XXXXXX GROUP MANAGEMENT SERVICES LIMITED
- and -
Xxxxxxx X.Xxxxxx
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SERVICE AGREEMENT
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T H I S A G R E E M E N T is made
B E T W E E N:
(1) XXXXXX GROUP MANAGEMENT SERVICES LIMITED (registered number 2733994)
whose registered office is situated at Two Xxxxxxx Xxxxx, Xxxxxx XX0X
0XX (the "Company")
(2) THE PERSON named in paragraph 1 of Schedule 1 (the "Executive")
RECITALS:-
(A) Words defined in this Agreement shall have the same meaning when used
in these recitals.
(B) The Company acts as a service company to other companies within the Xxxxxx
Group.
(C) All persons engaged as executives and employees of the Company may be
required to work from time to time for any or all of the companies within
the Xxxxxx Group subject always to any relevant provisions of the articles
of association of any company and any undertakings and consents required by
the Council of Lloyd's.
(D) The principal business of the Xxxxxx Group is the business of managing
Syndicates at Lloyd's.
IT IS AGREED as follows:-
1. Definitions
In this Agreement the following words shall have the following
meanings:-
"Xxxxxx Group" Xxxxxx Group Holdings plc and
all subsidiary or associated
companies thereof;
"associated company" shall bear the meaning ascribe
thereto in S.416(1) of the Income
and Corporation Taxes Act 1988
but construing the word
"controlled" for the purpose
of S.416(2) as if the words
"the greater part" were
deleted and replaced with
"more than 20%";
"the Board" the board of directors from time
to time of such company within
the Xxxxxx Group as shall be
notified by the Company to the
Executive from time to time (and
in the absence of any such
notification the Company);
"Chartwell" shall mean Chartwell Re Corporation,
and its subsidiaries,
a publicly traded holding company
domiciled in the USA;
"Holdings" Chartwell Re Holdings Limited;
"subsidiary company" shall bear the meaning ascribed
thereto in S.736 of the Companies
Xxx 0000 as amended;
"the Syndicate" all or any Syndicate managed by the
Xxxxxx Group.
2. Appointment and Commencement
2.1 The Company shall employ the Executive as Chief Executive of Xxxxxx
Group and Xxxxxx Managing Agents Ltd, ("AMA") and the Executive agrees
to be employed by the Company and to serve the Xxxxxx Group upon the
terms and conditions of this Agreement and subject to the approval of
Lloyd's of London ("Lloyd's") commencing on 20 March, 1997.
2.2 This Agreement contains the entire and only agreement and will
govern the relationship between the Company and the Executive.
3. Termination by Notice
3.1 Subject to clause 3.2 and clause 20 the employment of the Executive
shall continue unless and until either party gives the other six
months' notice in writing.
3.2 If at any time either the Company or the Executive gives notice of
termination of this Agreement in accordance with clause 3.1, then
during such period of notice:
(a) the Company shall not be under any obligation to allow the
Executive to continue to exercise the powers or duties previously
vested in or assigned to him or to provide any work for the Executive;
(b) the Company may at any time during the notice period suspend
Executive from his employment or exclude him from any premises of the
Company provided that during such period the Executive shall continue
to receive his salary and all other contractual benefits provided
under this Agreement;
(c) notwithstanding the provisions of paragraph (b) above the
Company shall not prevent the Executive from carrying his duties as an
officer of the Company.
(d) if so requested by the Company, the Executive shall
immediately resign from any directorships of any member of the Xxxxxx
Group or of Chartwell or its subsidiaries to which he may have been
appointed during his employment.
Provided always that the Executive shall continue to be entitled to
receive the remuneration and benefits to which he is entitled under
clauses 7 and 9.
4. Function
4.1 The Executive shall act as a Chief Executive and director of Xxxxxx
Group Holdings plc & AMA.
4.2 The Executive shall, if required by Chartwell and subject to any
necessary consent of the Council of Lloyd's, act as director of any
member of the Xxxxxx Group, Chartwell or any of its subsidiaries and
whether holding the office of director or not he shall perform such
further duties and exercise such powers and functions in relation to
the business of the Xxxxxx Group, or Chartwell consistent with his
status and duties under clause 4.1 which may from time to time be
assigned to or vested in him by Chartwell or by any member of the
Xxxxxx Group and shall at all times conform to the reasonable
instructions of directors of the company for which he works.
