Paragraph 8

The following clause shall be inserted as Clause 42:

“Initiation of Partial Discontinuance Provisions

42

(1)

The Trustees shall by written notice (which they shall give as soon as is practicable in the particular circumstances) require an Employer to cease participating in the Scheme:

(a)

in the event of the liquidation of such Employer otherwise than for the purposes of reconstruction or amalgamation; or

(b)

if the continued participation of such Employer would prejudice Approval;

Provided That, save in the case of the liquidation of such Employer otherwise than for the purposes of reconstruction or amalgamation, such period of notice shall not expire before the earlier of:

(i)

180 days from the date of such notice; and

(ii)

the date (“the Approval Date”) which the Inland Revenue Superannuation Funds Office notifies the Trustees as being that on which it intends to withdraw Approval unless such Employer ceases to participate prior thereto,

and shall not expire after the Approval Date.

(2)

If pursuant to paragraph (1) the Principal Employer of a Group ceases to participate in the Scheme, any Participating Subsidiary within its Group which does not become either a Principal Employer or the Participating Subsidiary of another Principal Employer shall also thereupon cease to participate. As regards such Principal Employer and its said Participating Subsidiaries the Scheme shall forthwith be discontinued and the provisions of Clause 43 shall thereafter have effect.

(3)

If pursuant to paragraph (1) any Participating Subsidiary ceases to participate in the Scheme otherwise than in circumstances in which its Principal Employer ceases to participate, as regards such Participating Subsidiary the Scheme shall forthwith be discontinued and the provisions of Clause 43 shall thereafter have effect; Provided That, if such Principal Employer so elects by notice to the Trustees given prior to the date of such discontinuance, it shall with effect from the date of such discontinuance be deemed to have become the last Employer of those of the Members and Former Members associated with its Group who immediately prior to the date of such discontinuance or (if earlier) when they last ceased to be in Service were Employees of such Participating Subsidiary (save for those who continue in employment with such Participating Subsidiary or remain in Service with any other Employer which continues to participate in the Scheme) and such Members and Former Members (other than those who immediately prior to such date were in receipt of a pension under the Scheme or entitled to Frozen Benefits) shall thereupon become entitled to Frozen Benefits.

(4)

No discontinuance pursuant to this Clause shall affect the liability of any Employer to contribute to the Scheme in accordance with its terms in respect of the period prior to the date of such discontinuance.”