rulesluxfershareincentiv






                                                                                                                                                                                                                                            LUXFER GROUP                                                                                                                                                                   THE   LUXFER SHARE       INCENTIVE     PLAN                                                                                                                                                                            The Plan has been:-                   (a)      established by resolution of the directors of Luxfer Holdings PLC (the "Company")           passed on 26 September 2013; and                   (b)      approved by H M Revenue & Customs pursuant to Schedule 2    ITEPA on 29 October 2013           under reference A 110826.                                                                                                                                                                                      0                                     Pin sent Masons    46342 153.8\sc24  





 






                                         LUXFER    HOLDINGS PLC                                                                THE   LUXFER    HOLDINGS    PLC SHARE     INCENTIVE PLAN                                                                                                                                  Part A:                General                                                      Part B:                Partnership  Shares                                                      Part C:                Matching  Shares                                                      Part D:                Free Shares                                                      PartE:                 Provisions relating to the holding of Plan Shares                                                      Part F:                Glossary                                                      Part G:                Plan Trust Deed                                                                                                                                                                                                                                                                                                                                                                                                                                                                          © 2013 Pinsent Masons LLP ALL RIGHTS RESERVED                      Copyright in the whole and every part of this document belongs to Pinsent Masons LLP (the "Owner") and may   not be used, sold, transferred , copied, adapted or reproduced in whole or in part in any manner or form or in or   on any media to any person without the prior written consent of the Owner.                                         Warning: The  doing of an unauthorised  act in relation to this copyright work may result in both a civil claim for   damages   and criminal prosecution.    46342 153.8\sc24  





 






                                          CONTENTS                                    PART A:  GENERAL                   1        PURPOSE OF THE PLAN                                                                     1   2        PROVISION OF   FREE, PARTNERSHIP AND     MATCHING    SHARES   3        HOLDING OF PLAN SHARES   4        DEFINITIONS AND    INTERPRETATION                                                       1   5        ESTABLISHMENT    OF  PLAN TRUST   6        REFERENCES    TO THE TRUSTEE TO     INCLUDE  REFERENCES TO THE ADMINISTRATOR            2   7        ELIGIBILITY TO PA RTICIPATE IN THE PLAN                                                 2   8        AMENDMENT     OF THE PLAN                                                               2   9        TERMINATION    OF THE  PLAN                                                             2   10       ERRORS AND OMISSIONS                                                                    4   11       RELATIONSHIP WITH CONTRACT OF EMPLOYMENT                                                4   12       PROPER LAW                                                                              5   PART  B: PARTNERSHIP    SHARES   13       ISSUE OF INVITATIONS TO ENTER INTO A     PARTNERSH IP SHARE AGREEM ENT                  6   14       ENTRY INTO A   PA RTNERSHIP SHARE AGREEMENT                                             6   15       QUALIFYING   PERIOD OF EMPLOYMENT                                                       6   16       AUTHORITY TO MAKE DEDUCTIONS       FROM SALARY                                          7   17       INDIV IDUAL LIMIT ON DEDUCTIONS    FROM SALARY                                           7   18       VARIATION   BY PARTICIPANTS   OF AMOUNTS    DEDUCTED                                     7   19       TERM OF A   PARTNERSHIP SHARE AGRE EMENT                                                7   20       NOTICE OF EFFECT OF DEDUCTIONS ON BENEFITS AND TAX          CREDITS                     7   21       NOTICE TO   STOP  DEDUCTIONS                                                             8   22       PARTNERSHIP    SHARE   MONEY TO   BE HELD BY THE TRUSTEE                                 8   23       ACCUMULATION  PERIODS                                                                    8   24       CONNECTED     SHARE  INCENTIVE PLANS                                                     9   25       ACQUISITION OF PARTNERSHIP      SHARES                                                 10   26       SCALING   BACK OF PARTNERSHIP     SHARES                                               10   27       CARRY-FORWARD OF SURPLUS PARTNERSHIP           SHARE   MONEY                            11    46342 153.8\sc24  





 






28       NOTIFICATION OF ACQUISITION OF PARTNERSHIP         SHARES                              11   29       W ITHDRAWAL FROM A PARTNERSHIP SHAR E AGR EEMENT                                       11   30       RETURN   OF  PARTNERSHIP    SHARE  MONEY  UPON    W ITHDRAWAL    OF  H M  REVENUE   &           CUSTOMS APPROVAL                                                                       11   31       SUSPENSION OF DEDUCTIONS       FROM SALARY                                             11   PART C: MATCHING SHARES   32       ISSUE OF INVITATIONS TO ACCEPT AN AWARD OF MATCHING SHARES                             13   33       REQUIREMENTS     FOR MATCHING SHARES                                                   13   34       LIMIT ON MATCHING SHARES                                                               13   35       CARRY-FORWARD      OF UNMATCHED    PARTNERSHIP SHAR ES                                 13   36       AGREEMENT    TO ACCEPT AN AWARD OF MATCHING SHARES                                     13   37       HOLDING PERIOD FOR MATCHING SHARES                                                     13   38       NOTIFICATION OF AWARD                                                                  14   39       FORFEITURE OF MATCHING SHARES                                                          14   PART D: FREE SHARES   40       AWARD   OF FREE SHARES                                                                 15   41       CONNECTED    SHARE   INCENTIVE  PLANS                                                  15   42       QUALIFYING   PERIOD OF EMPLOYMENT                                                      15   43       ISSUE OF INVITAT IONS TO ACCEPT    AN AWARD   OF FREE SHARES                           15   44       EMPLOYEES'    RIGHT NOT TO ACCEPT    AN AWARD    OF FREE SHARES                        16   45       NO MATCHING OF FREE SHARES                                                             16   46       TOTAL NUMBER OF FREE SHARES TO BE AWARDED                                              16   47       NUMBERS    OF FREE SHARES TO BE AWARDED       TO EACH ELIGIBLE EMPLOYEE                16   48       LIMIT ON THE VALUE   OF FREE SHARES AWARDED       IN ANY TAX YEAR                      16   49       ALLOCAT ION OF FREE SHARES     BY REFERENCE TO     PERFORMANCE                         16   50       METHOD ONE                                                                             17   51       METHOD TWO                                                                             17   52       NON-PERFORMANCE  RELATED  FREE        SHARES   TO  BE AWARDED  ON     BASIS OF  SAME           TERMS                                                                                  17   53       HOLDING PERIOD FOR FREE SHARES                                                         18   54       NOTIFICAT ION OF AWARD                                                                 18    46342 153.8\sc24  





 






55       FORFEITURE OF FREE SHARES                                                              18   PARTE: PROVISIONS RELATING TO THE HOLDING OF PLAN SHARES   56       HOLDING OF PLAN SHARES                                                                 19   57       VOLUNTARY    WITHDRAWAL  OF SHARES      FROM THE   PLAN                                 19   58       AUTOMATIC  WITHDRAWAL       OF  PLAN  SHARES    UPON  CEASING    TO  BE  IN RELEVANT           EMPLOYMENT                                                                              19   59       CONSEQUENCES      OF WITHDRAWAL     OF SHARES    FROM THE PLAN                         19   60       NO LIABILITY FOR LOSS OCCASIONED      BY DELAY                                         20   61       FORFEITURE OF FREE AND     MATCHING SHARES                                             20   62       PROV ISIONS OF SHAREHOLDERS' INFORMATION TO PARTICIPANTS                               21   63       VOTING RIGHTS ATTACHING TO PLAN SHARES                                                 21   64       RIGHTS ISSUES                                                                          21   65       HOLDING   PERIOD:  FREEDOM     TO   AUTHORISE   TRUSTEE    TO   ACCEPT   A  GENERAL           OFFER  ETC                                                                             22   66       COMPANY    RECONSTRUCTIONS                                                             23   67       REINVESTMENT    OF  CASH  DIVIDENDS   IN PLAN SHARES                                   24   68       HOLDING   PERIOD FOR   DIVIDEND  SHARES                                                25   69       NOTIFICATION   OF ACQUISITION   OF  DIVIDEND SHARES                                    25   70       PAYE                                                                                   25   PART F: GLOSSARY   71       DEFINITIONS                                                                            27   72       INTERPRETATION    OF THE  PLAN                                                         32   PART G: PLAN TRUST DEED   1        INTERPRETATION                                                                         33   2        PRINCIPAL TRUSTS                                                                       34   3        ADDITIONS TO THE TRUST    FUND                                                         35   4        PARTNERSHIP SHARE     MONIES AND   PARTNERSHIP SHARES                                  35   5        TRUSTEE'S POWERS AND DUTIES RELATING TO THE PLAN                                       36   6        TRUSTEE'S  DEALINGS   IN SHARES                                                        40   7        INVESTMENT   POWERS                                                                    41   8        ADDITIONAL  POWERS                                                                     41    46342 153.8\sc24  





 






9        PERPETUITY    PERIOD                                                                  43    10      TRUSTEE                                                                               43    11      REMUNERAT ION OF THE TRUSTEE                                                          44    12      PERSONAL    INTERESTS OF TRUSTEE                                                      45    13      PROTECTION OF THE TRUSTEE                                                             45    14      INFORMATION SUPPLIED BY THE COMPANY                                                   46    15      POWER OF MODIFICATION                                                                 46    16      PROPER LAW                                                                            47    17      EXCLUSIONS FROM BENEFIT                                                               47    18      COUNTERPARTS                                                                          47    19      IRREVOCAB ILITY OF TRUSTS                                                             47                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   46342153 .8\sc24                     





 






                                    LUXFER   HOLDINGS   PLC                                                             RULES OF                               THE LUXFER   SHARE   INCENTIVE   PLAN                                         PART A:  GENERAL                   1.      PURPOSE OF    THE  PLAN                          The purpose of the Plan is to provide benefits to employees of Participating Companies in the          nature of Shares which give such employees a continuing stake in the Company .                  2.      PROVISION   OF  FREE,  PARTNERSHIP    AND  MATCHING   SHARES                  2.1     The Plan provides:-                          2.1.1    in Part B, for  Partnership  Shares to  be acquired  on  behalf  of  participating  Eligible                   Employees out of sums deducted from their Salary;                          2.1.2    in Part C,  for the Company   to procure that Matching  Shares  are awarded  to                   participating Eligible Employees without payment in proportion to the Partnership                   Shares acquired by them ; and                          2.1.3    in Part D, for Free Shares to be awarded to participating Eligible Employees without                   payment.                  2.2     The  Directors may from time to time determine whether Eligible Employees shall, in a given Tax          Year, or in, or in respect of, a given Financial Year, be offered the opportunity to acquire Shares          pursuant to the provisions of either or  both of Part B (Partnership Shares) and Part D (Free          Shares) and, if pursuant to Part B, also Part C (Matching Shares).                  3.       HOLDING   OF PLAN SHARES                           Part E contains provisions governing the terms on which Dividend Shares may be acquired and          on which Partnership Shares, Matching Shares, Free Shares and Dividend Shares shall be held          in the Plan.                  4.       DEFINITIONS  AND  INTERPRETATION                          Words  and expressions used in the Plan shall have the meanings given in the Glossary in Part           F.                  5.       ESTABLISHMENT  OF    PLAN TRUST                  5.1      The Company   has established a trust by the execution of a Deed, (a pro-forma of which is set           out in Part G) which is constituted under the laws of England and Wales for the purposes of:-                           5.1.1   in the case of Free Shares and  Matching Shares, acquiring Shares and awarding                   them to Eligible Employees in accordance with the Plan;                           5.1.2   in the case of Partnership Shares, holding Partnership Share Money and applying it in                    acquiring Shares on behalf of Eligible Employees in accordance with the Plan;                           5.1.3   in the case of Dividend Shares, acquiring such Shares in accordance with the Plan;                   and                           5.1.4   holding all such Shares so awarded or acquired in accordance with the Plan.                                                                                  46342153.8\sc24                    





 






6.       REFERENCES TO THE TRUSTEE TO INCLUDE REFERENCES TO THE ADMINISTRATOR                            References in Parts A to F of this Plan to anything done or to be done by or to the Trustee shall           be read and construed as including anything done or to be done by or to the Administrator           pursuant to the powers and duties delegated to the Administr ator by the Trustee.                    7.      ELIGIBILITY TO PARTICIPATE IN THE PLAN                   7.1      An  individual shall not be entitled to have Shares acquired on his behalf under Part B, or to           receive an award of Matching or Free Shares under Parts C or D at any time unless:-                            7.1.1    subject to Rule 25.4, he is then an employee of a Participating Company;                            7.1.2    if, pursuant to Rules 15 or 42, the Directors have specified a Qualifying Period in                    relation to eligibility on that occasion, he has, at all times during that Qualifying Period,                    been an employee of a Qualifying Company ; and                            7.1.3    he has entered into a Participation Agreement as mentioned in Rule 43.3 and/or a                    Partnership Share Agreement as mentioned in Rule 14.                   7.2      Free Shares or Matching Shares shall not be awarded to an individual if he has directed the           Trustee not to award Shares to him.                   7.3      Whenever  the Directors decide to invite individuals to participate in the Plan, they must invite all           Plan Employees who meet the requirements in Rule 7.1 (i.e., all Eligible Employees).                   7.4      Every Eligible Employee shall be invited to participate in the Plan on the same terms, and all           who do participate in the Plan shall do so on the same terms, subject to the provisions of Rules           49 and 52.                   8.       AMENDMENT     OF THE PLAN                   8.1      Before the Plan is approved by H M Revenue & Customs, the Directors may by resolution in           writing alter (by amending, deleting or adding to) any of the terms of the Plan in any respect.                   8.2      After the Plan is approved by H M Revenue & Customs, the Directors may so alter any of the           terms of Parts A to F of the Plan PROVIDED THAT:-                            8.2.1    no such alteration to any term which is a Key Feature of the Plan shall take effect                    without either (a) the prior approval of H M Revenue & Customs if required for the                    purposes of Schedule 2, or {b) compliance with such other process as may apply or                    be required by H  M  Revenue  &  Customs  from time to time  in relation to the                    amendment of  a Key Feature, including notifying H M Revenue & Customs of any                    alteration of a Key Feature as soon as practicable; and                            8.2.2    no such alteration shall be made without the prior approval of  shareholders of the                    Company, if so required by any applicable statute, regulation or other legal provision,                    rule or guidance.                   8.3      The terms of the Plan Trust may be amended, deleted or added to in accordance with the terms           of the Deed by the  Company executing a deed  expressed to be supplemental to the  Deed           SAVE  THAT  no such amendment  deletion or addition to any Key Feature of the Plan Trust shall           take effect without either (a) the prior approval of H M Revenue & Customs if required for the           purposes of Schedu le 2, or (b) compliance with such other process as may apply or be required           by H M Revenue & Customs from time to time in relation to the amendme nt of a Key Feature.                   9.       TERMINATION    OF THE PLAN                   9.1      The Directors may at any time, by giving notice in writing to:-     46342153.8\sc24                                 2  





 






         9.1.1    H M Revenue & Customs ;                            9.1.2    the Trustee; and                            9.1.3    each Participant                            terminate the operation of the Plan on and with effect from a date specified in such notice which           is not earlier than 14 days after the date of such notice.                   9.2      Following such termination:-                            9.2.1    no  further  Partnership  Shares  shall  be  acquired  by  the  Trustee  on  behalf  of                    Participants;                            9.2.2    no further Free or Matching Shares shall be awarded by the Trustee;                            9.2.3    no  further  Dividend  Shares  shall  be  acquired  by  the  Trustee  on  behalf  of  any                    Participant ;                            9.2.4    the Trustee shall as soon as practicable after such notice is given to the Trustee return                    to each Participant (subject to deduction of income tax and NICs under PAYE) all of                    the Partnership Share Money and any other money held on behalf of such Participant;                            9.2.5    the Trustee shall withdraw from the Plan each Participant's Plan Shares as soon as is                    practicable after:-                                     (a)     the end of the period of 3 months beginning with the date on which notice is                            given pursuant to Rule 9.1; or                                     (b)     if later, the first date on which such Participant's Plan Shares may be                            removed  from the Plan without giving rise to a charge to income tax under                            Chapter 6 of Part 7 of ITEPA on the part of such Participant;                            9.2.6    the Trustee may, if the Participant so directs, withdraw from the Plan any of a                    Participant's Plan Shares at any time before the end of the relevant period mentioned                    in Rule 9.2.5 above SAVE THAT the Trustee shall disregard any such direction given                    before the date on which notice is given to such Participant pursuant to Rule 9.1; and                            9.2.7    Shares which remain held in the Plan pending their withdrawal from the Plan by virtue                    of Rules 9.2.5 and 9.2.6 above shall continue to be so held by the Trustee subject to                    the provisions of Part E of the Plan.                   9.3      Whenever a Participant's Plan Shares are withdrawn from the Plan pursuant to Rules 9.2.5 and           9.2.6, the Trustee shall, subject to the provisions of Rule 70 (PAYE):-                            9.3.1   transfer such Shares to the Participant or to such other person as the Participant may                   direct; or                            9.3.2   dispose of the Shares and account (or hold itself ready to account) for the proceeds to                   the Participant or to such other person as the Participant has specified .                   9.4      Unless the Participant otherwise agrees, a disposal of Shares as mentioned in Rule 9.3.2 shall           be for the best consideration which the Trustee is able to obtain at the time of such disposal.                   9.5      References in this Rule 9 to a disposal of Shares shall be construed as including references to           a purchase of the beneficial interest in such Shares by the Trustee.                   9.6      If a Participant has died, references in Rule 9.3 to the Participant shall be read as references to           his Personal Representatives.    46342153.8\sc24                                 3  





