EX-10.16.8



 





Exhibit 10.16.8




DATED
18th JANUARY 2008




 




 




BIWATER RETIREMENT AND SECURITY SCHEME




 




 




DEED OF ALTERATION




(dealing with changes to the partial winding-up rule

and the power of merger at the end of the Guarantee Period)





 









 








THIS
DEED OF ALTERATION is made the 18th day of
January 2008




PARTIES





	(1)	 	The Principal Employer

	 
	 	 	BIWATER PLC whose registered office is at Biwater House, Station Approach, Dorking, Surrey
RH4 1TZ






	(2)	 	The Trustees

	 
	 	 	TERENCE WILLIAM ALBERT BARKER of “the Willows”, 20 Holme Park, Upper Newbold, Chesterfield,
Derbyshire S41 8XB NORMAN ERIC DODD of 5 Ashworth Avenue, Urmston, Manchester M41 8TH
MARTIN ROBERT ANTHONY DUFFY of 4 Ashwood Park, Lower Road, Fetcham, Surrey KT22 9NT JOHN
ERNEST ALFRED KERSLAKE of Ivy House, Stack Hills Road, Todmorden, OL14 5QW ANTHONY JOHN
READ of 4 Hazlemere Drive, St Leonards, Ringwood, Hants and BARRY SHORT of 15 Rimbury Way,
Christchurch, Dorset BH23 2RQ





RECITALS





	A.	 	This Deed is supplemental (inter alia) to two editions of a Fifth Definitive Trust Deed, one
called the “Main Edition” made on 24 June 2003, and the other called the “ex-WCAPS Edition”
made on 1 April 2003, (together called “the Trust Deeds"), both with Rules attached (the “Main
Rules” and the “ex-WCAPS Rules” respectively, and together the “Rules"), as subsequently
amended, which constitute the current provisions of the Biwater Retirement and Security Scheme
(“the Scheme")






	B.	 	In accordance with Clause 24 of the Trust Deeds, the Trustees may amend the provisions of the
Scheme with the consent of the Principal Employer at any time by deed





C. The Trustees are the present trustees of the Scheme





	D.	 	The Principal Employer is considering an initial public offering (the “IPO”) of shares in
Cascal BV






	E.	 	Should the IPO proceed, the parties wish to amend the Main Rules and the ex-WCAPS Rules to
confirm that the continued participation of associated employers is permitted in certain
circumstances where they cease to be associated with the Principal Employer, and to remove the
provisions which enable the Main Section and the Water Company sub-Fund to be merged at the
end of the Guarantee Period (as defined in the Trust Deeds)





OPERATIVE PROVISIONS





	1.	 	The alterations to the Trust Deed and Rules under Clause 2
below shall be made only if any shares in Cascal BV are admitted to trading on the New York Stock Exchange in 2008 (the
“Condition”).






	2.	 	Subject to the Condition being satisfied, the Trustees, with the consent of the Principal
Employer, in exercise of the powers described in recital B above, hereby make the following
alterations to the Trust Deeds and the Rules with effect on and from the first date on which
the Condition is satisfied:






	 	(a)	 	Clause 2.5 in both the Main Rules and the ex-WCAPS Rules is deleted.





 




 1




 









 






	 	(b)	 	The definition of Guarantee Period in Rule 1 of both the Main Rules and the ex-WCAPS Rules is
amended by deleting the words “and ending on 31st July 2025”.
	 
	 	(c)	 	Rule 19.5 (Partial winding-up) in both the Main Rules and the ex-WCAPS Rules is amended by
inserting after the first paragraph a new second paragraph as follows:

	 
	 	 	 	“However, notwithstanding the fact that at any time an Associated Employer ceases to be
associated with the Employers or to have a permanent community of interest with any
Employer, the Principal Employer may direct that the Associated Employer may continue to
participate in the Scheme on such terms as the Principal Employer and the Associated
Employer agree, and that no winding up of the part of the Fund which is attributable to the
relevant Members shall take place at that time.”




This Deed may be executed in any number of counterparts which taken together shall constitute one
document, and any party may execute this Deed by signing any one or more such counterparts.



IN WITNESS of which the parties have executed this document as a deed on the date set out above.




EXECUTED as a deed on

behalf of BIWATER PLC by




Director  /s/
D. L. Magor




Secretary  /s/
M. R. A. Duffy




 




 




SIGNED AND DELIVERED as a deed by

TERENCE WILLIAM ALBERT BARKER  /s/ T. Barker

in the presence of



	 	 	 
	Witness name	 	Frank Carr
	 	 	 
	Witness signature	 	/s/ F. Carr
	 	 	 
	Witness address	 	20 Farlow Croft

High Green

Sheffield

S35 4DY





 









 





SIGNED AND DELIVERED as a deed by

NORMAN ERIC DODD  /s/ Norman Dodd

in the presence of



	 	 	 
	Witness name	 	Mark Studholme
	 	 	 
	Witness signature	 	/s/ M. Studholme
	 	 	 
	Witness address	 	1 Oakmount, Off Haslingden Road

Rawtenstall, Lancashire BB4 6SH




SIGNED AND DELIVERED as a deed by

MARTIN ROBERT ANTHONY DUFFY  /s/ M. R. A. Duffy

in the presence of



	 	 	 
	Witness name	 	Sheila Ann Cumper
	 	 	 
	Witness signature	 	/s/ S. A. Cumper
	 	 	 
	Witness address	 	27 Cleardene

Dorking

Surrey

RH4 2BY




SIGNED AND DELIVERED as a deed by

JOHN ERNEST ALFRED KERSLAKE  /s/ Signed

in the presence of



	 	 	 
	Witness name	 	Charlotte Starkey
	 	 	 
	Witness signature	 	/s/ C. Starkey
	 	 	 
	Witness address	 	14 Banbury Drive, West Timperley

Altrincham, Cheshire WA14 5BD





 









 








SIGNED AND DELIVERED as a deed by

ANTHONY JOHN READ  /s/ A. J. Read

in the presence of



	 	 	 
	Witness name	 	Sarah Davis
	 	 	 
	Witness signature	 	/s/ S. Davis
	 	 	 
	Witness address	 	57 Bronte Avenue

Christchurch

Dorset, BH23 2NB




SIGNED AND DELIVERED as a deed by

BARRY SHORT  /s/ B. Short

in the presence of



	 	 	 
	Witness name	 	Roger Blackie
	 	 	 
	Witness signature	 	/s/ R. Blackie
	 	 	 
	Witness address	 	10 St. Cleeve Way

Fernsdown

BH22 8LE