Dated THE 3RD DAY OF MARCH 1995
INSTRUMENT
Between
IAN WALTER STANLEY STRANG
and
RICHARD JOHN PIROUET
and
CLIVE AUBREY CHARLES CHAPLIN
Michael Voisin & Co
Advocates & Solicitors
P.0. Box 31 . Templar House
Don Road, St. Helier, Jersey, C.I.
THIS INSTRUMENT OF RETIREMENT is made the 3rd day of March 1995
BETWEEN IAN WALTER STANLEY STRANG of P. O. Box 31, Templar House, Don Road, St.
Helier, Jersey (the "Retiring Trustee") of the first part, RICHARD JOHN PIROUET
of Le Gallais Chambers, 54 Bath Street, St. Helier, Jersey and CLIVE AUBREY
CHARLES CHAPLIN (" the Continuing Trustees") of the second 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.
(iii)an Instrument dated the Eighteenth day of March One thousand nine
hundred and ninety-four between John Gerald Patrick Wheeler, Ian
Walter Stanley Strang and Richard John Pirouet whereby John Gerald
Patrick Wheeler retired as Trustee and Richard John Pirouet was
appointed as a new Trustee.
(iv) an Instrument dated the Twenty-seventh day of September One thousand
nine hundred and ninety-four between Ian Walter Stanley Strang,
Richard John Pirouet and Clive Aubrey Charles Chaplin whereby Clive
Aubrey Charles Chaplin was appointed as a new Trustee.
B. Pursuant to Clause 6 of the Settlement the Retiring Trustee wishes to
resign as a Trustee of the Settlement.
C. The Retiring Trustee is presently a joint Trustee of the Settlement.
D. The Retiring Trustee wishes to be discharged from the trusts of the
Settlement upon being indemnified as follows.
E. The property, at present subject to the trusts of the Settlement, is
specified in the schedule hereto and it is intended that as soon as may be
after the execution of this Instrument the said property shall be
transferred into the names of or under the control of the Continuing
Trustees.
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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. The Retiring Trustee hereby resigns the Trusteeship of the Settlement.
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 property now subject to the Settlement,
and all rights, powers, interest and entitlements of the Retiring Trustee
arising under the Settlement, shall immediately vest in the Continuing
Trustees.
5. The Continuing Trustees 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 interested 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 extend 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 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.
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5. The Retiring Trustee shall notify the Continuing Trustees 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 negotiations in respect thereof, nor incur
any legal expenses in connection therewith without the prior written
consent of the Continuing Trustees which shall be entitled, if they so
desire, to take over and conduct the defence of any such actions as
aforesaid.
4. 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
13,730,707 Ordinary 5c Shares in Govett & Company Limited
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:
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SIGNED BY the said
CLIVE AUBREY CHARLES CHAPLIN
/s/ C. Chaplin
in the presence of: