Paragraph 2A Constitution

Each Designated Employer covenants with the Trustee that it shall not exercise any of its rights as a member of Railtrust Holdings Limited, including any right which would have the effect of amending the Memorandum and Articles of Association of the Trustee or of Railtrust Holdings Limited, without the prior written consent of 75% of the directors of the Trustee.

The Trustee may not resign from its office as trustee of the Scheme and section 36 of the Trustee Act 1925^f1 shall not apply.

Any person may be a director of Railtrust Holdings Limited or of the Trustee and may benefit from a power which he is involved in exercising as a director of Railtrust Holdings Limited or of the Trustee regardless of whether he is also a Member or whether he has a direct or indirect interest in the Scheme or is a director of a Participating Employer.

25% of the directors of the Trustee may at any time take legal advice on legal action in relation to a Section independently of the other directors of the Trustee except that in the case of the 1994 Pensioners “A” and “B” Sections the agreement of the Secretary of State is also required. The expenses of that legal advice shall be met out of the Scheme assets, and shall be subject to a limit set by the Trustee which may be increased from time to time.