Travis Perkins : Share Incentive Plan - Trust Deed

Dated

2006

Travis Perkins plc

and

Capita IRG Trustees Limited

TRUST DEED

relating to the

TRAVIS PERKINS SHARE INCENTIVE PLAN

Adopted by the Remuneration Committee of the Board of Directors of the Company on

1 December 2006

Amended by the Remuneration Committee (with the consent of the Trustees) on 17th October

2013

Further amended by the Finance Act 2014 with effect from 6 April 2014

Amended by the Remuneration Committee (with the consent of the Trustees) on [●]

The use of newly issued and/or treasury Shares to satisfy Awards under the Plan was

approved by shareholders on [●]

HMRC Reference: A2223

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		CONTENTS
			Page
1.		THE TRUST FUND.....................................................................................................................................	1
2.		NUMBER OF TRUSTEES .........................................................................................................................	2
3.		INFORMATION..........................................................................................................................................	2
4.		RESIDENCE OF TRUSTEES....................................................................................................................	2
5.		CHANGE OF TRUSTEES..........................................................................................................................	2
6.	INVESTMENT AND DEALING WITH TRUST ASSETS .....................................................................	3
7.		LOANS TO TRUSTEES .............................................................................................................................	4
8.	TRUSTEES' OBLIGATIONS UNDER THE PLAN................................................................................	4
9.	POWER OF TRUSTEES TO RAISE FUNDS TO SUBSCRIBE FOR A RIGHTS ISSUE..................	7
10.	POWER TO AGREE MARKET VALUE OF SHARES.....................................................................	7
11.	PERSONAL INTEREST OF TRUSTEES............................................................................................	7
12.	TRUSTEES' MEETING.........................................................................................................................	7
13.	SUBSIDIARY COMPANIES .................................................................................................................	8
14.	EXPENSES OF PLAN ............................................................................................................................	8
15.	TRUSTEES' LIABILITY AND INDEMNITY.....................................................................................	8
16.	COVENANT BY THE PARTICIPATING COMPANIES..................................................................	8
17.	ACCEPTANCE OF GIFTS....................................................................................................................	9
18.	TRUSTEES' LIEN ..................................................................................................................................	9
19.	AMENDMENTS TO THE PLAN..........................................................................................................	9
20.	POWER TO ESTABLISH OVERSEAS PLANS ...............................................................................	10
21.	TERMINATION OF THE PLAN........................................................................................................	10
22.	APPLICABLE LAW.............................................................................................................................	10

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THIS TRUST DEED made the

day of

Two Thousand and Six

BETWEEN:

1. TRAVIS PERKINS PLC whose registered office is at Lodge Way House, Lodge Way, Harleston Road, Northampton NN5 7UG (Company No. 00824821) (the "Company"); and
2. CAPITA IRG TRUSTEES LIMITED whose registered office is at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU (Company No. 2729260) (the "Trustees" which expression unless the context otherwise requires shall include the trustees or trustee for the time being).

WHEREAS:

1. The purpose of this Deed is to establish a trust for the employees' share scheme known as the Travis Perkins Share Incentive Plan (the "Plan") which satisfies Schedule 2 to the Income Tax (Earnings & Pensions) Act 2003 (the "Schedule").
2. The Plan includes the attached Rules. The definitions in the Rules apply to this Trust Deed. The Company shall from time to time determine which of parts A to D of the Rules shall have effect. Where the Company determines that part B (Partnership Shares) shall have effect it shall also specify whether there is to be an Accumulation Period.
3. It is intended that under the Plan sums may from time to time be paid by the Participating Companies to the Trustees to be applied by the Trustees in the acquisition of Shares for making Awards to individuals who participate in the Plan.

