SCHEDULES

SCHEDULE 8

Part VI Matching shares

General requirements for matching shares

50

(1)

The plan must provide for the matching shares—

(a)

to be shares of the same class and carrying the same rights as the partnership shares to which they relate;

(b)

to be awarded on the same day as the partnership shares to which they relate are awarded; and

(c)

to be awarded to all employees who participate in the award on exactly the same basis.

(2)

Sub-paragraph (1) is subject to paragraph 65 (permitted restrictions: provision for forfeiture).