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EXHIBIT 10.13
THIS AGREEMENT is made on 24 February 1995 BETWEEN
(1) WESSEX WATER PLC whose registered office is at Wessex House, Passage
Street, Bristol, Avon, B2S OJQ ("the Company"); and
(2) XXXXX XXXXX XXXXXXXX of 00 Xxxxxx Xxxx, Xxxxxx, Xxxxxxx, XX00 0XX
("the Employee") of the other part.
WHEREBY IT IS AGREED that the Employee shall serve the Company upon the
following terms and conditions:-
DEFINITIONS
1.1 In this Agreement unless the context otherwise requires the following
expressions shall have the following meanings:
"Associated Company" means any company whose equity share capital
(as defined in Section 744 of the Companies
Act 1985) is owned as to 20 per cent or more
but less than 50 per cent by the Company
(and/or any of its Subsidiaries);
"Group Company" means the Company or any company which is
from time to time a Holding Company or
Subsidiary or Associated Company of the
Company,
"Subsidiary" means any company which for the time being
is a subsidiary company (as defined by
Section 736 of the Companies Act 1985) of
the Company;
"Holding Company" means the holding company of the Company
from time to time (as defined in Section 736
of the Companies Act 1985);
"The Board" means the Board of Directors for the time
being of the Company; and
"The Act" means the Employment Protection
(Consolidation) Xxx 0000.
1.2 Any reference to a statutory provision shall be deemed to include a
reference to any statutory modification or re-enactment of the same.
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1.3 Unless the context otherwise requires words in the singular include the
plural and vice versa, and a reference to a person includes a reference
to a body corporate and to an unincorporated body of persons.
APPOINTMENT AND DUTIES
2.1 The Company HEREBY AGREES to employ the Employee and the Employee
HEREBY AGREES to serve as the Chief Executive of the Company and the
relevant Subsidiary Companies.
2.2 The Employee's employment hereunder shall be deemed to have commenced
on 1st January 1995 and shall continue subject to the terms of this
Agreement until determined by either party giving to the other not less
than twelve (12) months' previous written notice PROVIDED THAT this
Agreement shall automatically terminate (if not already terminated)
upon the Employee's 60th birthday.
2.3 During his employment hereunder the Employee shall in addition to those
duties for which he is responsible by virtue of his position as a
director of the Company exercise such other powers and perform such
duties in relation to the business of the Company of any Group Company
as may from time to time be vested in or assigned to him by the Board
and shall in all respects comply with directions given by or under the
authority of the Board. The Board shall have the power to vary or
withdraw any powers and responsibilities as it shall see fit at its
absolute discretion. The Board further reserves the right as its
discretion to appoint one or more additional employees to act jointly
with the Employee.
2.4 The Employee shall perform his duties hereunder in such place or places
in the United Kingdom as the Board may from time to time reasonably
direct and may be required to travel within the United Kingdom and
abroad in the performance of his duties.
2.5 The Employee shall work the hours necessary for the proper performance
of his duties hereunder. The Employee shall use his best endeavours to
promote the interests of the Company.
2.6 Subject to the terms of Clause 8.1, the Employee shall not (except as a
representative of the Company of any Group Company) be directly or
indirectly concerned in the conduct of any business, trade, profession
or other occupation while employed by the Company.
REMUNERATION
3.1 For his services hereunder the Employee shall be paid a salary at the rate
specified in the Schedule hereto (inclusive of any remuneration to which he may
become entitled as a Director of the Company or any Group Company) payable by
equal monthly instalments in arrears. Such salary shall be subject to periodical
review at the Board's discretion. The Employee will also be
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eligible for bonus payments under any bonus scheme approved from time to time
for this purpose by the Board.
3.2 The Company shall repay to the Employee all reasonable travelling and other
expenses properly incurred by him in the performance of his duties hereunder in
accordance with the Company rules and procedures for the time being in force,
details of which are available from the Secretary of the Company.
3.3 The Company shall during the term of this Agreement provide the Employee
with either a car allowance of (if it so decides) a fully funded car which in
either case shall be provided subject to and in accordance with the terms of the
Company's scheme.
HOLIDAY
4. The Employee shall be entitled to thirty (30) working days' holiday (in
addition to public holidays) in each holiday year at full salary. Holidays not
taken in one holiday year cannot be carried over to a subsequent year without
prior approval. The holiday year runs from 1 April to 31 March.
