Sasol_Pension_Fund

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					               SASOL PENSION FUND
                     RULES




JANUARY 2006
                      SASOL PENSION FUND


RULE   DESCRIPTION                                  PAGE


1.     INTRODUCTION                                  1
       1.1   Name                                    1
       1.2   Object                                  1
       1.3   Legal Status                            1
       1.4   Registered Office                       1
       1.5   Definitions                             1


2.     FINANCIAL STRUCTURE OF THE FUND              12
       2.1   Share Account                          12
       2.2   Surplus Account                        13
       2.3   Risk and Expenses Reserve Account      13
       2.4   Guarantee Reserve Account              14
       2.5   Pensions Account                       15
       2.6   Employer Surplus Account               16
       2.7   Member Surplus Account                 17


3.     MEMBERSHIP                                   18
       3.1   Eligibility and Admission              18
       3.2   Termination                            19
       3.3   Temporary Absence                      19


4.     RETIREMENT                                   21
       4.1   Normal Retirement                      21
       4.2   Early Retirement                       21
       4.3   Early Ill-Health Retirement            22
       4.4   Late Retirement                        22
       4.5   Lump Sum Benefit and Pension Options   22
RULE   DESCRIPTION                                          PAGE


5.     DEATH                                                26
       5.1    Benefit Payable on Death of a Member
              while in Service                              26
       5.2    Death after retirement                        26
       5.3    Payment of Pensions to Qualifying Spouses
              and Qualifying Children                       28
       5.4    Payment of Benefit                            28


6.     DISABLEMENT                                          29


7.     WITHDRAWAL FROM SERVICE                              30
       7.1    Cash Withdrawal Benefit                       30
       7.2    Deferred Pension                              30
       7.3    Transfer                                      32


8.     CONTRIBUTIONS                                        35
       8.1    Member Contributions                          35
       8.2    Employer Contributions                        35
       8.3    Payment of Contributions                      36


9.     MISCELLANEOUS PROVISIONS REGARDING BENEFITS 38
       9.1    Payment of Benefits                           38
       9.2    Payment other than Specified                  40
       9.3    Limitation                                    41
       9.4    Benefits Inalienable                          42
       9.5    Lien over Benefits                            43
       9.6    Unclaimed Benefits                            45
       9.7    Greater Benefits and Escalation of Benefits   46
       9.8    Transfers from or to other Funds              46
       9.9    Currency                                      50
       9.10   Moneys not to revert to Employer              50
RULE   DESCRIPTION                                             PAGE


       9.11   Interpretation of Rules and Disputes             50
       9.12   Special Provisions applicable with effect from
              2 October 2000                                   51
       9.13   Tracing Costs                                    52


10.    MANAGEMENT OF THE FUND                                  53
       10.1   Board of Trustees                                53
       10.2   Meetings of the Board of Trustees                56
       10.3   Powers of the Board of Trustees                  57
       10.4   Principal Officer                                61
       10.5   Auditor                                          62
       10.6   Books of Account                                 62
       10.7   Actuary                                          63
       10.8   Actuarial Valuations                             63
       10.9   Bank Account                                     65
       10.10 Records and Safe Custody of Securities            65
       10.11 Signing of Documents                              65
       10.12 Indemnification                                   66
       10.13 Fidelity Insurance                                66
       10.14 Expenses                                          66


11.    GENERAL                                                 68
       11.1   Proof of Age and Particulars                     68
       11.2   Beneficiaries are Deferred Creditors             68
       11.3   Conditions of Service Unchanged                  68
       11.4   Registration and Approval                        69
       11.5   Amendments to the Rules                          69
       11.6   Members may obtain Copies of Documents           70
       11.7   Binding Power of Rules                           70
       11.8   Admission of Additional Employers                70
RULE       DESCRIPTION                                            PAGE


           11.9   Dissolution of Fund                             70
           11.10 Withdrawal of an Employer                        74
           11.11 Transfer or Amalgamation                         75
           11.12 New Fund or Scheme                               76
           11.13 Transfer to another Fund in which the Employer
                  participates                                    77


ANNEXURE A :      SECTION 37C OF THE ACT                          78


ANNEXURE B :      SECTION 19(5) OF THE ACT                        81


ANNEXURE C :      SPECIAL PROVISIONS APPLICABLE
                  TO DEFINED BENEFIT MEMBERS                      85


ANNEXURE D :      SPECIAL PROVISIONS APPLICABLE
                  TO CATEGORY B MEMBERS                           102
                                     -1-

1.   INTRODUCTION


     1.1   NAME


           The SASOL PENSION FUND (hereinafter referred to as "the
           FUND") was established with effect from 1 July 1969. These Rules
           are the RULES of the FUND including the amendments up to
           31 December 2005 and are effective from 1 January 2006.


     1.2   OBJECT


           The object of the FUND is, in terms of these RULES, to provide
           retirement and other benefits for EMPLOYEES and former
           EMPLOYEES of the EMPLOYERS, and benefits in the event of their
           death.


     1.3   LEGAL STATUS


           The FUND is a separate legal entity, distinct from its MEMBERS and
           shall be capable in law, in its own name, of suing and of being sued,
           and of acquiring, holding and alienating property, movable and
           immovable.


     1.4   REGISTERED OFFICE


           The registered office of the FUND is at 1 Sturdee Ave, Rosebank,
           Johannesburg.       The   postal   address    is   P.O.   Box   5486,
           Johannesburg, 2000.