4.3 The Executive shall carry out his duties at the place specified in
paragraph 11 of Schedule 1 or such other place within the United
Kingdom as the Company shall reasonably require. However, the Executive
agrees to travel to the United States or other places reasonably
incident to his duties.
5. Executive's Obligations
5.1 The Executive shall faithfully serve the Xxxxxx Group and the
Syndicates and use his best endeavours to promote their interests and
welfare and shall at all times give Chartwell, the Board and the
directors of Holdings, such information concerning the affairs of the
Xxxxxx Group and the Syndicates as may be known to him and as they may
reasonably require.
5.2 Unless the Board otherwise agrees, the Executive shall, except when
prevented by ill health or injury or while on agreed holidays, devote
the whole of his time attention and abilities to carrying out his
duties under this Agreement.
5.3 The Executive shall not without the prior approval of the Board:
(a) pledge the credit of any member of the Xxxxxx Group or lend
its money or give any guarantee on behalf of any member of the Xxxxxx
Group other than in the ordinary course of the business of the Xxxxxx
Group;
(b) personally guarantee or bind himself as surety for the debts
or engagements of any other person;
(c) accept any directorship or other than as required by
Chartwell or the Xxxxxx Group;
(d) acquire or hold any interest in a Lloyd's broker
(disregarding any interest which falls to be disregarded for the
purposes of Sections 10 and 11 of the Lloyd's Act 1982);
(e) compromise or release any debt due to any member of the
Xxxxxx Group or to the Syndicates.
(f) make any statement or announcement to the press, radio or
other media or give any interview regarding the affairs or business of
the Xxxxxx Group without Chartwell's consent and approval.
6. Requirements of Lloyd's
6.1 So long as the Executive shall be a director of any member of the
Xxxxxx Group he shall, as director, use his best endeavours to procure
compliance by the Xxxxxx Group with the byelaws, regulations and
requirements of Lloyd's.
6.2 The Executive shall in any event and at all times perform his own
duties in accordance with the byelaws, regulations and requirements of
Lloyd's.
7. Remuneration
7.1 The Executive shall be paid as remuneration for his services an
annual salary at the rate specified in paragraph 2 of Schedule 1
payable by equal monthly instalments in arrears.
7.2 The annual salary shall be subject to review by the compensation
committee of Chartwell in January of each year.
7.3 In addition to the annual salary, Chartwell shall pay the Executive
bonus compensation from time to time as follows: as soon as practicable
following the end of each calendar year, at the sole discretion of the
Board, a performance bonus in an amount equal to 0% to 50% of base
salary if performance results are less than the annual plan set by the
board prior to the performance period and in an amount equal to 50% to
100% of base salary if performance results equal or exceed such annual
plan. It is understood that this bonus plan may be subject to
modification by the Chartwell Board, however the Executive will always
be subject to the same bonus plan as the most senior executives of
Chartwell.
8. Expenses
The Executive shall be reimbursed by the Company (at its own expense or
that of the Syndicates as may be appropriate) for all out-of-pocket
expenses properly incurred by him in the performance of his duties
provided that such expenses are properly approved and authorised. The
Executive will be required to provide evidence of such expenses.
9. Additional Benefits
9.1 The Company provides a number of fringe benefits to its
employees, some of which may require declaration to the Inland Revenue
as a non-cash benefit, such as private medical insurance and
professional membership subscriptions. This particularly applies to
employees earning in excess of (pound)8,500 per annum. Each year,
shortly after the end of the tax year, the Company will supply the
Executive with a copy of the return made to the Inland Revenue with
details of the Executive's taxable benefits. All benefits are
discretionary and may be withdrawn or varied at the Company's sole
discretion. Further details of these benefits are contained in the
Staff Handbook referred to in Clause 23.
9.2 The provision of such benefits is to be subject to the rules
of the pension scheme, if applicable, or the terms and conditions upon
which any insurance related benefit was incepted or renewed as the
case may be and further the Company reserves the right to amend, vary
or discontinue all or any such benefits at any time without
compensation.
10. Holidays
10.1 In addition to all statutory holidays the Executive shall be
entitled to the number of working days paid holiday in each calendar
year specified in paragraph 10 of Schedule 1 (and pro rata for any
lesser period which shall be deemed to accrue on a day to day basis)
to be taken at such time or times as may be agreed between the
Executive and the Board provided that the Board may fix the maximum
number of working days in any one year which may be taken together as
holiday and (unless otherwise agreed or if the Executive shall not
have been permitted to take his full holiday entitlement) holiday
entitlement not taken in any particular year shall be forfeited.