NOW THIS DEED WITNESS as follows:

1. THE TRUST FUND

1. The Company and the Trustees have agreed that all the Shares and other assets which are issued to or transferred to the Trustees are to be held on the trusts declared by this Trust Deed, and subject to the Rules. When Shares or assets are transferred to the Trustees by any Participating Company with the intention of being held as part of the Plan they shall be held upon the trusts and provisions of this Trust Deed and the Rules.
2. The Trustees shall hold the Trust Fund upon the following trusts:
3. 1. as to Shares which have not been awarded to Participants ("Unawarded Shares") upon trust during the Trust Period to allocate those Shares in accordance with the terms of this Trust Deed and the Rules;

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1. 1. as to Shares which have been awarded to a Participant ("Plan Shares") upon trust for the benefit of that Participant on the terms and conditions set out in the Rules;
   2. as to Partnership Share Money upon trust to purchase Shares for the benefit of the contributing Qualifying Employee in accordance with the Rules; and
   3. as to other assets ("Surplus Assets") upon trust to use them to purchase further Shares to be held on the trusts declared in 1.2(a) above, at such time during the Trust Period and on such terms as the Trustees in their absolute discretion think fit.
2. The income of Unawarded Shares and Surplus Assets shall be accumulated by the Trustees and added to and held upon the trusts applying to Surplus Assets.
3. The income of Plan Shares and Partnership Share Money shall be dealt with in accordance with the Rules.
4. The perpetuity period in respect of the trusts and powers declared by this deed and the Rules shall be the period of 80 years from the date of this deed.
5. The Trustees may purchase Shares by subscription (at par or any greater value), from treasury, by market purchase or by private treaty.

1. NUMBER OF TRUSTEES
   Unless a corporate Trustee is appointed, there shall always be at least two Trustees. Where there is no corporate Trustee, and the number of Trustees falls below two, the continuing Trustee has the power to act only to achieve the appointment of a new Trustee.
2. INFORMATION
   The Trustees shall be entitled to rely on information supplied by the Company in respect of the eligibility of any person to become or remain a Participant in the Plan.
3. RESIDENCE OF TRUSTEES
   Every Trustee shall be resident in the United Kingdom. The Company shall immediately remove any Trustee who ceases to be so resident and, if necessary, appoint a replacement.
4. CHANGE OF TRUSTEES

1. The statutory power of appointing new and additional Trustees shall be vested in the Company.
2. In addition to such statutory power the Company shall have power at any time by deed to appoint any person to be an additional Trustee notwithstanding that the effect of any such appointment is to increase the number of Trustees beyond four.

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5.3 The Company may at any time by deed remove any Trustee and any Trustee may retire at any time by giving not less than ninety days notice in writing to the Company (and so that if after such removal or retirement there shall be no continuing trustee of this deed the Company shall immediately appoint a new trustee of this deed in place of such removed or retired trustee).

6. INVESTMENT AND DEALING WITH TRUST ASSETS

1. The Trustees shall not sell or otherwise dispose of Plan Shares except as otherwise provided for by the Plan.
2. The Trustees shall obey any directions given by a Participant in accordance with the Rules in relation to his Plan Shares and any rights and income relating to those Shares. In the absence of any such direction, or provision by the Plan, the Trustees shall take no action.
3. The Participating Companies shall, as soon as practicable after deduction from Salary, pass the Partnership Share Money to the Trustees who will put the money into an account with:
4. 1. a person falling within section 991(2)(b) of the Income Tax 2007;
   2. a building society; or
   3. a firm falling within section 991(2)(b) of the Income Tax 2007

until it is either used to acquire Partnership Shares on the Acquisition Date, or, in accordance with the Plan, returned to the individual from whose Salary the Partnership Share Money has been deducted.

1. The account into which the Partnership Share Money is put may, but need not, pay interest. If it does, the Trustees shall pass on any interest arising on this invested money to the individual from whose Salary the Partnership Share Money has been deducted.
2. The Trustees may either retain or sell Unawarded Shares at their absolute discretion. The proceeds of any sale of Unawarded Shares shall form part of Surplus Assets.
3. The Trustees shall have all the powers of investment of a beneficial owner in relation to Surplus Assets.
4. The Trustees shall not be under any liability to the Participating Companies or to current or former Qualifying Employees by reason of a failure to diversify investments which results from the retention of Plan Shares or Unawarded Shares.
5. Subject to the prior consent of the Company, the Trustees may delegate powers, duties or discretions to any persons and on any terms. No delegation made under this clause shall divest the Trustees of their responsibilities under this Trust Deed or under the Schedule.

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