     1.5   DEFINITIONS


           In the RULES where the context so requires:
                          -2-

words and expressions defined in the ACT and not in the RULES
shall bear the meanings assigned to them in the ACT;


words and expressions importing one gender shall include the other
gender;


words and expressions denoting the singular shall include the plural
and vice versa; and


the following words and expressions shall bear the meanings
assigned to them below:


ACT : the Pension Funds Act, 1956 (Act No. 24 of 1956), as
amended, and the regulations framed thereunder;


ACTUARY : the ACTUARY of the FUND appointed in terms of
Rule 10.7;


ADJUDICATOR : the Pension Funds Adjudicator appointed in terms
of Section 30C(1) of the ACT;


ADJUSTED MEMBER’S SHARE in respect of a MEMBER : his
MEMBER’S SHARE increased by a percentage (if any) as
determined by the TRUSTEES from time to time after consultation
with the ACTUARY, being an apportionment from the investment
reserves;


APPROVED PENSION FUND : a pension fund, other than a
PRESERVATION PENSION FUND, approved as such by the
REVENUE AUTHORITIES for the purposes of these RULES;


APPROVED PROVIDENT FUND : a provident fund, other than a
PRESERVATION PROVIDENT FUND, approved as such by the
REVENUE AUTHORITIES for the purposes of these RULES;
                         -3-



APPROVED RETIREMENT ANNUITY FUND : a retirement annuity
fund approved as such by the REVENUE AUTHORITIES for the
purposes of these RULES;


AUDITOR : an AUDITOR registered in terms of the Public
Accountants’ and Auditors’ Act, 1991 and appointed by the
TRUSTEES in terms of Rule 10.5;


BENEFICIARY : any person who is entitled to benefits in terms of
these RULES;


BENEFIT POLICY : a separate arrangement providing benefits on
disablement for a MEMBER referred to in Rule 6;


CALCULATION DATE : the date, in terms of the agreed practice of
the FUND, on which the MEMBER’S benefit is calculated on his
retirement, death or leaving SERVICE in terms of Rule 7 or in order
to transfer the MEMBER’S benefit from the FUND in any of the
circumstances contemplated in these RULES;


CATEGORY B MEMBER : a MEMBER other than a DEFINED
BENEFIT MEMBER, who became a MEMBER of the FUND before
1 January 1998; provided that


(a)   the TRUSTEES at the request of the EMPLOYER may decide
      that a MEMBER shall be a CATEGORY B MEMBER
      notwithstanding the fact that such MEMBER may have joined
      the FUND after 1 January 1998;


(b)   a MEMBER who became a MEMBER in terms of Rule 3.1(4)
      shall be classified as a CATEGORY B MEMBER; and
                           -4-

(c)   the special provisions applicable to CATEGORY B MEMBERS
      are set out in Annexure D;


CONVERSION DATE : 1 April 1994;


DEFERRED PENSIONER : a person who in terms of Rule 7.2 or
Rule 7.2 of Annexure C exercised an option to preserve his benefit in
the FUND until payment of his benefit commences;


DEFINED BENEFIT MEMBER : a MEMBER who irrevocably elected
before 30 September 1994 to receive benefits in terms of the RULES
in force immediately prior to 1 April 1994, as set out in Annexure C;


DEPENDANT : a person in respect of whom a MEMBER,
PENSIONER or DEFERRED PENSIONER:


(a)   is legally liable for maintenance;


(b)   is not legally liable for maintenance if such a person is -


      (i)     considered by the TRUSTEES as having been in fact
              dependent      on    the   MEMBER,     PENSIONER      or
              DEFERRED PENSIONER for maintenance at the time
              of the death of the MEMBER, PENSIONER or
              DEFERRED PENSIONER;


      (ii)    the   spouse    of   the   MEMBER,     PENSIONER      or
              DEFERRED PENSIONER, including a party to a
              customary union according to Black law and custom or
              to a union recognised as a marriage under the tenets
              of any Asiatic religion;


      (iii)   the child of a MEMBER, PENSIONER or DEFERRED
              PENSIONER, including a posthumous child, an
              adopted child and an illegitimate child;
                           -5-



(c)    would have become legally liable for maintenance, had the
       MEMBER, PENSIONER or DEFERRED PENSIONER not
       died;


EMPLOYEE : an employee of any of the EMPLOYERS, including a
full-time working director who is in receipt of emoluments in addition
to director's fees, but excluding any employee whose employment is
temporary or casual or subject to a limited period;


EMPLOYER : the MAIN EMPLOYER and such participating
employers as may be admitted to the FUND from time to time with
the   consent of      the MAIN EMPLOYER;           provided that any
EMPLOYER who withdraws from the FUND in terms of Rule 11.10
shall simultaneously cease to be an EMPLOYER for the purposes of
the   RULES; in       relation to any EMPLOYEE           or MEMBER,
"EMPLOYER" shall mean the EMPLOYER by whom that person is,
or was last, employed;


FULL-TIME STUDENT : a QUALIFYING CHILD who:


(a)    is between the ages of 18 and 23 years;


(b)    is registered as a student at a recognised secondary or tertiary
       educational institution; and


(c)    in the case of a student at a recognised tertiary educational
       institution, is registered so as to be able to complete his course
       of study within the minimum period prescribed by such
       institution;


provided that
                          -6-

(i)    the TRUSTEES reserve the right to suspend or stop the
       PENSION to the QUALIFYING CHILD if the QUALIFYING
       CHILD fails to provide satisfactory proof of attendance at such
       institution and progress with their course of study when so
       requested by the TRUSTEES;