10.2 Upon termination of the Executive's employment in the course
of a year for whatever reason the Executive shall be entitled to
salary in lieu of holiday accrued but not taken in that year but shall
be required to repay to the Company any salary received in respect of
holiday taken in excess of his proportionate holiday entitlement. The
Executive agrees that the Company may deduct any money which he is
required to repay to the Company whether holiday pay or otherwise from
salary due to the Executive.
11. Sickness and Incapacity
11.1 If the Executive shall be incapacitated by mental or
physical illness or injury from attending to his duties and in the
case of physical incapacity furnishes (if so required) evidence
satisfactory to the Board of such incapacity he shall be entitled to
receive:
(a) his full salary for the period of incapacity up to a total of
183 days;
(b) one-half of his full salary for the same period of incapacity
for the next 183 days.
The Executive shall not be entitled to salary after the 366th day of
any one period of incapacity. In calculating such a period of
incapacity there shall be aggregated periods of incapacity in any
period of 732 days.
11.2 Any benefit receivable by the Executive under any permanent health
insurance scheme of the Company shall be deducted from any salary
receivable in respect of the same period by the Executive under clause
11.1 above.
11.3 The Company shall be at liberty to deduct from any salary
receivable by the Executive under clause 11.1 above the amount of any
statutory sick pay or other sickness or injury benefits receivable by
him under the National Insurance legislation in force from time to time
whether or not received and any damages compensation or other benefits
in respect of loss of earnings received by him in connection with his
absence.
11.4 At the request of the Board the Executive shall, whether absent
from work or not, co-operate in providing medical evidence or
undergoing a medical examination arranged by the Company.
12. Group Directorships
If required by the Board to act as director of a member of Chartwell
and/or of the Xxxxxx Group in accordance with clause 4.2 or if
appointed by agreement with the Board as a director of any corporation
in which Chartwell and/or the Xxxxxx Group may have an interest, the
Executive shall resign from any such directorship as the Board may from
time to time require subject to the approval of the board of directors
of Holdings. A request for any such resignation shall not constitute
termination of this Agreement or constructive dismissal of the
Executive.
13. Disclosure of Interests and Competing Interests
13.1 During his employment under this Agreement the Executive shall not
without the prior written consent of the Board (which consent shall not
be unreasonably withheld) except in his capacity as an employee of the
Company:
(a) actively engage in any other business; or
(b) engage or be concerned or interested directly or
indirectly in any other insurance related business other
than that of the Xxxxxx Group provided that this paragraph
(b) shall not prohibit:
(i) the holding as an investment of shares or other
securities of any company quoted on any recognised
Stock Exchange in the United Kingdom provided that the
Executive shall disclose to Chartwell any investment in
Chartwell securities (together with his spouse,
children, parent or parents' issue) as may from time to
time be requested by Chartwell and neither holds nor is
beneficially interested in more than three per cent of
any single class of the securities in that company; or
(ii) the business of an Underwriting Member of
Lloyd's.
13.2 Without derogating from any duty of disclosure arising under any
statute or the general law, the Executive shall disclose to the Board
in writing:
(a) all matters which are required by Lloyd's Byelaws,
regulations or requirements to be disclosed to Lloyd's
or members of the Syndicates;
(b) all his interests and that of his associates (as
defined by the Lloyd's Act 1982) in any Lloyd's managing
agent or members' agent or Lloyd's broker;
(c) any interest of the Executive or his associates (as
defined by the said Act) in any contract or proposed
contract with any member of the Xxxxxx Group or
the Syndicates.
13.3 The Executive shall disclose to Chartwell any investment in
Chartwell securities as may from time to time be requested by Chartwell
14. Confidentiality
14.1 The Executive shall not during the continuance of his employment
under this Agreement (except in the proper course of his duties) nor at
any time after his employment shall end divulge to any person
whomsoever, and shall use his best endeavours to prevent the
publication or disclosure of, any trade secret or confidential
information concerning the business or finance of Chartwell or its
subsidiaries or of the members of the Xxxxxx Group or the Syndicates or
any of their dealings transactions or affairs which are within or may
come to his knowledge during or in the course of his employment other
than such information which shall have come into the public domain.
