Exhibit 4.2


 


ORIGINAL


 


DEED OF AMENDMENT


 


to


 


THE SAPPI LIMITED SHARE
INCENTIVE SCHEME


 


between


 


SAPPI LIMITED


 


and


 


DAVID CHARLES BRINK


 


and


 


THOMAS LOUW DE BEER


 


WERKSMANS


A    T     T     O     R     N    E
   Y    S


 


 


Johannesburg


 

















 


TABLE OF CONTENTS


 


	
  1

  	
  INTRODUCTION

  	
  1

  
	
   

  	
   

  	
   

  
	
  2

  	
  AMENDMENT

  	
  2

  
	
   

  	
   

  	
   

  
	
  3

  	
  GENERAL

  	
  2

  



 

















 


DEED OF AMENDMENT


 


to


 


THE SAPPI LIMITED SHARE INCENTIVE
SCHEME


(“the scheme”)


 


between


 


SAPPI LIMITED


(Registration No 05 /08963/06)


(“the company”)


of the first part


 


and


 


DAVID CHARLES BRINK


 


and


 


THOMAS LOUW DE BEER


(In their capacities as trustees
of The Sappi Limited Share Incentive Trust)


(“the trustees”)


Of the second part


 


	
  1

  	
   

  	
  INTRODUCTION

  
	
   

  	
   

  	
   

  
	
  1.1

  	
   

  	
  On
  5 March 1997, the trust deed (“the deed”) constituting the scheme was
  adopted by the company.

  
	
   

  	
   

  	
   

  
	
  1.2

  	
   

  	
  Clause
  30 of the deed provides that it shall be competent for the board of directors
  of the company (“the board”) and the trustees to amend the scheme subject to
  the prior approval of the Johannesburg Stock Exchange (“JSE”); provided that
  amendments affecting certain

  



 


1

















 


	
   

  	
   

  	
  matters
  shall not be competent unless sanctioned by the company in general meeting.

  
	
   

  	
   

  	
   

  
	
  1.3

  	
   

  	
  The
  board and the trustees have agreed to amend the deed in the manner set out below.

  
	
   

  	
   

  	
   

  
	
  1.4

  	
   

  	
  It
  is recorded that —

  
	
   

  	
   

  	
   

  
	
  1.4.1

  	
   

  	
  this
  deed of amendment does not relate to any of the matters requiring the
  sanction of the company in general meeting which is, accordingly, not
  required; and

  
	
   

  	
   

  	
   

  
	
  1.4.2

  	
   

  	
  this
  deed of amendment has, or will shortly, be approved by the JSE.

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  AMENDMENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The
  deed is hereby amended by -

  
	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  the
  deletion of the word “twenty” in clause 10.3.1 thereof and the substitution
  of the word “thirty” therefor;

  
	
   

  	
   

  	
   

  
	
  2.2

  	
   

  	
  the
  deletion of the number “21” in clauses 21.2, 22.2, 23.2, 24.2 and 25.2
  thereof and the substitution of the number “30” therefor.

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  GENERAL

  
	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  Unless
  the context clearly indicates a contrary intention, words and expressions in
  the deed shall bear the same meanings in this deed of amendment.

  
	
   

  	
   

  	
   

  
	
  3.2

  	
   

  	
  Save
  for the amendment in 2, the provisions of the deed shall remain unaltered and
  in full force and effect.

  



 


2

















 


	
  3.3

  	
   

  	
  If
  there is any conflict between the provisions of the deed and this deed of
  amendment the provisions of this deed of amendment shall prevail.

  



 


	
  Signed
  at

  	
  Johannesburg

  	
  on

  	
  13th January 1998

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  for

  	
  Sappi
  Limited

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
    /s/
  E van As

  
	
   

  	
   

  	
   

  	
    who
  warrants that he is duly

    authorized hereto

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signed
  at

  	
  Bedfordview

  	
  on

  	
  7th January 1998

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
    /s/
  D C Brink

  
	
   

  	
   

  	
   

  	
    David
  Charles Brink

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signed
  at

  	
  Johannesburg

  	
  on

  	
  19th January 1998

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/
  T L de Beer

  
	
   

  	
   

  	
   

  	
  Thomas
  Louw De Beer

  



 


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