INCAPACITY FOR WORK AND SICK PAY
5.1 If the Employee is absent as a result of sickness or injury he will
comply with the Company's requirements for the time being in force as
to notification of absence.
5.2 The Employee will be entitled to payment of his salary subject to and
in accordance with their terms of the Company's Sick Pay Scheme during
any periods of absence from work as a result of sickness or injury.
5.3 The Company will pay statutory sick pay, where appropriate, in
accordance with the legislation in force from the time of absence, and
payment of salary in accordance with 5.2 will go towards discharging
its liability to pay statutory sick pay.
MEDICAL EXAMINATION AND REPORT
6. The Employee shall at any time if directed to do so by the Board submit
to a medical examination or examinations by a qualified medical
practitioner or practitioners of the Company's choice and at its
expense on the understanding that thereafter the said medical
practitioner or practitioners will prepare a written report of the
results of any such examination and send the same to the Secretary of
the Company. The Employee will have the right to see the written report
of the results. The Employee hereby authorises (such authority to be
deemed to include the consent of the Employee for the purposes of
section 3 of the Access to Medical Reports Act 1988) his own doctor to
disclose to the Company such relevant medical information as it may
reasonably require subject to the Employee being informed by the
Company of such request prior to it being made.
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PENSION
7. The provisions relating to the Employee's pension are set out in the
Schedule hereto.
EXCLUSIVE SERVICES AND INTERESTS IN SECURITIES
8.1 During the continuance of his employment under this Agreement the
Employee shall not without the prior written consent of the Company
directly or indirectly invest or participate in the management of or in
any capacity provide services to any business (including acting as a
director) PROVIDED THAT (a) nothing in this clause shall preclude the
Employee (including his spouse and infant children) from holding or
acquiring by way of a bona fide investment only an interest not
exceeding 5 per cent of any class of securities in (i) a company any
part of whose share capital is listed or dealt in on a recognised stock
exchange of (ii) any other company whose business does not compete with
any business carried on by any Group Company and PROVDED THAT (B) the
Employee shall, subject to the prior written consent of the Board (such
consent to be subject to the absolute discretion of the Board), be
permitted to hold up to two external non-executive directorships
provided and for so long as each such directorship would not materially
interfere with his duties to any Group Company.
8.2 While he is a director of the Company of any Group Company, the
Employee will not (and will procure, so far as he is able, that his
wife and infant children will not) deal or become or cease to be
interested in any securities of the Company or any Group Company except
in accordance with the Company's Code of practice for the time being in
relation to such transactions, a copy of which can be obtained from the
Secretary of the Company.
CONFIDENTIALITY
9.1 The Employee shall not during his employment by the Company or
thereafter (save as required for the proper performance of his duties
or unless authorised to do so by the Board or by a Court of competent
jurisdiction) use or disclose to any third party, and shall use his
reasonable endeavours to prevent publication or disclosure of and shall
keep confidential, any confidential information concerning the business
or finances of the Company or any other Group Company or any customer
or other person having dealings with the Company or a Group Company,
which come to his knowledge during the course of his employment with
the Company or any Group Company.
9.2 Following the termination of his employment hereunder (howsoever
occasioned) the Employee shall forthwith return to the Company all
items of property belonging to the Company of any Group Company or its
of their customers or business associates then in his possession or
control.
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CONVENANTS IN RELATION TO ACTIVITIES DURING AND AFTER THE TERMINATION OF
EMPLOYMENT HEREUNDER
10.1 In this Clause the expressions following bear the meanings ascribed to
them respectively below, namely:
"Restricted Period" means the period of 12 months commencing
with the Termination Date; and
"Termination Date" means the date on which the Employee's
employment under this Agreement shall
terminate howsoever caused.
