DEED Trustees Replacement

GROUP LIFE ASSURANCE PLAN

DRAFT AMENDING DEED - REPLACEMENT OF TRUSTEES

(Principal Employer is a limited company, PLC, LLP, partnership or sole proprietor)

(Suitable if the plan is either Registered with HMRC or Non-registered.)

Purpose

To add new trustees and remove some of the existing trustees of a Group Life Assurance Plan. Use when an individual ceases to be an appropriate trustee and a replacement is available.

If the plan is Registered with HMRC, the trustees may also act as the Scheme Administrator. If this is the case the additional wordings in [ ] in BACKGROUND (A) and (D) and NOW THIS DEED PROVIDES (2) and (3) are required. If there is a separate Scheme Administrator then the wordings in [ ] are not required.

A minimum of 3 individual trustees is recommended.

Important notice

This document is provided by Unum as an example of the type of trust wording generally thought suitable for the above purpose. It is designed for execution in the UK in accordance with English Law.

Unum wishes to make clear that it does not provide specialist documentation services relating to this type of deed. Neither Unum nor its officers or employees warrant that the deed will be suitable for the individual circumstances of any client, nor that the wording of the deed will be legally effective.

We strongly recommend that this wording be referred to your legal advisers for vetting, tailoring to your circumstances and engrossment. You are responsible for any legal fees you incur.

Notes on Completion of Deed

THIS AMENDING DEED

Enter the date, the sponsor (Principal Employer), the Continuing trustees, the Additional Trustees and the Retiring Trustees.

SUPPLEMENTAL

Enter the date the original Trust Deed was signed and the full current Plan name.

Notes on Completion of Deed – continued

BACKGROUND and NOW THIS DEED PROVIDES

If the trustees also act as the Scheme Administrator, retain the additional wordings in [ ] in BACKGROUND (A) and (D) and NOW THIS DEED PROVIDES(2) and (3).

If there is a separate Scheme Administrator then the wordings in [ ] are not required.

IN WITNESS

Company signs in accordance with its normal practice.

Partnership signs with two witnesses. It is assumed that two Partners have been given power of attorney to sign for the other Partners.

Trustees and witnesses sign.

Please forward a copy of the completed Amending Deed to Unum for our records, so we are kept up to date regarding the Plan.

Reporting Requirements– if the plan is Registered with HMRC

The Scheme Administrator is responsible for filing the Event Reports, Pension Scheme Return, Accounting for Tax forms and amending Scheme Details to keep them up to date.

The change of trustees does not require reporting to HMRC.

Where the trustees also act as the Scheme Administrator:

• each Additional Trustee

• needs to Register with HMRC as a scheme administrator using the HMRC ‘Pension Schemes Service Online’ (RPSM02306100).
• must be “associated” to the Plan by a current Scheme Administrator using the online Scheme Administration, so that access to the Plan’s online records is only given to those entitled to have access (RPSM12307220).

(If there is no person currently known to HMRC as Scheme Administrator of the Plan, then this association will have to be done by HMRC Audit & Pension Schemes Services.)

• then add themselves as a Scheme Administrator and make the statutory declarations in relation to the Plan (RPSM12307220 / RPSM12307230).

• a Retiring Trustee must report the termination of their “association” with the Plan and the effective date, within 30 days of the termination, using online Scheme Administration (RPSM12307210).

(If they are the only person currently known to HMRC as Scheme Administrator of the Plan and they “cease” their link, then HMRC may consider de-registration of the Plan. The association of a new Scheme Administrator will have to be done by HMRC Audit & Pension Schemes Services. If the only Scheme Administrator retires, they remain liable for any tax under the Plan until the appointment of a new Scheme Administrator of the Plan.)

• a Retiring Trustee retains their Registration as a scheme administrator for future use of HMRC Pension Schemes Service Online.

This information is based on Unum’s current interpretation of the underlying legislation that applies and which may change. We do not accept any responsibility for any loss which may arise from reliance on this information.

07/2011

The [ plan name ] Group Life Assurance Plan

THIS AMENDING DEED is made on [ date ]

ifLimited Company (or PLC or LLP) - if not, delete this section

BETWEEN[ the sponsor’s name ] whose Company Registration number is [ sponsor’s Reg No ] and whose Registered Office is at [ sponsor’s Reg Office ]

(the sponsor) of the first part

ifPartnership - if not, delete this section

BETWEEN those individuals for the time being known as [ the sponsor’s name ] whose Principal Place of Business is at [ sponsor’s place of business ]

(the sponsor) of the first part

ifSole Proprietor - if not, delete this section

BETWEEN[ the sponsor’s name ] whose principal place of business is at [ sponsor’s place of business ]

(the sponsor) of the first part

AND[ name ] of [ address ]

ALSO[ name ] of [ address ]

(the continuing trustees) of the second part

AND[ name ] of [ address ]

ALSO[ name ] of [ address ]

(the additional trustees) of the third part.

The retiring trustees are:

[ name ] of [ address ]

[ name ] of [ address ]

[ name ] of [ address ]

SUPPLEMENTAL to a trust deed dated …….………..………..……………… (the trust deed) established for the purpose of providing benefits on the death of certain directors or employees of the sponsor or of associated companies of the sponsor by a life assurance plan known as

…………………….……………………………………………………..………………… (the plan).

BACKGROUND

(A)The continuing trustees and the retiring trustees are the present trustees [ and the scheme administrator for the purposes of section 270 of the Finance Act 2004 (scheme administrator) ] of the plan.

(B)The sponsor wishes to discharge theretiring trustees from the trusts and powers conferred on them by the trust deed.

(C)The sponsor wishes to appoint the additional trustees to be trustees [ and scheme administrator ] of the plan jointly with the continuing trustees and the additional trustees have agreed to act.

NOW THISDEED PROVIDES as follows:

(1)The sponsor in exercise of the powers conferred on it in the trust deedhereby removes and discharges the retiring trustees from the said trusts [ and their role asscheme administrator ].

(2)The sponsor in exercise of the powers conferred on it in the trust deedhereby appoints the additional trustees to be trustees [ and scheme administrator ] of the plan jointly with the continuing trustees and the additional trustees hereby consent to act as aforesaid.

(3)The sponsor and the continuing trustees hereby consent to the vesting in the continuing trustees and the additional trustees of all property which is the subject of the trusts of the plan.

IN WITNESS whereof this Deed has been duly executed the day and year first written above.

ifLimited Company (or PLC or LLP)

ifPartnership

ifSole Proprietor