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Exhibit 10.9
Scheme No: FU00068-088
THIS DECLARATION OF TRUST is made on 10/12/1996 by SOREMA (UK) Underwriting
Limited having its registered office at 16 Eastcheap, London EC3M 1BD ("the
Principal Employer").
WHEREAS:
(A) The Principal Employer has decided to establish a retirement benefit scheme
to be known as THE SOREMA (UK) Underwriting Ltd FUNDED UNAPPROVED RETIREMENT
BENEFITS SCHEME ("the Plan") to provide benefits for such employees or directors
of the Principal Employer and, where appropriate, of such other companies as
enter into a supplementary deed as provided for below, as are admitted to
membership of the Plan (the "Members").
(B) The Principal Employer has determined to appoint itself as Trustee of the
Plan.
(C) The Principal Employer has submitted or is submitting details of each
Member's benefits to him.
IT IS HEREBY DECLARED AND AGREED THAT:
1. The Plan is hereby established and constituted under irrevocable trusts and
commences on the date hereof and this declaration of trust adopts the Rules
attached hereto ("the Rules") which, subject to any modifications made
hereafter, shall govern the Plan.
2. The Principal Employer appoints itself as the Trustee of the Plan.
3. The Principal Employer hereby bests the sum of pound sterling1.00 in the
Trustee to constitute the Plan and the Trustee acknowledges receipt
thereof.
4. The Principal Employer hereby agrees to enable the Trustee to pay the
contributions due under the Plan (by passing his own share of the cost to
the Trustee) notwithstanding that it will have no beneficial interest
hereunder save to the extent as expressly provided for in the Rules.
5. The Trustee shall have power to invest in:
(a) any of the unit trusts managed by Allied Dunbar Unit Trusts plc or
Threadneedle Investment Services Limited and any open-ended investment
company of which Threadneedle Investment Services Limited is the
authorised corporate director; and
(b) in any Policy or Policies issued by Allied Dunbar Assurance plc having
its registered office at Allied Dunbar Centre, Swindon SN1 1EL
(whether such Policy or Policies is/are new, existing or future
policies) ("the Policy").
6. The Trustee hereby agrees to manage and administer the Plan, hold the
assets of the Plan (including any Policies) and receive, hold and apply the
contributions under the Plan in the trust subject to the attached Rules of
the Plan, which (subject to any subsequent amendments) will govern the Plan
from the date hereof.
7. (a) Subject to (b) and (c) below the power of appointing new or additional
Trustees of the Plan and the trusts hereby established, and the power of
removing trustees, is hereby vested in the Principal Employer, and is
exercisable by deed.
(b) If any one of the following events occurs, Allied Dunbar Pension
Services Limited ("ADPS"), will have power, exercisable by deed, to appoint
as trustee of the Plan and the trusts hereby established any other person
or persons (being either a body corporate, including itself, or at least
two but not more than four individuals) in place of the Trustee who will
thereby be discharged from the trusteeship, without any requirement for it
to be joined as a party to the deed or to take any other action. The events
referred to above are:
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(i) The making of any order or the passing of an effective resolution
for the liquidation, winding-up or dissolution of the Trustee;
(ii) The appointment of a receiver in respect of all or a material
part of the assets or undertaking of the Trustee;
(iii)The Trustee making a general assignment or entering into a
composition or arrangement, for the benefit of creditors;
(iv) The Trustee ceasing to trade;
(v) The Trustee being struck off or removed from the Register of
Companies.
(c) Once the powers under sub-clause (b) have arisen, they will remain
exercisable until and unless released by ADPS and the decision to exercise
them or not and the way in which they are exercised will be within the
absolute discretion of ADPS.
(d) Subject to any prior exercise thereof, ADPS may by deed release the
powers under sub-clause (b) or either or them at any time or times whether
before or after they shall have arisen.
8. (a) Any Trustee or officer or director of a corporate Trustee may benefit
under the Rules.
(b) The Principal Employer may agree to remunerate the Trustee.
(c) The trustee of the Plan or any subsidiary, associated or holding
company thereof shall not be required by reason only of the general rules
disabling a trustee from deriving a profit from this trusteeship to account
to the Plan for any profit made in the ordinary course of business by such
trustee, or the subsidiary, associated or holding company thereof.
(d) The trustee of the Plan, in the absence of any fraud or crime, shall be
entitled to all the indemnities conferred on trustees by law and no trustee
or director, employee or member of a body corporate being a trustee for the
time being of the Plan shall be liable for any acts or omissions not due to
their or his own wilful neglect or default. Where the trustee of the Plan
is entitled to such an indemnity the Principal Employer shall indemnify the
trustee against all actions, proceedings, costs, claims and demands in
respect of any matters relating to the Plan. Furthermore the Principal
Employer shall indemnify the trustee of the Plan against all expenses
properly incurred in the execution or purported execution of the trusts of
the Plan.
9. The Principal Employer as Trustee hereby adopts and agrees to abide by the
Rules which are intended to be in such form as to meet the preservation
requirements of Chapter 11 of Part IV of the Pensions Schemes Act 1993.
10. Any company (being a subsidiary of the Principal Employer or a company
otherwise associated in business with the Principal Employer) which wishes
to participate in the Plan may be admitted as a party to the Plan on
entering into a supplemental deed with the Principal Employer and the
Trustee whereby such company agrees to serve and perform such of the
provisions of the Rules as apply to it.
11. THIS Deed and the Rules will be read and construed in accordance with the
law of England and Wales.
SIGNED AS A DEED BY THE PRINCIPAL EMPLOYER in accordance with the provisions of
Section 36A of the Companies Act 1985 acting by a Director and its Company
Secretary or by two Directors.
Director's Signature: Director's/Company Secretary's Signature:
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