10.2 Since the Employee is likely to obtain the course of his employment
hereunder knowledge of the trade secrets and also other confidential
information in regard to the business of the Company and its
Subsidiaries the Employee hereby agrees with the Company that he shall
not (unless his employment under this Agreement has been terminated by
the Company in breach of this Agreement):-
(a) during the Restricted Period, either on his own account or for
any other person directly or indirectly be engaged in or
concerned with any business which:-
(i) is carried on in the Wessex territory as determined
by the Instrument of Appointment dated August 1989
(as amended); and
(ii) competes with any business carried on at the date of
that termination by the Company or any of its
Subsidiaries.
but this sub-clause will not prevent him (including his spouse
and children under 18 years of age) from holding or acquiring
by way of bona fide investment only an interest not exceeding
5 per cent of any class of securities in (i) a company any
part of whose share capital is listed or dealt in on a
recognised stock exchange of (ii) any other company whose
business does not compete with any business carried on by any
Group Company;
(b) during the Restricted Period either on his own account or for
any other person directly or indirectly solicit interfere with
or endeavour to entice away from the Company or any of its
Subsidiaries the custom of any person who at the Termination
Date or who in the period of 12 months immediately prior to
such date and to the knowledge of the Employee was a customer
or client of or in the habit of dealing with the Company or
any of its Subsidiaries for the purpose of offering to that
person goods of services similar to those with which he was so
provided;
(c) during the Restricted Period either on his own account or for
any other person solicit the services of or endeavour to
entice away from the Company or any of its Subsidiaries
whether directly of indirectly any director, employee or
consultant of the Company or any Subsidiary who was such at
the Termination Date.
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10.3 In 10.2 above, references to acting directly or indirectly include
(without prejudice to the generality of that expression) references to
acting alone or jointly with or by means of any other person.
10.4 The Employee hereby agrees that he will at the request and cost of the
Company enter into a direct agreement or undertaking with any Group
Company whereby he will accept restrictions and provisions
corresponding to the restrictions and provisions above (or such of them
as may be reasonable and appropriate in the circumstances) in relation
to such activities and such areas and for such a period not exceeding
12 months as such Company or Companies may reasonably require for the
protection of its or their legitimate interest.
10.5 The Employee agrees that having regard to the facts and matters
aforesaid the restrictive convenants herein contained are reasonably
and necessary for the protection of the legitimate interests of the
Company or any Group Company and the Employee agrees that having regard
to those circumstances the convenants do not work unfairly or harshly
on him. While the restrictions aforesaid are considered by the parties
to be reasonable in all the circumstances it is agreed that if any such
restriction shall be adjudged to be void or ineffective for whatever
reason but would be adjudged to be valid and effective if part of the
wording thereof were deleted or the periods thereof reduced or the area
thereof reduced in scope, the said restrictions shall apply with such
modifications as may be necessary to make them valid and effective. The
convenants contained in 10.1 above are separate and severable and
enforceable accordingly.
TERMINATION OF EMPLOYMENT
11. If the Employee shall:
(a) be or become bankrupt or compound with his creditors; or
(b) be guilty of conduct tending to being the Company of himself
into disrepute; or
(c) commit any serious or persistent breach of any of his
obligations to the Company or any Group Company under this
Agreement; or
(d) become prohibited by law from being a director of any company;
or
(e) resign as director of the Company or any Group Company or in
the event of his retiring from that office by rotation, he
fails to offer himself for re-election; or
(f) be incapacitated from performing his duties for any continuous
period of 180 days or for periods exceeding 125 working days
in any period of 12 months.
then the Company shall be entitled by notice in writing given within 3
months of one of the events specified at (a) to (f) above to terminate
his employment under this Agreement
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with immediate effect whereupon the Employee shall have no claim
against the Company for damages or otherwise by reason of such
termination. Any termination of the employment of the Employee will be
without prejudice to his continuing obligations under this Agreement.
11.2 Upon the termination of this Agreement for whatever reason the Employee
shall, if so requested by the Company, forthwith resign from any
offices held by him in the Company or any other Group Company and in
the event of his failure to do so the Company is hereby irrevocably
authorised to appoint some person in his name and on his behalf to so
all such things and execute all such documents as may be necessary or
desirable to bring about such resignation.
11.3 The Employee shall not, during the continuance of his employment
hereunder, resign any office he had with the Company or (other than
with the approval of the Board) any Group Company or do anything which
would cause him to be disqualified from continuing to act as an office
holder.
