<Page>

                                                                   Exhibit 10.38
                               DATED 17 JULY 2002


                        (1) COVANCE LABORATORIES LIMITED

                           (2) HAZPEN TRUSTEES LIMITED


    =======================================================================

                      DEED OF AMENDMENT RELATING TO THE

                     COVANCE LABORATORIES PENSION SCHEME

    =======================================================================

<Page>

                                                                   Exhibit 10.38

                                DEED OF AMENDMENT

                                 RELATING TO THE

                       COVANCE LABORATORIES PENSION SCHEME

THIS DEED OF AMENDMENT is made on 17 July 2002

BETWEEN

(1)     COVANCE LABORATORIES LIMITED (formerly known as Hazleton Europe Limited
        and Corning Hazleton Limited) (No. 1171833) whose registered office is
        at Otley Road, Harrogate, North Yorkshire HG3 1PY (the "PRINCIPAL
        EMPLOYER");

(2)     HAZPEN TRUSTEES LIMITED (No. 1653331) whose registered office is at the
        aforesaid Otley Road (the "TRUSTEES");

RECITALS

(A)     This Deed is supplemental to a trust deed dated 15 July 1974 (the
        "INTERIM DEED") by which the Principal Employer established a retirement
        and death benefits scheme called Covance Laboratories Pension Scheme
        (formerly known as the Hazleton UK Retirement Benefits Scheme) (the
        "SCHEME") the purpose of which is to provide relevant benefits (as
        defined in section 612(1) of the Income and Corporation Taxes Act 1988)
        and a trust deed dated 6 October 2000 by which the Scheme is governed
        (the "DEFINITIVE DEED").

(B)     By clause 2.4 of the Definitive Deed the Trustees with the consent of
        the Principal Employer have power to add, alter, or modify the trusts of
        the Scheme.

(C)     the Trustees wish to alter the provisions of the Scheme in the way set
        out below and the Principal Employer consents to the alterations, as is
        shown by its execution of this Deed.

(D)     The Trustees are satisfied that the certification requirements under
        section 67 (restriction on powers to alter schemes) of the Pensions Act
        1995 have been met.

IT IS AGREED AND DECLARED as follows:-

1.      Pursuant to the powers recited in (B) above and any and all other
        enabling powers the Trustees amend the Scheme as follows and by its
        execution of this Deed the Principal Employer hereby consents to those
        amendments:-

1.1     Clause 11.1.1 (b) is deleted in its entirety and replaced with the
        following clause 11.1.1 (b)

        "11.1.1 (b) Effective from 1 September 2002 any Employee who has not
                    prior to that date become a Pensionable Member of the
                    Scheme shall not be permitted to become a Pensionable
                    Member under the Scheme."

1.2     In clause 12.2.1:

        1.2.1   at the beginning of that clause add the words "With effect from
                1 September 2002 and";

        1.2.2   after the words "every Pensionable Member" add the words "who
                will accrue benefits in accordance with clause 13.1.2";

<Page>

                                                                   Exhibit 10.38

1.3     Clause 12.2.2 shall be renumbered as clause 12.2.3 and the following new
        clause 12.2.2 shall be added immediately following clause 12.2.1:-

        "12.2.2 with effect from 1 September 2002 any Pensionable Member may, at
                the discretion and with the consent of the Principal Employer,
                accrue benefits under the Scheme in accordance with clause
                13.1.1 and subject to clause 11.2 and Appendix 3 every such
                Pensionable Member shall contribute to the Scheme at the rate
                notified to the Pensionable Members from time to time by the
                Principal Employer, while in Pensionable Service, up to the date
                of the beginning of the Scheme Year prior to Normal Retirement
                Date."

1.4     The first paragraph of clause 13.1 shall be renumbered as clause 13.1.1
        and there shall be added after the words "Pensionable Service" the words
        "accrued prior to 1 September 2002" there shall be added after that
        clause 13.1.1 the following additional clause 13.1.2 and 13.1.3:-

        "13.1.2 Each Pensionable Member who has contributed in accordance with
                clause 12.2.1 and who leaves service at Normal Retirement Date
                shall receive an annual pension calculated as one eightieth of
                Final Pensionable Salary for each completed year (and
                proportionately for each additional complete calendar month) of
                Pensionable Service accrued after 1 September 2002 (up to a
                maximum of forty years)."

        13.1.3  Each Pensionable Member who has contributed in accordance with
                clause 12.2.2 and who leaves Service at Normal Retirement Date
                shall receive an annual pension calculated as one sixtieth of
                Final Pensionable Salary for each complete year (and
                proportionately for each additional complete calendar month) of
                Pensionable Service accrued after 1 September 2002 (up to a
                maximum of forty years)."

EXECUTED AS A DEED by the parties hereto on the date which first appears in this
deed.


EXECUTED  (but  not  delivered  until  the  date  )
hereof) AS A DEED by                              )
COVANCE LABORATORIES LIMITED                      )
acting by two directors or one                    )
director and a secretary:-                        )
                                                  )
                                                  )

Director

Director/Secretary

EXECUTED  (but  not  delivered  until  the  date  )
hereof) AS A DEED by                              )
HAZPEN TRUSTEES LIMITED                           )
acting by two directors or one                    )
director and a secretary:-                        )
                                                  )
                                                  )
Director

Director/Secretary

<Page>

                                                                   Exhibit 10.38

                              DATED 6 OCTOBER 2000


                          COVANCE LABORATORIES LIMITED

                                      -AND-

                             HAZPEN TRUSTEES LIMITED

                                     - AND -

                COVANCE CLINICAL & PERIAPPROVAL SERVICES LIMITED

                                     - AND -

                     COVANCE CLINICAL RESEARCH UNIT LIMITED


                        ================================

                              DEFINITIVE TRUST DEED
                                  GOVERNING THE
                       COVANCE LABORATORIES PENSION SCHEME

                        ================================


                              (alpha beta symbols)


                                 41 PARK SQUARE
                                     LEEDS
                                     LS1 2NS
                               TEL: 0113 244 5000
                               FAX: 0113 244 8000

<Page>

                                                                   Exhibit 10.38

                                    CONTENTS

<Table>
<Caption>
CLAUSE                                                                      PAGE
<S>       <C>                                                                <C>
1.        Interpretation                                                      1
2.        Constitution                                                        8
3.        Application of the Fund                                            10
4.        Trustees                                                           14
5.        Administration                                                     17
6.        Payment of Benefits                                                20
7.        General Provisions Affecting Members and Beneficiaries             21
8.        Transfers                                                          23
9.        Reorganisations of the Scheme                                      24
10.       Termination of the Scheme                                          26
11.       Membership                                                         30
12.       Contributions                                                      32
13.       Benefits on Retirement                                             35
14.       Benefits on Death                                                  38
15.       Benefits on Withdrawal                                             42
16.       Additional and Special Benefits                                    45
17.       Overriding Maximum and Minimum Benefits                            47
</Table>

<Page>

                                                                   Exhibit 10.38

                              DEFINITIVE TRUST DEED

                                 RELATING TO THE

                       COVANCE LABORATORIES PENSION SCHEME

THIS DEFINITIVE TRUST DEED is made on 6 October 2000

BETWEEN:-

(1)     COVANCE LABORATORIES LIMITED (No. 1171833) (previously known as Hazleton
        Europe Limited and Corning Hazleton Limited) whose registered office is
        at Otley Road, Harrogate, North Yorkshire HG3 1PY (the "PRINCIPAL
        EMPLOYER");

(2)     HAZPEN TRUSTEES LIMITED (No 1653331) whose registered office is the same
        as that of the Principal Employer (the "TRUSTEES" which expression shall
        include the trustee or trustees for the time being of the Scheme); and

(3)     COVANCE CLINICAL & PERIAPPROVAL SERVICES LIMITED (No 2022667) whose
        registered office is at 7 Roxborough Way, Maidenhead, Berkshire SL6 3UD
        and COVANCE CLINICAL RESEARCH UNIT LIMITED (No 6255166) whose registered
        office is at Springfield House, Hope Street, Leeds LS2 9NG (the "NEW
        EMPLOYERS").

RECITALS:-

(A)     By a trust deed dated 15 July 1974 (the "Interim Trust Deed") the
        Principal Employer established a retirement and death benefits scheme
        called the Covance Laboratories Pension Scheme (formerly the Hazleton UK
        Retirement Benefits Scheme) (the "SCHEME") which is governed by a trust
        deed dated 28 November 1994 (the "PRINCIPAL DEED") and the purpose of
        which is to provide relevant benefits (as defined in section 612(1) of
        the Income and Corporation Taxes Act 1988).

(B)     The Trustees are the present trustees of the Scheme.

(C)     This Deed is supplemental inter alia to the deeds listed in Appendix 1.

(D)     The Trustees wish to alter the provisions of the Scheme in the way set
        out below and the Principal Employer consents to the alterations, as is
        shown by its execution of this Deed.

(E)     The Trustees are satisfied that the certification requirements under
        section 67 (restriction on powers to alter the schemes) of the Pensions
        Act 1995 have been met.

(F)     The New Employers wish to participate in the Scheme and this Deed is
        intended to adhere the New Employers to the Scheme.

IT IS HEREBY DECLARED:-

1.      INTERPRETATION

1.1     DEFINITIONS

        1.1.1   In this deed the following words and expressions shall, except
                where the context otherwise requires, have the following
                meanings:-

                                        1
<Page>

                                                                   Exhibit 10.38

          "ACTUARY"                     the Fellow of the Institute of Actuaries
                                        or of the Faculty of Actuaries appointed
                                        for the purpose of the Scheme by the
                                        Trustees

          "APPROVAL"                    approval of the Board of Inland Revenue
                                        and treatment as an exempt approved
                                        scheme under Chapter I of Part XIV of
                                        the 1988 Act of the Scheme and, where
                                        the context requires, of other
                                        Retirement Benefits Scheme

          "APPROVED POLICY"             means a  policy  of  insurance  or
                                        annuity contract purchased from an
                                        Insurance Company which satisfies the
                                        requirements of section 19 of the 1993
                                        Act, the Occupational Pension Schemes
                                        (Discharge of Liability) Regulations
                                        1997 and regulations 6 or 9 of the
                                        Occupational Pension Schemes
                                        (Preservation of Benefits) Regulations
                                        1991 if applicable and which provides
                                        benefits (whether immediate, contingent
                                        or deferred) in place of the benefits
                                        for and in respect of the Member under
                                        the Scheme (and which may be different
                                        from those benefits)

          "BENEFICIARIES"               Members and all other persons presently,
                                        prospectively or contingently entitled
                                        to benefits under the Scheme

          "CLASS A MEMBER"              has the meaning given to it in
                                        Appendix 3

          "CONTRACTED-OUT SERVICE"      means Service with an Employer which is
                                        contracted-out employment by reference
                                        to the Scheme as defined in section 8 of
                                        the 1993 Act together with any period of
                                        employment linked by a transfer payment
                                        under the provisions of Clause 8 of this
                                        Deed which was contracted-out employment
                                        as so defined

          "DEPENDANT"                   in relation to a Member, the spouse,
                                        widow, widower or Dependent Child of the
                                        Member and any natural person (including
                                        a child whether or not a Dependent
                                        Child) who in the opinion of the
                                        Trustees is (or was at the date of the
                                        Member's death) wholly or partially
                                        financially dependent on the Member and
                                        for this purpose the Trustees may in
                                        their discretion consider a person to
                                        have been financially dependent on a
                                        deceased Member if the person and the
                                        Member were financially interdependent
                                        at the time of the Member's death e.g.
                                        where the person relied upon a second
                                        income to maintain a standard of living
                                        which had depended on joint income

                                        2
<Page>

                                                                   Exhibit 10.38

                                        prior to the Member's death

          "DEPENDENT CHILD"             in relation to a Member,  a person who
                                        is (a) a child or adopted child of the
                                        Member but excluding an illegitimate
                                        child of the Member unless the Trustees
                                        in their absolute discretion decide
                                        otherwise or any other person who was at
                                        the date of the Member's death living as
                                        a child of the Member's family and (b)
                                        in each case, is under the age of 18 or,
                                        in the opinion of the Trustees, is still
                                        in full time education or full time
                                        vocational training

          "DISCLOSURE REGULATIONS"      the Occupational Pension Schemes
                                        (Disclosure of Information) Regulations
                                        1996

          "EMPLOYEE"                    an employee or director in Service
                                        (other than an employee whose employment
                                        is of a temporary or casual nature)

          "EMPLOYERS"                   the Principal Employer, the New
                                        Employers and the other employers which
                                        are from time to time admitted to
                                        participation in the Scheme pursuant to
                                        Clause 9.1 and, in relation to an
                                        individual in an employment, the
                                        Employer shall be that one of the
                                        Employers which employs him or her in
                                        that employment or which employed him or
                                        her at the relevant time

          "FINAL PENSIONABLE SALARY"    In respect of a Member means the highest
                                        Pensionable Salary calculated at the
                                        beginning of any Scheme Year in the five
                                        years ending with the Pensionable salary
                                        calculated at the beginning of the
                                        Scheme Year in which falls the Member's
                                        Normal Retirement Date or date or death
                                        or of leaving Pensionable Service if
                                        earlier. In the case of a Class A Member
                                        Final Pensionable Salary shall not
                                        exceed the permitted maximum as defined
                                        in section 590(2) of the Income and
                                        Corporation Taxes Act 1988

          "FORMER SCHEME"               The Federated Pension Scheme for the
                                        Tobacco Research Council FPS 1613
                                        established by an interim trust deed
                                        dated 11 May 1967

          "FORMER SCHEME MEMBER"        a Member who became a Pensionable
                                        Member on 1 August 1974 and who, on 31
                                        July 1974, was a member of the Former
                                        Scheme and who signed an agreement
                                        relinquishing all rights in the Former
                                        Scheme in consideration of a transfer
                                        payment in

                                        3
<Page>

                                                                   Exhibit 10.38

                                        respect of those rights being made to
                                        the Scheme and for whom a transfer
                                        payment from the Former Scheme was
                                        received by the Scheme

          "FUND"                        all the cash and other assets from time
                                        to time held by or on behalf of the
                                        Trustees for the purposes of the Scheme

          "GROUP COMPANY"               (a) the Principal Employer;

                                        (b) any holding company for the time
                                            being of the Principal Employer; and

                                        (c) any subsidiary for the time being of
                                            the Principal Employer or any such
                                            holding company,

                                        and "holding company" and "subsidiary"
                                        shall have the meanings respectively
                                        given by section 736 of the Companies
                                        Act 1985

          "GMP"                         has the meaning given to it in
                                        Appendix 2

          "INLAND REVENUE LIMITS"       the limits specified by the Board of
                                        Inland Revenue set out in Appendix 3

          "INSURANCE COMPANY"           any insurance company as defined in the
                                        Insurance Companies Act 1982 which is
                                        authorised by or under section 3 and 4
                                        of that Act to carry on ordinary
                                        long-term insurance business as defined
                                        in that Act or a friendly society
                                        enabled under regulations made under
                                        section 162(1) of the 1993 Act or under
                                        section 158 of the Pension Schemes
                                        (Northern Ireland) Act 1993 to conduct
                                        such business as is described in that
                                        section or article

          "LIFE ASSURANCE SALARY"       means the figure established in respect
                                        of a Life Member or Pensionable Member
                                        on the Member's date of death. The
                                        figure is the basic annual salary from
                                        the Employers.