14.2 The Executive shall not use after termination of this Agreement
any such confidential information acquired in the course of or
incidental to the performance of his duties hereunder for any purpose
whatever including without limitation for his own benefit or to the
detriment of Chartwell or its subsidiaries or of the Xxxxxx Group or
the Syndicates other than such information which shall have come into
the public domain.
14.3 The Executive expressly agrees that the expressions "trade secret"
and "confidential information" include but are not limited to:
(a) in respect of risks accepted by the Syndicates managed by
the Xxxxxx Group, all placing information, rates, claims
records and disputes;
(b) in respect of the reinsurance programme arranged for the
Syndicates managed by the Xxxxxx Group, all placing
information, rates and claims records;
(c) all claims statistics and other statistical information
produced by the Xxxxxx Group for Syndicates under management;
(d) all information material to any dispute or litigation
involving the Xxxxxx Group, or the Syndicates managed by the
Xxxxxx Group.
15. Restrictive Covenants
15.1 For a period of twelve months (or such lesser period as may apply
as a result of the application of clause 15.4) following the date of
termination of his employment the Executive shall not without the prior
consent of the Company:
(a) carry on any Competing Business in any Relevant Capacity
(in competition with the whole or any part of the business or
activities of Chartwell or its subsidiaries or of the Xxxxxx
Group as carried on at the date of termination) for any person
who is or was a member of the Syndicates (or any other
Syndicate managed by the Xxxxxx Group), during the twelve
months preceding such termination and who has at the
Executive's invitation or suggestion or that of a Connected
Company of the Executive or a director, officer, employee,
consultant or agent of such a Connected Company withdrawn from
any such Syndicates managed by the Xxxxxx Group;
(b) induce or seek to induce any employee of the Company (or of
a related company) engaged in a senior capacity with whom the
Executive has had dealings and who has had dealings with any
member of the Syndicates with whom the Executive dealt in the
six months prior to the date of termination of his employment
to give up such employment.
15.2 For the purposes of clause 15.1:
(a) "Competing Business" means the business of managing agent
at Lloyd's;
(b) "Connected Company" means any company which is
controlled (within the meaning of S.416(2) of the Income and
Corporation Taxes Act 1988) by the Executive and/or his
associates (as defined in Lloyd's Act 1982);
(c) "Relevant Capacity" means for his own account or for that
of any person, firm or company (other than the Company or other
member of the Xxxxxx Group) and whether directly or indirectly:
(i) as principal, partner, director, officer, employee,
consultant or agent; or
(ii) (A) pursuant to any contract or arrangement for
the provision of his services concluded by any Connected
Company; or
(B) otherwise through the medium of any
Connected Company.
15.3 Each of the restrictions in this clause are considered by the
parties to be reasonable in all the current circumstances and it is
hereby agreed that if any restriction shall be judged to be void as
going beyond what is reasonable in all the circumstances for the
protection of the legitimate interests of any member of the Xxxxxx
Group but would be valid if words were deleted therefrom or the period
of such restriction or the range of activities or area covered by the
restriction were reduced in scope the said restriction shall be deemed
to apply with such modifications as may be necessary to make the same
valid and effective and any such modification shall not thereby affect
the validity of any other restriction contained herein.
15.4 The period of twelve months referred to in clause 15.1 shall be
reduced by the amount of time (if any) in the period between the date
on which notice of termination of this Agreement is given in accordance
with clause 3.1 and the effective date of termination of the
Executive's employment under this Agreement, for which the Company
requires the Executive in writing pursuant to clause 3.2 not:
(a) to attend his place of work or any other premises
of any company within the Xxxxxx Group; and/or
(b) to carry out all or a material part of his duties.
16. Disciplinary Rules and Grievance Procedure
16.1 If the Executive wishes to seek redress for any grievance relating
to his employment under this Agreement or is dissatisfied with any
disciplinary decisions concerning him he should first discuss the
matter with the Chairman and Chief Executive Officer of Chartwell.
16.2 If the grievance or dissatisfaction is not then settled the
Executive should lay his grievance or dissatisfaction before the board
of directors of Chartwell who will afford the Executive the opportunity
of a full and fair hearing and whose decision on such grievance or
dissatisfaction shall be final.
16.3 In compliance with the requirements of Section 1 of The
Employment Protection (Consolidation) Xxx 0000 as amended the
Company hereby notifies the Executive that by reason of his
seniority there are no specific disciplinary rules or procedures
applicable to him except as stated in this Agreement.