RE-ORGANISATION
12. Should the Company (or any part of the Group of Companies of which the
Company from time to time forms part) undergo any process of
reconstruction, amalgamation or administrative re-organisation (whether
or not involving the liquidation of the Company) and should in the
process the Employee's job cease to exist or the scope or title be
varied or it appears desirable to the Company or its Holding Company,
if any, that the Employee should be employed by some other Group
Company then, provided that the terms and conditions of service (other
than the duties involved in the job) offered to the Employee in respect
of the proposed new employment or his existing employment as varied, as
the case may be, are, taken as a whole, not less advantageous to him
than those contained herein and the duties thereof are within his
capabilities and of a nature which in the circumstances it is not
unreasonable to expect the Employee to perform, the Employee shall
(whether or not he accepts such alternative or varied employment)
except as allowed by statute have no claim for compensation against the
Company in respect of the termination or variation (actual or proposed)
of his employment hereunder.
NOTICES
13. Any notice in writing to be served hereunder may be given personally to
the Employee or to the Secretary of the Company (as the case may be) or
may be posted by first class post to the Company (for the attention of
the Secretary) or may be posted by first class post to the Company (for
the attention of the Secretary) at its registered office for the time
being or to the Employee at his last known address. Any such notice
sent by post shall be deemed served 48 hours after it is posted and in
proving such service it shall be sufficient to prove that the notice
was properly addressed and put in the post.
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OTHER AGREEMENTS
14. This Agreement takes effect in substitution for all previous agreements
and arrangements whether written, oral or implied between the Company
and the Employee relating to the Employee and which agreements and
arrangements shall be deemed to have been terminated by mutual consent
and without liability on either side as from the effective date of this
Agreement.
MISREPRESENTATION
15. The Employee shall not at any time make any untrue statement in
relation to the Company or any Group Company, and in particular shall
not after the termination of his employment hereunder wrongfully
represent himself or permit himself to be held out as being employed by
or connected with the Company or any other Group Company.
DISCIPLINE AND GRIEVANCE
16. (a) A copy of the disciplinary rules of the Company for the time
being in force can be obtained from the Secretary of the
Company.
(b) If the Employee is dissatisfied with any disciplinary decision
or has any grievance relating to his employment, he should
refer the matter to the Board and the reference will be dealt
with by discussion and decision at a meeting of the Board.
THE SCHEDULE
17. The Schedule hereto shall form part of this Agreement and accordingly
the employment of the Employee hereunder shall also be subject to the
terms set out therein (and to any documents referred to therein).
GOVERNING LAW
18. This Agreement shall be governed by and construed in accordance with
English law.
IN WITNESS whereof this Agreement has been executed as a Deed the day and year
first before written.
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THE SCHEDULE
above referred to
RENUMERATION
(pound)111,500 per annum subject to review under Clause 3.1.
MEDICAL INSURANCE
You will be entitled to such private medical insurance arrangements as may be
provided by the Company from time to time. You shall attend for health screening
at the Company's request.
ACCIDENT/LIFE INSURANCE
You will be entitled to participate in the accident/whole life insurance cover
as may be provided by the Company from time to time.
RELOCATION EXPENSES
You will be eligible to benefit from the Company's relocation arrangements as
provided from time to time.
PENSION
You will be eligible to be a member of the Wessex Water Pension Scheme, Wessex
Water Executive Pension Scheme and any other pension arrangements approved by
the Board and notified to you in writing.
OTHER TERMS AND CONDITIONS
Other terms and conditions of employment may be agreed between the Company and
the Employee from time to time.
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CONTINUOUS EMPLOYMENT
No period of employment with any previous employer counts as part of the
Employee's continuous period of employment with the Company for the purposes of
the Act and accordingly the said period commenced on 1 September 1989 but the
Company shall nevertheless treat the Employee, for the purpose of any claim by
him in respect of redundancy or unfair dismissal as if his continuous employment
with the Company included any period of continuous employment with, or as a
member of, Wessex Water Authority and its predecessors in title.
The Common Seal of the Company )
was hereunto affixed in the )
presence of: )
Director /s/
Secretary /s/
Signed as a Deed by the )
Employee in the presence of: )
/s/
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FIRST AMENDMENT TO AGREEMENT
This Agreement, entered into on this 9th of December, 1998, and made
effective as of the 1st day of September, 1998, by and between WESSEX WATER PLC,
a United Kingdom corporation ("Company") having its headquarters at Xxxxxx
Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxx, XX0, 0XX, and XXXXX XXXXX XXXXXXXX ("Employee"),
an individual residing at Hentley Brake, Xxxxx Xxxxx, Xxxx XX0 0XX, is an
amendment to that certain Agreement between the Company and Employee entered
into the 24th day of February, 1995, and made effective as of February 24, 1995
(the "Agreement").