                                        In the case of a Category A Member Life
                                        Assurance Salary for the purpose of
                                        determining a Member's benefits under
                                        the Scheme, shall not exceed the
                                        permitted maximum as defined in section
                                        590(2) of the Income and Corporation
                                        Taxes Act 1988

          "LIFE MEMBER"                 a person admitted to membership of the
                                        Scheme as a Life Member under Clause
                                        11.1(a)(ii), Clause 11.1.5 or Clause
                                        11.1.6

          "LOWER EARNINGS LIMIT"        has the meaning  given to it in
                                        section 5(1) of

                                        4
<Page>

                                                                   Exhibit 10.38

                                        the Social Security Contributions and
                                        Benefits Act 1992

          "MEMBER"                      a person  admitted  to  membership of
                                        the Scheme so long as any benefits are
                                        or may be payable to or in respect of
                                        him or her under the Scheme and any
                                        other person for whom benefits are
                                        provided under the Scheme by virtue of
                                        any benefits granted to that person
                                        pursuant to Clause 8.1 or Clause 14.6 or
                                        any similar facility in the Previous
                                        Provisions

          "NORMAL RETIREMENT DATE"      in relation to a Member means his or her
                                        60th birthday

          "PENSIONABLE MEMBER"          a person admitted to membership as a
                                        Pensionable Member of the Scheme under
                                        Clause 11.1(a)(i), Clause 11.1(b) or
                                        Clause 11.1.6 until the effective date
                                        of any notice given under Clause
                                        11.1.6or the date on which he or she
                                        leaves Service, whichever is the earlier

          "PENSIONABLE SALARY"          means the figure established in respect
                                        of a Pensionable Member on joining the
                                        Scheme and subsequently at the beginning
                                        of each Scheme Year. The figure remains
                                        unchanged until the beginning of the
                                        following Scheme Year. The figure is the
                                        basic annual salary less, for the
                                        purposes of calculating benefits in
                                        respect of any period of Pensionable
                                        Service on and after 1 July 1978, an
                                        amount equal to two-thirds of the annual
                                        equivalent of the basic State pension
                                        for a single person applicable at the
                                        beginning of the relevant Scheme Year.

                                        On and after 17 March 1987 the
                                        definition shall not include in any
                                        case:-

                                        (a)  anything in respect of which tax is
                                             chargeable under Schedule E and
                                             which arises from the acquisition
                                             or disposal of shares or an
                                             interest in shares or from a right
                                             to acquire shares but only where
                                             the shares or an option or other
                                             interest in shares was acquired on
                                             or after 17 March 1987, or

                                        (b)  anything in respect of which tax is
                                             chargeable by virtue of Section 148
                                             of the Income and Corporation Taxes
                                             Act 1988

                                        In the case of a Class A Member
                                        Pensionable

                                        5
<Page>

                                                                   Exhibit 10.38

                                        Salary, for the purposes of determining
                                        a Member's benefits under the Scheme,
                                        shall not exceed the permitted maximum
                                        as defined in section 590C(2) of the
                                        Income and Corporation Taxes Act 1988

          "PENSIONABLE SERVICE"         in relation to a Member the number of
                                        complete years and additional completed
                                        months of Service (any part completed
                                        month counting as a whole month) with an
                                        Employer from the last or only date of
                                        joining the Scheme as a Pensionable
                                        Member up to Normal Retirement Date
                                        together with, in the case of a Former
                                        Scheme Member, the last or only period
                                        of continuous service with the Tobacco
                                        Research Council counting from the first
                                        day of the month in which he entered
                                        such service up to the 31 July 1974 but
                                        excluding any such service which is or
                                        was pensionable under the Federated
                                        Superannuation System for Nurses.

                                        The calculation of Pensionable Service
                                        shall include such extra credits as have
                                        been awarded to the Member under the
                                        provisions of this Deed.

                                        Any Member or Life Assurance Member who
                                        is deemed to have become a Member of the
                                        Scheme on or after 1 June 1989 by reason
                                        of an election pursuant to the
                                        provisions of the Scheme shall not be so
                                        treated for the purpose of calculating
                                        the length of his Pensionable Service

          "PERMITTED MAXIMUM"           has the same meaning as in
                                        section 590C(2) of the 1998 Act

          "PERSONAL PENSION SCHEME"     a personal  pension  scheme as defined
                                        in section 181 of the 1993 Act

          "PRINCIPAL EMPLOYER"          Covance Laboratories Limited (registered
                                        number 1171833) or its replacement for
                                        the time being in accordance with the
                                        Trust Deed

          "PREVIOUS PROVISIONS"         the provisions governing the Scheme
                                        (whether set out in the documents listed
                                        in Appendix 1 or otherwise) before the
                                        execution of the Trust Deed

          "QUALIFYING SERVICE"          shall be construed in accordance with
                                        the 1993 Act

          "RETIREMENT BENEFITS SCHEME"  a scheme for the  provision  of relevant
                                        benefits

                                        6
<Page>

                                                                   Exhibit 10.38

                                        as defined in Chapter I of Part XIV of
                                        the 1988 Act

          "SCHEME"                      The Covance Laboratories Pension Scheme
                                        established by the Interim Trust Deed
                                        and governed by the Trust Deed and,
                                        where appropriate, includes the Trustees

          "SCHEME YEAR"                 the period of a year beginning on 1 July
                                        in any year

          "SEGREGATED FUND"             that part of the Fund  which  represents
                                        or derives from:-

                                        (a)  a Member's voluntary contributions
                                             to the Scheme, and

                                        (b)  a part of a transfer payment
                                             received by the Trustees from
                                             another Retirement Benefits Scheme
                                             which was attributable to voluntary
                                             contributions made or deemed to be
                                             made to that scheme and which was
                                             segregated from the other assets of
                                             that scheme,

                                        and which the Trustees have determined
                                        shall be used to provide benefits
                                        otherwise than by enhancing a Member's
                                        Pensionable Service

          "SERVICE"                     service in the  employment  of, or as an
                                        executive or non-executive director or
                                        other officer of, any of the Employers

          "SHORT SERVICE BENEFIT"       means the pension benefits to which a
                                        Member with appropriate qualifying
                                        service becomes entitled in accordance
                                        with Clause 15 of this Deed

          "STATE PENSION AGE"           age 65 in the  case of a man  and age 60
                                        in the case of a woman

          "TRUST DEED"                  this Deed (including the Appendices) and
                                        any other trust deed governing the
                                        Scheme (as amended from time to time)

          "TRUSTEES"                    the trustee or trustees for the time
                                        being of the Scheme

          "20% DIRECTOR"                a director of one or more of the
                                        Employers who either alone or together
                                        with his or her spouse and minor
                                        children is or becomes the beneficial
                                        owner of shares which, when added to any
                                        shares held by the trustees of any
                                        settlement to which the director or his
                                        or her spouse had transferred assets,
                                        carry more than

                                        7
<Page>

                                                                   Exhibit 10.38

                                        twenty percent of voting rights in that
                                        Employer or in any company which
                                        controls that Employer

          "1988 ACT"                    the Income and Corporation Taxes Act
                                        1988

          "1993 ACT"                    the Pension Schemes Act 1993

          "1995 ACT"                    the Pensions Act 1995

        1.1.2   Words and expressions used in the Trust Deed which are not
                defined in Clause 1.1.1 shall except where the context otherwise
                requires have the same meaning as in the 1993 Act.

        1.1.3   Except where the context otherwise requires, any reference to an
                enactment or regulation is a reference to it as already amended
                and includes a reference to any repealed enactment or regulation
                which it may re-enact or otherwise replace, with or without
                amendment, and to any future re-enactment, replacement and/or
                amendment of it, and to any current enactment which has not yet
                been repealed but which will be repealed by the enactment
                referred to when the latter comes into force.

        1.1.4   The singular includes the plural (and vice versa) the masculine
                includes the feminine (and vice versa) except that the word
                "male" does not include the word "female" and the word "widow"
                does not include the word "widower".

        1.1.5   The headings in the Trust Deed shall be ignored for
                interpretation purposes.

1.2     POWERS OF TRUSTEES

        The discretions and powers conferred on the Trustees are absolute and
        unfettered and, except where the context otherwise requires, independent
        of every other discretion, power or duty conferred on the Trustees. The
        Trustees shall not be obliged to give any Member or any of the
        Beneficiaries or Employers any reason or justification for any exercise
        of any discretion or power.

2.      CONSTITUTION

2.1     ADOPTION OF THE TRUST DEED

        2.1.1   The Principal Employer and the Trustees hereby replace the
                provisions currently governing the Scheme (whether set out in
                the documents listed in Appendix 1 or otherwise) by the
                provisions of this Deed (the "Trust Deed") including the
                Appendices subject to the conditions set out in 2.1.2 and 2.1.3.

        2.1.2   All deeds, resolutions or agreements executed pursuant to the
                previous governing documents of the Scheme shall continue to
                have effect except to the extent that they are incompatible with
                the Trust Deed or deeds, resolutions or agreements executed
                pursuant to and/or in amendment of the Trust Deed.

        2.1.3   Parts 13, 14 and 15 of the Trust Deed shall not affect:-

                (a)  any benefit in payment;

                                        8
<Page>

                                                                   Exhibit 10.38

                (b)  any benefit which may hereafter  become  payable in
                     consequence of a period of Pensionable Service which had
                     ended;

                (c)  any benefit payable in consequence of a death which had
                     occurred before the date of the Trust Deed. These benefits
                     shall continue on the same basis as if these Parts of the
                     Trust Deed had not been adopted. All other Parts of the
                     Trust Deed (including, without prejudicing the generality
                     of  this statement, Clause 2.4, Parts 6, 7 and 16) shall
                     apply to these benefits.

2.2     NAME OF THE SCHEME

        The Scheme is known as the Covance Laboratories Pension Scheme.

2.3     THE ADMINISTRATOR

        The Trustees shall be the administrator of the Scheme for the purpose of
        Chapter I of Part XIV of the 1988 Act.

2.4     AMENDMENTS

        The Trustees may with the consent of the Principal Employer at any time
        (whether before or after the commencement of the winding up of the
        Scheme) amend, modify, add to or replace all or any of the trusts,
        powers or provisions of the Trust Deed by deed and such deed may have
        retrospective effect. No such amendment, modification, addition or
        replacement shall affect in any way prejudicially:-

        2.4.1   any pension already in payment under the Scheme; or

        2.4.2   any rights and interests of any Member or persons claiming
                through him or her insofar as such rights and interests concern
                benefits secured in the terms of the Scheme on the date before
                the date on which the proposed amendment cancellation or
                addition is to be made without the Member's consent in writing;
                or

        2.4.3   Inland Revenue approval of the Scheme; or

        2.4.4   have effect if it would breach section 67 of the 1995 Act
                (restriction on powers to alter schemes), which imposes
                restrictions on amendments which would or might affect any
                entitlement or accrued right under the Scheme.

        The Trustees shall notify in writing each Member affected by any such
        amendment, cancellation or addition as aforesaid.

2.5     THE NEW EMPLOYERS

        2.5.1   The New Employers hereby covenant with the Principal Employer
                and the Trustee to observe and perform the provisions of the
                Scheme from time to time in so far as they ought to be performed
                or observed by the New Employers as Participating Employers (as
                hereinafter defined) and covenant with the Trustees to pay
                punctually to the Trustee all contributions to the Scheme and
                any other payments which become due from them to the Scheme

        2.5.2   The New Employers are hereby admitted to participate in the
                Scheme as Participating Employers with effect from 27 June 1998.

                                        9
<Page>

                                                                   Exhibit 10.38

2.6     UNDERTAKINGS

        2.6.1   The Trustees may, subject to the consent of the Principal
                Employer, enter into such undertakings as the Trustees consider
                appropriate for furthering the purposes of the Scheme and the
                provisions of the Trust Deed shall be deemed to be altered, to
                such extent as the Trustees consider necessary to give effect to
                the terms of any such undertakings aforesaid.

        2.6.2   The Principal Employer and the Trustees undertake to make any
                amendments to the Trust Deed which may be required to obtain
                Approval.

2.7     PROPER LAW

        The Trust Deed is in all respects governed by, and shall be interpreted
        in accordance with the law of England.

3.      APPLICATION OF THE FUND

3.1     USE OF THE FUND

        3.1.1   The Trustees shall continue to pay out of the Fund held by them
                on irrevocable trust the benefits for which the Scheme provides
                and the expenses properly incurred by the Trustees. Any such
                expenses and benefits may be paid in full as and when they
                become payable without regard to the sufficiency of the Fund to
                meet any other expenses or benefits whether payable presently,
                prospectively or contingently. The Trustees need not distinguish
                between capital and income of the Fund for any purpose.

        3.1.2   None of the Beneficiaries shall have any interest in any part of
                the Fund constituting an actuarial or other surplus except for
                benefit entitlements in accordance with the Trust Deed.

3.2     INVESTMENT OF THE FUND

        3.2.1   The Trustees shall, subject to Clause 3.2.2, have power to
                invest or apply all or part of the Fund in or towards acquiring
                (whether in the name of the Trustees alone or jointly with other
                persons who may include any Group Company) any form of right,
                interest or property (wherever situated in the world, whether
                tangible or intangible, moveable or immovable and whether or not
                it produces income or is of a terminable, wasting or
                reversionary nature or is in bearer form or is authorised by law
                for the investment of trust moneys). In particular the Trustees
                may:-

                (a)  make loans (whether secured or unsecured) to any person or
                     body of persons at rates of interest (if any) and upon such
                     terms as the Trustees think fit;

                (b)  acquire options, financial futures and other contractual
                     rights and interests in all forms of real and personal
                     property;

                (c)  undertake stock lending, underwriting, sub-underwriting or
                     guaranteeing the subscription of any stocks, shares,
                     debenture stocks or other investments;

                (d)  retain or place any moneys on deposit or current account
                     with any bank, building society, local authority or finance
                     company and for such periods

                                       10
<Page>

                                                                   Exhibit 10.38

                     as they shall think fit at rates of interest (if any) and
                     upon such terms as the Trustees think fit; and

                (e)  invest in, or enter into contracts with one or more
                     Insurance Companies which provide managed funds, unit
                     trusts, mutual funds and/or annuity or assurance policies
                     upon such terms as to sale and surrender as the Trustees
                     think fit.

                The Trustees may also realise, exchange and otherwise deal with
                such property at such time and in such manner as the Trustees
                think fit and may apply any cash within the Fund in maintaining,
                developing, improving or otherwise enhancing the value of all or
                part of the Fund to the intent that the Trustees shall have all
                powers relating to such property which they might exercise if
                they were absolutely and beneficially entitled to the Fund.

        3.2.2   The Trustees shall not apply more than five per cent of the Fund
                in or towards:-

                (a)  shares, securities, stocks, bonds and debentures issued by
                     any Group Company;

                (b)  any interest in land or property owned or occupied  by any
                     Group Company or the development and improvement of such
                     land or property;

                (c)  any other employer-related investments as described under
                     section 40 (restriction on employer-related investments) of
                     the 1995 Act,

                and the Trustees shall not apply any part of the Fund in or
                towards making loans (whether secured or unsecured) to any Group
                Company or any other investment prohibited under the said
                section 40, except that, where such loan or investment was made
                prior to 6 April 1997, the loan or investment may be held until
                6 April 2002 or the earliest date on which dis-investment may be
                effected in accordance with regulations made under the said
                section 40.

        3.2.3   The Trustees shall from time to time consult the Principal
                Employer on the investment policy of the Fund.

        3.2.4   In respect of any period when section 35 of the 1995 Act
                (investment principles) applies to the Scheme the Trustees shall
                secure that there is prepared, maintained and from time to time
                revised a written statement (which meets the requirements of
                that section) of the principles governing decisions about
                investments for the purposes of the Scheme, and take such advice
                as may be required by law in the securing of such a statement.

        3.2.5   In respect of any period when section 36 of the 1995 Act
                (choosing investments) applies to the Scheme, the Trustees will
                only exercise their powers of investment set out in the Deed in
                accordance with this Clause, and will appoint any investment
                managers on terms which require the investment managers to
                observe the requirements of that section and of this Clause.