17. Gratuities and Codes of Conduct
17.1 The Executive shall under no circumstances whatsoever either
directly or indirectly receive or accept for his own benefit any
commission, rebate, discount, gratuity or profit from any person,
company or firm having business transactions with any member of the
Xxxxxx Group (or any related company as defined above) unless
previously agreed with the Board.
17.2 The Executive shall comply with all codes of conduct from time to
time adopted by the Board and with all applicable statutes, rules and
regulations which apply to directors of Chartwell.
18. Insider Dealing
The Executive shall, during his employment under this Agreement and for
twelve months after its termination howsoever arising, comply (and
procure that his spouse and minor children shall comply) with all
applicable rules of law, Stock Exchange regulations and any code of
conduct of the Company for the time being in force, in relation to
dealings in shares, debentures or other securities of Chartwell and any
unpublished price sensitive information affecting the securities of any
other company.
19. Transfer or Reconstruction or Amalgamation of the Xxxxxx Group
If the Company or Chartwell or any other member of the Xxxxxx Group
transfers any substantial part of its undertaking to any other person
or company the Executive shall not have any claim for damages
compensation or otherwise by reason of such event or for termination of
his employment following such event if the Executive shall have or be
offered employment on terms not less favourable than those contained in
this Agreement by any other company succeeding as managing agent of any
of the Syndicates.
20. Summary Termination
20.1 The Company may summarily terminate the employment of the
Executive without prior notice so that the Executive shall have no
claim for damages or compensation or otherwise against the Company (or
Chartwell or its subsidiaries any other member of the Xxxxxx Group) or
the Syndicates in respect of such termination (but without prejudice to
any other remedy that the Company or the Syndicates may have against
the Executive) if the Executive shall:
(a) be the subject of a direction of administrative
suspension under the Byelaw dated 3rd June 1987 entitled
"Administrative Suspension" (No 7 of 1987), as amended from
time to time, or be found guilty of misconduct under the
Byelaw dated 9th June 1993 entitled "Misconduct Penalties
and Sanctions" (No 9 of 1993), as amended from time to time
and, in either case, the Council of Lloyd's notifies the
Executive or the Company (or any other member of the Xxxxxx
Group) that the Executive is no longer permitted to act as
manager or director by reason of such direction or finding;
or
(b) be or become disqualified from being a director of
a company or from being concerned or taking part in the
promotion, formation or management of a company under any of
the provisions of the Company Directors Disqualification Xxx
0000 or by virtue of any other enactment; or
(c) become bankrupt or make any composition with or
enter into any scheme of arrangement with his creditors; or
(d) be convicted of any criminal offence (other than an
offence under Road Traffic legislation in the U.K. or
elsewhere for which a lesser penalty than four months
imprisonment is imposed); or
(e) be guilty of any fundamental or (after warning)
recurring breach of his obligations under this Agreement; or
(f) suffer anything analogous to any of the events
specified in paragraphs (b) or (c) under the law of any
applicable jurisdiction.
20.2 The employment of the Executive shall also be terminable under
clause 20.1 if any consent, agreement or approval given by or under the
authority of the Council of Lloyd's with respect to such employment is
revoked or expires or terminates or if there is a breach by the
Employee of any undertaking given to the Council.
20.3 Any reasonable delay or forbearance in exercising such right of
termination shall not constitute the waiver of such right.
21. Executive's Obligations Upon Termination
Upon termination of the employment of the Executive for any reason
whatever the Executive shall:
(a) at the request of the Board resign from any directorships
to which he may have been appointed pursuant to clauses 4 or 12
of this Agreement and should he fail to do so the Board is
irrevocably authorised to appoint some person in his name and
on his behalf to sign any documents and do any things necessary
or requisite to give effect thereto; and
(b) immediately deliver up to the Company all papers,
correspondence and records prepared by him or which might have
come into his possession in the course of or relating to the
performance of his duties under this Agreement and he shall not
be entitled to make or retain any copies thereof (title and
copyright therein shall vest in the Company).
22. Effect of Termination of this Agreement
The determination of this Agreement howsoever caused shall not operate
to affect such of the provisions hereof as are expressed to operate or
have effect thereafter and shall be without prejudice to any other
accrued rights or remedies of the parties hereto.