 






10.     ERRORS AND OMISSIONS                            If in consequence of an error or omission:-                    10.1    an Eligible Employee  has not been given the opportunity  to participate in the Plan on any          occasion; or                    10.2    the number of Shares appropriated to any Eligible Employee on any occasion is found to be          incorrect;                            and such error or omission cannot be corrected within the relevant period specified in the Plan,          the Company  and the Trustee may do all such acts and things as may be agreed with H M          Revenue & Customs to rectify such error or omission notwithstanding that such actions may not          otherwise be in accordance with the rules of the Plan.                    11.     RELATIONSHIP WITH CONTRACT OF EMPLOYMENT                    11.1    Neither the opportunity given to any person to participate in the Plan nor any award to any          person of Free or Matching Shares shall form part of such person's entitlement to remuneration          or benefits pursuant to his contract of employment.                    11.2    Except as otherwise expressly provided in the Plan, the existence of a contract of employment          between  any person and  any member  or former member  of the Group  or any Associated          Company   shall not give such person any right or entitlement to participate in the Plan in any          manner or any expectation that Shares might be awarded to such person.                    11.3    The rights, entitlements and obligations under the terms of any contract of employment between          any person and any member  or former member of the Group or any Associated Company shall          not be affected by such person's participation in the Plan.                    11.4    Participation in the Plan shall not afford any person any rights or additional rights to          compensation  or damages   in consequence  of the loss or terminat ion of such person's          employment  with any member or former member of the Group or any Associated Company for          any reason whatsoever (whether or not such termination is ultimately held to be wrongful or          unfair).                    11.5    Neither the existence of this Plan nor the fact that Shares have been awarded to an individual          on any occasion shall give such individual any right, entitlement or expectat ion that he has or          will in future have any such right, entitlement or expectat ion to participate in this Plan by being          awarded Shares on any other occasion.                    11.6    The rights or opportunity granted to a Participant in relation to Plan Shares shall not give the          Participant any rights or additional rights to compensat ion or damages in consequence of          either:-                            11.6.1   the Participant giving or receiving notice of term ination of his office or employment ; or                            11.6.2   the loss or termination of his office or employment with the Company or any present or                   past Subsidiary or Associated Company for any reason whatsoever ,                            whether or not the termination (and/or giving of notice) is ultimately held to be wrongful or unfair.                    11.7    A Participant shall not be entitled to any compensation or damages for any loss or potential loss          which he may suffer by reason of being unable to acquire or retain Plan Shares , or any interest          in Plan Shares in consequence of:-                            11.7.1   the Participant giving or receiving notice of termination of his office or employment                   (whether or not the termination (and/or giving of notice) is ultimately held to be                   wrongful or unfair);    46342153.8\sc24                                 4  





 






         11.7.2  the loss or termination of his office or employment with the Company or any present or                   past Subsidiary or Associated Company for any reason whatsoever (whether or not                   the termination is ultimately held to be wrongful or unfair);                             11.7.3  the exercise (or non-exercise) by the Directors of any discretion in accordance with                   any Rule of this Plan,                            or for any other reason.                    12.     PROPER    LAW                            The  Plan shall be subject to the laws of England and Wales and the Company and the Trustee          and all Participants shall submit to the exclusive jurisdiction of the Courts of England and Wales          in relation to any matter concerning the Plan or the rights or entitlement of any person under the          Plan.    46342153.8\sc24                                 5  





 






                               PART B: PARTNERSHIP     SHARES                                      13.      ISSUE OF INVITATIONS TO ENTER INTO A PARTNERSHIP       SHARE AGREEMENT                    13.1     The Company  may  from time to time invite every Plan Employee to enter into a Partnership           Share Agreement under which:-                             13.1.1  such Employee  agrees to one or more deductions being made from his Salary (before                   deduction of income tax and NICs under PAYE) for the acquisition of Shares on his                   behalf to be held in the Plan ("Partnership Shares"); and                             13.1.2  the Company  undertakes to arrange for  Partnership Shares to be acquired by the                   Trustee on behalf of such person in accordance with the Plan.                    13.2     If the terms of such Partnership Share Agreement (as is mentioned in Rule 13.1) do not differ           materially from the terms of any subsisting Partnership Share Agreement, then no such           invitation need be issued to any Plan Employee who is already party to such a subsisting           Partnership Share Agreement.                    13.3     If the terms of such Partnership Share Agreement (as is mentioned in Rule 13.1) differ in any           material respect from the terms of any subsisting Partnership Share Agreement , then the           Company  shall on that occasion invite each of those Plan Employees who is already party to a           subsisting Partnership Share Agreement either:-                             13.3.1  to give notice of withdrawal from such subsisting Partnership Share Agreement  (as                   mentioned in Rule 29) and enter into a fresh Partnership Share Agreement; or                             13.3.2  if the difference relates only to an increase in the maximum amount of deductions from                   Salary specified by the Directors (as mentioned in Rule 17), to vary the amount of the                   deductions authorised to  be  made  under  such  subsisting Partnership Share                   Agreement  (as mentioned in Rule 18).                    14.      ENTRY INTO A PARTNERSHIP SHARE AGREEMENT                             Each Plan Employee who  wishes to enter into a Partnership Share Agreement in response to           such an invitation shall, within the period of 14 days after such notice is given, or such further           period as the Company may allow, complete and return to the Company (or such other person           as the Company may direct) in such form as the Company may specify (which may be in writing           or electronic form) a Partnership Share Agreement.                    15.      QUALIFYING   PERIOD OF EMPLOYMENT                    15.1     The Directors may determine that a Plan Employee shall be eligible to have Shares acquired by           the  Trustee  on  his  behalf  on  any  occasion only  if he  has, throughout  such  period as  the           Directors shall specify, held continuous employment with a Qualifying Company.                    15.2     Any such Qualifying Period shall:-                             15.2.1  if a Participant's deductions from Salary are to  be  accumulated as  mentioned  in                   Rule 23.4, be  a period of not more than 6 months ending  with the start of the                   Accumulation Period;                             15.2.2  if not, be a period  of  not  more than  18  months ending  on the day on which the                   deduction is made from the Participant's Salary; and                             15.2.3  be the same for all Plan Employees in relation to acquisitions of Shares on the same                   occasion.    46342153.8\sc24                                 6  





 






16.     AUTHORITY   TO MAKE DEDUCTIONS FROM SALARY                            A Partnership Share Agreement shall specify:-                    16.1    the amount (or percentage of the amount of Salary from which such deduction is made) which          the Plan Employee authorises to be deducted from his Salary each month; and                    16.2    at what intervals such deductions shall be made.                    17.     INDIVIDUAL  LIMIT ON DEDUCTIONS    FROM SALARY                    17.1    The amount deducted from a Participant's Salary in any Tax Year shall not exceed:-                            17.1.1   10 per cent of the Participa nt's Salary for the Tax Year or, if such deductions are to be                   accumulated within successive Accumulation Periods, 10 per cent of the total of the                   Participant's Salary paid during the Accumulation Period; and                            17.1.2   £1,500                            or such other percentage or amount as is stated in Schedule 2 to be the maximum which may          be so deducted.                    17.2    Any  amount  deducted  in  excess  of  that  allowed  by  Rule  17.1 shall  be  paid  over  to  the          Participant, subject to deduction of income tax and NICs under PAYE, as soon as is practicable.                    17.3    The  minimum  amount  to  be deducted  pursuant  to a Partnership  Share  Agreement  on any          occasion shall:-                            17.3.1   be determined by the Directors and specified in the Partnership Share Agreement;                            17.3.2   be not greater than £10; and                            17.3.3   be the same in relation to all Partnership Share Agreements entered into in response                   to invitations issued on the same occasion.                    18.     VARIATION   BY PARTICIPANTS   OF AMOUNTS     DEDUCTED                            A Participant may only be a party to one Partnership Share Agreement authorising one or more          deductions from his Salary in any given month, but the Directors may from time to time, and          subject to Rule 17.1 and the terms of the relevant Partnership Share Agreement , agree to any          request by a Participant to vary the amount of the deductions authorised to be made.                    19.     TERM OF A PARTNERSHIP SHARE AGREEMENT                            The  authority to make deductions from  Salary granted  by a  Participant pursuant to a          Partnership Share Agreement shall lapse upon the occurrence of any of the events specified in          Rule 23.6 or, if earlier, upon the effective date of a Participant's withdrawal from a Partnership          Share Agreement  as mentioned in Rule 29.                    20.     NOTICE OF EFFECT OF DEDUCTIONS ON BENEFITS AND TAX CREDITS                            Every Partnership Share Agreement shall contain a notice under paragraph 48 of Schedule 2          containing information prescribed by regulations made by H M Revenue & Customs as to the          possible effect of deductions on a Plan Employee's entitlement to social security benefits and          tax credits.    46342153.8\sc24                                 7  





 






21.      NOTICE TO STOP DEDUCTIONS                    21.1     A Participant may at any time give notice in writing to the Company direct ing the Company to           procure that deductions being made   from his Salary pursuant  to a Partnership Share           Agreement are stopped .                    21.2     If a Participant has given a notice pursuant to Rule 21.1, he may (on one occasion only in any           Accumulation Period) subsequently give notice in writing to the Company   directing the           Company  to procure that deductions are again made  pursuant to that Partnership Share           Agreement.                    21.3     Unless a Participant specifies a later date in any such notice, the Company shall procure that:-                             21.3.1  within 30 days of receiving a notice given pursuant to Rule 21. 1, no further deductions                   are so made; or                             21.3.2  if a notice is given pursuant to Rule 21.2, the first deduction made thereafter shall be                   made  not later than the date on which the first deduction is due to be made under the                   relevant Partnership Share Agreement more than 30 days after receipt of such notice.                    21.4     A Participant may not make up any deduction that has been missed in consequence of having           given any such notice.                    22.      PARTNERSHIP SHARE MONEY TO BE HELD BY THE TRUSTEE                    22.1     Partnership Share Money shall be paid to the Trustee as soon as is practicable after it is           deducted from a Participant's Salary.                    22.2     The Trustee shall hold such monies on behalf of, and on trust for the benefit of, such Participant           and shall apply such monies in acquiring Partnership Shares on the Participant's behalf.                    22.3     A Participant's Partnership Share Money shall be deposited by the Trustee in an account with a           Bank.                    22.4     If such account pays interest, the Trustee shall account for such interest to the Participant.                    22.5     Participants' Partnership Share Monies shall either:-                             22.5.1  be applied by the Trustee in acquiring Shares on behalf of each Participant on the                   date set by the Trustee (which shall be the same date in relation to all Participants)                   being a date within 30 days after each deduction is made; or                             22.5.2  be accumulated  by the Trustee within each successive Accumulation Period (as                   mentioned  in Rule 23)  and  be applied in acquiring Shares on  behalf of each                   Participant on the date set by the Trustee (which shall be the same date in relation to                   all Participants) , being a date within 30 days  after the end of the relevant                   Accumulation Period.                    23.      ACCUMULATION     PERIODS                    23.1     If the Directors determine that the Plan is to be operated using an Accumulation Period instead           of monthly purchase, the first Accumulation Period shall begin on the first date (after such           determination has taken effect) on   wh ich the first deductions from Salary are made and           successive Accumulat ion Periods shall each begin on the date on which the first deductions           from Salary are made after the end of the last Accumulation Period.                    23.2     Accumulat ion Periods relating to deductio ns from Salaries made pursuant to all Partnership           Share Agreements entered into in response to invitations issued on the same occasion shall be           of the same length.    46342153.8\sc24                                 8  





 






23.3     Subject to Rule 23.2, successive Accumulation Periods may vary in length, but no Accumulation           Period shall exceed 12 months.                   23.4     A Participant's Partnership Share Money first deducted within a given Accumulation Period shall           be accumulated by the Trustee with all other amounts of that Participant's Partnership Share           Money deducted from Salary within that Accumulation Period.                   23.5     If, after the end of an Accumulation Period, the Shares which would otherwise be acquired on           behalf of Participants in accordance with Rule 22.5.2 would not then satisfy the requirements of           Part 4 of Schedule 2 the Trustee shall, as soon as practicable, return to each Participant           (subject to deduction of income tax and NICs under PAYE) all of the Partnership Share Money           held on behalf of such Participant.                   23.6     All subsisting Accumulation Periods shall immediately come to an end (and, except as provided           by Rule 31.2, no new Accumulation Period shall thereafter begin):-                            23.6.1   with effect from the date specified in a notice to terminate the operation of the Plan                    given in accordance with Rule 9.1;                            23.6.2   if notice is given to shareholders of the Company of a resolution being proposed for                    the voluntary winding-up of the Company;                            23.6.3   upon the commencement  of a winding-up of the Company;                            23.6.4   if a general offer is made to acquire the whole of the issued ordinary share capital of                    the Company which is made  on  a condition such that if it is satisfied  the person                    making the offer will have Control of the Company;                            23.6.5   if a general offer is made to acquire all the shares in the Company of the same class                    as the Shares;                            23.6.6   if any person becomes  entitled or bound to acquire shares in the Company  under                    sections 974 to 991 of the Companies Act 2006; or                            23.6.7   with effect from the date on which the Directors specify in a notice in writing given to                    all Participants pursuant to Rule 31.1.                   23.7     If an Accumulation Period comes to an end pursuant to Rule 23.6, and if the Partnership Share           Agreement  so provides, the Trustee shall , as soon as practicable, pay to each Participant,           subject to deduction of income tax and NICs under PAYE, the amount  of that Participant's           Partnership Share Money deducted from Salary in that Accumulation Period.                   23.8     Where  a Participant ceases to be in Relevant Employme nt during an Accumulat ion Period, any           Partnership Share Money  deducted in that Accumulation Period shall be paid over to him           (subject to deduction of income tax and NICs under PAYE) as soon as practicable instead of           being applied in purchasing Shares on his behalf.                   24.      CONNECTED SHARE INCENTIVE       PLANS                   24.1     An individual shall be entitled to have Shares acquired on his behalf pursuant to this Part B in           any Tax Year, if in that Tax Year he has had shares awarded to him or acquired on his behalf           (or wou ld have had shares awarded to him but for his failure to meet any performance target set           in relation to such award) under any connected Approved Share Incentive Plan PROVIDED           THAT:-                            24.1.1   an individual shall not be entitled to participate simultaneously in connected Approved                    Share Incentive Plans; and                            24.1.2   the limit on a Participant's contributions towards the purchase of Partnership Shares                    referred to in Rule 17.1 shall apply as if the Plan and the other connected Approved     46342153.8\sc24                                 9  





 






                 Share Incentive Plan(s) in which the individual participates in the same Tax Year were                   one plan.                   24.2    For purposes of Rule 24.1 an Approved Share Incentive Plan is a "connected Approved Share          Incentive Plan" if it is established by the Company or a Connected Company .                   25.     ACQUISITION OF PARTNERSHIP SHARES                   25.1    Subject to Rule 25.2, the Trustee shall apply Participants' Partnership Share Money in acquiring          Shares on the Acquisition Date and shall do so at a price per Share equal to the Market Value          of a Share on that date.                   25.2    If a Participant's deductions from Salary are to be accumulated as mentioned in Rule 23.4, the          Trustee shall on each occasion on which a Participant's Partnership Share Money is applied in          acquiring Shares, do so  at a price per Share determined  as specified in the applicable          Partnership Agreement pursuant to paragraph 52 of Schedule 2, being any of the following:-                           25.2.1   the lesser of the Market Value of a Share on the first day of the relevant Accumulation                   Period and the Market Value of a Share on the Acquisition Date;                           25.2.2   the Market Value of a Share on the first day of the relevant Accumulation Period; or                           25.2.3   the Market Value of a Share on the Acquis ition Date.                   25.3    If the application of Rules 25.1 and 25.2 would result in the acquisition of a fraction of a Share,          the number of Shares actually acquired on that occasion shall be rounded down to the nearest          whole number.                   25.4    If a Participant, having entered into a Partnership Share Agreement , ceases to be in Relevant          Employment at any time during the Acquisition Period in relation to an acquisition of Partnership          Shares by the Trustee on his behalf , then he or she is to be treated, for the purposes of this          Plan, as not ceasing to be in Relevant Employment until immediately after Partnership Shares          have been acquired by the Trustee on his or her behalf pursuant to this Rule 25 so that:-                           25.4.1   the Trustee shall apply the Participant's Partnership Share Money in acquiring Shares;                   but                           25.4.2   such  Partnership  Shares  are to  be treated,  immediately after  such acquisition, as                   ceasing to be subject to the Plan.                   26.     SCALING BACK OF PARTNERSHIP SHARES                   26.1    The Directors may determine and specify that the number of Shares which the Trustee acquires          on behalf of a Participant on any occasion shall be restricted to such maximum number as the          Directors shall notify to the Participant:-                           26.1.1   before the deduction from Salary is made; or                           26.1.2   if such deductions  from  Salary are to  be accumulated as  mentioned in Rule 23.4,                   before the beginning of the relevant Accumulation Period.                   26.2    Each Participant's Partnership Share Agreement shall contain an undertaking by the Company          to notify the Participant from time to time as appropriate of the maximum number of Shares          which may be available to be acquired on behalf of Participants (in accordance with Rule 26.1).                   26.3    If on any occasion the number of Shares whic h could otherwise be acquired with a Participant's          Partnership Share Money is greater than the maximum number specified pursuant to Rule 26.1          (if any), then the number of Shares wh ich the Trustee acquires on behalf of each Participant          shall be reduced accordingly.    46342153.8\sc24                                10  





