Dated this 31st May 2000
Deed
between
RICHARD JOHN PIROUET
and
CLIVE AUBREY CHARLES CHAPLIN
and
RONALD WILLIAM GREEN
and
VICTOR ALOYSIUS HEBERT
and
CHRISTOPHER BYRNE
<PAGE>
THIS DEED is made the 31st day of May 2000
BETWEEN
1. RICHARD JOHN PIROUET of La Colline, Le Mont Cambrai, St. Lawrence,
Jersey, (the "Retiring Trustee")
2. CLIVE AUBREY CHARLES CHAPLIN of Whiteley Chambers, Don Street, St
Helier, Jersey and RONALD WILLIAM GREEN of Minden House, 6 Minden
Place, St Helier, Jersey, and VICTOR ALOYSIUS HEBERT of 333 Bush
Street, San Francisco, California 94104-2878, USA (the "Continuing
Trustees" and, together with the Retiring Trustee, the "Trustees"); and
3. CHRISTOPHER BYRNE of Whiteley Chambers, Don Street, St Helier, Jersey
(the "Additional Trustee").
SUPPLEMENTAL TO:-
1. A settlement of trust dated 16 February 1990 and made between Berkeley
Govett & Company Limited and John Gerald Patrick Wheeler and Ian Walter
Stanley Strang and known as the Berkeley Govett & Company Limited 1990
Employee Share Option Trust (the "Settlement").
2. A Deed dated 14 April 1992 made by John Gerald Patrick Wheeler and Ian
Walter Stanley Strang resolving to change the name of the Settlement to
THE GOVETT & COMPANY EMPLOYEE SHARE OPTION TRUST.
3. An Instrument dated 18 March 1994 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.
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4. An Instrument dated 27 September 1994 between Ian Walter Stanely
Strang, Richard John Pirouet and Clive Aubrey Charles Chaplin whereby
Clive Aubrey Charles Chaplin was appointed as a new Trustee.
5. An Instrument dated 3 March 1995 between Ian Walter Stanley Strang,
Richard John Pirouet and Clive Aubrey Charles Chaplin whereby Ian
Walter Stanley Strang retired as a trustee.
6. A Deed dated 29 December 1995 made by Richard John Pirouet and Clive
Aubrey Charles Chaplin resolving to change the name of the Settlement
to THE LONDON PACIFIC GROUP 1990 EMPLOYEE SHARE OPTION TRUST.
7. A Deed dated 22 August 1996 made by Richard John Pirouet, Clive Aubrey
Charles Chaplin and Ronald William Green whereby Ronald William Green
was appointed an Additional Trustee.
8. Amendment No.1 to the Rules of the Settlement approved and adopted by
resolution of the Trustees of the Settlement on the 24th October 1995.
9. Amendment No.2 to the Rules of the Settlement approved and adopted by
resolution of the Trustees of the Settlement on the 29th January 1996.
10. A Deed dated 29th August 1998 made by and between the Trustees whereby
Victor Aloysius Hebert was appointed as a new Trustee of the
Settlement.
11. A Deed dated 20th November 1998 between London Pacific Group Limited
and the Trustees amending the Rules of the Settlement with effect from
30th November 1998.
12. A Deed dated 31st May 2000 between the Trustees amending the Rules of
the Settlement with effect from 2nd June 2000.
WHEREAS:-
A. The Retiring Trustee and the Continuing Trustees are the present
trustees of the Settlement.
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B. Pursuant to Clause 6 of the Settlement the Retiring Trustee wishes to
resign as a trustee of the settlement with effect from 1st June 2000.
C. The Retiring Trustee wishes to be discharged from the trusts of the
Settlement upon being indemnified as follows.
D. By clause 6 of the Settlement the Trustees have power to appoint one or
more other persons to be additional trustees thereof.
E. The Trustees are desirous of appointing an Additional Trustee to be a
trustee of the Settlement and the Additional Trustee has consented to
such appointment.
F. 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 Deed the said property shall be
transferred into the names of or under the control of the Continuing
Trustees and the Additional 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. The Retiring Trustee hereby resigns the Trusteeship of the Settlement
with effect from 1st June 2000.
3. The Retiring Trustee hereby retires from the trusts of the Settlement
with effect from 1st June 2000 and is hereby discharged from the same.
4. In exercise of the power conferred upon them by clause 6 of the
Settlement the Trustees hereby appoint the Additional Trustee to be a
new Trustee of the Settlement with effect from 1st June 2000.
5. The new Trustee hereby accepts such appointment.
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6. It is hereby agreed and declared that such appointment and retirement
shall take effect from 1 June 2000 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 and the Additional Trustee.
7. The Continuing Trustees and the Additional Trustee hereby consent 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 party 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.
8. The Retiring Trustee shall notify the Continuing Trustees and the
Additional 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 payments in respect thereof, nor enter
into any correspondence or negotiations in respect thereof, nor incur
any legal expenses in connection therewith without the prior
<PAGE>
written consent of the Continuing Trustees and the Additional Trustee
which shall be entitled, if they so desire, to take over and conduct
the defence of any such actions as aforesaid.
9. This deed shall be governed by and construed in accordance with the
laws of The Island of Jersey and the parties hereby irrevocably submit
to the non-exclusive jurisdiction of the courts of the said Island of
Jersey.
IN WITNESS whereof these presents have been executed by the parties hereto the
day and year first above written.
THE SCHEDULE
12,078,381 Ordinary 5c Shares in London Pacific Group Limited.
SIGNED by the said
RICHARD JOHN PIROUET
in the presence of:-
SIGNED by the said
CLIVE AUBREY CHARLES CHAPLIN
in the presence of:-
SIGNED by the said
RONALD WILLIAM GREEN
in the presence of:-
SIGNED by the said
VICTOR ALOYSIUS HEBERT
in the presence of:-
SIGNED by the said
CHRISTOPHER BYRNE
in the presence of:-
