(1) | Citco Trustees (Cayman) Limited, a trust company incorporated under the laws of the Cayman Islands whose registered office is at 89 Nexus Way, Camana Bay, PO Box 31106, Grand Cayman, KY1-1205, Cayman Islands ("Trustee"); and |
(2) | Ensco plc of 6 Chesterfield Gardens, 3rd Floor, London, W1J 5BQ, England ("Ensco") |
(A) | This deed is supplemental to: |
(i) | a trust deed dated 31 December 2008 (the "Trust Deed") made between the Trustee and Ensco International Incorporated as the Plan Sponsor establishing the trust known as the Ensco Multinational Savings Plan; |
(ii) | an amended and restated trust deed (the "Amended and Restated Deed") dated 16 February 2009 made between the Trustee and Ensco International Incorporated as the Plan Sponsor; |
(iii) | a first deed of amendment dated 25 September 2009 made between the Trustee and Ensco International Incorporated as the Plan Sponsor; and |
(iv) | a second deed of amendment (the "Second Deed of Amendment") dated 21 December 2009 made between the Trustee and Ensco International Incorporated as the Plan Sponsor |
(v) | a third deed of amendment (the "Third Deed of Amendment") dated 4 November 2010 made between the Trustee and Ensco International Incorporated as the Plan Sponsor |
(B) | The Trustee wishes to exercise the Power in the manner set out below and intends that this deed shall serve as the Certification. |
(C) | Ensco wishes to consent to the proposed amendments as set out in this deed to be made to the Trust. |
(D) | Ensco confirms that notice of the proposed amendments as set out in this deed has been given to the Participants. |
1 | Definitions and Construction |
1.2 | the definitions and rules of construction contained in the Trust shall apply and, subject to that, the following definition shall apply: |
1.3 | "Effective Date" means 1 January 2012. |
2 | Amendments |
2.1 | In exercise of the Power and of each and every other power (if any) it enabling, the Trustee hereby declares that the Trust is hereby amended so that: |
(a) | the requirement of 30 days of continuous employment set forth in Rule 1.1 (a) of Schedule A of the Trust shall not apply, on and from 01 October 2011; |
(b) | for the purposes of Rule 5 of Schedule A of the Trust (provisions relating to vesting) and for all other purposes, the length of time that each Employee was an Employee of Pride International, Inc and its affiliated companies shall be included in that Employee's Service Time; |
(c) | current Employees participating in the International Savings Plan (ISP) may transfer all or a portion of their current plan balance to this trust, to include Employee and Employer contributions. All funds transferred from the International Savings Plan (ISP) shall be 100% vested and can be withdrawn without qualifying documentation; |
(d) | any new Employee contributions made to the plan by Employee or Employer will be subject to plan withdrawal requirements and vesting schedule. Previous service time for merger companies will be credited towards compliance requirements with this vesting schedule. The vesting schedule is as follows: |
• | Employee with less than three completed years of service will vest 33 1/3 per year |
• | Employees with at least three completed years or greater will be fully vested in this plan |
(e) | eligibility clause 1.1 (b) (i) of the rules is here by deleted and replaced with: is a citizen of the United States, is a resident of or employed in the Cayman Islands, or employed in the United Kingdom: |
• | Non US Citizen Rotating and working in the US Gulf will be eligible to participate in this plan |
• | Non US Citizen working onshore in the United States will not be eligible to |
(f) | the following fund(s) will be added as investment options under the Plan effective 01 January 2012: |
• | Franklin US Opportunities Fund |
• | Morgan Stanley Global Property Fund |
• | Templeton Emerging Markets Fund |
3 | Certification |
4 | Consent |
5 | Confirmation |
6 | Governing Law |
Executed as a deed and delivered by the said CITCO TRUSTEES (CAYMAN) LIMITED by its common seal being affixed in the presence of /s/ Deborah Mitchell ………………………………….. Witness | /s/ Alasdair Campbell /s/ Rob Thomas __________________________________ CITCO TRUSTEES (CAYMAN) LIMITED | |
Executed as a deed and delivered by the said Ensco plc by its common seal being affixed in the presence of /s/ Brady Long ………………………………….. Witness | /s/ Dan Rabun __________________________________ ENSCO PLC | |