 






 27.      CARRY-FORWARD OF SURPLUS PARTNERSHIP SHARE MONEY              If, after Partnership Share Money has been applied in the acquisition of Shares on any            occasion, there remains a surplus of unused cash, such surplus may, if the Participant has so            agreed in the Partners hip Share Agreement , be retained by the Trustee and added to the            Partnership Share Money which  is so applied on the next occasion on which Shares are            acquired on behalf of the Participant but shall otherwise be returned to the Participant (subject            to deduction of income tax and NICs under PAVE).     28.      .    NOTIFICATION OF ACQUISITION    OF PARTNERSHIP SHARES     28.1     As  soon  as  practicable  after  any  Partnership  Shares  have  been acquired  on  behalf  of  a            Participant, the Trustee shall notify the Participant of:-              28.1.1  the number of Shares so acquired;              28.1.2  the description of such Shares;              28.1.3  whether the Shares are subject to any Restrictions  and,  if so, the nature of these                    Restrictions;              28.1.4  the  amount  of  Partnership Share  Money applied  by the Trustee in acquiring such                    Shares;              28.1.5  the price per Share at which such Shares were acquired and the basis upon which it                    was determined ; and              28.1.6  the amount  of any surplus Partnership Share Money being carried forward or to be                    returned to the Participant (as referred to in Rule 27).     29.      WITHDRAWAL    FROM A PARTNERSHIP SHARE AGREEMENT     29.1     A Participant may withdraw from a Partnership Share Agreement by giving notice in wr iting to            the Company at any time and, unless the Participant specifies a later date in such notice, the            Company shall procure that such·withdrawal takes effect within 30 days of when such notice is            received by the Company.     29.2     The Company  may direct that, to be effective, any such notice must be given to such person (as            agent for the Company) and in such form as the Company shall specify.     29.3     If a Participant withdraws from a Partnership Share Agreement with effect from any date, the            Company  shall procure that any Partnership Share Money which by that date has not been            applied in the acquisition of Shares is paid to the Participant (subject to deduction of income tax            and NICs under PAVE) as soon as is practicable after that date.     30.      RETURN   OF PARTNERSHIP    SHARE   MONEY    UPON WITHDRAWAL  OF      H M REVENUE   &            CUSTOMS APPROVAL              If H M Revenue & Customs  approval of the Plan is withdrawn, the Company shall as soon as            practicable provide the Trustee with a copy of the notice of such withdrawal served on the            Company  and the Trustee shall as soon as practicable thereafter pay to a Participant (subject to            deduction of income tax and NICs under PAVE) any Partnership Share Money then held on his            behalf.     31.      SUSPENSION OF DEDUCTIONS FROM SALARY     31.1     The Directors may give notice to all Participants that, on and with effect from a date specified in            the notice (being a date whic h is not earlier than the date on which such notice is given), no            further  deduct ions from  Salary  shall  be made for  the  purposes  of  enabling  Participants  to    4634 2153.8\sc24                                11  





 






        acquire Partnership Shares and all existing Accumulation Periods shall come to an end SAVE          THAT:-                          31.1.1   such notice shall only be given if an event or events have occurred which cause the                   Directors acting fairly and reasonably to consider that such suspens ion is appropriate;                          31.1.2   the notice shall specify the event or events which has or have caused the Directors to                   give such notice; and                          31.1.3   no such notice shall have the effect of avoiding the obligation of the Company to apply                   a Participant's Partnership Share Money deducted from Salary before the date on                   which such notice has effect in acquiring Shares as mentioned in Rule 25.1.                  31.2    If notice to suspend the operation of the Plan is given to all Participants as mentioned in Rule          31.1, then the Directors may at any time thereafter give notice to all Participants that on and          with effect from a date specified in such notice (being a date which is not earlier than the date          on which such notice is given) deductions from Salary will be resumed in accordance with each          Participant's Partnership Share Agreement.                  31.3    If deductions from Salary are resumed  as  mentioned in Rule 31.2 then, if a Participant's          deductions from Salary are to be accumulated, a new Accumulation Period shall begin on the          date on which the first deductions from Salary are then made.    46342153.8\sc24                                 12  





 






                                 PART C: MATCHING SHARES                                  32.     ISSUE OF  INVITATIONS   TO ACCEPT   AN  AWARD    OF MATCHING    SHARES                          The  Directors may invite all those Plan Employees on whose  behalf it is expected that the          Trustee will acquire Partnership Shares on any day, to accept an additional award of Matching          Shares on that day in accordance with the provisions of this Part C of the Plan.                  33.     REQUIREMENTS  FOR      MATCHING   SHARES                          Matching Shares must be:-                  33.1    Shares  of the same class and carrying the same rights as the Partnership Shares with which          they are matched;                  33.2    awarded on the same day as the Acquisition Date for the Partnership Shares with which they          are matched ; and                  33.3    awarded to all Participants on exactly the same basis.                  34.     LIMIT ON MATCHING SHARES                  34.1    The  number  of Matching Shares to be awarded  to a Participant on any occasion shall be a          multiple  of the number of Partnership Shares acquired on behalf of the Participant on that          occasion.                  34.2    Such multiple:-                          34.2.1   shall not exceed 2;                          34.2.2   shall be specified in the Partnership Share Agreement; and                          34.2.3   may  be varied by the Directors at any time before the correspond ing Partnership                   Shares  are  acquired PROVIDED   THAT   all Participants are notified of any such                   variation before the corresponding Partnership Shares are acquired on their behalf .                  35.     CARRY-FORWARD  OF      UNMATCHED  PARTNERSHIP  SHARES                           If, on an Award Date, the Trustee does not then acquire on behalf of any given Participant a           sufficient number of Partnership Shares to qualify that Participant for an award of a whole           number of Matching Shares (whether in consequence  of an insufficiency of Partnership Share           Money or otherwise), the Trustee shall, on the next occasion on which Partnership Shares are           acquired on behalf of that Participant , award to that Participant a number of Matching Shares           calculated on the basis that the number of Partnership Shares acquired on that next occasion is           increased by the  number  of Partnership Shares  previously acquired on  behalf of such           Participant but which have not so far been counted in calculating the Participant's entitlement to           any Matching Shares.                  36.      AGREEMENT    TO ACCEPT    AN AWARD    OF MATCHING SHARES                           A Participant shall not be entitled to an award of Matching Shares on any occasion unless he           has first agreed with the Company (by entering into a Partnership Share Agreement) to accept           and be bound by the provisions of this Part C of the Plan.                  37.      HOLDING   PERIOD  FOR  MATCHING    SHARES                  37.1      The Directors shall, in relation to Matching Shares , specify in the Partnership Share Agreement           a Holding Period throughout which a Participant shall be bound (except as mentioned in Rule           37.3):-    46342153.8\sc24                                  13                    





 






         37.1.1  for so long as the Participant remains in Relevant Employment, to permit his Matching                   Shares to remain in the hands of the Trustee; and                           37.1.2  not to assign, charge or otherwise dispose of his beneficial interest in such Matching                   Shares.                  37.2     The Holding Period shall be a period, of not less than 3, nor more than 5, years beginning with           the  Award Date, and shall be the same for all Participants  in relation to  Matching Shares           awarded on any occasion.                  37.3     A Participant's obligation to permit his Matching Shares to remain in the hands of the Trustee           throughout the Holding Period (as mentioned in Rule 37.1) shall be subject  to the following           exceptions :-                           37.3.1  the Trustee may at any time dispose of such a Participant's Plan Shares as may be                   necessa ry  to  realise  sufficient  monies  to  satisfy  any  obligation  under  PAYE  as                   mentioned in Rule 70.1 ; and                           37.3.2  a Participant may during the Holding Period direct the Trustee to deal with any of such                   Participant's Plan Shares as mentioned in Rule 65.                  38.      NOTIFICATION OF AWARD                  38.1    As  soon  as practicable after any Matching Shares have been awarded by the Trustee, the          Trustee shall notify each Participant to whom Matching Shares have been so awarded on that          occasion of:-                           38.1.1  the number of Shares awarded to him;                           38.1.2  the description of such Shares;                           38.1.3  whether  the Shares are subject to any Restrictions and, if so, the nature of these                   Restrictions;                           38.1.4  the Market Value of such Shares as at the Award Date; and                           38.1.5  the date on whic h the Holding Period ends.                  39.      FORFEITURE OF MATCHING SHARES                           If a Participa nt's Partnership Share Agreement so provides , his Matching Shares shall be at risk           of forfeiture as provided in Rule 61.    46342153 .8\sc24                               14  





 






                                    PART   D: FREE SHARES                  40.     AWARD OF FREE SHARES                          The Trustee, acting with the prior consent of the Directors, may from time to time award Free           Shares in accordance with this Part D of the Plan on any such day as the Trustee and the           Company shall agree to every Eligible Employee.                  41.      CONNECTED  SHARE     INCENTIVE   PLANS                  41.1    An  individual shall be entitled to be awarded Free Shares in any Tax Year if in that Tax Year he           has participated in a connected Approved Share Incentive Plan (or would have participated and           had shares  awarded to him but for the failure to meet any performance target set in relation to           such award) PROVIDED   THAT:-                          41.1.1   1  an  individual shall not be entitled to participate simultaneously in connected                   Approved                   Share  Incentive Plans; and                          41.1.2   the limit on a Participant's participation in Free Shares in Rule 48 shall apply as if the                   Plan  and  the other connected Approved  Share  Incentive Plan(s) in  which  the                   individual participates in the same Tax Year were one plan.                  41.2     For the purposes of Rule 41.1, an Approved Share Incentive Plan is a "connected Approved           Share Incentive Plan" if it is established by the Company or a Connected Company.                  42.      QUALIFYING PERIOD OF EMPLOYMENT                  42.1    The  Directors may determine that a Plan Employee  shall be eligible to have  Free  Shares          awarded  to him on any such  occasion only if he has, throughout such period ending on the          Award   Date as  the Directors shall specify, held continuous employment with a Qualifying          Company.                  42.2    Any such Qualifying Period shall:-                          42.2.1   be of not more than 18 months; and                          42.2.2   be  the same for all Plan Employees  in relation to awards of Shares on the same                   occasion.                  43.      ISSUE OF INVITATIONS   TO  ACCEPT   AN AWARD    OF FREE SHARES                  43.1     On any occasion on which the Trustee intends to award Free Shares, the Company shall invite           every Plan Employee to participate in the Plan by:-                          43.1.1   accepting an award of Free Shares (if or to the extent that such Plan Employee is then                   entitled pursuant to the rules of the Plan to an award of any Free Shares) on that and                   on any subsequent occasion on which any Free Shares are to be awarded ; and                          43.1.2   permitting such Free Shares to remain in the hands of the Trustee as mentioned in                   Rule 53.                  43.2     No such invitation need be issued to any Plan Employee who is already party to a subsisting           Participation Agreement.                  43.3    Each Plan Employee who wis hes to accept any or all such awards of Free Shares shall within          the period of 14 days after such notice is given, or such longer period as the Company shall          allow, complete and return to the Company (or such other person as the Company may direct)          in such form as the Company   may  specify (which may be in writing or in electronic form) a          Participation  Agreement.     46342153 .8\sc24                               15  





 






 44.      PLAN EMPLOYEES' RIGHT NOT TO ACCEPT AN AWARD OF FREE SHARES                   44.1     A Plan Employee may,  by giving notice in writing to the Trustee before an Award Date, direct            that Free Shares shall not be awarded to him on that, or on any later, Award Date.                   44.2     Such a notice may be revoked by the Plan Employee concerned giving notice in writing to that            effect to the Trustee.                   45.      NO MATCHING OF FREE SHARES                            An Eligible Employee's entitlement to any Free Shares shall not be made conditional upon such            person holding or acquiring any other Shares.                   46.      TOTAL NUMBER OF FREE SHARES TO BE AWARDED                            The aggregate number of Free Shares to be awarded to all Eligible Employees on any occasion            shall be determined by the Directors.                   47.      NUMBERS OF FREE SHARES TO BE AWARDED TO EACH ELIGIBLE EMPLOYEE                            The number  of Free Shares to be awarded by the Trustee to each Eligible Employee on an            Award Date shall be determined by the Directors in accordance with Rules 50 to 54.                   48.      LIMIT ON THE VALUE OF FREE SHARES AWARDED         IN ANY TAX YEAR                            The Market Value as at the Award Date (or, if more than one, the respective Award Dates) of            Free Shares awarded to a Participant in any Tax Year shall not exceed £3,000 or such other            amount as  is stated in Schedule 2 to be the maximum value of shares which may be  so            awarded.                   49.    ALLOCATION    OF FREE SHARES BY REFERENCE TO PERFORMANCE                   49.1     The Directors may stipulate that some or all of the Free Shares which may be awarded on any            occasion shall be so awarded (if at all) by reference to performance (as mentioned below) over            such period as the Directors shall determine .                   49.2     A determination by reference to performance of the number of Shares (if any) to be awarded to            each Eligible Employee on any Award Date shall be made only according to either of the two            methods, Method One and Method Two, mentioned in Rules 50 and 51 or such other method or            methods as may be permitted pursuant to Schedule 2 from time to time.                   49.3     In this Part D, references to "performance" shall be taken as referring to the performance of            each given Performance Unit determined by reference to such fair and objective measures of            the performance of the Performance Units to which they are applied being measures based on            business results or such other objective criteria as the Directors may determine.                   49.4     The Company shall procure that:-                            49.4.1  each Eligible Employee is notified of such performance measures and targets as will                    be used to determine the number of Shares awarded to him on any Award Date; and                            49.4.2  all Plan Employees are notified, in general terms, of the performance measures and                    targets to be used to determine the number of Shares to be awarded to each Eligible                    Employee on such  Award Date SAVE  THAT  there may be excluded from such notice                    any  information the disclosure of which the Directors reasonably consider would                    prejudice commercial confidentiality.                   49.5     Such notices shall be given as soon as reasonably practicable.                   49.6     The Directors may, by giving notice in writing to Eligible Employees, vary or waive the terms of            any performance measures or performance targets as will be used to determine the number of            Shares awarded to such Eligible Employees on any Award Date PROVIDED THAT :-   46342 153.8\sc24                                16  





 






        49.6.1   in consequence of any such  variation the revised performance targets are no more                   difficult to satisfy than would have been the performance targets had the variation not                   been  made;                          49.6.2   if different target levels of performance have been specified in relation to different                   Performance  Units, the likelihood of each Performance Unit meeting the revised target                   set in relation to that Performance Unit must be no less than it would have been had                   the variation not been made; and                          49.6.3   no  such variation shall have effect unless an event has, or  events have, occurred                   which cause the Directors , acting fairly and reasonably, to consider that a different                   condition would be a fairer measure of performance.                  50.     METHOD    ONE                  50.1    By this method:-                          50.1.1   at  least  20  per cent of the Shares  awarded  on a  given Award  Date are awarded                   otherwise than by reference to performance ;                          50.1.2   the balance of the Shares awarded on that Award Date are so awarded by reference                   to performance; and                          50.1.3   the highest number of Shares so awarded to any Eligible Employee as mentioned in                   Rule 50.1.2 above shall be not more than four times the highest number of Shares                   awarded  on that Award Date otherwise than by reference to performance.                  50.2     If Shares of different classes are to  be awarded on any occasion , this  Method One shall be          applied separately in relation to each class.                  51.     METHOD TWO                  51.1    By  this method, the Directors may set any performance target in relation to each Performance          Unit  PROVIDED  THAT :-                          51.1.1   if the Directors specify different target levels of performance which must be achieved                   as a condition for the award of Shares to Eligible Employees in different Performance                   Units the targets set must, at the time they are set, be comparable in terms of the                   likelihood of each Performance Unit meeting  the target set in relation  to  that                   Perform ance Unit; and                          51.1.2   the number of Shares which, in consequence of the application of this Method Two, is                   available  for award to Eligible Employees within a given Performance  Unit, shall be                   divided  amongst  and  awarded to  such  Eligible  Employees  on the  same terms  (as                   mentioned in Rule 52.2}.                  52.     NON-PERFORMANCE  RELATED        FREE   SHARES   TO  BE AWARDED  ON    BASIS  OF  SAME          TERMS                  52.1    If, or to the extent that, the number of Free Shares which are , or may be, awarded to Eligible          Employees on any occasion is not determined by reference to performance, such Free Shares          shall be allocated amongst and awarded (if at all} to all Eligible Employees on the same term s.                  52.2     For these purposes "same terms" shall be taken as referring to:-                          52.2.1   each  Eligible  Employee  being  eligible  to  participate  in the  Plan  (by  qualifying  to                   receive an award of Shares) on any occasion on the same terms; and                          52.2.2   a requirement that all those Eligible Employees who do participate actually do so on                   the same terms.    46342 153.8\sc24                                17  