WHEREAS, the parties desire to amend the Agreement as provided herein;
NOW, THEREFORE, in consideration thereof and of the mutual covenants
contained herein, the parties agree as follows:
1. The Schedule attached to the Agreement is hereby deleted in
its entirety and the attached Schedule is inserted in its entirety.
This Amendment is a First Amendment to the Agreement, and the parties
agree that all other terms, conditions and stipulations contained in the
Agreement, and any amendments thereto, shall remain in full force and effect and
without any change or modification, except as provided herein.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.
WESSEX WATER PLC
By: /s/ XXXXXXXX XXXX
--------------------------------
Name: Xxxxxxxx Xxxx
Title: Director
This 9th day of December, 1998
XXXXX XXXXX XXXXXXXX
/s/ XXXXX X. XXXXXXXX
-----------------------------------
This 4th day of December, 1998
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THE SCHEDULE
NAME: Xxxxx Xxxxx Xxxxxxxx
REMUNERATION:
ANNUAL BASE SALARY: (pound)255,000
o Effective September 1, 1998.
o Any future increases will be
reviewed annually and shall be made
at the sole discretion of Azurix
management
o Pensionable under applicable Wessex
pension schemes.
BONUS: Eligible for bonus payments under any Bonus
Scheme approved from time to time for this
purpose by the Company, Enron Corp., or any
replacement board.
o Bonus for 1998 will be paid in
February 1999 and will be prorated
from the time of the last bonus
payment.
o Bonus thereafter will be paid in
February of each year.
o Bonus payments will be
non-pensionable.
UNITED STATES FOREIGN
CORRUPT PRACTICES ACT
AND OTHER LAWS: Employee shall at all times comply with United States
laws applicable to Employee's actions on behalf of
Company, including specifically, without limitation,
the United States Foreign Corrupt Practices Act,
generally codified in 15 USC 78 (FCPA), as the FCPA
may hereafter be amended, and/or its successor
statutes. If Employee pleads guilty to or nolo
contendere or admits civil or criminal liability
under the FCPA or other applicable United States law,
or if a court finds that Employee has personal civil
or criminal liability under the FCPA or other
applicable United States law, or if a court finds
that Employee committed an action resulting in any
Enron entity having civil or criminal liability or
responsibility under the FCPA or other applicable
United States law with knowledge of the activities
giving rise to such liability or
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knowledge of facts from which Employee should have
reasonably inferred the activities giving rise to
liability had occurred or were likely to occur, such
action or finding shall constitute "cause" for
termination under this Agreement unless Company's
management committee (or, if there is no management
committee, the highest applicable level of Company's
management) determines that the actions found to be
in violation of the FCPA or other applicable United
States law were taken in good faith and in compliance
with all applicable policies of Company and Enron.
LONG TERM COMPENSATION: Employee shall be eligible to participate in the
Azurix Corp. stock plan. Upon finalization of the
plan, Employee shall receive a grant with a
theoretical three-year total value of $1,500,000. The
theoretical value methodology shall be the same
methodology used for other executives of the Company
participating in the plan. Employee shall vest
33 1/3% on each grant date anniversary (three-year
vesting).
MEDICAL INSURANCE: Employee will be entitled to such private medical
insurance arrangements as may be provided by the
Company from time to time. Employee shall attend for
health screening at the Company's request.
ACCIDENT/LIFE INSURANCE: Employee will be entitled to participate in the
accident/whole life insurance cover as may be
provided by the Company from time to time.
RELOCATION EXPENSES: Employee will be eligible to benefit from the
Company's relocation arrangements as provided from
time to time.
PENSION: With the exception of the Bonus payments which are
non-pensionable as described above, Employee will be
eligible to be a member of the Wessex Water Mirror
Image Pension Scheme, Wessex Water Executive Pension
Scheme and any other pension arrangements approved by
the Board and notified to Employee in writing and
Employee shall continue to benefit from the Unfunded
Pension Arrangement set forth in the letter dated 24
February 1995 attached hereto as Exhibit "A".
