded or allocated
                            any Shares.
                        

                    


        


        
             
        


        
            	
                        
                            
                            14.2
                        

                    	
                        
                            
                            Effect of termination notice
                        

                    


        


        
             
        


        
            Once the
            Trustees receive the termination notice, they must not award or acquire any more Shares
            on behalf of Participants.
        


        
             
        


        
            The
            Trustees must remove each Participant’s Plan Shares from the Plan by either
            transferring them or the proceeds of their sale to the Participant or as he may direct.
            (If the Participant has died, his personal representatives may give these
            instructions.) This should be done as soon as practicable once three months have passed
            from the date the termination notice was given under Rule
            14. But
            the Trustees may delay the removal of Plan Shares until this can be done without any
            liabilities to income tax under Sections 501 to 507 of ITEPA. The Trustees may also
            remove Plan Shares at an earlier time if the Participant agrees after receiving the
            termination notice.
        


        
             
        


        
            The
            Trustees must also pay to Participants, as soon as they receive the termination notice,
            any cash dividends they are holding (Rule
            6.3) or
            any Contributions they are holding (Rule
            5.7).
        


        
             
        


        
            	
                        
                            
                            14.3
                        

                    	
                        
                            
                            Surplus Assets
                        

                    


        


        
             
        


        
            Any
            surplus assets left after the Trustees have decided when Plan Shares will be removed
            under Rule
            14.2
            will be
            paid to a charity of the choice of the Trustees.
        

        


        
            
                
                

            


            
                
                    22
                


                
                    

                

            


            
                
                

            

        

        


        
            	
                    
                    14.4	
                        
                            
                            Perpetuity Period 
                        

                    


        


        
             
        


        
            The
            perpetuity period relating to the Plan is eighty years. The Trustees may not award
            Shares more than seventy six years after the date of these Plan rules.
        


        
             
        


        
            The end of
            the “perpetuity period” is the time by which Participants or other persons
            must have an interest in Shares, without risk of loss of any rights.
        


        
             
        


        
            	
                        
                            
                            15
                        

                    	
                        
                            
                            Governing Law 
                        

                    


        


        
             
        


        
            English
            law governs the Plan and its administration.
        


        
             
        


        
            Executed
            as a deed on
                           2007.
        


        
            

             
        


        
            
                
                    
                    

                


                
                    
                        23
                    


                    
                        

                    

                


                
                    
                    

                

            

        


        
            

        


        
             
        


        
            	
                        
                            
                            Executed as a deed by
                            
                            Morgan Stanley
                        


                        
                            
                            International Incorporated by:
                        


                        
                             
                        


                        
                            
                                
                                Authorised Signatory
                            


                            
                                 
                            


                            
                                
                                    
                                    Authorised Signatory
                                

                            

                        

                    	 


        


        
            

        


        
            

        


        
            

        

        


        
            
                
                

            


            
                
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                            THE COMMON SEAL of Hill Samuel
                        


                        
                            
                            ESOP Trustees Limited
                            
                            was put onto
                        


                        
                            
                            this deed in the presence of:
                        


                        
                             
                        


                        
                            
                                
                                Director
                            


                            
                                 
                            


                            
                                
                                    
                                    Secretary
                                

                            

                        

                    	 


        


        
            

        


        
             
        


        
            
                
                

            


            
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