 






52.3     The  requirement that Shares not allocated amongst and awarded to  Eligible Employees by           reference  to performance are  so allocated  and  awarded  on  the  same  terms  shall not  be           infringed by the award of Shares by reference to an Eligible Employee's:-                           52.3.1   remuneration ;           52.3.2   length of service; and/or           52.3.3   hours worked                           PROVIDED THAT each of those factors gives rise to a separate entitlement directly proportional           to the amount of remuneration, length of service or hours worked.                  52.4     Such requirement shall be infringed if Shares are awarded by reference to factors other than           remuneration, length of service or hours worked .                  53.      HOLDING PERIOD FOR FREE SHARES                  53.1     The Directors shall, in relation to each Award Date, specify a Holding Period throughout which a           Participant must be bound by contract with the Company (except as mentioned in Rule 53.3):-                           53.1.1   for so long as the  Participant remains  in Relevant Employment,  to permit his Free                    Shares to remain in the hands of the Trustee ; and                           53.1.2   not to  assign, charge or  otherwise  dispose  of  his beneficial  interest  in such  Free                    Shares .                  53.2     The Holding Period must be a period of not less than 3 years nor more than 5 years, beginning           with the Award Date and shall be the same in relation to all Free Shares awarded on any given           Award  Date.                  53.3     A Participant's obligation to permit his Free Shares to remain in the hands of the Trustee           throughout the Holding Period (as mentioned in Rule 53.1) shall be subject to the following           exceptions:-                           53.3.1   the Trustee may at any time dispose of such a Participant's Plan Shares as may be                    necessary to realise sufficient monies to satisfy any obligation under PAYE as                    mentioned in Rule 70.1; and                           53.3.2   a Participant may during the Holding Period direct the Trustee to deal with any of such                    Participant's Plan Shares as mentioned in Rule 65.                  54.      NOTIFICATION   OF AWARD                  54.1     As soon as practicable after any Free Shares have been awarded by the Trustee, the Trustee           shall notify each Participant to whom Free Shares have been so awarded on that occasion of :-                           54.1.1   the number of Shares awarded to him;           54.1.2   the description of such Shares ;           54.1.3   whether  the Shares  are subject to  any  Restrictions and, if so, the  nature of those                    Restrictions ;           54.1.4   the Market Value of such Shares as at the Award Date; and           54.1.5   the date on which the Holding Period ends.                  55.      FORFEITURE OF FREE SHARES                           If a  Participant's  Participation Agreement  so  provides,  his  Free  Shares  shall be at  risk of           forfeiture as provided in Rule 61.    46342 153.8\sc24                                18  





 






              PARTE:   PROVISIONS   RELATING   TO  THE HOLDING   OF  PLAN  SHARES                                   56.     HOLDING OF PLAN SHARES                   56.1    For so  long as a Participant is in Relevant Employment, he may, subject to Rule 9 allow his           Plan Shares to remain held in the Plan.                   56.2    All Plan Shares shall be registered in the name of the Trustee , or if appropriate , shall be held in           the name  of the  Trustee on the register of the depositary for the Company (in the case of           American  depositary receipts or American depositary shares).                   56.3    Except  as otherwise expressly provided by the rules of the Plan, the terms of a Partnership           Share Agreement  or a Participation Agreement or as required or permitted by the provisions of           Schedule 2, Plan Shares of the same class shall not receive different treatment in any respect           from the other Shares of that class.                   56.4    The  requirement of Rule 56.3 shall not be infringed by reason only that Shares which are newly           issued receive, in respect of dividends payable with respect to a period beginning before the           date on which they were issued, treatment less favourable than that accorded to Shares issued           before that date.                   56.5    Subject to Rule 67, cash dividends paid to the Trustee in respect of a Participant's Plan Shares           shall be paid to the Participant as soon as is practicable and, when making such payment, the           Trustee shall deliver to each such Participant a "tax certificate" within the meaning of sections           1104-1108 of CTA 2010.                   57.     VOLUNTARY     WITHDRAWAL  OF SHARES      FROM THE    PLAN                   57.1    Except  as  provided by the  terms of  a Participation Agreement or  a Partnership Share           Agreement,  a Participant may at any time withdraw any or all of his Plan Shares from the Plan,           and may   at any time after they have been awarded withdraw any or  all  of  his  Partnership           Shares from the Plan, by:-                           57.1.1   directing the Trustee  in writing to transfer any or all of his Plan Shares  to such                    Participant or to such other person as the Participant specif ies;                           57.1.2   assigning, charging or otherwise  disposing of his beneficial interest in any of the                    Participant's Plan Shares; or                           57.1.3   directing the Trustee to dispose of any or all of the Participant's Plan Shares and                    account (or hold itself ready to account) for the proceeds to the Participant or to                    another person.                  58.      AUTOMATIC     WITHDRAWAL     OF  PLAN   SHARES   UPON   CEASING   TO  BE  IN RELEVANT           EMPLOYMENT                           If a Participant ceases to be in Relevant Employment then, subject to Rules 25.4 or 61, his Plan           Shares shall thereupon automat ically be withdrawn from the Plan.                  59.      CONSEQUENCES OF WITHDRAWAL OF SHARES FROM THE PLAN                  59.1     The provisions of this Rule 59 are subject to the provisions of Rule 70.                  59.2     Whenever a Participant's Plan Shares are voluntarily or automatically withd rawn from the Plan           pursuant to Rules 25.4, 57 or 58:-                           59.2.1   the Trustee shall immediately cease to hold such Shares in the Plan and, if and for so                    long as the Trustee then retains any title to or interest in such Shares, the Trustee                    shall, subject to Rule 59.2.2, hold such title or interest on bare trust for the Participant                    otherwise than in the Plan;    46342153.8\sc24                                  19                    





 






         59.2.2  the Trustee shall as soon as is practicable:-                                     (a)      if the Participant has so directed the Trustee in writing before the Shares                            cease to be held in the Plan, transfer the Shares to the Participant or to such                            other person as the Participant has specified ; or                                     (b)      dispose of the Shares and account (or hold itself ready to account) for the                            proceeds (net of any amount of income tax and NICs due under PAYE, and                            reasonable selling costs) to the Participant or to such other person as the                            Participant has specified .                    59.3     Unless the Participant otherwise agrees, a disposal of Shares as mentioned in Rule 57.1.3 or           59.2.2(b) shall be for the best consideration which the Trustee is able to obtain at the time of           such disposal.                    59.4     References in this Rule 59 to a disposal of Shares shall be construed as including references to           a purchase by the Trustee of the beneficial interest in such Shares.                    59.5     If a Participant has died, references in Rule 59.2 to the Participant shall be read as references           to his Personal Representatives.                    60.      NO LIABILITY FOR LOSS OCCASIONED BY DELAY                             In giving effect to any such direction as mentioned in Rules 57.1.1 and 59.2.2 neither the           Trustee nor the Company shall be liable to the Participant (or any other person) for any loss           occasioned by delay on the part of the Company or the Trustee in giving effect to such direction           or procuring a sale or transfer of any of a Participant's Plan Shares (whether or not such delay           is occasioned by the Company's obligations to comply with the requirements of the New York           Stock Exchange or otherwise).                    61.      FORFEITURE OF FREE AND MATCHING SHARES                    61.1     The following provisions of this Rule 61 shall apply in relation to a Participant's Free or Matching           Shares only if the Participant's Participation Agreement or , as the case may be, the Participant's           Partnership  Share  Agreement , pursuant  to  which  such  Free  or  Matching  Shares  were            so awarded, so provides.                    61.2     If, at any time within the period of 3 years (or such lesser period (if any) as the Directors may           determine and notify to Participants at the time of an award of Free or Matching Shares)           beginning with the Award Date in relation to any of a Participant's Free Shares or Matching           Shares, the Participant ceases to hold Relevant Employment (otherwise than in any of the           circumstances mentioned in Rule 61.3), then his beneficial interest in all of the Free and           Matching Shares awarded to him upon that Award Date shall thereupon be transferred to and           become vested in the Trustee for no consideration.                    61.3     The circum stances referred to in Rule 61.2 are:-                             61.3.1  injury or disability;                             61.3.2  dismissal by reason of Redundancy;                             61.3.3  a  transfer  to  which  the  Transfer  of  Undertakings  (Protection  of  Employment)                   Regulations 2006 apply;                             61.3.4  a change of Control or other circumstances ending the Associated Company status of                   the company  by which he is employed;            61 .3.5 retirement; or            61.3.6     death.   46342 153.8\sc24                               20  





 






61.4     If, at any time within the period of 3 years (or such lesser period (if any) as the Directors may           determine and notify to Participants at the time of an award of Matching Shares) beginning with           an Award Date in relation to any of a Participant's Matching Shares, the Participant withdraws           from the Plan any of the Partnership Shares in respect of which such Matching Shares were so           awarded to him on that Award Date, then his beneficial interest in those Matching Shares shall           thereupon be transferred to and become vested in the Trustee for no consideration.                   61.5     If, at any time within the period of 3 years (or such lesser period (if any) as the Directors may           determine and  notify to Participants at the time of an award of Free or Matching Shares)           beginning with the Award Date in relation to any of a Participant's Free Shares or Matching           Shares, any such Free Shares or Matching Shares are withdrawn from the Plan (otherwise than           in consequence  of the  Participant ceasing to hold Relevant Employment in any  of the           circumstances mentioned in Rule 61.3) then his beneficial interest in all of the Free and           Matching Shares so withdrawn from the Plan shall thereupon be transferred to and become           vested in the Trustee for no consideration .                   61.6     The same provisions for forfeiture shall apply (if at all) in relation to all Free or Matching Shares           awarded on the same occasion.                   61.7     For the avoidance of doubt , Partnership Shares and Dividend Shares shall not be subject to any           provisions for forfeiture.                   62.      PROVISIONS OF SHAREHOLDERS ' INFORMATION TO PARTICIPANTS                            The  Company   shall procure that copies of any or all such notices, circulars and other           documents (except for proxy forms) sent to the holders of ordinary shares in the Company shall           be sent to all Participa nts who have Shares held in the Plan.                   63.      VOTING RIGHTS ATTACHING TO PLAN SHARES                   63.1     In relation to any matter on which the Trustee has a right or opportunity as a member of the           Company   to vote or to exercise any other rights, the Trustee may, but shall not be obliged to,           seek irrevocable directions from each Participant as to the manner in whic h the Trustee should           exercise such rights in respect of a Participant's Plan Shares .                   63.2     The Trustee shall comply with such directions and if, before such time as may be specified in           writing by the Trustee, the Trustee does not receive directions in respect of the exercise of           voting or other rights attaching to any Plan Shares, then, except as otherwise provided in Rule           63.3 the Trustee shall refrain from exercising any such rights.                    63.3    The Trustee shall not be entitled to vote on a show of hands on a particular resolution in respect           of Plan  Shares held on behalf of  Participants  unless  all  directions  received  from  those           Participants who have given directions in respect of that resolution are identical.                    63.4    The Trustee shall not be under any obligation to call for a poll, and in the event of any poll the           Trustee shall in relation to Plan Shares vote only in accordance wit h the directions of           Participants.                    64.     RIGHTS ISSUES                    64.1    If the Company makes  an offer or invitation conferring any rights upon its member s to acquire           against payment additional shares, securities or rights in t he Company, the Trustee shall           allocate such rights, shares or securities amongst the Participants concerned in direct           proportion to the number of Plan Shares respectively held by the Trustee on behalf of each           Participant and, if such allocation shall give rise to a fraction of a share, secur ity or right or a           transferable unit the Trustee shall round down to the next whole unit and shall aggregate the           fractions not so allocated and use best endeavou rs to sell any rights or units which are not so           allocated and distribute the net proceeds of sale (after deducting any expenses of sale and any           taxation which may be payable) proportionate ly amongst the Participants whose allocation was     46342 153.8\sc24                               21  





 






        rounded  down, provided  that  any sum  of  less than £3  otherwise  distributable  to a  particular          Participant may be retained by the Trustee.                  64.2    If the Company  makes an offer or invitation conferring any rights upon its members to acquire          against payment  additional shares, securities or rights of any description in the Company the          Trustee shall comply with any direction from a Participant concerning the exercise or sale of any          rights attributable to the Participant's Plan Shares (including any general direction given)          PROVIDED THAT    the Trustee shall not be required to exercise any such rights except to the          extent that they have been provided with the full amount payable (if any) on such exercise either          by the Participant concerned or, with his authority, out of the net proceeds of the sale, nil paid,          of another part of the rights attributable to that Participant's Plan Shares .                  64.3    If no such direction as is mentioned in Rule 64.2 is received at least 7 business days before the          last day on which such rights may be exercised, the Trustee shall take no action in relation to          such rights.                  64.4    If a Participant so directs the Trustee at least 7 business days before the last day on which such          rights may be  exercised, the Trustee shall exercise a proportion of such rights by selling          sufficient of the rights, nil paid, so that out of the net proceeds of sale, the balance of the rights          may  be exercised .                  64.5    Any  shares, securities or rights acquired by the Trustee on behalf of a Participant upon the          exercise of such rights as are mentioned in Rule 64.2 and which are conferred in respect of all          ordinary shares in the Company and are acquired in the manner mentioned in Rule 64.4 shall,          for the purposes of this Part E, be held by the Trustee as Plan Shares and be deemed to have          been  awarded to, or acquired by the Trustee on behalf of, the Participant in the same way and          at the same  time as were the Participant's Plan Shares in respect of which such rights were          conferred.                  64.6    Subject to Rule 64.5, any shares or other securities or rights acquired by the Trustee on behalf          of a Participant in any of the circumstances mentioned in Rules 64.1 or 64.2 (otherwise than          any  new securities allotted by the Company by way of capitalisation issue to the Trustee in          respect of a Participant's Plan Shares) shall not be held in the Plan and shall not form part of          that Participant's Plan Shares, but shall be held by the  Trustee as bare trustee for the          Participant subject to the provisions of Rule 59.2.2 to be read and construed as if references to          "Shares" were references to such shares , other securities or rights.                  65.     HOLDING    PERIOD :  FREEDOM     TO  AUTHORISE   TRUSTEE     TO   ACCEPT   A  GENERAL          OFFER   ETC                  65.1    A  Participant may during the Holding Period direct the Trustee to:-                          65.1.1   accept an offer for any of his Free or Matching Shares (referred to in this Rule 65 .1.1                   as the "Original Shares") if the acceptance or agreement will result in a new holding                   being equated with the Original Shares for the purposes of capital gains tax;                          65.1.2   accept an offer of a Qualifying Corporate Bond (whether alone or with other assets or                   cash or both) for his Free or Matching Shares if the offer forms part of such a general                   offer as is mentioned in Rule 65.1.3 below;                          65.1.3   accept an offer of cash, with or without other assets, for his Free or Matching Shares if                   the offer forms part of a general offer which is made to holders of shares of the same                   class as his or of shares in the same company and which is made in the first instance                   on a condition such that if it is satisfied the person making the offer will have control of                   that company, within the meaning of section 449 of the CTA 2010; or                          65.1.4   agree to a transaction affecting his Free or Matching Shares or such of them as are of                   a particular class, if the transaction would be entered into pursuant to a compromise ,                   arrangement or scheme  applicable to or affecting:-    46342153 .8\sc24                                22  





 