                (a)  The Trustees and any such managers will, and they will take
                     reasonable steps to ensure that any investment managers
                     they appoint will, have regard:-

                     (i)   to the need for diversification of investments so far
                           as  appropriate  to the circumstances of the Scheme;
                           and

                                       11
<Page>

                                                                   Exhibit 10.38

                     (ii)  to the suitability to the Scheme of investments of
                           the description of investment proposed and of the
                           investment proposed as an investment of that
                           description.

                (b)  Before investing in any manner (other than in a manner
                     mentioned in part 1 of schedule 1 to the Trustee
                     Investments Act 1961) the Trustees will obtain and consider
                     advice from a duly authorised person (as referred to in
                     paragraph (a) of sub-section 36(6) of the 1995 Act), which
                     shall be confirmed subsequently in writing, on the question
                     of whether the investment is satisfactory having regard to
                     Clause 3.2.5 (a) and the statement of investment principles
                     referred to in Clause 3.2.4.

                (c)  In retaining any investment the Trustees will determine at
                     what intervals, the circumstances, and in particular the
                     nature of the investment, make it desirable to obtain such
                     advice as is mentioned in Clause 3.2.5(b), and they will
                     obtain and consider such advice accordingly.

                (d)  The Trustees shall (and they shall appoint any investment
                     manager on terms which require that the investment manager
                     will) exercise the Trustees' powers of investment with a
                     view to giving effect to the statement of investment
                     principles referred to in Clause 3.2.5(a), so far as
                     reasonably practicable.

3.3     USE OF NOMINEES AND SAFE CUSTODY

        3.3.1   The Fund shall, except to the extent that it is in bearer form,
                be held in the name of the Trustees or in the name of one or
                more nominees for and on behalf of the Trustees.

        3.3.2   The Trustees (or any nominee) may place any title documents
                relating to the Fund with any person the Trustees (or the
                nominee) think fit. The documents will be held to the order of
                the Trustees and the Trustees shall not be responsible for the
                loss or destruction of the documents.

        3.3.3   In respect of any period when section 49 of the 1995 Act (other
                responsibilities of trustees, employers, etc) applies to the
                Scheme the Trustees will to the extent required by that section
                place any money received by them in a separate account at an
                institution authorised under the Banking Act 1987.

3.4     POWER TO INSURE

        The Trustees may insure (at the expense of the Fund) any asset comprised
        in the Fund on such terms and for such amount as they think fit. Any
        insurance money received may be used by the Trustees to restore the
        asset concerned, or shall be applied by the Trustees as if it were the
        proceeds of the sale of the asset.

3.5     POWER TO BORROW

        The Trustees may borrow money or otherwise receive credit for the
        purposes of the Fund or for the purpose of acquiring any form of
        property authorised by Clause 3.2.1 and may secure repayment thereof in
        such manner as they think fit by charging or mortgaging all or any part
        of the Fund.

                                       12
<Page>

                                                                   Exhibit 10.38

3.6     DONATIONS

        The Trustees may accept (and may renounce) any donations or gifts for
        any of the purposes of the Scheme.

3.7     INVESTMENT MANAGER

        3.7.1   The Trustees may from time to time appoint one or more
                investment managers in respect of one or more parts or all of
                the Fund. The Trustees shall ensure there is at least one
                investment manager when this is required by section 47 of the
                1995 Act (professional advisors). The Trustees may remove any
                investment manager. The Trustees may empower each investment
                manager:-

                (a)  to exercise or to carry out the powers of investment and
                     other powers of the Trustees set out in this Part 3 of the
                     Trust Deed;

                (b)  to hold any part of the Fund in its name or in the name of
                     its nominee;

                (c)  to open and operate bank accounts as the investment manager
                     shall see fit; and

                (d)  to sub-delegate any or all of the powers vested in it.

        3.7.2   The Trustees may pay each investment manager appointed under
                Clause 3.7.1 such remuneration as the Trustees shall decide and
                the Trustees shall not be liable for the default of any
                investment manager appointed or employed in good faith or for
                any loss arising out of the actions or advice of an investment
                manager, its nominee or sub-delegate.

        3.7.3   In the circumstances set out in section 34(4) of the 1995 Act
                (power of investment and delegation), the Trustees shall not be
                responsible for the act or default of any investment manager.

3.8     COMMON INVESTMENT SCHEMES

        The Trustees may from time to time participate in any common investment
        scheme with the trustees of any other Retirement Benefits Scheme. The
        Trustees may delegate to the trustees or administrator of any common
        investment scheme in which it is participating all or any of the powers,
        duties and discretions conferred on the Trustees and in particular:-

        3.8.1   may authorise the sub-delegation of any or all of those powers
                to officers or employees of the trustees or administrator, to
                investment managers appointed by the trustees or administrator
                and may authorise those investment managers to sub-delegate;

        3.8.2   may make whatever arrangements they think fit for the holding of
                the assets of the common investment scheme and for the valuation
                and realisation of the Fund's share of or interest in those
                assets;

        3.8.3   may remunerate and give indemnities to the trustees or
                administrator and/or their or its delegates and sub-delegates.

                                       13
<Page>

                                                                   Exhibit 10.38

3.9     INDEMNITY IN RELATION TO PROPERTY

        If in connection with the purchase, realisation, management or any other
        dealings with any property comprising the Fund it would in the opinion
        of the Trustees be to the benefit of the Fund to enter into any
        particular transaction, the Trustees may enter into or give such form of
        written agreement, indemnity, warranty or undertaking with the other
        parties involved in the transaction as may be required to obtain the
        successful completion of the transaction and may bind all or any part of
        the Fund to give effect thereto.

4.      TRUSTEES

4.1     APPOINTMENT AND REMOVAL OF TRUSTEES

        4.1.1   A corporate body (whether or not a trust corporation) may be a
                sole Trustee of the Scheme but otherwise the number of Trustees
                of the Scheme shall not be less than two nor more than six.

        4.1.2   The Principal Employer can by deed appoint a new or additional
                Trustee and remove a Trustee of the Scheme, subject to the other
                provisions of this sub-Clause. In respect of any period when
                section 16 or 18 of the 1995 Act (member-nominated trustees and
                directors) applies to the Scheme the Trustees shall either make
                such arrangements for persons to be selected as trustees of the
                Scheme, or directors of a corporate trustee, as required by
                either of those sections and regulations thereunder and shall
                secure that those arrangements are implemented. Any trustee or
                trustee director so appointed shall not be removed without the
                consent of all remaining trustees or trustee directors. In
                respect of any period when section 17 or 19 of the 1995 Act
                (exceptions) applies to the Scheme trustees or directors of a
                corporate trustee shall be appointed and removed in accordance
                with such arrangements as have been approved for the purposes of
                those sections. The Trustees and the Principal Employer shall
                execute such documents and do whatever is necessary to give
                effect to the appointment or removal.

        4.1.3   Any Trustee may resign as Trustee of the Scheme by serving 28
                days written notice on the Principal Employer to that effect,
                and the Trustee so resigning shall be deemed to have resigned on
                the expiry of the period of 28 days or any earlier exercise of
                the power contained in Clause 4.1.2. Each Trustee and the
                Principal Employer shall execute such documents and do such
                things as may be necessary to give proper effect to any removal
                or resignation under Clause 4.1.2 or this Clause 4.1.3 or
                otherwise.

        4.1.4   The Principal Employer shall become a Trustee of the Scheme if a
                sole Trustee retires without a successor being appointed by the
                Principal Employer or if for any reason the number of Trustees
                falls below the minimum specified in Clause 4.1.1.

        4.1.5   Any person (including any corporation, whether or not a Group
                Company, and any director officer or employee of an Employer or
                Group Company) may be a Trustee, regardless of where that person
                is domiciled or resident or (being a corporation) is
                incorporated or carries on business.

4.2     PAYMENT OF TRUSTEES

        Any Trustee shall be entitled to fees or remuneration for services as a
        trustee. Unless any agreement stipulates that the fees or remuneration
        shall be paid by the Employers in addition to

                                       14
<Page>

                                                                   Exhibit 10.38

        the contributions payable by them to the Scheme or if the Employers
        breach any such stipulation, that Trustee shall be entitled to receive
        the fees or remuneration out of the Fund.

4.3     PROTECTION FOR TRUSTEES

        4.3.1   The Trustees shall be entitled to all reliefs and indemnities
                conferred on trustees by law.

        4.3.2   No Trustee (or director or officer of a corporate trustee) shall
                as such incur any personal liability except to the extent that
                it is attributable to the personal wilful default or conscious
                bad faith of the Trustee (or director or officer of the Trustee)
                sought to be made liable.

                Each Trustee (and each director or officer of a corporate
                trustee) shall be indemnified out of the Fund against all costs,
                claims, losses and expenses for which such person is liable
                arising out of or in connection with the Scheme including any
                liabilities which he or she would be personally liable for but
                for the exemption above in this Clause 4.3.2.

        4.3.3   A Trustee (or any director or officer of a corporate Trustee)
                who:-

                (a)  is or has been a Member or other Beneficiary;

                (b)  is or has been a director, officer or employee of the
                     Principal Employer, a Group Company, an Employer or any
                     corporation promoted by the Trustees or the Scheme or in
                     which the Trustees or the Scheme are otherwise interested;

                (c)  has (unless they are otherwise aware of it) notified the
                     Trustees and the Principal Employer of any material
                     interest (including an interest as a trustee, director,
                     agent or other fiduciary capacity) he or she may have in
                     any transaction or arrangement (other than solely as a
                     result of falling within (a) or (b) above) and of which he
                     or she knows or could reasonably be expected to know; or

                (d)  is remunerated for acting as a Trustee.

                shall be entitled to retain any benefit from the Scheme to which
                he or she may be entitled and the exercise of any power or
                discretion by any such person as a Trustee or director or
                officer of a corporate Trustee shall not be invalidated or
                questioned on the grounds that he or she had a direct or
                indirect interest in it and such Trustee shall be entitled to
                exercise the power of resignation and shall be entitled to the
                benefit of all indemnities and immunities conferred on the
                Trustees by the Trust Deed or by law.

        4.3.4   The Trustees shall not be liable in respect of any payment to
                any person erroneously made in the bona fide belief that the
                person was entitled to it and the receipt of the payment by the
                person shall be a good and sufficient discharge to the Trustees.

        4.3.5   The Trustees may insure the Scheme against any loss caused by
                the Trustees or any of their directors, officers, agents and
                delegates and may also insure themselves, their directors,
                officers, agents and delegates against liability for breach of
                trust (but not during any period when section 31 of the 1995 Act
                (trustees not to be indemnified for fines or civil penalties)
                applies to the Scheme

                                       15
<Page>

                                                                   Exhibit 10.38

                against liability to pay any fines imposed by way of penalty for
                an offence of which the Trustee or other person is convicted, or
                to pay a penalty which the Trustee or other person is required
                to pay under section 10 of the 1995 Act or section 168(4) of the
                1993 Act) and may pay the premiums from the Fund. Where there is
                insurance against a liability the liability of the Employers
                under 4.3.2 shall be reduced accordingly.

        4.3.6   During any period when section 31 of the 1995 Act (trustees not
                to be indemnified for fines or civil penalties) applies to the
                Scheme, nothing in this Clause (or elsewhere in the Trust Deed)
                will be interpreted or relied upon to permit any amount to be
                paid out of the Fund for the purpose of reimbursing, or
                providing for the reimbursement of, any Trustee in respect of:-

                (a)  a fine imposed by way of penalty for an offence of which he
                     or she is convicted; or

                (b)  a penalty which he or she is required to pay under
                     section 10 of the 1995 Act or under section 168(4) of the
                     1993 Act.

4.4     PROCEEDINGS OF TRUSTEES

        4.4.1   Unless a corporation is the sole Trustee Clauses 4.4.2, 4.4.3
                and 4.4.4 shall govern the proceedings of the Trustees.

        4.4.2   The Trustees may meet together and shall make such regulations
                for the conduct of their business as they shall decide. At any
                such meeting all questions shall, unless otherwise agreed, be
                decided by a majority of the votes of the Trustees present and
                voting thereon. In the event of an equality of votes the
                chairman of the meeting (if any) shall have a second or casting
                vote. Should there be an equality of votes on the election of a
                chairman at any meeting the chairman shall be chosen by lot. The
                quorum for any meeting of the Trustees shall be two of the
                Trustees.

        4.4.3   A resolution in writing signed by all of the Trustees shall be
                as valid and effectual as if it had been passed at a meeting of
                the Trustees and the same may consist of two or more documents
                in similar form each signed by one or more of the Trustees.

        4.4.4   A majority of the Trustees shall subject to Clauses 4.4.2 and
                4.4.3 be competent to exercise any of the trusts, powers and
                discretions vested by the Trust Deed in the Trustees generally
                and such action of the majority shall be as valid and effectual
                as if exercised by all the Trustees.

        4.4.5   In cases where decisions of the Trustees are to be taken by
                agreement of the majority, notice of any meeting at which
                decisions may be so taken will, unless all of the Trustees agree
                otherwise:-

                (a)  specify the date, time and place of the meeting; and

                (b)  be sent to the last known address of each Trustee no later
                     than ten days (not counting for this purpose any Saturday,
                     Sunday, Christmas Day, Good Friday or bank holiday within
                     the meaning of the Banking and Financial Dealings Act 1971)
                     before the meeting.

        4.4.6   The Trustees will keep records of their meetings and books and
                records relating to the Scheme and if and to the extent that
                section 49 of the 1995 Act (other

                                       16
<Page>

                                                                   Exhibit 10.38

                responsibilities of trustees, employers, etc) applies to the
                Scheme, comply in accordance with the requirements of that
                section (and in particular in accordance with chapter III of the
                Occupational Pension Schemes (Scheme Administration) Regulations
                1996 (SI 1996/1715)).

4.5     TRUSTEESHIP OF LAND

        At any time when there is a sole Trustee of the Scheme, the sole Trustee
        may appoint in writing a second trustee to be a trustee jointly with the
        sole Trustee of any real property comprised in the Fund on terms that:-

        4.5.1   the sole Trustee and the second trustee shall hold the real
                property and the proceeds of sale thereof upon bare trust for
                the sole Trustee as trustee of the Scheme;

        4.5.2   the second trustee shall cease to be a trustee of the real
                property and/or of the proceeds of sale thereof when the
                proceeds of sale have been paid to or at the direction of the
                sole Trustee or when the Principal Employer or sole Trustee
                gives notice to the second trustee of the termination of the
                second trustee's appointment or the second trustee resigns (for
                which purpose Clause 4.1.3 shall apply to the second trustee),
                whichever shall first occur; and

        4.5.3   Clauses 4.2, 4.3 and 4.4 shall apply to the second trustee and
                the sole Trustee as trustees of the real property as they apply
                to the Trustee of the Scheme.

5.      ADMINISTRATION

5.1     AGENTS AND ADVISERS

        5.1.1   The Trustees shall make such arrangements as they consider
                necessary or desirable for the administration of the Scheme.

        5.1.2   The Trustees shall have power to obtain and to act on the advice
                or opinion of any lawyer, actuary, accountant or other
                professional person and, instead of acting personally, to
                appoint or employ agents and advisers to transact any business,
                to exercise any powers, duties and discretions of the Trustees,
                and to do all acts to be done by the Trustees under the trusts
                of the Trust Deed including (without prejudice to the generality
                of the foregoing) the payment of any pensions and other
                benefits.

        5.1.3   The Trustees may authorise such person or persons as they shall
                think fit to draw cheques or to give receipts and discharges and
                every such receipt and discharge shall be as valid and effectual
                as if it were given by the Trustees.

