Dated the 18th day of March 1994
INSTRUMENT
Between
JOHN GERALD PATRICK WHEELER
and
IAN WALTER STANLEY STRANG
and
RICHARD JOHN PIROUET
Michael Voisin & Co
Advocates & Solicitors
P.O. Box 31, Templar House,
Don Road, St. Heliers Jersey C.I.
THIS INSTRUMENT OF RETIREMENT AND APPOINTMENT is made the 18th day of
March 1994
BETWEEN JOHN GERALD PATRICK WHEELER of P. O. Box 31, Templar House, Don Road,
St. Helier, Jersey (the "Retiring Trustee") of the first part, IAN WALTER
STANLEY STRANG of P. O. Box 31 aforesaid (" the Continuing Trustee") of the
second part AND RICHARD JOHN PIROUET of Le Gallais Chambers, 54 Bath Street, St.
Helier, Jersey (the "New Trustee") of the third part
WHEREAS:-
A. This Deed is supplemental to:
(i) a settlement dated the Sixteenth day of February One thousand nine
hundred and ninety and known as the Berkeley Govett & Company Limited
1990 Employee Share Option Trust.
(ii) a Deed dated Fourteenth April One thousand nine hundred and ninety-two
made by John Gerald Patrick Wheeler and Ian Walter Stanley Strang ("
the Original Trustees") resolving to change the name of the Settlement
to THE GOVETT & COMPANY 1990 EMPLOYEE SHARE OPTION TRUST.
B. Pursuant to Clause 6 of the Settlement the power to appoint a new trustee
of the Settlement is vested in the Trustees.
C. The Retiring Trustee is presently joint Trustee of the Settlement.
D. The Retiring Trustee wishes to be discharged from the trusts of the
Settlement upon being indemnified as follows and the Original Trustees wish
to appoint the New Trustee to be joint trustee of the Settlement in place
of the Retiring Trustee.
E. The property at present subject to the trusts of the Settlement (" the
Trust Property")is specified in the Schedule hereto and it is intended that
as soon as may be after the execution of this Instrument the Trust Property
shall be transferred into the names of or under the control of the New
Trustee and the Continuing Trustee.
NOW THIS DEED WITNESSETH as follows:
1. Unless the context otherwise required words and expressions used herein and
defined in the Settlement shall have the same meanings herein as are
ascribed to them in the Settlement.
2. In exercise of the aforesaid power and of every and any other power them
enabling the Original Trustees HEREBY APPOINT the New Trustee to be joint
trustee of the Settlement in place of the Retiring Trustee and the New
Trustee accepts such appointment.
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3. The Retiring Trustee hereby retires from the trusts of the Settlement and
is hereby discharged from the same.
4. It is HEREBY AGREED AND DECLARED that such appointment and retirement shall
take immediate effect and that the Trust Property shall immediately vest in
the New Trustee and the Continuing Trustee.
5. The Continuing Trustee and the New Trustee HEREBY COVENANT with the
Retiring Trustee at all times hereafter to keep the Retiring Trustee fully
and effectually indemnified and held harmless against all actions,
proceedings, accounts, claims and demands (and costs and expenses in
connection therewith)which may be brought or made against the Retiring
Trustee whether by any Beneficiary of the Settlement, any other party
interest under the Settlement or any third party, arising out of any act or
omission of the Retiring Trustee in connection with the trusts of the
Settlement or in any other way relating to the Settlement or to the assets
comprised therein from time to time including any taxes, duties or other
fiscal liabilities payable in any part of the world on, or in, respect of
the assets comprising the Trust Fund and whether in respect of a period or
event falling wholly or partly prior to the date hereof and whether the
same shall be enforceable in law against the Retiring Trustee or not
PROVIDED ALWAYS THAT: -
(i) the indemnity herein contained shall not exceed to any liabilities of
the Retiring Trustee arising from any fraud, wilful neglect or default
or gross negligence on the part of the Retiring Trustee;
(ii) the Retiring Trustee shall only be able to enforce the indemnity
herein given against the assets (or the value produced by a subsequent
disposition thereof)contained in the Trust Fund at the time a claim is
made hereunder.
6. The Retiring Trustee shall notify the New Trustee of any actions,
proceedings, accounts, claims or demands which may be brought, or made
against, the Retiring Trustee in respect of which the Retiring Trustee may
be entitled to an indemnity hereunder as soon as possible after becoming
aware of any such actions as aforesaid and the Retiring Trustee shall make
no admission of liability of any sort nor give any undertaking, offer or
promise in respect thereof, nor make any payment
in respect thereof, nor enter into any correspondence or negotiationsin
respect thereof, nor incur any legal expenses in connect ion therewith
without the prior written consent of the New Trustee which shall be
entitled, if he so desires, to take over and conduct the defense of any
such actions as aforesaid.
7. This Deed shall be governed by and construed in accordance with the laws of
Jersey, Channel Islands, and the parties agree to submit to the
non-exclusive jurisdiction in the Courts of Jersey, Channel Islands in
connection therewith.
IN WITNESS WHEREOF the parties have hereunto entered into this Instrument the
day and year first above written.
THE SCHEDULE
12,852,502 Ordinary 5c Shares in Govett & Company Limited
SIGNED BY the said JOHN GERALD PATRICK WHEELER
/s/ J. Wheeler
in the presence of:
SIGNED BY the said IAN WALTER STANLEY STRANG
/s/ I. Strang
in the presence of:
SIGNED BY the said RICHARD JOHN PIROUET
/s/ R. Pirouet
in the Presence of:-