                 (a)      all of the ordinary share capital of the Company or , as the case may be, all                            the shares of the class in question; or                                   (b)      all the shares, or all the shares of the class in question, which are held by a                            class of  shareholders  identified otherwise than by reference to  their                            employment  or their participation in an Approved Share Incentive Plan; or                                   (c)      if in the case of a takeover offer (as defined in section 974 CA 2006} there                            arises a right under section 983 CA 2006 to require the offeror to acquire the                            Participant's Free or Matching Shares, or such of them as are of a particular                            class, to exercise that right.                  66.      COMPANY    RECONSTRUCTIONS                  66.1    The  provisions of this Rule 66 apply if, in relation to any of a Participant's Plan Shares (the          "Original Holding") there is a transaction:-                          66.1.1   which results in a new holding (the "New Holding") being equated with the Original                   Holding for the purposes of capital gains tax; or                          66.1.2   that  would  have  that  result  but for  the  fact  that  what  would  be the  New  Holding                   consists of or includes a Qualifying Corporate Bond                          Such a transaction is referred to in this Rule 66 as a "Company Reconstruction".                  66.2    If an issue of shares of any of the following descriptions (in respect of which a charge to income          tax arises) is made as part of a Company Reconstruction, such shares shall not form part of the          New Holding:-                          66.2.1   redeemable shares or  securities issued as mentioned in section 1OOOC of the CTA                   2010;                          66.2.2   share capital issued in circumstances such that section 1022 of the CTA 20 10 applies ;                   or                          66.2.3   share capital to which section 1049 of the CTA 2010 applies.                  66.3    Subject to the following provisions of this Rule 66, references in this Plan to a Participant's Plan          Shares  or, as the case may be, a Participant's Partnership Shares or  a  Participant's  Free          Shares   or a  Participant's Matching Shares or  a  Participant's Dividend Shares shall be          respectively construed, after the time of the Company Reconstruction, as being or, as the case          may  be, as  including references to any shares compr ised in the New  Holding (the "New          Shares").                  66.4    For the purposes of this Plan:-                          66.4.1   a  Company  Reconstruction  shall  be treated  as  not  involving a  disposal  of  shares                   comprised in the Original Holding; and                          66.4.2   the date on which any New Shares are to be treated as having been awarded to or                   acquired on behalf of the Participant shall be that on which the correspond ing Shares                   comprised in the Original Holding were so awarded or acquired.                  66.5    In the context of a New Holding, any reference in this Rule 66 to shares includes securities and          rights of any description which form part of the New Holding for the purposes of Chapter II of          Part IV of the Taxation of Chargeable Gains Act 1992.    46342153 .8\sc24                                23  





 






67.      REINVESTMENT    OF CASH DIVIDENDS IN PLAN SHARES                   67.1     The Directors may at any time determine and notify all Participants that, with effect from such           date as they shall specify:-                            67.1.1   cash dividends paid to the Trustee in respect of every Participant's Plan Shares shall,                    subject to Rule 67.4, be applied by the Trustee in acquiring further Shares on behalf of                    each such Participant;                            67.1.2  if a Participant so elects in writing, cash dividends paid to the Trustee more than 30                   days  (or such shorter period as the Trustee may specify) after the Trustee  has                   received such  request shall, subject to Rule 67.4, be applied by the Trustee in                   acquiring further Plan Shares on behalf of each such Participant on the date set by the                   Trustee (which shall  be the same date in relation to all Participants) being a date                   within 30 days after the dividends are received by the Trustee; or                            67.1.3   (whether or not any Participant has made such an election} , all cash dividends paid to                    the Trustee  in respect of every Participant's Plan Shares shall, with effect from 30                    days (or such shorter period as the Trustee may specify) after the date of such notice,                    be paid by the Trustee to each such Participant in cash.                   67.2     A Participant who has made an election as mentioned in Rule 67.1.2 above may at any time           thereafter give notice in writing to the Trustee revoking that election and the Trustee shall give           effect to such  revocation (so that  all cash dividends paid to the Trustee in respect of that           Participant's Plan Shares shall thereafter  be paid by the Trustee to the Participant in cash) as           soon as practicable after such notice has been received .                   67.3     Any such election as mentioned in Rule 67.1.2 , and any such notice of revocation as mentioned           in Rule 67.2, shall relate to all, and not some only, of a Participant's Plan Shares.                   67.4     Unless the Directors determine and specify otherwise on any occasion, the Trustee shall apply           all the cash dividends received and held on a Participant's behalf in acquiring shares on behalf           of that Participant. If, on any occasion, the Directors decide to specify a different amount for the           Trustee to so apply, their decision shall set out either the specific amount (as a limit, percentage           or otherwise) or how that amount is to be determined .                   67.5     The Shares which  are so acquired on behalf of a Participant using cash dividends paid to the           Trustee in respect of a Participant's Plan Shares:-                            67.5.1   shall be Shares of the same class and carry the same rights as the Shares in respect                    of which the dividend is paid; and                            67.5.2   shall be held by the Trustee on behalf of the Participant upon and subject to the                    provisions of this Part E of the Plan.                   67.6     The  number of  Shares so acquired on behalf of  each Participant  shall be a whole number           determined  by dividing  the  amount to be so applied (plus  any amount  brought forward  as           mentioned in Rule 67.7) by the Market Value of a Share on the Acquisition Date.                   67.7     Any cash balance remaining shall be retained and carried forward by the Trustee and added to           the amount so applied on the next occasion SAVE THAT :-                            67.7.1   any amount of cash dividend so carried forward shall be separately identified by the                    Trustee; and                            67.7.2   upon the Participant ceasing to hold Relevant Employment or the Directors giving                    notice under Rule 9 to term inate the Plan such sum shall as soon as practicable be                    paid over to the Participant.                                                                                                        46342153.8\sc24                                 24                     





 






67.8     In exercising its powers in relation to the acquisition of Dividend Shares, the Trustee shall treat           Participants fairly and equally.                  68.      HOLDING   PERIOD   FOR  DIVIDEND  SHARES                  68.1     Except as mentioned in Rule 68.2, a Participant shall be bound by his Participation Agreement           or Partnership Share Agreement , as the case may be:-                           68.1.1   for so long as the Participant remains in Relevant Employment to permit his Dividend                    Shares to remain in the hands of the Trustee ; and                           68.1.2   not to assign, charge or otherwise dispose of his beneficial interest in such Dividend                    Shares                           for a period of 3 years beginning with the date on which such Shares are acquired on behalf of           the  Participant.                  68.2     A  Participant's obligation to permit his Dividend Shares to remain in the hands of the Trustee           throughout the Holding Period shall be subject to the follow ing exceptions:-                           68.2.1   the Trustee may  at any time dispose of such a Participant's Plan Shares as may                    be necessary to  realise  sufficient  monies  to  satisfy  any  obligation  under  PAY E                    as mentioned in Rule 70.1; and                           68.2.2   a Participant may during the Holding Period direct the Trustee to deal with any of such                    Participant's Plan Shares as  mentioned  in Rule 65  (read and  construed  as if                    references in that rule to Free and Matching Shares included references to Dividend                    Shares).                  69.      NOTIFICATION   OF ACQUISITION  OF    DIVIDEND  SHARES                  69.1     As  soon  as  practicable  after  any  Dividend  Shares  have  been  acquired  on  behalf  of  a           Participant, the Trustee shall notify the Participant of:-                           69.1.1   the number of Shares so acquired;                               69.1.2   the description of such Shares;                               69.1.3   the Market Value of such Shares as at the Acquisition Date;                               69.1.4   the date on which the Holding Period ends; and                               69.1.5   the amount of any surplus cash dividends being carried forward.            70.     PAYE                       70.1    If, in consequence of  any of a Participant's Plan Shares  ceasing to be held in the Plan, the           Participant is chargeable to income tax in accordance with Chapter 6 of Part 7 of ITEPA and an           obligation to make a deduction required under PAYE arises in respect of that charge then:-                           70.1.1   unless within 14 days of the date on which the Shares in question cease to be so held                    (or, if earlier the date on which the Trustee receives notice of such wit hdrawal) the                    Participant pays to the Trustee sufficient money to enable such obligation to be                    discharged, the Trustee may retain and dispose of any of the Shares so ceasing to be                    held in the Plan or any of the Participant's remaining Plan Shares (if any) as shall be                    necessa ry to raise sufficient funds (after deduction of expenses and commissions) to                    discharge such obligation; and     46342153.8\sc24                                 25  





 






         70.1.2  2      subject to Rule 70.5, the Trustee shall pay to the Participant's Employer                   Company   a sum  which  is sufficient to enable the  Participant's  Employer  Company                    to discharge that obligation.                  70.2     If on any occasion the Trustee receives a sum of money wh ich constitutes (or forms part of) a           Capital Receipt in respect of which a Participant is chargeable to income tax under Chapter 6 of           Part 7 of ITEPA, the Trustee shall, subject to Rule 70.6, pay out of that sum of money to the           Participant 's Employer Company an amount equal to that on which income tax is so payable           and the Participant's Employer Company shall pay over that amount to the Participant subject to           deduction of income tax and NICs under PAYE.                  70.3     If a Participant disposes of his beneficial interest in any Plan Shares to the Trustee, and the           Trustee is deemed for the purposes of Schedule 2 to have disposed of such Shares for any           consideration, the Trustee shall, for the purposes of Rule 70.2, be deemed to have received           such consideration as the proceeds of disposal of the Participant's Plan Shares.                  70.4     For the purposes of this Rule 70 "Participant's Employer Company" means a company:-                           70.4.1   of which the Participant is an employee at the time when the Participant's Plan Shares                    cease to be held in the Plan (as mentioned in Rule 70.1) or when the Trustee receives                    or is deemed to receive the sum of money referred to in Rule 70.2; and                           70.4.2   to whom PAYE then applies.                  70.5     If, in consequence of any of a Participant's Plan Shares ceasing to be held in the Plan, a           Participant is chargeable to income tax in accordance with Chapter 6 of Part 7 of ITEPA and           either :-                           70.5.1   there is no Participant's Employer Company; or                           70.5.2   H M Revenue & Customs are of the opinion that it is impracticable for the Participant's                    Employer Company to make a deduction of income tax under PAYE and so direct                           then the Trustee shall account for income tax under PAYE in respect of an amount equal to that           on which income tax is payable as if the Participant were a former employee of the Trustee.                  70.6     If the Trustee receives a sum of money as mentioned in Rule 70.2 and either:-                           70.6.1   there is no Participant's  Employer Company; or                           70.6.2   H M Revenue & Customs are of the opinion that it is impracticable for the Participant's                    Employer Compa ny to make a deduction of income tax under PAYE and so direct                           then in paying over to the Participant the Capita l Receipt, the Trustee shall make a deduction of           income tax under PAYE in respect of an amount equal to that on which income tax is payable           as mentioned in Rule 70.2, as if the Participant were a former employee of the Trustee.                  70.7     The reference in Rule 70.1 to a disposal of Shares shall be construed as including a reference           to a purchase by the Trustee of the beneficial interest in such Shares.    46342153.8\sc24                                 26  





 






                                      PART F: GLOSSARY                   71.      DEFINITIONS                            The following words and expressions shall, where they are used in the Plan, have the following           meanings :-                            "Accumulation Period"             If applicable , in relation to Partnership Shares, the period                                             during which a Participant's Partnership Share Money is                                             accumulated  by the Trustee pending the acquisition of                                             Partnership Shares or its repayment to such person                            "Acquisition Date"                in relation to an acquisition of Partnership Shares, the date                                             mentioned in Rule 22.5 and, in relation to Dividend Shares,                                             the date mentioned in Rule 67.1.2                            "Acquisition Period"              means, for the purposes of Rule 25.4 and in relation to an                                             acquisition of Partnership Shares by the Trustee on behalf                                             of a Participant:-                                                              (a)   if there was no  Accumulation Period, the period                                                   beginning with the deduction  of the Partnership                                                   Share  Money and ending with the Acquisition Date;                                                   and                                                              (b)   if  there was an Accumulation Period, the period                                                   beginning with the end of that period and ending                                                   immediately before the Acquisition Date                            "Administrator"                    such person as is from time to time appo inted by the                                             Trustee with the approva l of the Company to administer the                                             Plan  and  to whom   the  Trustee  has delegated  the                                             necessary administrative powers pursuant to Clause 5.21                                             of the Deed                            "Approved  Share Incentive Plan"  a share incentive  plan as mentioned  in Schedule  2 and                                             which is approved by H M Revenue & Customs                            "Articles of Association"         the articles of association of the Company                            "Associated Company"              has the meaning given in paragraph 94 of Schedule 2                            "Award Date"                       in relation to Free Shares or Matching Shares, the date on                                             which such Shares are awarded                            "Bank"                            a person who  falls within section 991(2)(b) of the Income                                             Tax Act 2007; a building society within the meaning of the                                             Building Societies Act 1986; or a European Economic Area                                             firm of the kind mentioned in paragraph 5 of Schedule 3 to                                             the Financial Services and Markets Act 2000  which has                                             permission under paragraph  15 of that schedule (as  a                                             result of qualifying for authorisation under paragraph 12(1)                                             of that schedule) to accept deposits                            "Benefits Code"                   as defined in section 63 of ITEPA                            "Capital Receipt "                has the same meaning as in section 502 of ITEPA                            "Company"                         Luxfer Holdings PLC (registered number 03690830)                                                      46342153.8\sc24                                 27  





 






         "Connected Company"               has the meaning given in paragraph 18(3) of Schedule 2                            "Control"                         has the same meaning as in section 719 of !TEPA                            "CTA 2010"                        means the Corporation Tax Act 2010                            "Dealing Day"                     a day on which the New York Stock Exchange  is open for                                             business                            "Deed"                            the trust deed of the Plan Trust                            "Directors"                       the board of directors of the Company or a duly-authorised                                             committee of such directors                            "Dividend Shares"                 Shares  acquired  by the Trustee on behalf of a Participant                                             using dividends paid in respect of such Participant's  Plan                                             Shares and which are held in the Plan                            "Eligible Employee"               in relation to an acquisition of Shares pursuant to Part B, or                                             an award of Shares under Parts C or D, on any occasion , a                                             Plan Employee  who satisfies all of the relevant conditions                                             for participating in the Plan mentioned in Rule 7.1                            "Financial Year"                  a financial year of the Company                            "Free   Shares"                    Shares  awarded  to  an  Eligible  Employee  in accordance                                             with Part D of the Plan and which are held in the Plan                            "Group"                           the Company and   each and  every company  which is for                                             the time being controlled by the Company and  is also a                                             Subsidiary                            "Holding Period"                            in relation to  a  Participant's  Matching  Shares  and  Free                                             Shares,  the  periods  specified by  the  Directors as                                             respectively mentioned in Rules 37 and 53 and, in relation                                             to Dividend Shares, the period of three years mentioned in                                             Rule 68                            "ITEPA"                           means the Income Tax (Earnings and Pensions) Act 2003                            "Key Feature"                                            means a feature of this Plan if it relates to a provision that                                             is necessary in order to meet the requirements of Schedule                                             2                            "Market Value"                    in relation to a Share on a given date:-                                                              (a)   if all the Shares to be acquired or awarded on a                                                   particular occasion are purchased by the Trustee on                                                   a Recognised Exchange  over 5 or fewer consecutive                                                   Dealing Days  ending either on the Award Date or                                                   Acquisition Date as appropriate or the Dealing Day                                                   immediately  preceding  the   Award   Date    or                                                   Acquisition Date  as   appropr iate, the average                                                   purchase price of those Shares ;                                                              or if all the Shares are not so purchased , either                                                              (b)   if shares in the Company of the same class as the                                                   Shares  are then listed on a Recognised Exchange,                                                   the  average  of  the  middle  market quotations  of  a                                                      46342153.8\sc24                                 28  





 






                                                 Share for the 5 immediately preceding Dealing Days;                                                   or                                                             (c)   in any other case, the market value of a Share on                                                   the Award Date or Acquisition Date (as appropriate)                                                   (or on such earlier date or dates as may be agreed                                                   in advance in writing with H M Revenue & Customs                                                   Shares   and  Assets   Valuation) determined   in                                                   accordance  wit h the provisions of Part VIII of the                                                   Taxation of Chargeable Gains Act 1992 and agreed                                                   in advance with HMRC,                                                             PROVIDED THAT    if Shares are subject to any Restriction,                                             they are to be determined as if they were not subject to the                                             Restriction for the purposes of calculating the Market Value                          "Matching Shares"                  Shares  awarded to an Eligible Employee as mentioned in                                             Part C and which are held in the Plan                                                   "New  Shares"                      has the meaning given in Rule 66.3                                                   "NICs"                             National Insurance contributions                                                   "Non-Qualifying Salary"            any  particular description of earnings, paid to Eligible                                             Employees , which is determined by the Directors not to be                                                             Salary  for the  purposes  of Rule  17.1, pursuant   to                                             paragraph 4A(b) of Schedule 2                                                   "Participant"                      a  person who  has  been  awarded Shares or  on whose                                                             behalf Shares have been acquired, which are for the time                                             being held in the Plan                                                   "Participant's Employer            has the meaning given in Rule 70.4          Company"                                                                          "Participating Company"            a company  which  is a member of the Group in relation to                                             which the Directors have resolved that the employees of                                                             such company may, if so permitted by the rules of the Plan,                                             be eligible to participate in this Plan                                                   "Participation Agreement"          a contract between the Company and a Plan Employee  in                                             a form agreed in advance with H M Revenue & Customs                                                   "Partnership Shares"               Shares  acquired by the Trustee on behalf of an Eligible                                                             Employee  using Partnership Share Money and which are                                             held in the Plan                                                   "Partnership Share Agreement"      a contract between  the Company   and a Plan Employee                                                             conforming with the requirements of Rule 13.1 in a form                                             agreed in advance with H M Revenue & Customs                                                   "Partnership Share Money"          money  deducted from a  Participant's Salary pursuant to a                                             Partnership Share  Agreement  and  held by  the Trustee                                                             pending  the  acquisition of Partnership Shares  or  its                                             repayment to such person                                                   "PAYE"                             the rules and regulations governing the obligation of an                                             employer or other person to account for :-                                                                                      (a)   income  tax as mentioned  in Part  11 of ITEPA or    46342 153.8\sc24                                29  





