Paragraph 1

In the trust deed dated 22nd November 1974 of the B. R. (1974) Pension Fund the following Clause shall be inserted after Clause 13A—

“13B

(1)

Subject to the following provisions of this Clause, the Trustees shall, in addition to any other power which they may have, have power with the consent of the Board to make amendments by deed to any trust deed of the schemes mentioned in paragraphs 1 and 2 of the Schedule, any rules of those schemes or other instrument relating to their constitution, management or operation.

(2)

The power of the Trustees under subclause (1) above shall be exercisable only for the purpose of—

(i)

permitting the members of either of those schemes to be eligible to continue or cease to be members;

(ii)

permitting persons to be eligible to become beneficiaries (but not members) of those schemes;

(iii)

making provision for the participation, and the ceasing of participation, in those schemes by any employer of persons who have been employed by the Board or any of its subsidiaries;

(iv)

prohibiting the admission of new members to those schemes;

(v)

winding up those schemes in whole or in part; and

(vi)

making provision relating to the administration and expenses of those schemes in so far as such provision is consequential on any amendment made under subclause (1).

(3)

No amendment may be made under subclause (1) which would have the effect of—

(i)

prejudicing any approval of the scheme in question for the purposes of Chapter I of Part XIV of the Income and Corporation Taxes Act 1988^f1 (retirement benefit schemes);

(ii)

preventing that scheme from being a contracted-out scheme for the purposes of Part III of the Pension Schemes Act 1993^f2 or Part III of the Pension Schemes (Northern Ireland) Act 1993^f3;

(iii)

to any extent depriving a member of that scheme of pension rights which accrued to him under the scheme before the coming into force of the amendment; or

(iv)

providing for any person to become a member of that scheme who is not an eligible person.

• In this sub-clause “eligible person” and “member” shall have the meanings they bear in Schedule 11 to the Railways Act 1993.

(4)

This Clause shall not be cancelled or modified under Clause 13A above.

(5)

Any amendment made under this Clause shall not, without the consent of the Trustees, be—

(i)

amended under the powers to which reference is made in Clause 13 above; or

(ii)

cancelled or modified under the powers contained in Clause 13A above.”