        5.1.4   The Trustees shall determine the remuneration for such agents or
                advisers but shall not be liable for the default of any such
                agent or adviser appointed or employed in good faith or for any
                loss arising from the appointment or acting in accordance with
                the advice of any adviser.

        5.1.5   For as long as section 47 of the 1995 Act (professional
                advisers) applies to the Scheme:-

                (a)  the Trustees shall take all reasonable steps to secure that
                     they exercise their powers under Clauses 5.1.2 and 5.6 to
                     appoint (and to ensure that there is

                                       17
<Page>

                                                                   Exhibit 10.38

                     at all times appointed) an individual or firm as auditor to
                     the Scheme and an individual as actuary to the Scheme;

                (b)  the Trustees shall take all reasonable steps to secure that
                     they exercise their powers under Clause 3.7.1 to appoint
                     (and to ensure that there is at all times appointed) an
                     individual or a firm as fund manager of the Scheme;

                (c)  the Trustees shall not place reliance on the skill or
                     judgement of

                     (i)   any legal adviser

                     (ii)  fund manager or

                     (iii) any other person, whose function in any of those
                           cases in relation to the Scheme is:-

                     -   the examination of and the  expression of an opinion
                         on the financial statements and accounts of the Scheme
                         or any other matter relating to the audit of the
                         Scheme;

                     -   the provision of advice on financial questions
                         relating to the funding of, and assets of, the Scheme
                         and on questions in respect of probabilities relating
                         to mortality and other contingencies, and any other
                         matter relating to the actuarial affairs of the Scheme;
                         or

                     -   the custody of cash, securities and any other
                         documents of titled to assets forming part of the Fund;

                     unless that legal adviser, fund manager or other person is
                     appointed by the Trustees; and

                (d)  the Trustees shall take all reasonable steps to ensure that
                     the persons appointed as actuary, auditor, fund manager or
                     legal adviser are appropriately qualified (as required for
                     the purposes of the 1995 Act, when and to the extent that
                     that Act applies).

5.2     DELEGATION

        All or any of the rights, powers, duties, trusts and discretions vested
        in the Trustees by virtue of the Trust Deed may be delegated by the
        Trustees to any person upon such terms and conditions (including terms
        as to sub-delegation), for such periods and at such remuneration (if
        any) as the Trustees shall think fit.

5.3     PAYMENT OF TAX

        Any Trustee shall have power and, to the extent that the value of the
        Fund permits, the duty to:-

        5.3.1   pay tax in any jurisdiction (whether within or without the
                United Kingdom) to which any assets of the Fund or any Trustee
                or former Trustee are subject; or

        5.3.2   reimburse any Trustee or former Trustee any taxation and
                expenses incurred in connection with any taxation or claim for
                taxation in any jurisdiction (whether within or without the
                United Kingdom), and whether or not a court in the jurisdiction
                in which the paying Trustee or any of the assets of the Fund are
                subject

                                       18
<Page>

                                                                   Exhibit 10.38

                would, apart from this Clause, recognise a duty to pay that
                taxation, provided only that the taxation paid in any
                jurisdiction is due and payable according to the laws of that
                jurisdiction.

5.4     EXPENSES

        5.4.1   The Trustees may from time to time determine that some or all
                costs, charges and expenses of the Scheme or of the Fund shall
                be met by the Employers in such shares as the Trustees shall
                determine.

        5.4.2   The Trustees may, notwithstanding Clause 5.4.1, pay from the
                Fund all costs, charges and expenses in connection with the
                Scheme or the Fund but no cost, charge or expense shall be paid
                more than once and the Employers shall reimburse the Trustees
                for payment of any cost, charge or expense paid by the Trustees
                which the Employers were liable to pay under Clause 5.4.1.

5.5     ACCOUNTS

        The Trustees shall keep records and accounts in respect of the Scheme
        and as soon as reasonably practicable and in any event no later than
        seven months after the end of each Scheme Year shall obtain audited
        accounts for that Scheme Year, which audited accounts shall comply with
        the Disclosure Regulations.

5.6     ACTUARIAL VALUATIONS

        5.6.1   The Trustees shall obtain from the Actuary actuarial valuations
                of the Scheme from time to time but in any event the effective
                date of each such valuation shall not be later than three years
                after the effective date of the previous valuation. Each such
                valuation shall be obtained as soon as reasonably practicable
                and not later than one year after its effective date and shall
                comply with and be accompanied by an actuarial statement
                pursuant to the Disclosure Regulations. During any period when
                section 56 of the 1995 Act (minimum funding requirement) applies
                to the Scheme the Trustees shall also obtain from the Actuary
                such other valuations and certificates as are required and at
                such intervals as are prescribed for the purposes of section 57
                (valuation and certification) and section 58 (schedules of
                contributions) of that Act.

        5.6.2   If the value of the assets of the Scheme exceeds the value of
                its actual and contingent liabilities (both as determined in
                accordance with prescribed principles pursuant to Schedule 22 to
                the 1988 Act or on any other basis approved by the Commissioners
                of Inland Revenue) the Trustees may, subject only to the prior
                written consent of the Board of Inland Revenue transfer to the
                Principal Employer and to such (if any) of the other Employers
                as the Trustees shall decide cash or other assets representing
                all or any part of the excess. If and to the extent that section
                37 of the 1995 Act (payment of surpluses to the employer)
                applies to the Scheme, no payment or transfer shall be made to
                any Employer except if that section has been complied with.

5.7     TRUST PAPERS

        Unless otherwise directed by a Court or tribunal of competent
        jurisdiction or required by any statutory provision or provided by the
        Trust Deed, the Trustees may decline to disclose to the Beneficiaries
        the whole or any part of any papers, minutes, records or other data or
        information in their possession.

                                       19
<Page>

                                                                   Exhibit 10.38

5.8     DISPUTE RESOLUTION

        5.8.1   In respect of any period in which section 50 of the 1995 Act
                (resolution of disputes) applies to the Scheme the Trustees
                shall establish, operate and review from time to time a
                procedure for resolving disputes as required by that section.

        5.8.2   Any reference in the Trust Deed to a decision of the Trustees
                (including without limitation a decision as to the exercise of a
                discretion by them) shall where the context permits be
                interpreted as meaning the decision in question as amended by
                the outcome of any internal dispute resolution procedure which
                has been conducted under this Clause or under any regulations
                made under that section which are from time to time in force.

6.      PAYMENT OF BENEFITS

6.1     PENSIONS

        6.1.1   All pensions payable are annual pensions accruing from day to
                day and, unless the Trustees otherwise decide, shall be paid by
                equal monthly instalments commencing on the 25th day of the
                calendar month next following that in which entitlement to
                payment arose.

        6.1.2   All pensions are payable for life unless the pension is payable
                to a Dependent Child when the pension is payable until he or she
                ceases to be a Dependent Child.

6.2     PRODUCTION OF INFORMATION

        6.2.1   Any person entitled to or claiming any benefit under the Scheme
                shall produce such evidence and information as may be required
                by the Trustees or the Principal Employer or any Employer for
                the purposes of the Scheme and payment of benefit under the
                Scheme to any person shall be conditional upon production by
                that person of any evidence or information which the Trustees,
                the Principal Employer or the Employer may require.

        6.2.2   If any Member, prospective Member or other Beneficiary fails to
                furnish to the Trustees or the Principal Employer or any
                Employer particulars required by any of them when required to do
                so or if any evidence of health furnished by such person is
                unsatisfactory to the Trustees or the Principal Employer or the
                Employer (as appropriate), or if such particulars as have been
                furnished (whether or not requested by any of them) are found to
                be false the Trustees may (subject to the requirements of
                Chapter I of Part IV of the 1993 Act) modify the benefits
                provided or to be provided in respect of such Member,
                prospective Member or Beneficiary under the Scheme in such
                manner as they consider, having regard to any advice of the
                Actuary or of an Insurance Company, to be appropriate, but not
                so that the benefits would be less than the GMP (if any) in
                respect of the Member and in respect of the Member's surviving
                spouse.

6.3     METHOD OF PAYMENT

        All payments of benefit shall, unless otherwise determined by the
        Trustees, be made by bank credit transfer but at the payee's request the
        Trustees may in any case make payments at the payee's risk by cheque
        through letter post to the payee's last known address in the British
        Isles or by other means. The Trustees may but shall not be obliged to,
        pay benefits in any currency

                                       20
<Page>

                                                                   Exhibit 10.38

        other than sterling on terms to be agreed between the Trustees and the
        Member. Where the emoluments of a Member are payable in another
        currency, they shall for the purpose of determining their amount on any
        date at which a calculation of the Member's emoluments is to be made be
        converted into sterling at the rate of exchange obtainable from the
        bankers of the Trustees or their agents on that date. If the benefit is
        secured under an Approved Policy, the terms and method of payment shall
        be as agreed by the Trustees with the relevant Insurance Company.

6.4     INTEREST ON LATE PAYMENT

        The Trustees may in their absolute discretion pay interest on any sums
        payable to any person if such sums are not paid within 28 days of the
        date on which payment is due and at such rate as the Trustees may in any
        particular case decide.

6.5     DEDUCTION OF TAX

        The Trustees shall be entitled to deduct from any benefit payable any
        tax or duty for which the Trustees are liable in respect of the benefit
        concerned.

7.      GENERAL PROVISIONS AFFECTING MEMBERS AND BENEFICIARIES

7.1     POWER OF DETERMINATION

        7.1.1   The Trustees shall have power to determine all questions and
                matters of doubt (other than those which are the subject of a
                procedure operated under Clause 5.8) arising in connection with
                the Scheme.

        7.1.2   Where two or more persons have a claim to be the surviving
                spouse of any Member then any benefit payable under the Scheme
                to or for the benefit of the surviving spouse shall in the
                absolute discretion of the Trustees be paid or applied to or for
                the benefit of such one or more of the claimants and in such
                proportions as the Trustees think fit, save that the surviving
                spouse's GMP (if any) shall be payable to the person entitled to
                receive such pension (if any) pursuant to Appendix 2 and any
                surviving spouse's benefit to the level specified in section
                12(B) of the 1993 Act shall be payable to the person entitled to
                receive such pension pursuant to that section.

7.2     MINORS

        Where a pension is payable for the benefit of any minor the Trustees may
        at their discretion:-

        7.2.1   pay the pension to the minor's parent or guardian or to any
                person with whom the minor resides or under whose care and
                control the minor is or appears to be, without being obliged to
                ascertain whether such guardian or other person has any right to
                the care and control of that minor or to supervise the
                application of the pension by such guardian or other person and
                without being responsible for any misapplication, and the
                receipt of the guardian or such other person to whom any moneys
                are paid shall be conclusive evidence that the Trustees have
                applied those moneys for the benefit of the minor; or

        7.2.2   apply the pension or any part of it towards the education or
                other benefit of the minor in any other way as it sees fit and
                the receipt of the person to whom any moneys are paid shall be
                conclusive evidence that the Trustees have applied those moneys
                for the benefit of the minor.

                                       21
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                                                                   Exhibit 10.38

7.3     PROTECTION FOR THE TRUSTEES

        The Trustees shall not be accountable in respect of or obliged to see to
        the application of any payment which is otherwise made in accordance
        with the Trust Deed if it is made:-

        7.3.1   to a minor direct or to his parent or guardian or to the person
                with whom he resides; or

        7.3.2   to any person who appears to the Trustees after reasonable
                enquiry to be a spouse or Dependant to whom the payment may be
                made under the Trust Deed notwithstanding that such person is
                not such a spouse or Dependant; or

        7.3.3   to any individual or institution who or which is or appears to
                be responsible for the care of a person to whom the payment may
                be made under the Trust Deed if the Trustees consider that
                person's incapacity does not warrant their making the payment to
                him or her direct.

7.4     ASSIGNMENT OF BENEFITS

        If a Member or any other Beneficiary becomes bankrupt or tries to assign
        or charge his or her pension or other benefit or if any event occurs by
        which all or part of the pension or other benefit would if belonging
        absolutely to the Member or other Beneficiary become payable to some
        other person, the pension or other benefit will cease to be payable. An
        equivalent benefit may, at the discretion of the Trustees, be paid to,
        or used for the benefit of the Member or Beneficiary concerned, his or
        her spouse or any of his or her dependants or relatives in such
        proportions as the Trustees shall decide. In no circumstances shall the
        equivalent benefit be paid to anyone in whose favour the Member or
        Beneficiary tried to assign or charge the pension or other benefit other
        than a spouse or dependant of the Member or the Beneficiary.

        This Clause does not apply to a GMP as any attempt to assign a GMP is
        void.

7.5     NOTICES

        7.5.1   Any notice to be given to a Member, Dependant or other person
                entitled to a benefit under the Scheme may be served by being
                handed to the Member personally, by being sent by first class
                post to the Member at his or her last known private postal
                address or by such other method as the Trustees consider
                appropriate. Any notice served by post shall be deemed to have
                been served on the second day (excluding Sundays and statutory
                holidays) next following the date of posting and in proving such
                service it shall be sufficient proof that the Trustees
                reasonably believe that the envelope containing the notice was
                properly addressed and posted as a prepaid letter by first class
                post.

        7.5.2   Each Member shall furnish the Trustees with his or her private
                postal address and notify the Trustees at once of any change
                therein. Members shall, unless requested otherwise by the
                Trustees, address all communications and requests in connection
                with the Scheme in writing to the Trustees at the registered
                office in the United Kingdom of the Principal Employer.

7.6     ADMINISTRATIVE ERRORS

        The Trustees may ratify any administrative action or omission which, not
        being authorised by the Trust Deed, in their opinion has not had a
        material adverse effect on any benefit or on the funding or other
        liabilities of the Employers and in either case which has not prejudiced
        Approval or breached any provision of Appendix 3.

                                       22
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                                                                   Exhibit 10.38

7.7     AUTHORITY OF THE TRUST DEED

        Every Beneficiary shall be bound in all respects by the Trust Deed
        subject to any overriding legal requirements.

8.      TRANSFERS

8.1     TRANSFERS FROM OTHER ARRANGEMENTS

        8.1.1   The Trustees may accept all or any part of the assets of any
                retirement benefits scheme (the "OTHER ARRANGEMENT") which has
                been operating for the benefit of employees of an Employer or
                its predecessor in business. Such a transfer may relate to or
                include Members, persons in receipt of pensions and persons
                entitled to deferred pensions under the Other Arrangement. After
                acceptance of such a transfer, Members shall be granted such
                benefits as are prescribed by the Trustees acting on the advice
                of the Actuary. Any annuities or pensions already in course of
                payment in the Other Arrangement shall be continued at the same
                rate and on the same basis from the Scheme unless the Trustees
                acting on the advice of the Actuary direct otherwise. Likewise
                annuities or pensions for persons entitled to deferred pensions
                shall be preserved.

        8.1.2   The Trustees may accept and receive by way of transfer value
                from any other retirement benefit fund, scheme or arrangement
                from which a proposed transfer has been approved for the
                purposes of this Clause by the Board of Inland Revenue any sum
                or other assets in respect of any person becoming a Member and
                such benefits as are prescribed by the Trustees acting on the
                advice of the Actuary shall be granted to that Member in respect
                thereof.

        8.1.3   On acceptance of a transfer of assets or transfer value under
                Clause 8.1.1 or 8.1.2 the Trustees shall obtain a certificate
                from the trustees or administrators of the transferring
                arrangement verifying the amount which represents each Member's
                total contributions (including separately any additional
                voluntary contributions) made to the transferring arrangement
                and the maximum amount which may be paid in respect of each
                Member as a lump sum payment.