 






                                                  regulations made under Section 684 of !TEPA; and                                                                                    (b)   NICs                           "Performance Unit"                in relation to the allocation and award of Free Shares by                                             reference to performance, any one or more of:-                                                                                 (a)   the Group;                                                             (b)    a Participating Company; or                                                             (c)    any business or part of a business of a Participating                                                    Company  or any one Plan Employee or group of two                                                    or more Plan Employees as shall be specified by the                                                    Directors                                                             PROVIDED  THAT     no  Employee shall  be a member  of                                             more than one such group                           "Personal Representatives"        in   relation to  a   Participant, the  legal  personal                                             representatives of  the  Participant (being either  the                                             executors  of his will or if he dies intestate  the  duly                                             appointed  administrator(s) of his estate)  who   have                                             provided to the Directors evidence of their appointmen t as                                             such                           "Plan"                            the  Luxfer Share  Incentive Plan as approved  by H  M                                             Revenue   &  Customs  as amended   from time to time in                                             accordance with Rule 8                           "Plan Employee"                   an employee of a Participating Company who :-                                                             (a)    is a UK resident taxpayer as defined in paragraph                                                    8(2) of Schedule 2; or                                                             (b)    has been nominated by the Directors                           "Plan Shares"                           Free and Matching Shares which have been awarded to an                                             Eligible Employee  and  Partnership Shares  which have                                             been  acquired by  the Trustee  on behalf of an Eligible                                             Employee and Dividend Shares which have been acquired                                             by the Trustee on behalf of a Participant and any Shares                                             acquired as mentioned in Rules 64.5 and 66.3 but subject                                             to Rule 64.6                           "Plan Trust"                                    the trust established by the Company by the execut ion of                                             the Deed (a pro-forma of which is set out in Part G) for use                                             in conjunction with this Plan for the purpose, amongst other                                             matters, of holding on behalf of Participants legal title to                                             Plan Shares                           "Qualifying Company"              in relation to a Qualifying Period:-                                                             (a)    a company  that is a Participating Company at the                                                    end of the Qualifying Period;                                                             (b)    a company that, when the individual concerned was                                                    employed by it, was a Participating Company ; or                                                             (c)    a company that, when the individual concerned was    46342 153.8\sc24                                30  





 






                                                 employed   by  it,  was  an  Associated  Company  of                                                   either:-                                                                   (i)   any such  company  as is mentioned in (a) or                                                         (b) above; or                                                                   (ii)  another  company which  is itself a Qualifying                                                         Company                          "Qualifying Corporate Bond"        has the  meaning given by section  117 of the  Taxation of                                             Chargeable Gains Act 1992                                                 "Qualifying Period"                in relation to an individual's eligibility to acquire Partnership                                             Shares or be awarded Free Shares on any occasion , such                                             period (if any) as is specified by the Directors pursuant to                                             paragraph 16  of Schedule  2 and througho ut which the                                                             individual must at all times have been an employee of a                                             Qualifying Company                                                 "Recognised  Exchange"             means a recognised  stock exchange as defined in section                                             1005 of the Income Tax Act 2007                                                 "Redundancy"                       has the same  meaning  as in the Employment Rights Act                                             1996                                                 "Relevant Employment"              employment by the Company or any Associated Company                                                 "Restriction"                      has  the same   meaning  as in paragraph  99(4) of the                                             Schedule                                                 "Salary"                           in relation to a Plan Employee, means such of the earnings                                             of the employment  by reference to which he is eligible to                                             participate in the Plan as are  liable to be paid under                                                             deduction of tax under PAYE after deducting any amounts                                             included by virtue of the Benefits Code or as would be so                                             liable apart from the SIP Code or which would be if that                                             individual were within the scope of the charge to income                                             tax under Part 2 of ITEPA SAVE THAT for the purposes of                                             Rule 17.1, no account shall be taken, in determining the                                             amount  of a Participant's Salary in any tax year, of any                                                             amount of Non-Qualifying Salary paid to such Participant                                                 "Schedule 2"                       Schedule 2 to ITEPA                                                 "Shares"                           ordinary shares in the capital of the Company (or, following                                             a  Company   Reconstruction as  mentioned  in Rule 66,                                             shares issued in respect of, or which otherwise represent                                             such  first-mentioned  shares)  which,  except  in the                                             circumstances  mentioned in paragraphs 86(4) and 88  of                                                             Schedule  2, satisfy the requirements of paragraphs 25 to                                             29 of Schedule 2, and/or any A merican depositary receipts                                             or American depository shares represent ing such Shares                                                 "SIP Code"                         has the meaning given in section 488(3) of ITEPA                                                 "Subsidiary"                       a subsidiary (within the meaning given in section 1159 of                                             the Companies Act 2006) of the Company                          "Tax Year"                         a year ending 5 A pril    46342 153.8\sc24                                31  





 






        "Trustee"                          the trustee or trustees for the time being of the Plan Trust                                  72.      INTERPRETATION OF THE PLAN                  72.1    Words and expressions used in the Plan but not defined in this Part F have the same meanings          given in, or which they bear for the purposes of, the SIP Code.                  72.2    References  to the provisions of any Act shall include any statutory consolidation , modification,          amendment   or re-enactment , or any subordinate legislation made under it for the time being in          force.                  72.3    Words  denoting the singular shall include the plural and vice versa.                  72.4     References  to an "award"  of  Shares  shall be construed  as  references  to the transfer of the           beneficial interest in such Shares (and related expressions shall be construed accordingly).                  72.5     References to Shares or to any interest in Shares being "held in the Plan" shall be construed as           references to the legal title to  such Shares being held by the Trustee, subject to and in           accordance with the rules of this Plan (and related expressions shall be construed accordingly).                  72.6     References in relation to a Participant to "participation in the Plan" and related expressions shall           be construed as references to participation by being a party to either (or both) a Partnership           Share Agreement  or a Participation Agreement or by reason of any Shares then being held in           the Plan on behalf of such Participant.                  72.7     References  to  rules are to the  rules  set  out  in this  Plan as  amended  from time  to  time  in           accordance with Rule 8.                  72.8     References  to the "forfeiture" of Free Shares or Matching Shares shall be construed as           references to the transfer by a Participant to  the Trustee of all of his interest in such           Participant's Free or Matching Shares as mentioned in Rule 61 (and related expressions shall           be construed accordingly).                  72.9     A Participant shall not be treated for the purposes of this Plan as ceasing to be in Relevant           Employment if he remains in the employment of the Company or any company which, in relation           to the Company, is an Associated Company.    46342 153.8\sc24                                32  





 






                                  PART G: PLAN TRUST    DEED                                                  2..0    b Cf.'O€-n,  THIS TRUST   DEED is made on.{           ]   ove ser 2013                   BETWEEN:-                   (1)      LUXFER  HOLDINGS   PLC  (registered in England number 03690830) whose registered office is           at Anchorage Gateway, 5 Anchorage  Quay, Salford, Manchester, M50 3XE (the "Company");           and                   (2)     COMPUTERSHARE       TRUSTEES   LIMITED  (registered in England Number 03661515}  whose          registered office is at The Pavilions, Bridgwater Road, Bristol, BS13 8AE(the  "Original          Trustee").                   WHEREAS:-                   (A)      The parties intend, by the execution of this Deed, to establish an employees' share scheme, the           terms of which comply both with the requirements of section 1166 of the Companies Act 2006           and Schedule  2  to the Income Tax  (Earnings and Pensions)  Act 2003,  to  facilitate  the           acquisition and holding of shares by and for the benefit of employees of the Company and of           subsidiaries of the Company pursuant to The Luxfer Share Incentive Plan (the "Plan").                   (B)      The Company   has paid to the Original Trustee  by way of gift the sum of £10, the receipt of           which the Original Trustee acknowledges.                   (C)      The Original Trustee has agreed to act as the first trustee of this Trust.                   (D)      This Trust shall unless and until the Trustee otherwise determines, be known as The Luxfer SIP           Trust.                   IT IS AGREED  as follows :-                   1.       INTERPRETATION                   1.1      The following words and expressions shall, where they are used in this Deed, have the following           meanings :-                           "Beneficiary"                    a bona fide employee or former employee of any member of                                           the Group                           "Charity"                        any  company, trust, association  or  other  body of  persons                                           established  for charitable purposes only                           "Deed"                           the provisions of this trust deed as varied or added to from                                           time to time pursuant to and in accordance with Clause 15                           "Employees' Share Scheme"         has the meaning given in section 1166 of the Companies                                           Act 2006                           "Foreign Cash Dividend"           means a cash dividend paid in respect of Plan Shares in a                                           company  not resident in the United Kingdom                           "Takeover Offer"                  has the meaning given in section 974 of the Companies Act                                           2006                           "Trust"                           the  Employee's  Share  Scheme  constituted  by this  Deed                                           which shall be known as the Luxfer SIP Trust                                                                                                        46342 153.8\sc24                                33                     





 






        "Trustee"                        the Original Trustee or other trustee or trustees for the time                                           being of this Trust                           "Trust Fund"                     (a)    the initial sum of £10 paid to the Original Trustee ;                                                            (b)    all property, other than any Participant's Partnership                                                  Share Money, transferred to the Trustee to hold on                                                  the terms of this Trust , including any accumulation of                                                  income of such property; and                                                            (c)    all property from time to time representing the above                           "Trust Period"                    means  the  period  beginning  with  the  date  hereof and                                           ending upon the first to happen of the following namely:-                                                            (a)    the expiry of the period of one hundred and twenty                                                  five years beginning with the date of this Deed; or                                                            (b)    such date as the Trustee (acting with the prior written                                                  consent of the Company) shall by deed declare to be                                                  the end of the Trust Period (not being a date earlier                                                  than the date of such deed)                           "Trust Property"                 any property comprised in the Trust Fund                                             All other terms used in this Deed which are defined in Part F (Glossary) to the Plan shall bear           the same meanings as in that Glossary.                   1.2      For the purposes of the interpretation of this Deed:-                            1.2.1   words denoting the singular shall include the plural and vice versa;                            1.2.2   words denoting the masculine gender shall include the feminine gender;                            1.2.3   no account shall be taken of the clause headings which have been inserted for ease of                   reference only;                            1.2.4   references to any statutory provision shall be read and construed as references to                   such provision as amended or re-enacted from time to time; and                            1.2.5   references to clauses are to be read and construed as references to clauses of this                   Deed unless otherwise stated.                   2.       PRINCIPAL  TRUSTS                   2.1     The Trustee shall during the Trust Period hold the capital and income of the Trust Fund UPON           TRUST :-                            2.1.1   for so long as the Plan, having been approved by H M Revenue & Customs pursuant                   to Schedule 2, remains so approved and is not terminated pursuant to Rule 9 of the                   Plan, for the benefit of Beneficiaries but shall deal with the same only in accordance                   with the provisions of Clauses 4 and 5; and                            2.1.2   subject to Clause 2.1.1 above, for all or such one or more exclusive ly of the other or                   others of the Beneficiaries at such age or time or respective ages or times and if more                   than one in such shares and either absolutely or for such period or respective periods                   and with such gifts over and upon such trusts (including discretionary trusts) and with                   or subject to such powers or provisions (whether dispositive or administrative at the                   discretion of the Trustee or of any one or more of the Beneficiaries or of any other                   person or persons) and generally in such manner in all respects for the benefit of all or   46342153.8\sc24                                 34  





 






                  any one or more of the Beneficiaries as the Trustee may at any time or times during                    the Trust Period by deed or deeds revocable or irrevocable in their discretion appoint                    PROVIDED   THAT  no  exercise of the power conferred by this Clause 2.1.2 shall                    invalidate any prior payment or application of either the capital or income of the Trust                    Fund  or affect any part of the Trust Fund  to which  any  person has  become                    indefeasibly entitled.                   2.2      In default of and subject to any appointment made  under Clause  2.1, and subject to the           provisions of  Clause 5, the following trusts shall apply to the capital and income of the Trust           Fund:-                            2.2.1    the Trustee may accumulate the whole or part of the income of the Trust Fund during                    the Trust Period as an addition to the capital of the Trust Fund and as one fund with                    such capital for all purposes but the Trustee may apply such Trust Property as if it                    were income arising in the then current year ;                            2.2.2    subject to Clause 5.2, the Trustee shall pay or apply the income of the Trust Fund to                    or for the benefit of any one or more of the Beneficiaries and if more than one in such                    proportions and in such manner in all  respects as the Trustee shall in its absolute                    discretion think  fit;                            2.2.3    the Trustee may at any time or times during the Trust Period realise the whole or any                    part or parts of the Trust Fund and may pay the same to or apply the same for the                    benefit of any one or more of the Beneficiaries in such manner as the Trustee shall in                    its absolute discretion think fit; and                            2.2.4    subject to the preceding provisions of this Clause 2, the Trustee shall hold the capital                    and income of the Trust Fund at the expiry of the Trust Period UPON TRUST for such                    one or more of the Beneficiaries and if more than one in such proportion and in such                    manner in all respects as the Trustee shall before the end of the Trust Period, and in                    its absolute discretion, determine SAVE THAT if there are no such Beneficiaries or in                    default of such determination the Trustee shall hold the capital and income of the                    Trust Fund on trust absolutely for such one or more Charity as the Company shall in                    its discretion determine .                   3.       ADDITIONS   TO THE TRUST   FUND                   3.1      The Trustee may at any time accept a gift of Shares or other assets to be held as an addition to           the Trust Fund.                   3.2      Any  member  of the Group may  from time to time at its sole discretion transfer pay or credit           sums  of money to the Trustee to be held as an addition to the Trust Fund, and nothing in this           Deed  shall confer  on the Trustee any right to receive any such transfer , payment or credit or           create any trust of the money intended to be transferred, paid or credited unless and until the           same shall have been actually transferred , paid or credited to the Trustee.                   3.3      If Shares are listed on any Recognised Exchange, the Company shall apply for a listing for any           Shares  subscribed by the Trustee , and take any steps required in relation to the holding of           Shares  as american depositary receipts or amer ican depositary shares in the name of the           Trustee.                   4.       PARTNERSHIP    SHARE   MONIES   AND  PARTNERSHIP    SHARES                   4.1      The Trustee shall accept any Participant's Partnership Share Money and shall hold such funds           upon trust for the benefit of such Participant and shall deal with such funds and with any income           from the investment of such funds only in accordance with the  Plan SAVE THAT the Trustee           shall be under no duty or obligation to deposit such funds in an interest-bearing account.    46342153.8\sc24                                 35  





 






4.2     The Trustee  shall apply each Participant's Partnership Share Money in acquir ing Shares in          accordance with the Plan by:-                          4.2.1    purchase in the market;                          4.2.2    subscription; or                          4.2.3    acquisition by purchase from the Trust Fund.                          and where such purchase or subscription is to take place in a currency other than sterling, shall          convert the accumulated Partnership Share Money into such other currency on t he basis of an          appropriate exchange rate as agreed with the Company and, where appropriate , in accordance          with any commun ication to Participants.                  4.3     The  Trustee shall hold a Participant's Partnership Shares upon trust for the benefit of such          Participant and shall deal with such Shares and all rights attaching to such Shares only in          accordance with the Plan and this Deed.                  5.      TRUSTEE 'S   POWERS   AND  DUTIES  RELATING   TO THE   PLAN                  5.1     The  Trustee shall, if required to do so by the Company or any other regulatory or other legal           requirement, adopt the Plan and the Trustee shall join with the Company in giving effect to the           Plan.                  5.2     For  so long as the Plan having been  approved by  H M  Revenue  & Customs   pursuant  to          Schedule  2 remains so approved , and is not terminated pursuant to Rule 9 of the Plan, the          Trust Fund  shall not be applied, and this Trust shall not be used, otherwise  than for  the          purposes  of giving effect to the Plan provided that if the Plan is terminated pursuant to Rule 9,          the Trustee will comply with the requirements of paragraph 90 of Schedule 2.                  5.3     The Trustee shall expend any sum received from any member of the Group as a contr ibution to          the Trust Fund  for any such one or more  of the purposes mentioned  in Clause 5.4 as the          Trustee shall in its absolute discretion determine and pending such expenditure shall deposit          any such contribution with a Bank on such terms as the Trustee may in its absolute discretion          think fit.                  5.4     The purposes referred to in Clause 5.3 are:-                          5.4.1    the acquisition of Shares for the purposes of the Plan, whether by purchase in the                   market, subscription or acquisition by purchase from the Trust Fund and on the basis                   that:                                   (a)      where  such purchase  or subscription is to take place in a currency other                            than sterling, the Trustee shall convert the relevant sum into such other                            currency on the basis of an appropriate exchange rate as agreed with the                            Company and, where appropriate, in accordance with any communication to                            Participants; and                                   (b)      for the avoidance of doubt , the Trustee shall only be required to acquire                            Shares for the purposes of the Plan to the extent it has received payment or                            otherwise been funded to the extent required to make such acquisit ion and                            cover any related costs, charges and expenses ;                          5.4.2    the repayment of sums borrowed;                          5.4.3    the payment of interest on sums borrowed;                          5.4.4    satisfying any of the obligations of the Trustee under the Plan; and    46342153.8\sc24                                 36  