23. Provisions Deemed Incorporated into this Agreement
23.1 The provisions of the Staff Handbook as amended from time to time
shall be deemed to be incorporated into this Agreement save to the
extent that it is expressly stipulated in this Agreement to the
contrary in which case the provisions of this Agreement shall prevail.
Subject to this the Executive agrees to abide by and observe the
provisions of the Staff Handbook. The Executive acknowledges receipt of
a copy of the Staff Handbook on the date hereof.
23.2 The Recitals and the Schedule to this Agreement (as may be amended
from time to time) form part of this Agreement.
24. Variation of Terms of this Agreement
If the provisions of this Agreement are varied by mutual agreement
between the parties hereto the terms hereof (other than the terms so
varied) shall remain in full force and effect and such variation shall
not be deemed to determine this Agreement.
25. Severability
If any term or condition of this Agreement shall to any extent be
invalid or unenforceable, the remainder of this Agreement shall not be
affected thereby and each term of this Agreement shall be valid and
enforceable to the fullest extent permitted by law.
26. Notices
Any notice to be served under this Agreement shall be deemed duly
served if in the case of the Company or any other member of the Xxxxxx
Group it is handed to the Chairman of that company or is sent by first
class post to or left at the registered office of that company and if
in the case of the Executive it is handed to him personally or sent by
first class post to him at his last known residential address in the
U.K.. Notices sent by prepaid first class post shall be deemed served
(whether actually delivered or not) on the second business day next
following the date of posting. In proving such service it shall be
sufficient to prove that delivery was made or that the envelope
containing such notice was properly addressed and posted as a prepaid
first class letter.
27. Miscellaneous
27.1 The Executive acknowledges that where any rights are conferred
upon or obligations are undertaken to any person firm or company
pursuant to this Agreement the Company shall be entitled to enforce
the same as agent and trustee on behalf of any such person firm or
company.
27.2 There are no collective agreements which directly affect the
terms and conditions of the Executive's employment under this
Agreement.
28. Proper Law
This Agreement shall be governed by and construed in accordance with
English law.
AS WITNESS this Agreement has been executed by the parties on the above date.
SCHEDULE 1
1. Name and address of Executive
Xxxxxxx Xxxxxx
00 Xxxxxxx Xxxxx
Xxxx Xxxx
Xxxxxx XX0X0XX
2. Salary
(pound) 250,000 per annum, payable in accordance with Clause 7 of this
Agreement.
3. Save As You Earn Scheme
The Executive shall be eligible to participate in the Save As You Earn
Scheme adopted by the Xxxxxx Group.
Any questions regarding the scheme and joining or leaving the scheme
should be addressed to the Personnel Department of the Xxxxxx Group.
4. Stock Options
The Executive is hereby awarded an option to purchase 25,000 shares of
Chartwell Common Stock in accordance with the terms and conditions of
the 1993 Amended and Restated Chartwell Stock Option (the 1993 Plan)
or such plan as may succeed the 1993 Plan and the Award Agreement.
5. Pension
The Executive's remuneration package does not include any pension
contribution nor shall the Executive be eligible to participate in the
contributory pension scheme which employees ages 25 and over are
eligible to join.
6. Motor Car
The Executive's remuneration package does not provide either a car or
an allowance for a car.
7. Medical Insurance
The Company provides medical insurance coverage for the Executive and
members of his immediate family in line with Xxxxxx Group policy which
may vary from time to time.
8. Permanent Health Insurance
The Company currently maintains a Permanent Health Insurance Policy
which offers the Executive benefits as may be notified to the
Executive from time to time.
9. Life Insurance
The Executive shall be entitled to participate in any Life Insurance
Scheme established by the Company for members of staff which shall
provide cover of four times basic salary from time to time subject to
acceptance by the Company's insurers.
10. Holidays
Holiday entitlement is 28 working days in each calendar year.
11. Place of Work
The Executive's place of work shall be 0 Xxxxxxx Xxxxx, Xxxxxxx Xxxx,
Xxxxxx, XX0X 7FL/Lloyd's of London, One Xxxx Xxxxxx, Xxxxxx XX0X 0XX or
such other place within the United Kingdom as shall be notified by the
Company from time to time allowing for other travel as necessary or
incidental to his duties.
SIGNED by )
)
for and on behalf of )
XXXXXX GROUP MANAGEMENT )
SERVICES LIMITED )
in the presence of: )
Executed and delivered as )
a Deed by the said )
Xxxxxxx X. Xxxxxx )
in the presence of:- )