8.2     TRANSFERS TO OTHER ARRANGEMENTS

        8.2.1   The Trustees may arrange to make a transfer of assets to:-

                (a)  a Retirement Benefits Scheme; or

                (b)  an Approved Policy; or

                (c)  a Personal Pension Scheme;  or

                (d)  any other  arrangement  approved for this  purpose by the
                     Board of Inland  Revenue and any other appropriate
                     authority,

                to the intent that the person or persons in respect of whom the
                transfer is made shall become entitled or contingently entitled
                to such benefits as may be determined by the trustees of, or
                other persons authorised under or in respect of, the recipient
                arrangement. On the making of such transfer such person or
                persons, their legal personal representatives and persons
                claiming through any of them shall cease to be entitled or
                contingently entitled to any benefits under the scheme.

                                       23
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                                                                   Exhibit 10.38

        8.2.2   The transfer of assets may only be made if:-

                (a)  the person to whom it relates consents or the transfer is
                     made in the circumstances prescribed by the Contracting-out
                     (Transfer and Transfer Payments) Regulations 1996 and the
                     Occupational Pension Schemes (Preservation of Benefit)
                     Regulations 1991 (as amended) and the Occupational Pension
                     Schemes (Transfer Value) Regulations 1996;

                (b)  the requirements of Appendix 2 are satisfied; and

                (c)  any other requirements  imposed by legislation or which are
                     necessary to avoid prejudicing Approval are met.

        8.2.3   The amount or value of the transfer of assets shall be
                determined by the Trustees, with the advice of the Actuary and
                to the extent, if any, that the amount exceeds the cash
                equivalent (as defined in Chapter IV of the 1993 Act) of the
                person in respect of whom it is made (or the amount which would
                be the cash equivalent if that person had a right to a cash
                equivalent), with the consent of the Principal Employer.

        8.2.4   If the Member has received a statement of entitlement setting
                out the cash equivalent of the Member's benefits under the
                Scheme and the Member subsequently applies under this Clause
                within three months of the guarantee date (as defined in section
                93A(2) of the 1993 Act) in respect of that statement for a cash
                equivalent payment to be made, the amount transferred in respect
                of that Member shall not (except where the 1993 Act or any other
                applicable legislation allows) be less than the amount stated in
                the statement of entitlement issued to that Member.

9.      REORGANISATIONS OF THE SCHEME

9.1     OTHER EMPLOYERS

        9.1.1   The Principal Employer may, subject to the following provisions
                of this Clause 9.1, admit to participation in the Scheme any
                employer which is associated with the Principal Employer in such
                a manner that its participation in the Scheme would not
                prejudice Approval.

        9.1.2   No employer may be admitted to participation in the Scheme
                unless the Trustees consent to its admission and the Trustees
                may give consent upon such terms and conditions as they think
                fit in order to protect the existing Members and Beneficiaries
                of the Scheme at the date of admission of the new employer.

        9.1.3   The Principal Employer may determine that in relation to the new
                employer and its employees the Trust Deed shall apply with such
                variations as the Principal Employer with the consent of the
                Trustees shall specify.

        9.1.4   An employer shall be admitted to participation in the Scheme
                upon the execution by it, by the Principal Employer and by the
                Trustees of a deed by which:-

                (a)  the new employer undertakes to perform the obligations of
                     an Employer under the Scheme;

                (b)  the Trustees give consent to the new employer's
                     participation;

                                       24
<Page>

                                                                   Exhibit 10.38

                (c)  the Principal Employer admits the new employer to the
                     Scheme; and

                (d)  any  variations in the provisions of the Trust Deed which
                     are to apply to the employees of that employer are
                     specified.

9.2     NEW PRINCIPAL EMPLOYER

        If any other Employer or any other person which has succeeded or is
        about to succeed to all or any part of the business of the Principal
        Employer undertakes by deed with the Trustees and with the Principal
        Employer (unless it is being or has been wound up) to exercise the
        powers and assume the responsibilities assigned to the Principal
        Employer under the Trust Deed then provided such substitution shall not
        prejudice Approval the Employer or other person shall become the
        Principal Employer for the purposes of the Scheme with effect from such
        date as is specified in the deed and in substitution for the former
        Principal Employer. The deed may make provisions for the retention or
        transfer of liabilities incurred by or the entitlements of the former
        Principal Employer prior to the substitution of the new Principal
        Employer.

9.3     CLOSURE TO NEW MEMBERS

        The Principal Employer may close membership of the Scheme to new
        entrants and may direct that the Scheme be re-opened, in either case by
        giving written notice to the Trustees.

9.4     CESSATION OF PARTICIPATION

        9.4.1   If an Employer other than the Principal Employer:

                (a)  shall cease to  contribute to the Scheme  (other than to
                     rectify overfunding as provided for in Clause 12
                     (contributions) of this Deed); or

                (b)  fails to observe and perform all or any of its obligations
                     under the Trust Deed and in the case of failure capable of
                     being remedied having been given a reasonable opportunity
                     to remedy but not having done so; or

                (c)  shall prejudice the approval of the Scheme by its continued
                     participation in the Scheme; or

                (d)  shall be the subject of a written notice from the Principal
                     Employer to the Trustees stating that the Employer shall be
                     regarded as having ceased to contribute to the Scheme
                     (other than to rectify overfunding as aforesaid); or

                (e)  ceases to be associated with the Principal Employer by a
                     permanent community of interest to an extent that its
                     continued participation in the Scheme would prejudice
                     Approval.

                then, if paragraph (e) applies the Trustees may permit
                the continued participation of the Employer in the
                Scheme for such period consistent with Approval as the
                Trustee shall determine and, subject to this, the
                Trustees shall, in accordance with Clause 10.1.2, apply
                at such time as they shall determine after the event
                specified that part of the Fund which the Actuary
                considers in all the circumstances to be appropriate in
                respect of persons who cease to be Pensionable Members
                of the Scheme.

        9.4.2   Whenever the Scheme is partially wound up the provisions of
                Clause 10 below shall apply mutatis mutandis to such share of
                the Fund and the Segregated Fund as

                                       25
<Page>

                                                                   Exhibit 10.38

                the Scheme's Actuary advises is appropriate in respect of the
                Members employed or formerly employed by the Employer which is
                ceasing to participate in the Scheme (other than those who are
                immediately transferred to employment with one of the other
                Employers).

        9.4.3   In making his or her determinations for the purposes of Clauses
                9.4.1 and 9.4.2 above the Actuary shall value the appropriate
                share of the Fund and the Segregated Fund by adopting a method
                of valuation which incorporates the requirements of one of the
                following Clauses. The Clause which is to apply shall be
                determined by the Trustees who shall advise the Actuary
                accordingly in writing:-

                (a)  the valuation of Member's benefits shall be calculated on
                     the basis that Members had left the employment of their
                     Employer on the effective date of the commencement of the
                     partial winding up without any Members being entitled to a
                     refund of their own contributions but instead entitled to a
                     preserved pension taking account of Employers' and Members'
                     Contributions;

                (b)  the valuation of Members' benefits shall be calculated on a
                     past service reserve basis which, for the avoidance of
                     doubt, shall be at least equivalent to the value of the
                     Members' benefits as determined under Clause 9.4.3 above
                     increased to provide for future salary increases.

                (c)  the valuation of the benefits of all Members who are
                     described in Clause 9.4.2 above shall be calculated on a
                     share of fund basis which, for the avoidance of doubt,
                     shall reflect any underfunding or overfunding of the Scheme
                     at the date of commencement of the partial winding up on
                     the basis that the Scheme as a whole is an on-going scheme.

10.     TERMINATION OF THE SCHEME

10.1    EVENTS LEADING TO TERMINATION OF THE SCHEME

        10.1.1  If:-

                (a)  the Principal  Employer gives to the Trustees  notice in
                     writing that it wishes the Scheme to terminate or under
                     Clause 12.1.2; or

                (b)  it appears to the Trustees, after consulting the Actuary
                     and having given one month's notice in writing to the
                     Principal Employer, that the Scheme is insolvent and the
                     Trustees resolve to determine the Scheme; or

                (c)  the Principal Employer at any time fails to observe and
                     perform any or all of its obligations under the Trust Deed
                     and, in the case of a failure capable of being remedied the
                     Principal Employer has been given a reasonable opportunity
                     to do so but has not done so and the Trustees resolve to
                     determine the Scheme; or

                (d)  the Principal Employer goes into liquidation, is dissolved
                     or ceases to carry on business or an administrator,
                     receiver or administrative receiver is appointed to the
                     Principal Employer (other than pursuant to a reorganisation
                     and/or in circumstances where another company assumed its
                     responsibilities under the Scheme) and the Trustees resolve
                     to determine the Scheme; or

                                       26
<Page>

                                                                   Exhibit 10.38

                (e)  the Trustees resolve that the Scheme should be wound up; or

                then the Scheme shall terminate and the Trustees shall
                hold the Fund on trust to apply it in accordance with
                the provisions of Clause 10.1.2

        10.1.2  If the Scheme is terminated under 10.1.1 above, the Trustees
                shall at their discretion determine whether to apply the Fund:-

                (a)  in accordance with Clause 10.2 (Closed Scheme); or

                (b)  in accordance with Clause 10.3 (Transfer to another
                     arrangement); or

                (c)  in accordance with Clause 10.4 (Winding-Up).

                or in such combination of these methods as the Trustees decide
                and until all liabilities of the Trustees under the Scheme have
                ceased all the powers, duties and discretions (including the
                power of amendment under Clause 2.4 and the power to appoint new
                trustees under Clause 4.1) previously vested in the Principal
                Employer and the Employers (but not the power contained in
                Clause 10.4.2 shall, subject to the remaining provisions of this
                Clause 10.1.2, become vested in the Trustees. No power, duty or
                discretion vested in the Trustees by virtue of this Clause
                10.1.2 shall be exercised in such a way as to affect
                prejudicially the interests of the Principal Employer or any
                company which is or has been an Employer without the prior
                written consent of such person.

10.2    CLOSED SCHEME

        For the purposes of Clause 10.1.2(a), but only if the Principal Employer
        consents (which consent will not be required if it is in liquidation or
        is dissolved) the Trustees may administer the Scheme as a closed scheme
        until such date as they may decide to wind up the Scheme in accordance
        with Clause 10.4 or until the Fund is exhausted (whichever shall first
        occur). While the Scheme is a closed scheme no new members may be
        admitted and the contributions of the Employers will cease. The Trustees
        may decide from time to time having regard to the reasons for the Scheme
        becoming a closed scheme, the value of the Fund from time to time and
        any other factors it considers appropriate, whether benefits shall be
        provided from the Fund in respect of future Service of the Members or
        whether benefits of Members shall be restricted to those accrued to the
        date of the Trustees' decision and if benefits do not accrue in respect
        of future service the Members' contributions shall cease.

10.3    TRANSFER TO ANOTHER ARRANGEMENT

        The Trustees may transfer all or part of the Fund (in accordance with
        the provisions of Clause 8.2) to:-

        10.3.1  a Retirement Benefits Scheme; or

        10.3.2  an Approved Policy; or

        10.3.3  a Personal Pension Scheme; or

        10.3.4  any other arrangement approved for this purpose by the Board of
                Inland Revenue and/or by any other body with authority to
                approve such matters.

                                       27
<Page>

                                                                   Exhibit 10.38

10.4    WINDING-UP

        10.4.1  If the Trustees decide under 10.1.2 to apply the Fund in
                accordance with this Clause, the Trustees shall apply the whole
                of the Segregated Fund to provide for the expenses of winding up
                the Segregated Fund (but not general expenses of the Scheme)
                which may not be recoverable from any of the Employers and
                thereafter to provide, in respect of each Member who is paying
                or has paid voluntary contributions under Clause 12.3
                (Additional voluntary contributions) or a similar facility in
                the Previous Provisions, benefits which the Trustees determine
                to be equal in value to the proportion of the Segregated Fund
                attributable to that Member, and the Fund other than the
                Segregated Fund shall be applied by the Trustees in accordance
                with the following:-

                (a)  FIRST

                     in paying or providing for any costs, charges and expenses
                     incurred or to be incurred by the Trustee which may not be
                     recoverable from any of the Employers;

                (b)  SECOND (as to any balance remaining)

                     In accordance with section 73 of the 1995 Act (but only if
                     and to the extent that such section or any re-enactment of
                     it is in force and is applicable to the Scheme at the
                     relevant time and subject thereto as to any balance
                     remaining as follows);

                (c)  THIRD (as to any balance remaining)

                     In the completion of the application in accordance with the
                     provisions of this Deed of any benefit (other than a
                     pension) which became payable to or in respect of a Member
                     under such provisions on the death or retirement from
                     Service of such Member or otherwise prior to the date of
                     winding up;

                (d)  FOURTH (as to any balance remaining)

                     In the purchase from an Insurance Company of non-commutable
                     non-assignable immediate annuities payable under the same
                     conditions as payments receivable hereunder for those
                     persons currently receiving benefits from the Fund and
                     those who are entitled to benefits payment of which has
                     been deferred under the provisions of the Trust Deed
                     relating to late retirement, such annuities, including
                     contingent pensions to widows, widowers and/or Dependants
                     in the event of the recipient predeceasing such person,
                     shall be of amounts equal to the pensions to which those
                     persons are then entitled;

                (e)  FIFTH (as to any balance remaining)

                     in the provision for and in respect of each Member with
                     Pensionable Service before 6 April 1978 who on the date on
                     which the Scheme terminates under Clause 10.1.1 had not
                     attained Normal Retirement Date and to whom benefits had
                     not commenced to be paid under the terms of the Scheme
                     prior to such winding up, of deferred pension benefits
                     equal in value to the deferred pension to which he would
                     have been entitled under the terms of the Scheme had that
                     Member's Service with the Employer

                                       28
<Page>

                                                                   Exhibit 10.38

                     terminated on 5 April 1978 or if that Member's Service with
                     the Employer had terminated prior to such date equal to the
                     amount to which he is entitled under the terms of the
                     Scheme on such date and in respect of such Pensionable
                     Service benefits contingent upon his death in value to the
                     benefits (if any) contingent upon his death under the terms
                     of the Scheme

                (f)  SIXTH

                     (a)   Guaranteed Minimum Pensions already in payment if not
                           already secured under FOURTH above;

                     (b)   Accrued rights to Guaranteed Minimum Pensions in
                           respect of Members;

                     (c)   State Scheme premiums payable by the Trustees in lieu
                           of GMPs;

                     (d)   Any benefits which are excluded by Section 14(6) of
                           the 1993 Act from Guaranteed Minimum Pensions

                (g)  SEVENTH

                     in securing deferred pension benefits (if not already
                     secured under the foregoing provisions of this clause ) for
                     those Members, their spouses and Dependants prospectively
                     entitled to pension benefits out of the Fund.

                (h)  EIGHTH

                     In respect of such part of the balance of the Fund then
                     remaining unexpended as the Trustees shall decide in
                     augmenting any of the pension benefits of those persons
                     entitled or prospectively entitled under the winding-up or
                     partial winding-up (as the case may be) hereof up to the
                     maximum consistent with Approval.

                (i)  NINTH

                     In payment to the Employers in such proportions as the
                     Actuary advises is equitable or in payment to the Employer
                     if the Scheme is being partially wound-up by reference to a
                     single Employer. No such payment shall be made in
                     circumstances other than those permitted by section 37 of
                     the 1995 Act and without the prior written agreement of the
                     Commissioners of the Inland Revenue and the payment by the
                     Trustees to the Commissioners of Inland Revenue of any tax
                     due under Section 601 of the Income and Corporation Taxes
                     Act 1988.

        10.4.2  The benefits to be provided under Clause 10.4.1 above shall be
                secured in either or both of the following ways:-

                (a)  by the purchase of an annuity, assurance contract or policy
                     from any Insurance Company or by the assignment of an
                     annuity or assurance policy to the Member;

                (b)  by  paying the benefits (other than pensions where the
                     Scheme is being completely wound-up) out of the Fund.