OTHER TERMS AND
CONDITIONS: Other terms and conditions of employment may be
agreed between the Company and the Employee from time
to time.
CONTINUOUS EMPLOYMENT: No period of employment with any previous employer
counts as part of the Employee's continuous period of
employment with the
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Company for the purposes of the Act and accordingly
the said period commenced on 1 September 1989 but the
Company shall nevertheless treat the Employee, for
the purposes of any claim by him in respect of
redundancy or unfair dismissal as if his continuous
employment with the Company included any period of
continuous employment with, or as a member of, Wessex
Water Authority and its predecessors in title.
The Common Seal of the Company )
was hereunto affixed in the presence of: )
Director
Secretary
Signed as a Deed by the Employee )
in the presence of : )
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X X Xxxxxxxx Esq EXHIBIT "A"
00 Xxxxxx Xxxx
Xxxxxx
Xxxxxxx XX00 0XX PRIVATE AND CONFIDENTIAL
24 February 1995
Dear Xx Xxxxxxxx
UNFUNDED PENSION ARRANGEMENT
Further to our recent discussions, I am pleased to advise you that Wessex Water
Plc ("Wessex") has agreed to provide you with a pension under an Unfunded
Pension Arrangement. This Arrangement will provide you with benefits additional
to those provided under the Wessex Water Mirror Image Pension Scheme and the
Wessex Water Executive Pension Scheme ("the Executive Scheme").
The terms of the Unfunded Pension Arrangement are as follows:
1. YOUR OWN RETIREMENT PENSION
If you stay in employment with Wessex until 1 January 1000 you will
receive an annual pension of 10% of your Final Pensionable Salary (as
defined in the Rules of the Wessex Water Executive Pension Scheme) when
you leave employment.
2. YOUR SPOUSE'S PENSION
If you die in service leaving a widow, she will receive a pension for
life equal to 4 percent of your Final Pensionable Salary at the date of
death.
If you die after retirement leaving a widow, she will receive a pension
for life of two-thirds of the pension which you were receiving under
this Arrangement at the date of death.
3. INCREASES OF PENSION IN PAYMENT
Once the pension comes into payment it will be increased annually at
the rate of 5% or the increase in the RPI if lower. Further increases
will be awarded in line with any discretionary increases granted form
the Executive Scheme.
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4. LEAVING EMPLOYMENT
If you cease to be an active member of the Wessex Water Mirror Image
Pension Scheme and the Wessex Water Executive Pension Scheme then you
will be treated for the purposes of this letter as having left
employment with Wessex. If you are treated as having left employment,
or if you leave employment with Wessex before 1 January 2000 then you
will be entitled to a deferred pension payable form 1 January 2000
calculated on the basis set out in column 1 of the attached schedule.
The deferred pension will increase in deferment in accordance with
deferred pensions payable under the Executive Scheme.
However, if you leave employment
a) on the grounds of incapacity (as defined in the Executive
Scheme) or
b) if Wessex decides that there are compassionate grounds for
your leaving employment or
c) if you are required to retire by Wessex or
d) if you are made redundant as a result of the cancellation of
the listing of Wessex's securities by the London Stock
Exchange or
e) if Wessex so decides in any other case
you will be entitled to an immediate pension calculated on the basis
set out in Column 2 of the attached schedule and based on your Final
Pensionable Salary at the date of leaving employment.
5. GENERAL
The pensions payable under this Arrangement will be treated as taxable
income when they become due and will be payable directly by Wessex.
Wessex may change the terms of this Arrangement at any time, but only
with your agreement.
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If you agree to and accept the terms of the Arrangement as set out in
this letter please sign and return the attached copy of this letter.
You should be aware that the terms of this letter will not affect the
right of Wessex or yourself to terminate your employment in accordance
with your service agreement.
Yours sincerely
/s/
for Wessex Water Plc
D N A XxXxxx
Deputy Chairman
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SCHEDULE
Year of Leaving Service Percentage of Final Pensionable Salary
----------------------- --------------------------------------
Column 1 Column 2
-------- --------
1995 Nil 5%
1996 Nil 6%
1997 4% 7%
1998 6% 8%
1999 8% 9%
2000 onwards 10% 10%
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I acknowledge receipt of a letter dated 24 February 1995 of which the attached
is a copy and accept the arrangements as set out in that letter.
Signed /s/ Date 24-2-95
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