(ii)   the TRUSTEES, at their discretion and having regard to the
       circumstances of a particular case, may continue to pay the
       PENSION to a QUALIFYING CHILD after the expiry of the
       minimum period referred to in (c) above, subject to the
       maximum age of 23 years specified in (a) above continuing to
       apply;


FUND ANNIVERSARY : the 31st of December in each year until
31 December 2002. The FUND ANNIVERSARY shall change to the
31st of March in each year after 31 December 2002;


INSURER : an insurer registered in terms of the Long-term
Insurance Act, 1998 to transact life business;


INVESTMENT RETURN : any income (received or accrued)
including, if applicable, interest payable by the EMPLOYER in terms
of Rule 8.3 and capital gains and losses (realised and unrealised) of
the FUND, less an allowance for any tax and such expenses (paid or
accrued) as may be determined by the TRUSTEES; provided that


(a)    such INVESTMENT RETURN may be positive or negative;


(b)    the INVESTMENT RETURN shall be allocated to each
       MEMBER’S SHARE on such equitable basis as the
       TRUSTEES in their absolute discretion, in consultation with
       the ACTUARY and in accordance with the agreed practice of
       the FUND, may determine from time to time; and
                        -7-


(c)   where a MEMBER’S SHARE is, and/or contributions paid by
      or in respect of a MEMBER are, invested in a selected
      portfolio or portfolios, the INVESTMENT RETURN relating to
      such MEMBER’S investment within each portfolio shall be
      allocated to such MEMBER’S benefit within the portfolio;


MAIN EMPLOYER : Sasol Limited;


MEMBER : a person who has been admitted to membership in terms
of Rule 3 as long as he remains a MEMBER in terms of these
RULES;


MEMBER'S SHARE in respect of a MEMBER : an amount determined
in accordance with Rule 2.1, increased or decreased by the
INVESTMENT RETURN until the CALCULATION DATE;


MINIMUM INDIVIDUAL RESERVE : the Minimum Individual
Reserve for a MEMBER as defined in the ACT and as determined by
the ACTUARY using methods and assumptions prescribed by the
REGISTRAR by notice in the Government Gazette;


NOMINEE : a person, other than a DEPENDANT, who has been
nominated in writing by a MEMBER, PENSIONER or DEFERRED
PENSIONER as entitled to receive all or part of the death benefits
provided by the FUND in terms of Rule 5;


NORMAL RETIREMENT AGE : the age of 60 years for all group
management staff as determined by the EMPLOYER and age 65
years for all other MEMBERS;


NORMAL RETIREMENT DATE : the first day of the month
succeeding the month in which the MEMBER attains his NORMAL
RETIREMENT AGE;
                         -8-



PENSION : an annual PENSION payable for the lifetime of the
BENEFICIARY or, in the case of a PENSION payable in respect of a
child, the annual PENSION payable for as long as such child
remains a QUALIFYING CHILD;


PENSIONABLE EMOLUMENTS : the MEMBER'S basic annual
salary or wages and any other regular amounts which are regarded
as pensionable by the TRUSTEES at the request of the
EMPLOYER, subject to Rule 8.1(4);


PENSIONABLE SERVICE :


(a)   the uninterrupted SERVICE with an EMPLOYER as a
      MEMBER of the FUND or as a member of a PREVIOUS
      FUND; plus


(b)   any period in which the MEMBER worked for the EMPLOYER
      or elsewhere and which the EMPLOYER recognises for
      pension     purposes   and   in   respect   of   which   pension
      contributions are or were made to the FUND.


For the purposes of the FUND the transfer of an EMPLOYEE from
one EMPLOYER to another who participates in the FUND shall not
be regarded as a break in PENSIONABLE SERVICE;


PENSIONER : a MEMBER who has retired and who is in receipt of a
PENSION payable from the FUND in accordance with Rule 4, Rule 6
or Rule 7.2(3);


PRESERVATION PENSION FUND : an APPROVED PENSION
FUND recognised as a preservation fund, subject to the conditions
set out by the REVENUE AUTHORITIES from time to time;
                              -9-



PRESERVATION            PROVIDENT         FUND   :   an   APPROVED
PROVIDENT FUND recognised as a preservation fund, subject to
the conditions set out by the REVENUE AUTHORITIES from time to
time;


PREVIOUS FUND : the Sasol Group Management Pension Fund
and the Sasol Pension Fund 1980;


QUALIFYING CHILD of a MEMBER or PENSIONER : the child
(including an adopted child, an illegitimate child, a step-child or a
posthumous child) who was financially dependent on the MEMBER
or PENSIONER immediately before his death (or in the case of a
posthumous child would have become financially dependent on the
MEMBER or PENSIONER but for the death of such person);
provided that such child is the product of a relationship recognised
by the TRUSTEES and specifically excluding a child who would
otherwise qualify in terms of the description set out above if such
child:


(a)      was born more than nine months after the PENSIONER
         retired; or


(b)      was adopted or became a step-child after the MEMBER’S
         NORMAL RETIREMENT DATE or the date of the MEMBER’S
         actual retirement, if earlier;


and provided further that such child is


(i)      unmarried; and


(ii)     under the age of
                            - 10 -

       (aa)     18 years; or


       (bb)     21 years if physically or mentally disabled; or


       (cc)     23 years if a FULL-TIME STUDENT;


QUALIFYING SPOUSE : a person who, at the date of the MEMBER’S
death or the PENSIONER’S retirement, was either