                                       29
<Page>

                                                                   Exhibit 10.38

11.     MEMBERSHIP

11.1    ADMISSION TO MEMBERSHIP

        11.1.1(a) The Principal Employer and the Trustees confirm that each
                  Employee who has been admitted to membership of the Scheme
                  prior to the date hereof became on admission:-

                  (i)      a Pensionable Member, if in accordance with the
                           Previous Provisions the Scheme was to provide (inter
                           alia) benefits payable on his or her retirement from
                           Service or on his or her Normal Retirement Date; or

                  (ii)     a Life Member, if in accordance with the Previous
                           Provisions the Scheme was not to provide benefits
                           payable on his or her retirement from Service or on
                           his or her Normal Retirement Date but was to provide
                           lump sum benefits payable on the Employee's death in
                           Service.

        11.1.1(b) Each Employee who is not a Pensionable Member on the date
                  hereof shall be eligible to join the Scheme as a Pensionable
                  Member in accordance with Clause 11.1.7 on the date on which
                  that Employee satisfies the following conditions or on any
                  subsequent date on which they continue to be satisfied:

                  (i)      the Employee is a permanent Employee

                  (ii)     the Employee is aged at least 16

                  (iii)    the Employee has not reached his or her 60th
                           birthday.

        11.1.2    A Pensionable Member may cease to be a Pensionable Member and
                  thus terminate his or her Pensionable Service while remaining
                  in Service by giving to the Trustees such notice as may
                  (subject to any statutory requirement) be required by it. The
                  Pensionable Member shall, on ceasing to be a Pensionable
                  Member, be entitled to the withdrawal benefits specified in
                  Clause 15.2 or 15.3 (as appropriate). A person who has not yet
                  become Pensionable Member may give to the Principal Employer a
                  notice specifying that he or she does not consent to become a
                  Pensionable Member of the Scheme.

        11.1.3    An Employee who ceases to be a Pensionable Member while
                  remaining in Service shall only be re-admitted as a
                  Pensionable Member if he or she satisfies the conditions set
                  out in Clause 11.1.1(b).

        11.1.4    Any person who does not become a Pensionable Member by the
                  latest date on which he or she is eligible to do so under
                  Clause shall only be permitted to become a Pensionable Member
                  at a later date with the consent of the Principal Employer and
                  then upon such terms as the Principal Employer shall
                  determine.

        11.1.5    Every Employee who is not eligible to be admitted as a
                  Pensionable Member shall subject to the consent of the
                  Principal Employer be admitted as a Life Member.

        11.1.6    The Principal Employer may with the consent of the Trustees
                  determine that:-

                  (a)      a person who has not  fulfilled the  requirements for
                           membership may become a Member on such terms and
                           subject to such conditions as it may determine; and

                                       30
<Page>

                                                                   Exhibit 10.38

                (b)  any category of persons not already Members shall cease to
                     be eligible to become Members or may only become Members
                     subject to such conditions as the Principal Employer may
                     prescribe,

                and an Employer other than the Principal Employer may have like
                powers in relation to its employees and their families and
                dependants alone.

        11.1.7  Before being admitted as a Pensionable Member each Employee
                eligible to join the Scheme in accordance with Clause 11.1.1(b)
                will complete an application in such form as the Trustees may
                require.

        11.1.8  Each Employer shall provide the Trustees with information about
                Employees who in its opinion are eligible to become Members and
                the Trustees shall be entitled to rely on that information.

11.2    ABSENCE FROM WORK

        11.2.1  The Employer may agree with the Trustees any special provisions
                (consistent with Approval) to apply to Pensionable Members who
                are absent from work while remaining in employment.

        11.2.2  A female Pensionable Member who is absent from work by reason of
                pregnancy or recent childbirth and is in receipt of remuneration
                from an Employer or statutory maternity pay ("Maternity Leave")
                shall remain in Pensionable Service until either she returns to
                work or her employment and remuneration or statutory maternity
                pay cease. During the period of her Maternity Leave her
                contributions under Clause 12.2.1 will be calculated by
                reference to actual remuneration and/or statutory maternity pay
                from time to time. For all other purposes her Pensionable
                Earnings will be the Pensionable Earnings which would have
                applied for that period or part thereof had the Member been
                working normally and receiving the remuneration likely to be
                paid for doing so. In the event of any dispute as to what that
                amount should be the decision of the Principal Employer shall be
                final and binding.

        11.2.3  A female Pensionable member on her "maternity leave period" as
                defined in the Employment Rights Act 1996 shall be treated as
                though she were on Maternity Leave even if she is not in receipt
                of remuneration or statutory maternity pay and sub-Clause 11.2.2
                shall apply to her until either she returns to work or her
                "maternity leave period" expires.

11.3    CHANGE OF EMPLOYER

        If any Pensionable Member transfers from the Service of one Employer to
        the Service of another Employer the Member shall not be treated as
        leaving Pensionable Service on the transfer.

11.4    LINKED PENSIONABLE SERVICE

        11.4.1  Subject to Clauses 11.2.1, 11.4.2 and 17.1 a Pensionable Member
                who leaves Pensionable Service and re-enters Pensionable Service
                or whose Pensionable Service is interrupted shall receive
                benefits in respect of each period of Pensionable Service as if
                he or she had not previously been in Pensionable Service.

        11.4.2  Where a Pensionable Member leaves Pensionable Service and
                re-enters Pensionable Service or a Member's Pensionable Service
                is interrupted in

                                       31
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                                                                   Exhibit 10.38

                circumstances where the Member has retained a right to pension
                benefits under the Scheme in respect of the first period of
                Pensionable Service the Pensionable Member may, with the consent
                of the Principal Employer, elect to surrender his or her
                entitlement to pension benefits in respect of the first period
                of Pensionable Service on terms that the two periods of
                Pensionable Service be aggregated for the purpose of calculating
                his or her entitlement to benefits under the Scheme.

12.     CONTRIBUTIONS

12.1    EMPLOYER'S CONTRIBUTIONS

        12.1.1  In respect of any period when section 58 of the 1995 Act
                (schedules of contributions) applies to the Scheme and there is
                a current schedule of contributions prepared by the Trustees
                under that section in respect of the Scheme, the Employers'
                contributions shall:-

                (a)  be at a rate not lower than the rate specified in that
                     schedule of contributions; and

                (b)  be paid on or before the dates specified in that schedule
                     of contributions;

                     and in respect of any such period the Trustees shall take
                     all reasonable steps to secure that such a schedule is
                     prepared, maintained and from time to time revised as
                     required by that section. Subject (where applicable) to
                     those minimum requirements, each Employer shall, subject
                     also to the following provisions of this Clause 12.1, pay
                     such contributions to the Scheme as the Principal Employer
                     shall determine in relation to that Employer having
                     obtained the advice of the Actuary.

        12.1.2  The Employers, or any one or more of them, may at any time
                terminate liability on their or its part to contribute to the
                Scheme (provided that all contributions are paid to date and the
                Actuary is satisfied that the Scheme is solvent and for that
                purpose he or she shall have regard to the considerations
                referred to in Clause 12.1.3 below regarding solvency of the
                Scheme). Written notice shall be given by any Employer to the
                Trustees of the intention to terminate contributions. All
                Members who are affected by such action shall be notified by the
                Trustees.

        12.1.3  If any of the Employers notify the Trustees that its
                contributions to the Scheme are to cease and subject to the
                overriding provisions of Section 144 of the 1993 Act and section
                75 of the 1995 Act the Actuary advises the Trustees that the
                Scheme is insolvent that Employer may cease to contribute but
                there shall subsist (until discharged) a liability upon such
                Employer to pay a lump sum to the Trustees which in the opinion
                of the Actuary represents an equitable contribution to the Fund
                by such Employer towards restoring the solvency of the Scheme.
                For the purposes of this Clause the word "insolvent" shall have
                the meaning ascribed to it by the Actuary and the Actuary in
                making his determination in this respect shall have regard to
                whether the Scheme is likely to be made paid up, continue as an
                ongoing scheme (either closed to new members or accepting new
                members) or be wound up. All Members who are affected by such
                action shall be notified by the Trustees.

        12.1.4  The Employers, or any one or more of them, may at any time
                suspend contributions from them or it to the Scheme provided
                that the Actuary must be satisfied that such a suspension of
                contributions could be justified by the assets of the Scheme
                being sufficient to maintain a the solvency of the Scheme upon
                the

                                       32
<Page>

                                                                   Exhibit 10.38

                actuarial assumptions adopted at the time of the Scheme's most
                recent valuation provided that:

                (a)  If, at any time after the suspension of contributions
                     referred to in 12.1.4 above the Actuary considers that the
                     value of the Scheme's assets have fallen below the level
                     required to maintain the solvency of the Scheme referred to
                     in that clause or that the value of the assets of the
                     Scheme have fallen below the level required in Section 56
                     of the 1995 Act or regulations made thereunder then the
                     Actuary shall recommend that contributions by any one or
                     more of the Employers be resumed.

                (b)  In the event that any one or more of the Employers do not
                     resume contributions in accordance with clause 12.1.4(a)
                     the Trustees may, if they consider it appropriate treat
                     that or those Employers as having terminated their
                     liability to contribute to the Scheme in accordance with
                     clause 12.1.2 or 12.1.3 as appropriate.

        12.1.5  If an Employer gives notice under this Clause 12.1 its liability
                to meet costs, charges and expenses incurred thereafter shall
                cease and in the case of 12.1.2 or 12.1.3 those Members who are
                in its employment shall also have their contribution liability
                terminated.

12.2    MEMBERS' CONTRIBUTIONS

        12.2.1  Subject to Clause 11.2 and Appendix 3 every Pensionable Member
                shall contribute to the Scheme at the rate notified to the
                Pensionable Members from time to time by the Principal Employer
                while in Pensionable Service up to the date of the beginning of
                the Scheme Year prior to Norma1 Retirement Date.

        12.2.2  Each Pensionable Member's contributions shall be collected by
                the Employer by deduction from the Pensionable Member's
                remuneration unless the Trustees and the Pensionable Member
                shall agree some other manner of collection. All such
                contributions shall be paid by the Employers to the Trustees or
                as the Trustees shall otherwise direct.

12.3    ADDITIONAL VOLUNTARY CONTRIBUTIONS

        12.3.1  A Member may make voluntary contributions to the Scheme and may
                increase, decrease or discontinue such contributions, subject to
                the restrictions in Clause 12.3.2 in order to provide additional
                benefits payable in the form of pensions or lump sum benefits as
                agreed between the Member and the Trustees.

        12.3.2  The restrictions referred to in Clause 12.3.1 are that:-

                (a)  the voluntary  contributions shall not be such that the
                     additional benefits secured or the amount of the
                     contribution would prejudice Approval;

                (b)  except in relation to a Member whose voluntary
                     contributions are paid under an arrangement which commenced
                     or is treated as having been entered into on or before 7
                     April 1987, no part of any retirement pension provided by
                     voluntary contributions may be commuted for a lump sum
                     under Clause 13.6.1;

                                       33
<Page>

                                                                   Exhibit 10.38

                (c)  the Trustees  may  impose a minimum  on the amount of a
                     Pensionable Member's voluntary contributions in any tax
                     year but the minimum shall not exceed the greater of:-

                     (i)   one-half of one per cent of his or her earnings from
                           the Employer in that tax year; and

                     (ii)  three times the weekly rate of the Lower Earnings
                           Limit for that tax year;

                (d)  the Trustees may from time to time impose a requirement
                     that a Pensionable Member give written notice of up to 12
                     months before starting, increasing, decreasing or
                     discontinuing contributions and shall have power to waive
                     any requirement imposed by them in any case they think fit.

                The voluntary contributions shall be discontinued when the
                Member ceases to be in Pensionable Service unless the Trustee
                (consistent with Approval) agree otherwise.

        12.3.3  The part of the Fund which is represented by or derived from:-

                (a)  voluntary contributions made by a Member to the Scheme
                     under Clause 12.3.1; and

                (b)  that part of any transfer payment received by the Trustees
                     in respect of any person which was kept separate from the
                     other assets of the arrangement from which it was
                     transferred and which is attributable to voluntary
                     contributions made or deemed to be made by such person to
                     the retirement benefits scheme or arrangement from which
                     the transfer payment is received.

                shall be kept separate from the other assets constituting the
                Fund ("Segregated Fund") unless under Clause 12.3.4 the Trustees
                have determined that that part of the Fund shall not be used to
                provide benefits on any money purchase basis.

        12.3.4  The amounts of such additional benefits shall be determined by
                the Trustees (after consulting the Actuary or the Insurance
                Company or other organisation with which they may be secured) on
                a basis which is reasonable, having regard to the amount of the
                voluntary contributions and:-

                (a)  if the voluntary contributions form part of the Segregated
                     Fund, the value of benefits shall be equivalent on a money
                     purchase basis to the assets attributable to the voluntary
                     contributions;

                (b)  if the benefits are not provided on a money purchase basis,
                     the value of benefits shall be reasonable having regard to
                     the value of other benefits under the Scheme.

        12.3.5  In determining such additional benefits under Clauses 12.3.1 and
                12.3.4 the Trustees shall comply with the requirements of
                Chapter I of Part IV of the 1993 Act.

                                       34
<Page>

                                                                   Exhibit 10.38

        12.3.6  The provisions of Clauses 12.3.1 to 12.3.5 shall
                (notwithstanding anything in them to the contrary) be subject to
                the provisions of Part III of schedule 6 to the Finance Act 1989
                concerning the return of surplus funds.

        12.3.7  The Trustees may agree with the Member that benefits from
                additional voluntary contributions may be payable at a different
                age from the other benefits in the Scheme in which case the
                Member must agree to the form and amount of his or her benefits
                under the Scheme being subject to such restrictions as the Board
                of Inland Revenue may from time to time require in addition to
                or in substitution for the limits in Appendix 3.

13.     BENEFITS ON RETIREMENT

13.1    PENSION ON RETIREMENT AT NORMAL RETIREMENT DATE

        Each Pensionable Member who leaves Service at Normal Retirement Date
        shall receive an annual pension calculated as one sixtieth of Final
        Pensionable Salary for each complete year (and proportionately for each
        additional complete month) of Pensionable Service (up to a maximum of
        forty years).

13.2    LATE RETIREMENT

        13.2.1  A Pensionable Member who remains in Service after Normal
                Retirement Date shall, subject to clause 13.2.2, receive a
                pension on retirement from Service equal to the pension that
                would have been payable at Normal Retirement Date had the Member
                then left Service increased by such amount as the Trustees
                decide having regard to the advice of the Actuary.

        13.2.2  With the consent of the Principal Employer, a Pensionable Member
                who is not a Class A Member may instead elect to contribute to
                the Scheme after Normal Retirement Date, to remain in
                Pensionable Service and to receive a pension on retirement from
                Service equal to one sixtieth of Final Pensionable Salary for
                each complete year (and proportionately for each additional
                complete month) of Pensionable Service (up to a maximum of 40
                years).

13.3    EARLY RETIREMENT DUE TO ILL-HEALTH

        13.3.1  If a Pensionable Member leaves Service at any time before Normal
                Retirement Date on account of incapacity due to serious
                ill-health or injury rendering him or her incapable of
                performing his or her existing job or any alternative job with
                the Employer which in the Trustees' opinion it would be
                reasonable for the Pensionable Member to be required to accept
                (proved to the satisfaction of the Trustees) the Pensionable
                Member shall, subject to the consent of the Employer, be
                entitled to receive an immediate pension calculated as in Clause
                13.1 but based on Final Pensionable Salary and Pensionable
                Service at the date of retirement.