 






         5.4.5    paying expenses of the Trustee (including the fees of the Trustee , any Administrator                    and any  professional adviser retained by the Trustee in relation to the operation of the                    Plan).                  5.5      The Trustee may only acquire shares or other securities which are not Shares if:-                           5.5.1    they are shares or other securities issued to the Trustee in excha nge for or in respect                    of Shares in circumstances mentioned in section 135 of the Taxation of Chargeable                    Gains Act 1992; or                           5.5.2    if  they  are  shares  or  other  securities  acquired  by  the  Trustee  pursuant  to  a                    reconstruction or amalgamation as mentioned in section 136 of that Act.                   5.6     The Trustee may at any time and from  time to time award Shares to any one or more of the           Beneficiaries pursuant to and in accordance with the Plan.                           Duty to give notice of award of Free and Matching Shares                   5.7     As  soon as practicable after any  Free Shares or  Matching Shares  have been awarded to an           Eligible Employee the Trustee shall give him notice of the award:-                           5.7.1    specifying the number and description of those Shares;                           5.7.2    confirming whether they are subject to any Restrictions and, if so, the nature of those                    Restrictions;                           5.7.3    stating their Market Value on the Award Date; and                           5.7.4    the Holding Period applicable to them .                            Duty to give notice of acquisition of Partnership Shares                   5.8     As  soon as practicable after the Trustee  has acquired any Partnership Shares  on behalf of a            Participant, the Trustee shall give him notice of the acquisition:-                            5.8.1   specifying the number and description of those Shares;                            5.8.2   confirming whether they are subject to any Restrictions and, if so, the nature of those                    Restrictions;                            5.8.3   stating the amount of  Partnership  Share  Money applied  by the Trustee in acquiring                    such Partnership Shares;                            5.8.4   their Market Value on the Acquisition Date; and                            5.8.5   informing him of any amount of surplus Partnership Share Money carried forward.                            Duty to give notice of acquisition of Dividend Shares                   5.9      As soon as practicable after any Dividend Shares have been acquired on behalf of a Participant            the Trustee shall give him notice of the acquisition:-                            5.9.1   specifying the number and description of those Shares ;                            5.9.2   confirming whether they are subject to any Restrictions and, if so, the nature of those                    Restrictions;                            5.9.3   stating their Market Value on the Acquisition Date;                            5.9.4   stating the Holding Period applicable to them ; and     46342153.8\sc24                                 37  





 






         5.9.5    informing him of any surplus amount of cash dividends carried forward.                           Foreign cash dividends                   5.10    If the Trustee receives any Foreign Cash Dividend in respect of any of a Participant's Plan           Shares, the Trustee shall notify the Participant of the amount of any foreign tax deducted from           the dividend before it was paid.                           Duty to deal with Plan Shares                   5.11    The  Trustee shall hold and deal with all Shares awarded to or acquired on behalf of any           Participant only in accordance with the terms of Part E of the Plan and the following prov isions           of this Deed.                           General  duty of Trustee to retain Free Matching and Dividend Shares                   5.12    Save as mentioned  in Clause 5.13, the Trustee shall not dispose of any of a Participant's Plan           Shares that are Free Shares, Matching Shares or Dividend Shares (whether to the Participant           or otherwise) at any  time during   the Holding Period relating to such Shares unless the           Participant ceases to be in Relevant Employment.                   5.13    The  duty imposed  by Clause  5.12 shall not restrict the Trustee from disposing of any of           a Participant's Plan Shares in accordance with a provisio n of the Plan which gives effect to           the requirements of any of  the  paragraphs  of  Schedule  2  mentioned  in  paragraph 73(3)            of Schedule 2.                           Power of Trustee to raise funds to subscribe for a rights issue                   5.14    The Trustee may, subject to Clause 5.18, dispose of some of the rights under a rights issue in           order to be able to obtain sufficient funds to exercise other such rights.                   5.15    For  the purposes  of Clause  5.14, "rights issue" means rights conferred in respect of a           Participant's Plan Shares to be allotted, on payment, other shares or securities or rights of any           description in the same company.                           Duty of Trustee on Participant ceasing to be in Relevant Employment                   5.16    If a Participant ceases to be in Relevant Employment, subject to Rule 61 of the Plan, the           Trustee shall as soon as is practicable:-                           5.16.1   transfer such Participant's Plan Shares to the Participant or another  person at his                    direction; or                           5.16.2   dispose of the Shares and account (or hold itself ready to account) for the proceeds to                    the Participant or to another person at his direction.                           General  duties to Participants                   5.17    The  Trustee shall pay over to a Participant any money or money's  wort h received by the           Trustee in respect of or by reference to any of suc h Partici pant's Plan Shares, other than money           or money's  worth consisting of New Shares SAVE   THAT  this duty of the Trustee shall not           prevent the Trustee from reinvesting cash dividends in accordance with the Plan nor from doing           anything in fulfilment of its obligations under or in relation to PAY E.                  5.18     Subject to Clause 5.16, the Trustee shall dispose of a Participant's Plan Shares and deal with           any right conferred in respect of any of his Plan Shares to be allotted other shares, securities or           rights of any description only pursuant to a direction given by or on behalf of the Participant           SAVE  THAT   the Trustee may dispose of any of a Participant's Plan Shares which cease to be           held in the Plan and  any of a  Participant's remaining Plan Shares to meet any obligation           imposed  on the Trustee under or in relation to PAYE (unless the Participant has paid to the     46342153.8\sc24                                 38  





 






         Trustee  such sum  as is sufficient  to meet such obligation,  in accordance with Rule 70 of the           Plan).                           Duties in relation to tax liabilities                  5.19     The Trustee shall:-                           5.19.1   maintain such records as may be necessary for the purposes of complying with any                    obligations of the Trustee or of any member or former member of the Group under                    PAYE and  NICs so far as they relate to the Plan; and                           5.19.2   when  a Participant becomes liable to income tax under Chapter 3 or 4 of Part 4 of the                    Income  Tax  (Trading and Other Income)  Act 2005 or ITEPA  by  reason  of  the                    occurrence of any event, inform him of any facts relevant to determining that liability.                  5.20     References in the preceding provisions of this Clause 5 to a Participant include, in relation to a           Participant who has died, a reference to his Personal Representatives .                           Administration of the Plan                  5.21     The Trustee may  from time to time appoint any such person as it considers appropriate to act           as Administrator or to hold Shares as nominee or custodian in a designated account and in that           event the Trustee shall delegate to such person such of the Trustee's administrative powers and           duties as shall be  necessary  or appropriate  to  enable  such  person to  procure the  award  of           Shares  to, and the acquisition of Shares on behalf of, Eligible Employees and Participants and           generally to administer the operation of the Plan PROVIDED THAT :-                           5.21.1   no such delegation shall take effect so as to divest the Trustee of any duty imposed on                    the Trustee by the provisions of this Deed; and                           5.21.2   the Trustee shall remain liable for the acts and defaults of such person to the intent                    that Section 23 of the Trustee Act 2000 shall not apply.                  5.22     The Trustee may pay the costs and expenses of any Adminis trator out of the Trust Fund.                           Power to take and pay for professional advice                  5.23     The Trustee may, for the purpose of enabling the Trustee or any Administrator to exercise the           powers and duties of this Trust, seek and act upon the advice of any such firm of legal or other           professional  advisers and may pay for such advice out of the Trust Fund PROVIDED THAT no           such advice shall be sought by the Trustee or the Adm inistrator on any occasion without the           prior approval (which shall not be unreasonably withheld) of the Company as to the choice of           such adviser and the terms on which such advice shall be sought.                           Provision of information to the Company                  5.24     The  Trustee  shall provide  to  the  Company  and every  other  member  of  the  Group all such           information  relating to  the  operation  of the  Plan as shall,  in the  opinion  of the Directors , be           necessary to  enable  each  such  member  of  the  Group to fulfil its obligations  to  account  for           income tax and NICs under PAYE.                  5.25     The Trustee shall, from time to time, provide to the Company such other information, relating to           the operation of the Plan and to the individual entitlements of any or all of the Participants as the           Company  may  request, and  shall do so within  such  reasonable period as the Company  may           specify.                           Residual Shares                  5.26     If any Shares (other than a Participant's Plan Shares) remain Trust Property after either:-    46342153 .8\sc24                                 39  





 






        5.26.1   Shares  have  been awarded  to  Participants  in accordance with the  Plan on any                   occasion; or                          5.26.2   the requirements of paragraph 90 of Schedule 2 have been complied with                          the Trustee shall, if the Company so directs, hold such Shares upon trust to sell such Shares in          the market and pay or apply the net proceeds of sale (after deduction of all costs and expenses          and  of such amount  as, in the opinion of the Trustee , is sufficient to enable the Trustee to          discharge in full all of its current and future liabilities, whether actual or contingent) to or for the          benefit of Participating Companies in such  proportions, having regard to their respective          contributions, to the Trust Fund as the Company shall direct.                          Duty to monitor Participants in connected plans                  5.27    The  Trustee  shall maintain records of Participants who  in the  same  Tax  Year   have          participated in  one  or more other Approved Share  Incentive  Plans  established  by  the           Company  or  a Connected Company.                  6.      TRUSTEE'S DEALINGS IN SHARES                  6.1     For the purpose of enabling the Directors to ensure compliance by the Company  and by its          directors with the rules and regulations imposed by the New York Stock Exchange, the Trustee          shall inform the secretary of the Company in writing in advance of any dealing by the Trustee in          Shares (otherwise than any award of Shares to or acquisition of Partnership Shares or Dividend          Shares on  behalf of, a Participant who is not a director of the Company being a dealing          pursuant to or done for the purpose of giving effect to the operation of the Plan).                  6.2     If the Trustee provides any benefit (in whatever form) out of the Trust Fund to any Beneficiary          (otherwise than pursuant to the Plan) the Trustee shall give details of such benefit to the          secretary of the Company.                  6.3     The  Trustee shall not deal in Shares or other securities of the Company at any time  if the          Trustee is aware  or has received notice in writing from the Company that any such dealing at          that time would cause the Company or any Subsidiary or any director, officer or employee of the          Company   or any Subsidiary to be in breach of the provisions of the code of dealing adopted by          resolution of the directors of the Company imposing restrictions upon dealings by directo rs and          employees  in Shares or securities of the Company as required by the rules of the New York          Stock  Exchange  PROVIDED   THAT  nothing in   this Clause 6.3 shall compel the Trustee  to          enquire from the Company or  any Subsidiary as to whether such  dealing would  breach any          such provisions.                          Waiver of Trustees' dividend and voting rights                  6.4     The provisions of Clauses 6.5 and 6.6 shall not apply (so that the Trustee shall not be taken to          have  waived  its rights to receive dividends and/or exercise voting rights) throughout any          period in relation to which the Company has given notice in writing to the Trustee that such          provisions shall not apply  PROVIDED  THAT   no such  period shall commence   before the          date on which such notice is received by the Trustee.                  6.5     Whilst and for so long as any Shares are held by the Trustee and no beneficial interest in such          Shares  is vested in any Beneficiary the Trustee shall waive any right to dividend payments          in respect of such Shares and the Trustee shall not be liable for any loss to the Trust Fund as          a result of such wa iver.                  6.6     Whilst any Shares  in the Company  are held by the Trustee  the Trustee shall refrain from          exercising any voting rights which may attach to the Shares SAVE   THAT  if the beneficial          interest  in any Share is vested in any Beneficiary then the Trustee shall comply with the          provisions of Rule 63 of the Plan.    46342153.8\sc24                                 40  





 






7.      INVESTMENT  POWERS                  7.1     The  Trustee may apply the whole or any part of the Trust Fund in the acquisition of Shares by          subscription or by purchase from any person at a price which is not greater than the price which          the Trustee would  otherwise have to pay for the purchase of such Shares on the New York          Stock Exchange  (or, if such Shares are not listed on the New York Stock Exchange, in the open          market) at the time of purchase .                  7.2     The Trustee shall not be under any obligation to diversify the investment of the Trust Fund and,          in particular , may:-                          7.2.1    retain, in their existing condition , any investments, including Shares or other securities                   of the Company ,  or other property (including uninvested money) for the time being                   forming part of the Trust Fund for so long as the Trustee in its absolute discretion                   thinks fit notwithstanding that the same may comprise the sole investment of the Trust                   Fund; and                          7.2.2    at its absolute discretion, invest the whole of the Trust Fund in the shares or securities                   of any one company                          without being liable for any loss occasioned thereby.                  7.3     The Trustee shall be under no obligat ion to:-                          7.3.1    become a director or officer, or interfere in the management or affairs, of any company                   any of the shares or stocks of which are, for the time being, comprised in the Trust                   Fund  or any  company  associated with such  company ,  notwithstanding that the                   Trustee has (whether directly or indirectly) a substantial holding in or Control of any                   such company ; or                          7.3.2    seek information about the affairs of any such company                          but may  leave the conduct of the affairs of any such company to its directors or other persons          managing  the company  (so long as they have no actual notice of any act of dishonesty on the          part of such directors or others in connection with the management of the company) .                  8.      ADDITIONAL    POWERS                  8.1     In addition to all the powers vested in trustees by law or statute, the Trustee shall have the          following powers regarding the Trust Fund:-                          8.1.1    power  to invest or hold or allow to remain in the name or under the control of any                   person as nominee  or bare trustee of the Trustee the whole or such part of the Trust                   Fund  as the Trustee shall in its absolute discretion think fit and the Trustee shall not                   be liable for any loss to the Trust Fund or the income of the Trust Fund occasioned by                   the exercise of this power;                          8.1.2    power  to promote, alone or with others , and to approve, concur or acquiesce in, or                   agree to carry into effect, alone or with others , any scheme, proposal or offer for or                   leading to or being a step in:-                                   (a)      the reconstruction or amalgamation with any other company or corporation                            of any company  or corporation in whose secur ities the Trust Fund or any                            part of the Trust Fund shall be for the time being invested;                                   (b)      the release, modificat ion or alteration of the rights, privileges or liabilities                            attached to any investments or other property forming part of the Trust Fund                            or attached  to any  property whatever having rights affecting any such                            investments or other property; or    46342153 .8\sc24                                41  





 






                 (c)      the exchange  of any investments or other property form ing part of the Trust                            Fund for any other investments or other property                           8.1.3   power  to give warranties and indemnities for the foregoing purposes with power to                   accept any security , shares or other interest of any description of the reconstructed or                   purchasing  or new  company   or demerged  company   or companies  in lieu or in                   exchange  for all or any of the original securities, shares or other interest  and with                   power to retain any property so accepted as aforesaid for any period for which the                   original property could have been retained;                           8.1.4   power  to apply the Trust Fund or any part of it or the whole or any part of the income                   of  the Trust Fund in paying any  stamp duty or stamp duty reserve tax payable in                   respect of any transfer of or agreement to transfer Shares to a Beneficiary ;                           8.1.5   power to borrow moneys , for any purpose for which trust moneys may be applied                   under this Trust, from any person or company (including any member of the Group) on                   such  terms as the Trustee may decide   PROVIDED   THAT   any loan made  to the                   Trustee by any member of the Group shall be on terms which are no less favourable                   to the Trustee than if it had been made in a transaction made at arm's length between                   persons not connected with each other ;                           8.1.6   power  to pay any duties or taxes or other fiscal impositions (together with any related                   interest or penalties or surcharges) for which the Trustee may become liable and to                   have entire discretion as to the time and manner in which such duties taxes and fiscal                   impositions shall be paid and no person interested under this Deed shall be entitled to                   make  any claim whatsoever against the Trustee by reason of such payment;                           8.1.7   power to arrange for any member of the Group to account to H M Revenue & Customs                   or other authority concerned for any amounts deducted from the sums of money paid                   or credited to the Trustee by any member of the Group or from or in respect of any                   amounts  paid or property transferred by the Trustee to Beneficiaries in respect of                   income tax or any other deductions required by law;                           8.1.8   power  to delegate to any other person or persons (including any one or more   of                   themselves) all or any of the administrative and management functions and powers                   (including investment powers) vested in the Trustee either by virtue of the provisions                   of this Deed or by virtue of its office as Trustee PROVIDED THAT :-                                   (a)      this  power  shall  apply only  after  the  Plan,  having  been approved  by H M                            Revenue & Customs   pursuant to Schedule 2, is no longer so approved; and                                   (b)      the Trustee shall not be entitled to delegate the exercise of discretionary                            trusts and powers in relation to the Trust Fund which require or empower the                            determination of beneficial interests in the Trust ; and                                   (c)      no such delegation shall take effect so as to divest the Trustee of any duty                            imposed on the Trustee by the provisions of this Deed; and                                   (d)      the Trustee shall remain liable for the acts and defaults of such person to the                            intent that Section 23 of the Trustee Act 2000 shall not apply;                           8.1.9   power  to convert any moneys forming part of the Trust Fund into any other property,                   whether  income producing or not, in particular power to acquire any property with                   moneys  forming part of the Trust Fund or the income of the Trust Fund and to transfer                   such property or any part of it to any Beneficiary in exercise of the Trustee's powers                   and discretions;                          8.1.10   power  to deal with the Trust Fund as if the Trustee were a sole absolute beneficial                   owner of the Trust Fund;    46342153 .8\sc24                                42  