(a)    the legal spouse of the MEMBER or the PENSIONER; or


(b)    the MEMBER’S or PENSIONER’S partner,


       (i)      in a union according to customary law or in a union
                recognised as a marriage under any religion; or


       (ii)     in a relationship in respect of which the TRUSTEES, in
                their sole discretion, is satisfied that the partners, who
                may be persons of the same or the opposite sex, have
                co-habited and have shared a reciprocal duty of
                support as if they were married and where the
                MEMBER         or    PENSIONER     has    provided    the
                TRUSTEES, in their sole discretion, with proof thereof;


provided that


(aa)   the MEMBER or PENSIONER has notified the FUND of the
       existence of such a QUALIFYING SPOUSE prior to the date
       upon which a benefit becomes due from the FUND;


(bb)   the MEMBER or the PENSIONER supplies the FUND with
       sufficient proof of the continued existence of the relationship on
       a yearly basis;
                         - 11 -


(cc)   the TRUSTEES may direct that more than one person may be
       regarded as a QUALIFYING SPOUSE. In such case, the total
       benefits payable to such persons shall be equal to the benefit
       which would have been payable to one QUALIFYING
       SPOUSE; and


(dd)   in the case of a MEMBER who died or a PENSIONER who
       retired prior to 1 November 2001, “QUALIFYING SPOUSE”
       shall mean a “Qualifying Spouse” as defined in terms of the
       RULES as they applied prior to 1 November 2001.


Notwithstanding any other provision contained in this definition, the
TRUSTEES may, in their sole discretion, accept proof of a
relationship referred to in (i) and (ii) above, after the date on which
the benefit becomes due from the FUND from a person other than
the MEMBER or PENSIONER;


REGISTRAR : the Registrar of Pension Funds appointed in terms of
the Financial Services Board Act, 1990 (Act No. 97 of 1990);


REVENUE AUTHORITIES : the South African Revenue Service and
any other statutory revenue authority whose approval of the FUND
has been obtained;


RULES : these RULES as amended from time to time;


SERVICE : SERVICE as an EMPLOYEE of one or more of the
EMPLOYERS;


SURPLUS APPORTIONMENT DATE : 31 December 2002.


TRUSTEES : the Board of TRUSTEES constituted in terms of
Rule 10.1 to control the FUND.
                                           - 12 -

2.   FINANCIAL STRUCTURE OF THE FUND: FUND ACCOUNTS


     The TRUSTEES shall establish such accounts as are allowed by
     legislation, including the following:


     2.1    Share Account


            (1)    The Share Account shall comprise all the MEMBERS'
                   SHARES and the following credits shall be recorded in this
                   account:


                   (a)     an opening balance comprising the MEMBER’S
                           actuarial interest in the FUND at the CONVERSION
                           DATE, if any, as determined by the ACTUARY after
                           taking into account the benefit structure and the
                           funding method of the FUND as it applied prior to that
                           date      and     taking   into   account    the   limit   on
                           PENSIONABLE EMOLUMENTS;


                   (b)     the MEMBER’S contributions received by the FUND
                           after the CONVERSION DATE in terms of Rule 8.1;


                   (c)     the    EMPLOYER'S          contributions    made   after   the
                           CONVERSION DATE on behalf of the MEMBER in
                           terms of Rule 8.2(1)(a);


                   (d)     transfer values received after the CONVERSION DATE
                           in respect of a MEMBER in terms of Rule 9.8(1)(a).


            (2)    The Share Account shall be debited with:


                   (a)     any lump sum benefit paid to the MEMBER in terms of
                           Rule 4.5(1) and any transfers to the Pensions Account
                           and/or to an INSURER of the balance of the
                           MEMBER’S SHARE on his retirement in terms of
                           Rule 4;
                                - 13 -


            (b)     benefit payments in terms of Rule 5 or Rule 7.


2.2   Surplus Account


      (1)   The Surplus Account shall be credited with the actuarial
            surplus of the FUND as at the SURPLUS APPORTIONMENT
            DATE.


      (2)   The Surplus Account shall be increased or decreased by the
            INVESTMENT RETURN earned on the assets in this account.


      (3)   The assets in the Surplus Reserve Account, less any costs
            and expenses specifically arising as a result of the FUND’S
            compliance with the Pension Funds Second Amendment Act,
            Act No. 39 of 2001, shall be apportioned in terms of
            Section 15B of the ACT.


2.3   Risk and Expenses Reserve Account


      (1)   The Risk and Expenses Reserve Account shall be credited
            with


            (a)     the amount recommended by the ACTUARY as the
                    amount required in order to meet the ongoing cost of
                    providing the risk benefits payable in terms of these
                    RULES;


            (b)     any EMPLOYER contributions in terms of Rule 8.3 of
                    Annexure C and Rule 8.2(1)(b) of Annexure D which
                    are allocated towards the cost of risk benefits;


            (c)     any reinsurance payment made to the FUND by the
                    INSURER;
                               - 14 -


            (d)    contributions    by   the   EMPLOYER     in    terms    of
                   Rule 10.14(1).


      (2)   The Risk and Expenses Reserve Account shall be increased
            or decreased by the INVESTMENT RETURN earned on the
            assets in this account.


      (3)   The Risk and Expenses Reserve Account shall be used


            (a)    to   meet   any premiums      payable   in    respect   of
                   reinsurance in terms of Rule 9.3;


            (b)    to meet the cost of any payment made by the
                   TRUSTEES in terms of Rule 9.3;


            (c)    towards meeting the expenses of the FUND referred to
                   in Rule 10.14.