13.4    EARLY RETIREMENT FOR REASONS OTHER THAN ILL-HEALTH

        13.4.1  A Pensionable Member not entitled to a pension under Clause
                13.3.1 who leaves Service on or after age 50 but before Normal
                Retirement Date may with the consent of the Employer elect to
                receive an immediate pension calculated as in Clause 13.1 but
                based on Final Pensionable Salary at, and Pensionable Service up
                to, the date of his or her retirement. The pension shall then be
                reduced by such amount as the Trustees shall direct being no
                more than the Actuary certifies to be

                                       35
<Page>

                                                                   Exhibit 10.38

                reasonable to take account of the earlier date on which the
                pension becomes payable.

        13.4.2  Where a pension payable to a Pensionable Member will be
                increased when the Pensionable Member reaches State Pension Age
                because of Clause 13.7.1, the pension payable before that age
                shall be reduced by such amount as the Actuary prescribes but
                not so that the actuarial value of the pension is less than the
                actuarial value of the pension which would have been payable but
                for Clause 13.7.1 and this Clause 13.4.2.

        13.4.3  The Trustees shall be reasonably satisfied that on the date when
                the pension under Clause 13.3.1 or 13.4.1 becomes payable its
                value, together with the value of any benefit payable on the
                Pensionable Member's death is not less than the value on that
                date of any benefits which have accrued to or in respect of the
                Pensionable Member, including for this purpose any increases in
                benefits which the Trustees estimate would accrue in accordance
                with the 1993 Act if the Member elected to take a deferred
                pension under Clause 15.3.

13.5    OPTIONAL PENSION FOR SPOUSE AND DEPENDANTS

        13.5.1  A Member may with the consent of the Trustees elect in writing
                to surrender part of his or her pension in order to provide a
                pension or pensions in addition to any payable under any other
                Clause, payable on the Member's death to the Member's spouse
                and/or any Dependants nominated by the Member.

        13.5.2  The option in Clause 13.5.1 is subject to the following
                conditions:-

                (a)  it may be exercised only when the Member's pension becomes
                     payable;

                (b)  the aggregate of the spouse's and Dependants' pensions
                     under this Clause 13.5 shall be equal in value to the part
                     of the Member's pension surrendered, calculated on a basis
                     certified as reasonable by the Actuary;

                (c)  the option may not be exercised so that the annual amount
                     of a spouse's or Defendants' pension would be less than the
                     limit applicable in Clause 13.6.4 at the time of surrender;

                (d)  the aggregate annual amount of the Dependants' and spouse's
                     reversionary pensions provided under this Clause 13.5
                     together with any pension contingently payable in respect
                     of the Member under the Scheme shall not exceed the annual
                     amount of the Member's pension after surrender but before
                     commutation under Clause 13.6.1;

                (e)  if the spouse or nominated Dependant dies before the Member
                     but after the first instalment of the Member's pension has
                     become payable, the Member's pension after surrender shall
                     not be affected;

                (f)  the exercise of the option shall be subject to such
                     restrictions as the Trustees consider appropriate to ensure
                     that the Member's pension is not less than his or her GMP;
                     and

                (g)  any pension payable to a Dependant or spouse under this
                     Clause 13.5 shall be payable for such period as may be
                     agreed between the Member and the Trustees or failing such
                     agreement the pension shall be payable for life or

                                       36
<Page>

                                                                   Exhibit 10.38

                     until such Dependant, if a child, ceases to fulfil the
                     conditions set out at (b) of the definition of Dependent
                     child in Clause 1.1.1

13.6    COMMUTATION

        13.6.1  A Member may (subject to any restriction pursuant to Clause 12.3
                and Clause 8.1 and to the requirement that the Member's
                remaining pension must not be less than his or her GMP at State
                Pension Age) commute the whole or part of his or her pension by
                giving written notice to the Trustees. The lump sum shall not
                exceed 3/80ths of the Member's Final Pensionable Salary for each
                year of Pensionable Service (subject to a maximum of one and a
                half times Final Pensionable Salary) or (subject to Inland
                Revenue Limits) such greater amount as the Trustees may at their
                discretion allow. The amount of the pension foregone as a result
                of such commutation shall be calculated on a basis certified as
                reasonable by the Actuary. This option may be exercised within
                six months before the date the pension becomes payable or at
                such time thereafter as the Trustees allow. This Clause 13.6.1
                shall not apply if Clause 13.6.3 or Clause 13.6.4 applies.

        13.6.2  A Member who remains in Service after Normal Retirement Date may
                with the consent of the Trustees and the Principal Employer
                unless he or she is a Class A Member (as defined in Appendix 3)
                commute the whole or part of his or her pension at Normal
                Retirement Date in accordance with Clause 13.6.1. Payment of any
                pension remaining after such commutation may be postponed until
                not later than his or her actual retirement from Service.

        13.6.3  If a Member becomes entitled to payment of a pension in
                exceptional circumstances of serious ill-health the Trustees may
                pay the Member in lieu of the whole or any part of that pension
                a lump sum of such amount as it shall determine, calculated on a
                basis certified as reasonable by the Actuary.

        13.6.4  The Trustees may pursuant to this Clause 13.6.4 pay a person, in
                lieu of his or her pension, a lump sum of such amount as the
                Trustees shall determine, calculated on a basis certified as
                reasonable by the Actuary. This power may be exercised only if
                the aggregate annual amount of the pensions and pension
                equivalent of any lump sums to which that person is entitled
                under the Scheme and under all other Retirement Benefits Schemes
                to which any Employer contributes or has contributed does not
                exceed L 260 or such other amount as may be prescribed under
                sections 21 and 77 of the 1993 Act and shall not prejudice
                Approval. For this purpose the provisions in Rule 12.1 of
                Appendix 3 relating to commutation of GMPs must also be
                satisfied.

13.7    SUPPLEMENTARY PROVISIONS

        13.7.1  Any pension payable to a Member under Clauses 13.1 to 13.5
                inclusive and after any commutation under Clauses 13.6.1 to
                13.6.3, but before any commutation under Clause 13.6.4, shall be
                reduced to the extent necessary or set at a rate to ensure that
                at State Pension Age the pension is not less than the Member's
                GMP.

        13.7.2  In addition to the benefits (if any) payable under Clauses 13.1
                to 13.6 inclusive there shall payable:-

                (a)  any pension arising from a transfer payment received by the
                     Trustees pursuant to Clause 8.1 or any similar facility in
                     the Previous Provisions; and

                                       37
<Page>

                                                                   Exhibit 10.38

                (b)  any benefit arising from voluntary contributions paid by
                     the Member to the Scheme pursuant to Clause 12.3 or any
                     similar facility in the Previous Provisions,

                unless increased Pensionable Service has been granted to the
                Member in respect of those additional voluntary contributions or
                the transfer payment.

        13.7.3  The benefits payable under Clauses 13.1 to 13.7 inclusive shall
                not exceed Inland Revenue Limits.

        13.7.4  Where a Member has part-time employment or changes his
                employment from part-time to full-time or full-time to part-time
                the following provisions will apply:-

                (a)  where a Member in part-time employment is increasing or
                     decreasing his or her hours of part-time employment there
                     will be an appropriate conversion of his or her period of
                     part-time Service (i.e. respectively decreasing or
                     increasing) so that his or her benefits under this clause
                     13 in respect of part-time Pensionable Service will be
                     calculated on the basis of his or her Final Pensionable
                     Salary (calculated on his or part-time remuneration) and
                     part-time Pensionable Service completed (inclusive of
                     converted part-time Pensionable Service) and in any case of
                     doubt a certificate of the Employer as to the aggregate
                     Pensionable Service which may count shall be final and
                     conclusive;

                (b)  where a Member is changing from part-time to full-time
                     employment his or her benefits under this Clause 13 will be
                     based on his or her Final Pensionable Salary in the
                     full-time employment but the period of part-time Service
                     will be converted into the corresponding period of
                     full-time Service in determining the aggregate Pensionable
                     Service which may count;

                (c)  where a Member is changing from full-time to part-time
                     employment his or her benefits under this Clause 13 in
                     respect of full-time Service will be based on his or her
                     final Pensionable Salary (which will be converted into its
                     full-time equivalent amount) and full-time Service. His or
                     her benefits under this Clause 13 in respect of part-time
                     and full-time Service will be calculated on the basis of
                     his or her Final Pensionable Salary (calculated on
                     part-time remuneration) and part-time Service Completed.

                (d)  Where a Member's Final Pensionable Salary has to be
                     calculated using a period which includes a period of
                     part-time Service, his Final Pensionable Salary shall be
                     calculated using Pensionable Salary whilst in part-time
                     Service increased pro rata to its full-time equivalent.

14.     BENEFITS ON DEATH

14.1    DEATH IN SERVICE BEFORE NORMAL RETIREMENT DATE

        14.1.1  On the death of a Pensionable Member before Normal Retirement
                Date, the Trustees shall pay:-

                (a)  a lump sum equal to four times the Pensionable Member's
                     Life Assurance Salary at the date of death payable in
                     accordance with Clause 14.7;

                                       38
<Page>

                                                                   Exhibit 10.38

                (b)  to the Pensionable Member's spouse, an immediate pension
                     equal to one half of the pension which the Pensionable
                     Member would have received if the Pensionable Member had
                     retired on the date immediately preceding the date of his
                     or her death calculated as in Clause 13.1 and based on the
                     Pensionable Service the Pensionable Member would have
                     completed had the Pensionable Member remained in
                     Pensionable Service up to Normal Retirement Date; and

                (c)  a lump sum payable in accordance with Clause 14.7 equal to

                     (i)   the Pensionable Member's ordinary contributions to
                           the Scheme;

                     (ii)  an amount equal to any contribution made by the
                           Member to the Former Scheme which have been
                           transferred into the Scheme and not included in (i)
                           above plus compounded interest at the rate of 3% per
                           annum to 31 July 1974 (with no interest being allowed
                           for a part of a year).

        14.1.2  If a Life Member dies in Service before age 60 the Trustees
                shall pay a lump sum equal to four times the Life Member's Life
                Assurance Salary at the date of death in accordance with Clause
                14.7.

14.2    DEATH IN SERVICE AFTER NORMAL RETIREMENT DATE

        14.2.1  If a Pensionable Member who has not attained aged 70 dies whilst
                still in Service after Normal Retirement Date but before any
                pension has started to be paid to the Pensionable Member there
                shall be payable the benefits specified in clause 14.1.1
                calculated, where appropriate, by reference to the late
                retirement pension under clause 13.2 which would have been
                payable had he or she retired on the day before his or her
                death.

        14.2.2  If a Pensionable Member who has attained age 70 dies whilst in
                Service after Normal Retirement Date but before any pension has
                started to be paid to the Pensionable Member there shall be
                payable the benefits which would have been payable if the
                Pensionable Member had retired on the date immediately preceding
                the Pensionable Member's death and had on that date elected to
                take the maximum lump sum payable under clause 13.6.1 (which
                shall be payable in accordance with clause 14.7.

14.3    DEATH WHILST ENTITLED TO A DEFERRED PENSION

        On the death of a Member who has left Pensionable Service and is
        entitled to a deferred pension from the Scheme the Trustees shall pay:-

        14.3.1  a lump sum payable in accordance with Clause 14.7 equal to:

                (i)  the amount (without interest) of ordinary contributions
                     paid or deemed to have been paid to the Scheme by the
                     Member;

                (ii) an amount equal to any contributions made by the Member to
                     the Former Scheme and which had been transferred into the
                     Scheme and not included in (i) above plus compound interest
                     at the rate of 3% per annum to 31 July 1994 (with no
                     interest being allowed for part of a year).

                                       39
<Page>

                                                                   Exhibit 10.38

        14.3.2  to the Member's spouse, a pension equal to fifty per cent of the
                Short Service Benefit or deferred pension to which the Member is
                entitled under the Scheme at the date of his death.

        14.3.3  The pension calculated in Clause 14.3.2 shall not be less than
                an amount equal to 1/60th of his or her Final Pensionable Salary
                for each complete (and proportionately for each additional
                complete month) of his or her Contracted-Out Service

14.4    DEATH AFTER RETIREMENT

        On the death of a Member after his or her pension has become payable (or
        would have but for it being commuted) the Trustees shall pay:-

        14.4.1  if the Member dies within five years of the commencement of his
                or her pension a lump sum payable in accordance with Clause 14.7
                which is the product of:-

                (a)  the monthly rate of the Member's pension in force at the
                     date of the Member's death; and

                (b)  sixty less the number of instalments of pension received by
                     the Member before his or her death.

        14.4.2  to the Member's spouse provided the spouse's pension has not
                been commuted for a lump sum under Clause 13.6.3, a pension
                equal to one half of the Member's pension at the date of death
                and one half of the pension which the Member would have been
                receiving in addition thereto at the date of death but for any
                commutation or surrender under Clauses 13.5.1, 13.6.1 and
                13.6.2.

14.5    REDUCTION OF SPOUSE'S PENSION

        If a Member's spouse is more than ten years younger than the Member the
        spouse's pension shall be reduced (but not below the spouse's GMP (if
        any)) by such amount as the Trustees shall determine, having regard to
        the advice of the Actuary.

14.6    DEPENDANTS' PENSIONS

        The Trustees may in their absolute discretion if a Member is not living
        with the surviving spouse at the date of death (ignoring temporary
        absences such as hospitalisation) or there is no surviving spouse apply
        all or part of the pension payable to a surviving spouse in excess of
        the GMP (if any) or any benefit entitlement equal to that under section
        12B of the 1993 Act (if any) to or for the benefit of the Member's
        Dependants (other than the surviving spouse) in such shares as the
        Trustees in their discretion think fit, in which case the pension so
        payable shall (unless the Trustees otherwise determine) cease upon the
        death of the Dependant concerned except where the Dependant is a
        Dependent Child in which case it shall cease when the recipient ceases
        to be a Dependent Child. In addition, Clause 14.5 shall apply as if the
        reference to the Member's spouse was a reference to the actual recipient
        of a pension (or part thereof).

14.7    DISTRIBUTION OF LUMP SUM DEATH BENEFITS

        14.7.1  Subject to the remaining provisions of this Clause, any lump sum
                death benefits becoming payable under the Trust Deed (including
                those deriving from additional voluntary contributions or
                transfer payments) may at the absolute discretion of the
                Trustees be applied in the payment of the funeral expenses of
                the Member or

                                       40
<Page>

                                                                   Exhibit 10.38

                the reimbursement of any person who has paid these expenses
                and/or for the benefit of or paid to any one or more of a class
                consisting of:-

                (a)  the Member's spouse or cohabitee;

                (b)  the children, parents and grandparents of the Member and
                     the Member's spouse or cohabitee;

                (c)  the issue of any such individuals;

                (d)  the spouses of any individuals in (a), (b) or (c) and their
                     issue;

                (e)  the Member's Dependants and any other person who, in the
                     Trustees' opinion is or was a person for whom the Member
                     was under a legal or moral obligation to make financial
                     provision;

                (f)  any individual or body of persons (whether or not natural
                     persons) nominated by the Member by notice in writing
                     addressed to and received by the Trustees during his or her
                     lifetime as a potential recipient of such benefit; and

                (g)  the Member's legal personal representatives in such shares
                     as the Trustees in their absolute discretion decide.

        14.7.2  The Trustees may also apply the whole or any part of such lump
                sum benefit by transferring it to trustees to be held by such
                trustees for any individual and/or body of persons referred to
                in (a) to (f) of Clause 14.7.1 upon such trusts and powers
                (including discretionary trusts or powers exercisable by such
                trustees) as the Trustees shall decide. Any expenses, fees or
                other outgoings incurred in connection with any payment,
                application or transfer pursuant to this Clause may, if the
                Trustees so decide, be deducted from or paid out of such
                benefits.