 






         8.1.11  power  to make any payment  to any Beneficiary into such Beneficiary's bank account                   and in such case the Trustee shall be discharged from obtaining a receipt or seeing to                   the application of such payment;                           8.1.12  power  to enter into any agreement or grant any option for the sale or other disposition                   of any shares , stock or securities comprised in the Trust Fund upon any terms and for                   any  considerat ion whatsoeve r and  power  to  give warranties indemnities and                   undertakings for the above purposes;                           8.1.13  subject to Clause 5.2, power to make and to amend by resolution in writing such rules                   as the Trustee may in its absolute discretion think fit for the purpose of determ ining the                   basis upon which the Trust Fund  shall be   paid or applied to or for the   benefit of                   Beneficiaries;                           8.1.14  power in its absolute discretion to enter into any transaction with any other person or                   persons whethe r that person or persons is or are acting in a fiduciary capacity or not                   (being a transaction which apart from foregoing provisions of this Deed the Trustee                   could properly have  entered into if it or any Trustee had not also been or been                   interested in such other person or persons) notwithstanding that the Trustee or any of                   them may also be or be interested in such other person or persons and in like manner                   in all respects as if the Trustee or any of them were not, or were not interested in,                   such other person or persons ; and                           8.1.15  power  to agree with H M Revenue & Customs that, if the Market Value of any Shares                   falls to be determined for the purposes of Schedule 2, the Market Value of such                   Shares shall be determined by reference to such date or dates , or to an average of the                   values on a number of dates , as may be specified in such agreement.                  8.2      Each such power shall be a separate power in addition and without prejudice to the generality of           all other powers vested in the Trustee, and the Trustee may exercise all or any of the same           from time to time, without the intervention of any Beneficiary, in such manner and to such extent           as it shall in its absolute discretion think fit SAVE THAT the Trustee shall not exercise any such           power if or to the extent that to do so would be inconsistent with the trusts of this Deed.                  8.3      The  discretions conferred upon the Trustee by this Deed or by law shall be absolute and           unfettered discretions and the Trustee shall not be obliged to give any person beneficially           interested under this Trust any reason or justification for any exercise or non-exerc ise of any           such discretion.                  9.       PERPETUITY  PERIOD                           The perpetuity period applicable to this Trust shall be the period of 125 years from the date of           execution of this Deed.                  10.      TRUSTEE                  10.1     Subject to the following provisions of this Clause 10, the statutory power of appointing new or           additional trustees of this Trust shall be vested in the Company and the Company shall have the           power, exercisable by deed, to remove any person as Trustee and to appoint any new Trustee           in the place of such person SAVE THAT :-                           10.1.1  the power conferred by this Clause 10.1 shall only be operative and capable of taking                   effect on the expiry of one month from the date on which the person who is to be                   removed as Trustee receives notice in writing of such removal and every new Trustee                   accepts office as such new Trustee; and                           10.1.2   2 if the Company  shall be the subject of a Takeover Offer which becomes  or is                    declared unconditional in all respects the Company shall not exercise any power to                    remove any person as  a Trustee or to appoint a new or additional Trustee at any                    time within the    46342153 .8\sc24                                43  





 






                 period of thirty days beginning with the date on which such Takeover Offer becomes                   or is declared unconditional in all respects.                  10.2    Every  Trustee shall be resident in the United Kingdom and the Company  shall immediately          remove as a Trustee any Trustee who ceases to be resident in the United Kingdom.                  10.3    The minimum number of Trustees shall be two individuals or a body corporate.                  10.4    So  long as the number of Trustees is below the minimum number, the Trustee shall not be          entitled to exercise any discretion or power pursuant to the terms of this Deed.                  10.5    Any  Trustee may, at any time , by written notice given to the Company and to the remaining          Trustees (if any), retire from his office at the expiry of one month from the  date when such          notice is received by the Company  or any shorter period agreed in writing by the Company          PROVIDED   THAT  such retirement shall not take effect  unless and  until immediately  after  it          there will be as Trustees, (whether by virtue of an appointment taking effect forthwith upon such          retirement or otherwise), at least the minimum number of persons required by Clause 10.3 to be          the Trustees. If the Company has failed to appoint a replacement Trustee by the expiry of the          one month  period (or such longer period as may be agreed) , and this means that the Trustee's          retirement cannot take effect as a result of this Clause 10.5 and  Clause  10.3, the  retiring          Trustee may   by deed  appoint an additional Trustee(s) and its retirement shall  thereupon          become  effective.                  10.6    Any person  who  ceases to be a Trustee shall execute and do or make all such transfers or          other documents  acts or things as may be necessary for vesting the Trust Fund in the new or          continuing Trustee or placing it under the control of the Trustee and shall be bound and entitled          to assume  that any  new Trustee  is a proper person to have been  appointed  PROVIDED          ALWAYS    that if any outgoing Trustee is liable as Trustee for any duties  or taxes or fiscal          impositions (including without prejudice  to the generality of the foregoing words capital gains          wealth gifts probate succession death or any  other duties or taxes on capital or income)          wheresoever  arising and whether or not enforceable through the courts of the place where such          Trustee is resident or where this Trust is for the time being administered then that person shall          not be bound to transfer the Trust Fund as aforesaid unless reasonable security is provided for          indemnifying them and their estates against such liability.                  10.7    A  trust corporation or other corporate trustee may be appointed by deed to be a Trustee upon          such terms as to remuneration and otherwise as may be agreed at the time of its appointment          by the person or persons making the appointment (on the one hand) and the trust corporation or          other corporate trustee (on the other hand).                  10.8    The  provisions of sections 37 and 39 of the Trustee Act 1925 shall apply to this Trust as if any          reference  in those sections  to  a  trust  corporation  were  a  reference  to  a  company or  body          corporate carrying on trust business.                  11.     REMUNERATION      OF THE  TRUSTEE                  11.1    Any Trustee, or any director or other officer of a body corporate acting as a Trustee being an          individual engaged  in any profession or business, shall be entitled to be paid all usual          professional or proper charges for work done by him, his firm or his company in connect ion with          the trusts declared in this Deed, on the usual terms and conditions of such firm or company in          force from time to tim e including (in addition to reimbursement of such firm or company's proper          expenses ,  costs  and other  liabilities) the right to remuneration and the incidence of          remuneration whether such work is in the ordinary course of his profession or business or not,          including acts which a Trustee, not being in any profession or business, could have done          personally.                  11.2    Any corporate body acting as Trustee :-                          11.2.1   may carry out , in its own office, in connection with this Trust, any business which by its                   constitution it is authorised to undertake and in which it is then, in fact, ordinarily    46342153 .8\sc24                                44  





 






                  engaged, upon the same terms as would for the time being be made with an ordinary                    customer and if it is a bank, it shall be entitled   to act as a banker to and make                    advances to the Trustee in connection with the trusts declared in this Deed, without                    accounting for any profit thereby made and in all respects as if it were not a Trustee;                    and                           11.2.2 may employ as a banker or investment adviser or other agent, on behalf of this Trust,                    any company , firm or enterprise associated with it PROVIDED THAT such agent is                    authorised by its constitution to undertake such business and that it is, in fact,                    ordinarily so engaged and that all charges made by it for work done or services                    provided in connection with the trusts declared in this Deed are reasonable and                    normal.                  12.      PERSONAL INTERESTS OF TRUSTEE                  12.1     No decision of or exercise of a power by the Trustee shall be invalidated or questioned on the           grounds that the Trustee or any individual Trustee or any director or other officer or employee of           a body corporate acting as Trustee had an interest in a personal or fiduciary capacity in the           result of any decision or in the exercising of any power and any such person may vote in such           respect and be taken into account for the purposes of a quorum notwithstanding his interest.                  12.2     A Beneficiary who is a Trustee or a director or other officer or employee of a body corporate           acting as Trustee may retain all benefits to which he becomes entitled under this Deed and shall           not be liable to account for any property paid to or applied for the benefit of him or any spouse,           former spouse, civil partner, child (including step-child) of such Beneficiary.                  12.3     Any Trustee, and any director or other officer or employee of a  body corporate  acting  as           Trustee, shall not be precluded from  acquiring, holding or dealing with any debentures,           debenture stock, shares or securities whatsoeve r of the Company or any Subsidiary or fro m           entering into any contract or other transact ion with the Company or such Subsidiary or being           interested in any such contract or transaction and none of them shall be in any manner           whatsoever liable to account to the Company or the Beneficiaries for any resulting profits made           or benefits obtained by him or it.                  12.4     Any Trustee, or  any director or other officer or any employee of a corporate body acting as           Trustee, or any associate or person or body connected with the Trustee may be employed and           remunerated as a director or other officer or employee or as agent or adviser of any company ,           body or firm in any way connected with this Trust or the Trust Fund and may keep as  his           property (and without being liable to account therefor) any remuneration, fees or profits received           by him  in any such capacity, notwithstanding that his situation or office may have  been           obtained, held or retained by means or by reason of his position as Trustee or as a director or           an employee or officer of a corporate trustee of the trusts declared in this Deed.                  13.      PROTECTION OF THE TRUSTEE                  13.1     In the professed execution of the trusts and powers contained in this Deed, no Trustee, or           director or other officer or employee of a body corporate acting as Trustee , shall be liable for           any loss arising by reason of:-                           13.1.1  negligence or fraud of any other trustee of this Trust or director or other officer or                   employee of a body corporate acting as such other trustee; or                           13.1.2  any  mistake or omission made in good faith by any of the trustees or any such other                    person; or                           13.1.3  any  other  matter  or  thing except  loss  ans1ng  by  reason  of  fraud , wilful default or                   negligence on the part of the Trustee or other person who is sought to be made liable.                  13.2     The Company  HEREBY  COVENANTS      with the Trustee and every director or other officer or           employee  of a body corporate  acting as Trustee jointly  and severally for  themselves and as    46342153 .8\sc24                                45  





 






         trustees for their successors in title that it will at all times after the execution of this Deed keep           each  of them and each of their successors in title  as Trustee and each of their estates and           effects fully indemnified and saved harmless both before as we ll as after any removal or           retirement of a Trustee pursuant  to Clause 10 against all claims, losses, demands, actions ,           proceedings, charges , expenses, costs, damages, taxes, duties and other liabilities that may be           suffered or incurred by it or by any of them in connection with the execution of the trusts and           powers  of this Deed other than liabilities arising as a consequence of fraud , wilful default or (in           the case of a Trustee , or any director or other officer or employee of a body corporate acting as           Trustee, who is engaged in the business of providing a trustee service for a fee) negligence and           save to the extent that any such liability is capable of being discharged at the expense of the           Trust Fund. In addition, the Trustee shall have the benefit of all indemnities  conferred  on           trustees by the Trustee Acts 1925 and 2000 and generally by law.                  14.      INFORMATION SUPPLIED BY THE COMPANY                           The Trustee shall be entitled to rely, without further enquiry , on all information supplied to it by           the Company  or any Participating Company and/or any directors or officers of the Company or           any Participating Company with regard to its duties as trustee of the trusts declared in t his Deed           whether or not such information is for the purposes of or relates to the operation of the Plan,           and the Trustee shall not be liable to any Participant or any member of the Group for any loss           arising in consequenc e of the incompleteness  or inaccuracy of any such information.                  15.      POWER    OF MODIFICATION                  15.1     Subject to Clause  15.2, during the Trust Period, the Company shall have power, so as to bind           the Trustee, to vary, amend, modify, alter or extend the trusts, powers and provisions of this           Deed  in any  manner  and in any  particular whatsoever by deed delivered to the  Trustee           revocable (during the Trust Period) or irrevocable, which shall be expressed to be supplementa l           to this Deed, and this Deed shall then be read and construed and take effect as if the provisions           of such deed were  incorporated in this Deed PROVIDED THAT   no exercise of these powers           may:-                           15.1.1   amend the definition of "Beneficiary" in Clause 1.1, or amend Clauses 10.3 (minimum                    number  of trustees) , 13.2 (indemnity), or the proviso to Clause 8.1.5 (borrowing)                    insofar as they relate to loans made by any member of the Group;                           15.1.2   confer on any person other than an employee or former employee of any member of                    the Group any eligibility or entitlement to benefit;                           15.1.3   extend the power conferred by this Clause 15 (modificat ion) or remove the restrictions                    contained in this proviso;                           15.1.4   be  effective to amend Clauses  10.6 (outgoing Trustee) , 10.7 (appointment) , 11                    (remuneration), 12 (personal interests) or 13 (protection),  or otherwise to  impose on                    the Trustee any  obligations more onerous than the obligations accepted by  the                    Trustee under this Trust prior to such purported amendment without the prior consent                    of the Trustee in writing;                           15.1.5   cause this Trust to cease to be an Employees' Share Scheme;                           15.1.6   reduce or adversely affect the right or interest of any Beneficiary insofar as such right                    or interest has been granted, awarded or allocated pursuant to the prior exercise by                    the Trustee of the Trustee's powers under this Deed; or                           15.1.7   adversely affect the position of the Trustee unless the Trustee gives prior wr itten                    consent to such amendment.                  15.2     For so long as  the Plan, having been approved  by H M  Revenue  &  Customs  pursuant to           Schedule 2, remains so approved, no alteration shall be made to any Key Feature of this Deed           without either (a) the prior approval of H M Revenue & Customs if required for the purposes of     46342153 .8\sc24                                46  





 






         Schedule  2, or (b) compliance with such other  process as may apply or be required by H M           Revenue & Customs from time to time in relation to the amendment of a Key Feature.                  15.3     Every power, authority or discretion conferred upon the Trustee or any other person and not           expressly made exercisable only during a period allowed by law shall (notwithstanding anything           to the contrary expressed or implied in this Deed) only be exercisable during the Trust Period           and during such further period if any (whether definite or indefinite) as in the case of  the           particular power, authority or discretion the law may allow.                  16.      PROPER   LAW                           The trusts of this Trust are established under the laws of England and Wales and subject as           provided in this Deed the rights of the Beneficiaries and the rights powers and duties of the           Trustee under this Deed  and  the construction of every provision of this Deed shall be           determined according to the laws of England and Wales.                  17.      EXCLUSIONS FROM BENEFIT                           Notwithstanding anything to the contrary expressed or implied in this Deed, no part of the Trust           Fund or its income shall at any time be paid or lent or otherwise applied nor shall any power or           discretion in this Deed or by  law conferred on the Trustee or on any other person in any           circumstances be exercisable or exercised in any manner which causes the Company or any           one or more Subsid iaries to be in breach of Chapter VI of Part V of the Companies Act 1985 or           causes this Trust to fall outside the provisions of Section 86 of the Inheritance Tax Act 1984.                  18.      COUNTERPARTS                           This Deed may  be  executed in any number  of counterparts, and by the parties on separate           counterparts , but shall not be effective until each party has executed at least one counterpart.           Each  counterpart shall constitute an original of this Deed but all of the counterparts  shall           together constitute but one and the same instrument.                  19.      IRREVOCABILITY OF TRUSTS                           The trusts declared by this Deed are irrevocable.                  EXECUTED AS A DEED by the parties on the date which first appears in this Deed.                  EXECUTED (but not delivered until dated) as a  Deed by LUXFER   HOLDINGS   PLC acting by:-                                                                                                  Director                                                   tliret:tor/Secretary Q{:- j"'-l '                                                  EXECUTED (but not delivered until dated) as a  Deed under the COMMON    SEAL of  COMPUTERSHARE      TRUSTEES  LIMITED   in the  presence of :-                                                                  Director                                                   Director/Secretary    46342153 .8\sc24                                47