2.4   Guarantee Reserve Account


      (1)   The Guarantee Reserve Account shall be credited with


            (a)    the amount recommended by the ACTUARY as the
                   amount required to meet the FUND’S liability to pay
                   benefits to the DEFINED BENEFIT MEMBERS in
                   terms of Annexure C;


            (b)    any amount transferred from the Employer Surplus
                   Account in terms of Rule 2.6(3)(a).


      (2)   The Guarantee Reserve Account shall be increased or
            decreased by the INVESTMENT RETURN earned on the
            assets in this account.
                              - 15 -



      (3)   The Guarantee Reserve Account shall be debited with


            (a)   the amount needed to provide the benefits promised to
                  DEFINED BENEFIT MEMBERS in terms of these
                  RULES;


            (b)   any amount transferred to the Employer Surplus
                  Account on the recommendation of the ACTUARY.


2.5   Pensions Account


      (1)   The Pensions Account shall be credited with


            (a)   the amount recommended by the ACTUARY as the
                  amount required to meet the liability of the FUND in
                  respect of PENSIONS in payment from the FUND as at
                  the SURPLUS APPORTIONMENT DATE, taking into
                  consideration increases in PENSIONS in terms of
                  Rule 9.7(2);


            (b)   any amount required to be credited in terms of
                  Rule 4.5(2)(b)(ii),   Rule 4.5(2)(c)(ii)(bb)   or   Rule
                  4.4(1)(b)(ii) of Annexure C;


            (c)   any contributions by the EMPLOYER in terms of
                  Rule 8.2(2);


            (d)   any amount transferred from the Employer Surplus
                  Account in terms of Rule 2.6(3)(a).


      (2)   The Pensions Account shall be increased or decreased by the
            INVESTMENT RETURN earned on the assets in this account.
                               - 16 -


      (3)   The Pensions Account shall be debited with PENSIONS
            payable to PENSIONERS and other BENEFICIARIES in
            terms of the RULES.


2.6   Employer Surplus Account


      (1)   The Employer Surplus Account shall be credited with


            (a)   the amount, if any, apportioned to the EMPLOYER in
                  terms of a surplus apportionment scheme approved by
                  the REGISTRAR in terms of Section 15B of the ACT;


            (b)   any amount which is required to be transferred to such
                  an account in terms of an application made in
                  accordance with Section 15F of the ACT and approved
                  by the REGISTRAR;


            (c)   any amount transferred from the Guarantee Reserve
                  Account in terms of Rule 2.4(3)(b);


            (d)   any amount credited in terms of Rule 10.8(3).


      (2)   The amount standing to the credit of the Employer Surplus
            Account    shall   be   increased   or   decreased    by   the
            INVESTMENT RETURN earned by the assets within this
            account.


      (3)   The amount standing to the credit of the Employer Surplus
            Account


            (a)   shall be transferred to the Guarantee Reserve Account
                  and if necessary to the Pensions Account from time to
                  time as recommended by the ACTUARY;
                               - 17 -



            (b)   may be used in the manner and for any of the
                  purposes set out in Section 15E of the ACT.


2.7   Member Surplus Account


      (1)   The Member Surplus Account shall be credited with


            (a)   any amount allocated in terms of Section 15B of the
                  ACT to be used for the benefit of MEMBERS in terms
                  of a surplus apportionment scheme approved by the
                  REGISTRAR;


            (b)   any amount allocated to be used for the benefit of
                  MEMBERS in terms of Section 15C of the ACT.


      (2)   The amount standing to the credit of the Member Surplus
            Account    shall   be   increased   or   decreased   by   the
            INVESTMENT RETURN earned by the assets within this
            account.


      (3)   The amount standing to the credit of the Member Surplus
            Account may be used in the manner and for any of the
            purposes set out in Section 15D of the ACT.
                                   - 18 -

3.   MEMBERSHIP


     3.1   Eligibility and Admission


           (1)   Each person who was a MEMBER of the FUND immediately
                 prior to 1 January 2006 shall, subject to the provisions of the
                 RULES, remain a MEMBER of the FUND.


           (2)   Each EMPLOYEE who is not referred to in (1) above shall
                 qualify for membership of the FUND except where otherwise
                 determined in terms of an industrial or similar agreement and
                 shall, as a condition of employment, become a MEMBER of
                 the FUND from the day on which he becomes an
                 EMPLOYEE.


           (3)   An EMPLOYEE who becomes a MEMBER in terms of (2)
                 above shall produce such evidence as to the state of his
                 health as the TRUSTEES may require, at the expense of the
                 FUND. Such MEMBER shall, if in the TRUSTEES' opinion he
                 is not in good health, be subject to such restrictions in his
                 benefits as the TRUSTEES, acting on the advice of the
                 ACTUARY, shall determine.


           (4)   On 1 April 2001 each EMPLOYEE who:


                 (a)   was a member of the Polifin Retirement Fund; and


                 (b)   was in receipt of a disablement income benefit from a
                       separate    disability   arrangement   set   up   by   the
                       EMPLOYER; and


                 (c)   was eligible for membership of the FUND;
                                - 19 -

            became a MEMBER of the FUND at that date. Each such
            MEMBER’S full benefit entitlement at the date of transfer was
            transferred to the FUND and applied under his MEMBER’S
            SHARE. MEMBERS who became MEMBERS in accordance
            with the provisions of this Rule 3.1(4) shall not be eligible for the
            benefits set out in Rule 6 of the main body of the RULES or in
            Section 2 of Annexure D.