        14.7.3  If any part of such lump sum benefit is not applied in
                accordance with Clause 14.7.1 or 14.7.2 within a period of 24
                months after the date of the Member's death, it shall be paid to
                the Member's legal personal representatives.

        14.7.4  The whole or any part of any lump sum death benefit shall be
                retained as part of the Fund if the Crown, the Duchy of
                Lancaster or the Duke of Cornwall would otherwise benefit
                therefrom.

        14.7.5  In the case of a Member who is a 20% Director and who dies on or
                after the Member's 75th birthday, any benefit in the form of a
                lump sum payable on the death of such Member shall be payable to
                the Member's spouse or if there is no spouse to the legal
                personal representatives of the Member.

14.8    SUPPLEMENTARY PROVISIONS

        14.8.1  No pension payable to a Member's surviving spouse shall be less
                than the spouse's GMP. Where the spouse's pension has been
                commuted under Clause 13.6.3 the amount of the pension before
                commutation shall not be less than the spouse's GMP at that
                time.

        14.8.2  In addition to the benefits (if any) payable under Clauses 14.1
                to 14.7 there shall be payable:-

                                       41
<Page>

                                                                   Exhibit 10.38

                (a)  any benefit arising from a transfer payment (save as from a
                     transfer payment referred to in Clause 14.1(c)(ii) and
                     14.3.1(ii)) received by the Trustees pursuant to Clause 8.1
                     or any similar facility in the Previous Provisions; and

                (b)  any benefit arising from additional voluntary contributions
                     paid by the Member to the Scheme pursuant to Clause 12.3 or
                     any similar facility in the Previous Provisions,

                unless increased Pensionable Service has been granted to the
                Member in respect of those additional voluntary contributions or
                the transfer payment.

        14.8.3  The benefits payable under Clauses 14.1 to 14.8 inclusive shall
                not exceed Inland Revenue Limits.

        14.8.4  Subject to Clause 14.8.1, a spouse's pension shall not be
                payable or a relevant level of spouses pension will be payable
                if a Member dies within six months of the marriage to his or her
                spouse where the marriage occurred after leaving Pensionable
                Service. The Trustees shall decide the level of reduction after
                taking the advice of the Actuary.

        14.8.5  At the absolute discretion of the Trustees the death benefits
                provided under this Clause 14 may be reduced having regard to
                any limitation on the amount of life assurance cover which can
                be obtained by the Trustees on the life of a Member or Life
                Member without providing medical evidence or if life assurance
                cover cannot be obtained at ordinary rates of premium. The
                Trustees shall immediately notify the Member or Life Member in
                writing if any reduction is necessary.

        14.8.6  Any Employee who becomes a pensionable Member under the
                provisions of Clause 11.1.3 and 11.1.4 shall not be entitled to
                the benefits set out in this Clause 14 until such time as the
                Trustees have obtained any required medical evidence and can
                confirm that the Employee is covered for the benefits under this
                Clause 14.

        14.8.7  If the spouse of a Member is in receipt of a pension from the
                Scheme and dies leaving a surviving Dependent Child, the
                spouse's pension which is being paid shall continue to be paid
                to or for the benefit of any such Dependent Child until there is
                no Dependent Child. If at any time there is more than one
                Dependent Child, the Trustees shall pay the pension to or for
                the benefit of such one or more to the exclusion of the other or
                others of the Dependent Children and in such shares as the
                Trustees in their absolute discretion think fit.

15.     BENEFITS ON WITHDRAWAL

15.1    BENEFITS ON WITHDRAWAL

        On the termination of Pensionable Service of a Pensionable Member before
        Normal Retirement Date otherwise than by death and in circumstances
        where the Member does not elect to receive the benefits payable on early
        retirement under Clause 13.3 or 13.4 if those Clauses apply, the Member
        shall be entitled to receive the benefits specified in either Clause
        15.2 or Clause 15.3 (as appropriate).

15.2    RETURN OF CONTRIBUTIONS

        If the Member has not completed two years of Qualifying Service and no
        transfer payment under Clause 8.1 or any similar facility in the
        Previous Provisions has been received in respect

                                       42
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                                                                   Exhibit 10.38

        of the Member's rights under a Personal Pension Scheme, the Trustees
        shall pay to the Member a lump sum equal to:-

                (a)  the amount of contributions which the Member has made or is
                     deemed to have made to the Scheme pursuant to Clause 12.2.1
                     or any similar facility in the Previous Provisions without
                     interest except that any contributions which have been made
                     by a member to the Former Scheme and which have been
                     transferred into the Scheme shall have compound interest
                     added at the rate of 3% per annum to 31 July 1974 (with no
                     interest being allowed for part of a year); less

                (b)  the part determined in accordance with section 61 of the
                     1993 Act of any contributions equivalent premium paid in
                     respect of the Member as defined by and in accordance the
                     1993 Act; plus

                (c)  the amount of voluntary contributions which the Member has
                     made under Clause 12.3 or any similar facility in the
                     Previous Provisions; plus

                (d)  the amount (subject to any restrictions under Clause 8.1.2)
                     of any contributions made by the Member to any other
                     Retirement Benefit Scheme and in respect of which a
                     transfer payment has been received by the Trustees pursuant
                     to Clause 8.1 or any similar facility in the Previous
                     Provisions; less

                (e)  the amount of tax or duty for which the Trustees are liable
                     in respect thereof.

15.3    DEFERRED PENSION

        If the Member has completed two years or more of Qualifying Service or a
        transfer payment in respect of the Member's rights under a Personal
        Pension Scheme has been received under Clause 8.1 or any similar
        facility in the Previous Provisions, the Member shall be granted a
        deferred annual pension calculated as under Clause 13.1 but based on
        Final Pensionable Salary at, and Pensionable Service up to, the date of
        leaving Pensionable Service and increased in accordance with Clause
        15.5. The pension shall commence at Normal Retirement Date but where
        Normal Retirement Date is later than State Pension Age the part of the
        pension which is the Member's GMP shall commence at State Pension Age.

15.4    TRANSFER PAYMENTS

        15.4.1  A Member who is entitled to a deferred pension under Clause 15.3
                may elect to receive a transfer payment in lieu of the deferred
                pension pursuant to Clause 8.2.

        15.4.2  A Member who is entitled to a lump sum payment under Clause 15.2
                may, prior to the payment of the lump sum and subject to the
                consent of the Trustees, elect to receive in lieu thereof a
                transfer payment in accordance with Clause 8.2.

15.5    INCREASES TO DEFERRED PENSIONS

        Where a Member is entitled to a deferred pension under the Scheme, that
        part of the deferred pension (if any) which exceeds the Member's GMP
        shall, if the Member ceased to be in Pensionable Service more than one
        year before Normal Retirement Date, be increased in respect of the
        period between cessation of Pensionable Service and Normal Retirement
        Date by the lower of 5% per annum compound and the percentage increase
        in prices (such increase in pension to be calculated in accordance with
        Chapter II of Part IV, and Schedule 3 to, the 1993

                                       43
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                                                                   Exhibit 10.38

        Act) (notwithstanding that "normal pension age" under those provisions
        may be earlier than Normal Retirement Date) except that a deferred
        pension under Clause 15.2 which corresponds in value to the Member's
        contributions shall instead be increased (in respect of the same period)
        in accordance with paragraph 5 of Schedule 3 to the 1993 Act.

15.6    LATE PAYMENT

        A Member entitled to a deferred pension under Clauses 15.2 or 15.3 who
        remains in employment after Normal Retirement Date may, on attaining
        Normal Retirement Date, elect to postpone payment of his or her pension
        beyond that Date. If the payment of a Member's pension is postponed it
        shall commence on a date no later than the date of the Member's actual
        retirement from employment or the Member's 70th birthday (if earlier).
        If the deferred pension is postponed it will be increased when it
        becomes payable by such amount as the Trustees shall decide being no
        less than the amount the Actuary certifies to be reasonable to take
        account of the later date on which the pension comes into payment and
        which complies with the provisions of Clause 15.9.2 and takes account of
        the later date on which the pension comes into payment. If the Member
        dies after the Member's Normal Retirement Date but before any pension
        has started to be payable to him or her, there shall be payable the
        benefits which would have been payable if the Member had retired
        immediately prior to the date of death.

15.7    EARLY PAYMENT

        A Member who is incapacitated due to serious ill-health or injury
        rendering him or her incapable of performing his or her existing job or
        any alternative job which in the Trustees' opinion it would be
        reasonable for the Member to accept (proved to the satisfaction of the
        Trustees) or is aged 50 or more and who is entitled to a deferred
        pension under Clauses ERROR! REFERENCE SOURCE NOT FOUND. or 15.3 may
        with the consent of the Trustees elect that the Member's pension shall
        commence before Normal Retirement Date. The amount of the deferred
        pension shall be reduced by such amount as the Trustees shall decide
        being no more than the Actuary certifies to be reasonable to take
        account of the earlier date on which the pension comes into payment but
        so that the provisions of Clause 15.9.2 shall be complied with.

15.8    COMMUTATION

        A Member entitled to a pension under Clauses 15.3 may when his or her
        pension becomes payable (at Normal Retirement Date or under Clauses 15.6
        or 15.7):-

        15.8.1  commute the pension pursuant to Clause 13.6.1 or 13.6.2; or

        15.8.2  have his or her pension commuted by the Trustees pursuant to
                Clause 13.6.3 or 13.6.4.

15.9    MINIMUM AMOUNTS

        15.9.1  Any pension payable under Clauses 15.3, 15.6 or 15.7 or which
                would have been payable but for Clause 15.8.2 shall be reduced
                to or set at an initial rate so that after the Member reaches
                State Pension Age it shall no be less than the Member's GMP.

        15.9.2  The Trustees shall be reasonably satisfied that on the date when
                a pension becomes payable under Clause 15.6 or 15.7, its value,
                together with the value of any benefits payable on the Member's
                death is not less than the value on that date of any benefits
                which have accrued to or in respect of the Member, including for
                this

                                       44
<Page>

                                                                   Exhibit 10.38

                purpose any increases in benefits which have accrued or which
                the Trustees estimate would accrue (as appropriate) in
                accordance with the 1993 Act.

        15.9.3  Where a pension payable to any Member is to be increased after
                the Member reaches State Pension Age by reason of Clause 15.9.1,
                the pension payable before the Member reaches that age shall be
                reduced by such amount as the Actuary prescribes but not so that
                the actuarial value of the pension is less than the actuarial
                value of the pension which would have been payable but for
                Clause 15.9.1.

15.10   SUPPLEMENTARY PROVISIONS

        15.10.1 In addition to the benefits (if any) payable under Clauses 15.1
                and 15.3 to 15.9 there shall be payable:-

                (a)  any benefit arising from a transfer payment received by the
                     Trustees pursuant to Clause 8.1 or any similar facility in
                     the Previous Provisions; and

                (b)  any benefit arising from voluntary contributions paid by
                     the Member to the Scheme pursuant to Clause 12.3 or any
                     similar facility in the Previous Provisions,

                unless increased Pensionable Service or an increased transfer
                payment has been granted to the Member in respect of those
                additional voluntary contributions or the transfer payment.

        15.10.2 The benefits payable under Clauses 15.1 to 15.10 inclusive shall
                not exceed Inland Revenue Limits.

16.     ADDITIONAL AND SPECIAL BENEFITS

16.1    PENSION INCREASES

        16.1.1  Pensions under the Scheme shall be increased as follows:-

                (a)  any pension or part thereof which accrued prior to 6 April
                     1997 where the recipient has reached his or her 60th
                     birthday at the date an increase is due, shall except as
                     provided in clause 16.1.2, be increased annually as
                     follows:

                     (i)   the increase due on the 1 July next following the
                           later of the date of commencement and the date he or
                           she attained his or her 60th birthday shall be 1 1/2%
                           of the initial amount of pension; and

                     (ii)  the increase due on 1 July next following that
                           referred to in (i) above and any subsequent 1 July
                           shall be 3% per annum compound.

                (b)  any pension or part thereof which accrued from 6 April 1997
                     until 6 May 2000, shall subject to Section 52 of the 1995
                     Act and except as provided in clause 16.1.2 be increased
                     annually by the "appropriate percentage" defined in section
                     54(2) of the 1995 Act provided that such increases shall
                     not in the case of a recipient who has attained age 60 be
                     less than:-

                                       45
<Page>

                                                                   Exhibit 10.38

                     (aa)  in relation to the increase due on the 1 July next
                           following the later of the date of commencement and
                           the date he or she attained his or her 60th birthday,
                           1 1/2% of the initial amount of pension; and

                     (bb)  in relation to the increase due on 1 July next
                           following that referred to in (ii) above and any
                           subsequent 1 July, 3% per annum compound.

                (c)  during any period while Sections 51 (annual increases) and
                     52 (restrictions on increases) of the 1995 Act apply to the
                     Scheme, any pension or part thereof which accrued on or
                     after 6 May 2000 shall, except as provided in clause
                     16.1.2, be increased annually on a compound basis. The rate
                     of increase shall be the "appropriate percentage" defined
                     in section 54(2) of the 1995 Act.

        16.1.2  Pension increases under Clause 16.1.1 shall not apply to:-

                (a)  pensions deriving from additional voluntary contributions
                     paid by the Member to the Scheme pursuant to Clause 12.3 or
                     any similar facility in the Previous Provisions; or

                (b)  pensions deriving from transfer payments received by the
                     Trustees pursuant to Clause 8.1 or any similar facility in
                     the Previous Provisions; or

                (c)  that part of any pension which constitutes the GMP (if any)
                     of the recipient,

                unless the Principal Employer with the consent of the Trustees
                so directs.

16.2    SPECIAL MEMBERS/AUGMENTATION OF BENEFITS

        16.2.1  The Trustees may with the consent of the Principal Employer and
                the Employer (having obtained confirmation from the Actuary to
                the Scheme that the solvency of the Scheme will not be adversely
                affected) and, except with the written consent of the Member, so
                that no rights or interests of the Member in respect of pension
                benefits accrued prior to the exercise of the discretion shall
                be prejudicially affected thereby, direct that in relation to
                any Member the benefits to be provided by the Scheme or the
                terms and conditions thereof shall be different from those
                provided by the parts 13 to 15 of the Trust Deed provided that:-

                (a)  Inland Revenue Limits shall not be infringed or Approval
                     otherwise prejudiced; and

                (b)  if the member is in Contracted-out Employment, the Scheme
                     shall comply with the requirements of section 9(2) of the
                     1993 Act in respect of such Member.

        16.2.2  The Principal Employer may, subject to:-

                (a)  having obtained confirmation from the Actuary to the Scheme
                     that the solvency of the scheme will not be adversely
                     affected; and

                (b)  the payment of such additional sums (if any) as the
                     Trustees shall decide having regard to the advice of the
                     Actuary;

                                       46
<Page>

                                                                   Exhibit 10.38

                (c)  the remaining provisions of this Clause 16.2.

                provide (i) different benefits (both in type and amount) to or
                in respect of any Member and (ii) benefits in respect of any
                employee or former employee of any Employer or spouse or
                dependent of a former employee of any Employer (or for any other
                person for whom the Commissioners of Inland Revenue have
                permitted the Scheme to provide benefits). No exercise of the
                powers conferred by this Clause shall be such as to prejudice
                Approval or the provisions of Appendix 3 and the provisions of
                Chapter I of Part IV of the 1993 Act and section 67 of the 1995
                Act shall be complied with in relation to any such exercise.

17.     OVERRIDING MAXIMUM AND MINIMUM BENEFITS

17.1    CONTRACTING-OUT PROVISIONS

        The provisions of Appendix 2 shall apply, in respect of contracted-out
        employment completed by reference to the Scheme before 6 April 1997.

17.2    INLAND REVENUE LIMITS

        The provisions of Appendix 3 shall apply.

                                       47