      (5)   If a MEMBER transfers to another APPROVED PENSION
            FUND or APPROVED PROVIDENT FUND in any of the
            circumstances envisaged in these RULES and such transfer is
            subject to the provisions of Section 14 of the ACT, then it is
            specifically provided that with effect from the date on which he
            becomes a member of such fund, contributions in terms of
            Rule 8 shall cease and in the event of his death or disablement,
            prior to transfer of his benefit in terms of these RULES from the
            FUND to such other fund, the risk benefits provided in terms of
            these RULES shall not be payable.

3.2   Termination

      (1)   Unless otherwise provided for in the RULES, a MEMBER
            shall not be permitted to withdraw from membership while he
            remains in SERVICE.

      (2)   A Member who has left SERVICE for any reason and has
            received all the benefits which may be due to him in terms of
            these RULES shall cease to be a MEMBER.

3.3   Temporary Absence

      (1)   With full remuneration

            Membership of the FUND and the benefits and contributions
            payable shall not be affected by a MEMBER'S absence from
            SERVICE while he is in receipt of his full normal remuneration
            from the EMPLOYER.
                        - 20 -

(2)   Approved temporary absence


      (a)   When a MEMBER is on leave with less than full normal
            remuneration,    his   MEMBER'S      SHARE      shall   be
            credited with any contributions actually paid by the
            MEMBER in terms of Rule 8.1(1) and/or by the
            EMPLOYER in terms of Rule 8.2(1)(a) during such
            period of absence.


      (b)   If a MEMBER who is on approved temporary leave,
            becomes disabled or dies during such period, the
            death benefits referred to in Rule 5.1 and the disability
            benefit referred to in Rule 6 of Annexure D shall
            become payable. The benefit shall be calculated as if
            the death or disability occurred immediately prior to the
            date on which the temporary absence commenced.


(3)   Reinstatement of membership upon return to Service


      If a MEMBER leaves SERVICE and within twelve months
      returns to SERVICE and before any benefit has been paid to
      or in respect of him by the FUND, or if a benefit has been paid
      to him and it is paid back to the FUND together with interest at
      a rate determined by the TRUSTEES, he shall immediately
      become a MEMBER again and his MEMBER’S SHARE shall
      be reinstated.
                                    - 21 -

4.   RETIREMENT


     4.1   Normal Retirement


           (1)   If a MEMBER retires from SERVICE on his NORMAL
                 RETIREMENT DATE he shall receive a PENSION vesting on
                 his NORMAL RETIREMENT DATE, secured by utilising his
                 ADJUSTED MEMBER'S SHARE, less the amount of any
                 lump sum benefit paid in terms of Rule 4.5(1), based on a
                 conversion factor applicable to his NORMAL RETIREMENT
                 AGE, as decided by the TRUSTEES acting on the advice of
                 the ACTUARY and subject to the provisions of Rule 4.5(2).


           (2)   The PENSION shall be deemed to commence on the
                 MEMBER'S NORMAL RETIREMENT DATE and the first
                 payment of the PENSION shall be due at the end of such
                 month.


     4.2   Early Retirement


           (1)   If a MEMBER retires from SERVICE in the ten years prior to
                 his NORMAL RETIREMENT DATE, or 15 years in the case of
                 a   female   MEMBER         who   entered   SERVICE   prior   to
                 3 March 1985 and whose NORMAL RETIREMENT AGE prior
                 to 1 July 2001 was age 60 years, such MEMBER shall receive
                 a PENSION vesting on the first day of the following month
                 secured by utilising his ADJUSTED MEMBER'S SHARE, less
                 the amount of any lump sum benefit paid in terms of
                 Rule 4.5(1), based on a conversion factor applicable to his
                 age at the actual date of such early retirement, as decided by
                 the TRUSTEES acting on the advice of the ACTUARY,
                 subject to the provisions of Rule 4.5(2).
                                - 22 -

      (2)    The PENSION shall commence on the first day of the month
             following the MEMBER’S actual retirement and the first
             payment of the PENSION shall be due at the end of such
             month.


4.3   Early Ill-Health Retirement


      A MEMBER who leaves SERVICE due to ill-health but who is not
      entitled to benefits in terms of Rule 6 shall be entitled to benefits in
      terms of Rule 7.


4.4   Late Retirement


      (1)    Subject to the consent of the EMPLOYER, a MEMBER who
             has reached his NORMAL RETIREMENT DATE may remain in
             SERVICE, but no further contributions by or on behalf of the
             MEMBER shall be made.


      (2)    Upon retirement after his NORMAL RETIREMENT DATE a
             MEMBER shall receive a PENSION vesting on the first day of
             the following month secured by utilising his ADJUSTED
             MEMBER'S SHARE, less the amount of any lump sum benefit
             paid in terms of Rule 4.5(1), based on a conversion factor
             applicable to his age at the actual date of such late retirement
             as determined by the TRUSTEES acting on the advice of the
             ACTUARY, subject to the provisions of Rule 4.5(2). The first
             payment of the PENSION shall be due at the end of the
             month following the MEMBER’S actual retirement.


4.5   Lump Sum Benefit and Pension Options


      (1)    At the request of a retiring MEMBER made at the time of
             retirement, the TRUSTEES shall commute for a MEMBER up
                         - 23 -

      to one-third of his ADJUSTED MEMBER’S SHARE (or up to
      the whole thereof if allowed by income tax legislation) as a
      lump sum, payable on the first day of the month immediately
      following the MEMBER'S retirement from SERVICE.          The
      balance of the ADJUSTED MEMBER'S SHARE, if any, shall
      be made available to secure a PENSION in terms of the
      relevant provisions of the RULES.


(2)   A retiring MEMBER who becomes eligible in terms of these
      RULES to receive a PENSION, may elect either


      (a)   that his PENSION be purchased as an annuity or
            annuities from an INSURER in terms of Rule 4.5(3);


            or


      (b)   that his PENSION be paid from the FUND, in which
            case


            (i)    the terms and conditions of these RULES shall
                   apply unaltered;


                   and


            (ii)   the PENSION payable from the FUND in
                   respect of him, shall be allocated to the
                   Pensions Account in terms of Rule 2.5(1)(b) and
                   shall be applied in terms of Rule 2.5(3);


            or


      (c)   that
                          - 24 -

            (i)    a portion of his PENSION be purchased as an
                   annuity or annuities from an INSURER and that
                   the provisions of Rule 4.5(3) shall apply mutatis
                   mutandis to that portion of the PENSION;


                   and


            (ii)   the remaining portion of his PENSION be paid
                   from the FUND and that accordingly


                   (aa)     the terms and conditions of these RULES
                            shall apply unaltered;


                            and


                   (bb)     the portion of his PENSION to be paid
                            from the FUND shall be allocated to the
                            Pensions     Account     in   terms     of
                            Rule 2.5(1)(b) and shall be applied in
                            terms of Rule 2.5(3).


      It is specifically provided that the provisions of this Rule are
      subject to the requirements of the REVENUE AUTHORITIES.


(3)   If a retiring MEMBER elects the option provided for in
      Rule 4.5(2)(a) or Rule 4.5(2)(c)(i), such PENSION shall be
      purchased as an annuity or annuities in his name from an
      INSURER chosen by him.             The terms and conditions
      applicable to such annuity or annuities, including options
      elected by the MEMBER and the determination of any
      benefits arising on his death, shall be agreed between the
      MEMBER and the INSURER and shall be set out in writing by
      the INSURER; provided that:
                    - 25 -



(a)   the annuity or annuities so purchased shall be
      compulsory, non-commutable, non-assignable and
      payable for life;


(b)   the purchase of more than one annuity shall be subject
      to     any   further   requirements   of   the    REVENUE
      AUTHORITIES; and


(c)   on the purchase of an annuity or annuities in terms of
      this Rule, the FUND shall have no further liability in
      respect of the MEMBER, such liability resting with the
      INSURER from whom the annuity or annuities are
      purchased; provided that in the case of a MEMBER
      who elects the option provided for in Rule 4.5(2)(c), the
      FUND shall have no further liability in respect of that
      part    of   the    PENSION    purchased     in   terms   of
      Rule 4.5(2)(c)(i).
                                    - 26 -

5.   DEATH


     5.1   Benefit Payable on Death of a Member while in Service


           (1)   Upon the death of a MEMBER while in SERVICE, subject to
                 the provisions of Rule 10.3(f), his ADJUSTED MEMBER’S
                 SHARE shall become payable to his BENEFICIARIES as an
                 annuity or annuities; provided that the person or persons
                 entitled to the benefit may commute the whole or a part of
                 such benefit for a lump sum.


           (2)   An annuity which becomes payable in terms of Rule 5.1(1)
                 shall be purchased by the FUND in the name of the person
                 entitled to the benefit from an INSURER, and thereafter the
                 FUND shall have no further liability in respect of the benefit
                 payable to such person, such liability resting with the
                 INSURER from whom such annuity or annuities are
                 purchased. The annuity or annuities so purchased shall be
                 compulsory, non-commutable and non-assignable, payable
                 for life and the purchase shall be subject to any further
                 requirements of the REVENUE AUTHORITIES if more than
                 one annuity is purchased.


     5.2   Death after retirement


           On the death of a PENSIONER who retired in terms of the provisions
           of Rules 4.1 to 4.4, 6 or 7.2(3), his PENSION shall cease as
           provided for in Rule 9.1(3). The following benefits shall be payable:


           (a)   a lump sum of R2 000, or such other amount as decided by
                 the TRUSTEES from time to time, subject to the maximum
                 amount permitted in terms of income tax legislation;
                         - 27 -

(b)   a PENSION to his QUALIFYING SPOUSE, equal to 75% of
      the   PENSION       payable    immediately   prior   to   the
      commencement of the PENSION to the QUALIFYING
      SPOUSE;


(c)   a PENSION to the QUALIFYING CHILDREN of the
      PENSIONER, equal to a percentage of the PENSIONER'S
      PENSION as described in (b) above, in accordance with the
      following table:


      Number of                   Percentage of
      QUALIFYING                  PENSIONER'S PENSION
      CHILDREN                    described in (b) above


      1                           10,0%
      2                           15,0%
      3                           20,0%
      4 or more                   25,0%


      If there is no QUALIFYING SPOUSE, the PENSION to the
      QUALIFYING CHILDREN shall be double the PENSION that
      would have been payable if there had been a QUALIFYING
      SPOUSE;


(d)   after the last payment of a PENSION to a PENSIONER,
      QUALIFYING SPOUSE and/or QUALIFYING CHILDREN has
      been made, the TRUSTEES shall deduct the total amount
      paid to the PENSIONER, his QUALIFYING SPOUSE and
      QUALIFYING CHILDREN, including any amount which may
      have been paid in a lump sum and, if applicable, that part of
      the PENSION purchased as an annuity or annuities in terms
      of Rule 4.5(2)(c)(i), from the amount of the ADJUSTED
      MEMBER’S SHARE. Should there be any positive difference,
      such positive difference shall be paid in accordance with
      Rule 5.4.
                              - 28 -



5.3   Payment of Pensions to Qualifying Spouses and Qualifying
      Children


      (1)   If the deceased PENSIONER leaves more than one
            QUALIFYING SPOUSE, the TRUSTEES shall decide to
            which of them and in what proportion the benefits shall be
            paid; provided that the total QUALIFYING SPOUSES'
            PENSIONS payable shall not be more than the PENSION that
            would have been payable had there only been one
            QUALIFYING SPOUSE.


      (2)   PENSIONS in respect of the QUALIFYING CHILDREN of a
            PENSIONER shall be paid to or for the benefit of such
            QUALIFYING      CHILDREN in      such   proportions as the
            TRUSTEES may decide.


5.4   Payment of Benefit


      Payment of any death benefit which is not expressed to be paid to a
      particular person shall be made in terms of Section 37C of the ACT.
      (The contents of Section 37C of the ACT are contained in
      Annexure A to the RULES).
                                   - 29 -

6.   DISABLEMENT


     Should a MEMBER leave SERVICE as a result of injury or illness and
     receive a disability benefit from the BENEFIT POLICY, such MEMBER shall
     receive a PENSION vesting on the first day of the following month. Such
     PENSION shall be secured by utilising his ADJUSTED MEMBER’S
     SHARE, based on a conversion factor applicable to his age at the date of
     such early retirement, as decided by the TRUSTEES acting on the advice
     of the ACTUARY and subject to the provisions of Rules 4.5(2) and 9.5. If
     such PENSION does not exceed the amount which, in terms of income tax
     legislation, may be commuted in full, the MEMBER shall not receive the
     PENSION but shall have paid to him an amount equal to his ADJUSTED
     MEMBER’S SHARE.
                                       - 30 -

7.   WITHDRAWAL FROM SERVICE


     7.1   Cash Withdrawal Benefit


           (1)   If a MEMBER leaves SERVICE prior to his NORMAL
                 RETIREMENT DATE in circumstances which are not
                 specifically provided for elsewhere in these RULES, an
                 amount equal to the ADJUSTED MEMBERS' SHARE shall
                 become payable, subject to the conditions of Rule 9.5.


           (2)   The benefit in terms of this Rule shall be paid to the MEMBER
                 as a lump sum. Subject to the provisions of Rule 9.5(3)(a),
                 payment shall be made as soon as possible after the date of
                 his leaving SERVICE.


           (3)   Instead of receiving the benefit entirely as a lump sum, the
                 MEMBER may transfer all or, subject to (b) below, part of the
                 benefit   to    another        APPROVED       PENSION       FUND,
                 PRESERVATION              PENSION        FUND,           APPROVED
                 PROVIDENT FUND or APPROVED RETIREMENT ANNUITY
                 FUND; provided that


                 (a)   in the case of transfer to an APPROVED PROVIDENT
                       FUND, the amount so transferred shall be less any tax
                       payable thereon; and


                 (b)   transfer to a PRESERVATION PENSION FUND is
                       subject    to     the    requirements   of   the    REVENUE
                       AUTHORITIES as specified from time to time.


     7.2   Deferred Pension


           (1)   If a MEMBER leaves SERVICE after at least 10 years of
                 FUND membership under the conditions described in
                        - 31 -

      Rule 7.1(1) and he prefers not to take a part of his benefit in
      cash, he will become entitled to a benefit equal to his
      ADJUSTED MEMBER'S SHARE, which will be preserved in
      terms of the provisions below.


(2)   Where a MEMBER preserves his benefit in terms of (1)
      above,   such     MEMBER       will    become      a    DEFERRED
      PENSIONER and his benefits shall be determined as follows:


      (a)   the ADJUSTED MEMBER'S SHARE shall form the
            opening balance of his Share Account at the date of
            withdrawal from SERVICE;


      (b)   no further contributions will be payable by or on behalf
            of the DEFERRED PENSIONER after the date of his
            withdrawal from SERVICE;


      (c)   the   ADJUSTED         MEMBER’S        SHARE        shall   be
            increased    or      decreased    by   the       INVESTMENT
            RETURN until the CALCULATION DATE;


      (d)   the DEFERRED PENSIONER shall only be entitled to
            benefits provided for under this Rule 7.2.


(3)   Upon the DEFERRED PENSIONER’S attainment of a
      retirement age in terms of Rule 4, he shall receive a
      PENSION vesting on the first day of the following month.
      Such DEFERRED PENSIONER shall be entitled to retirement
      benefits in terms of Rule 4 and shall, subject to the provisions
      of Rule 4.5(2), become a PENSIONER in terms of the RULES
      of the FUND.
                                      - 32 -

      (4)         On the death of a DEFERRED PENSIONER before the
                  PENSION in terms of (3) above becomes payable, his
                  ADJUSTED MEMBER'S SHARE, increased or decreased by
                  the INVESTMENT RETURN until the CALCULATION DATE,
                  shall be payable.


7.3         Transfer


            (1)        If a MEMBER is transferred abroad he shall remain a
                       MEMBER of the FUND for the first three years or the
                       initial period of transfer and contributions by both the
                       MEMBER and the EMPLOYER as set out in Rule 8 of the
                       main body of the RULES or, in the case of a DEFINED
                       BENEFIT MEMBER, as set out in Rule 8.1 of Annexure C
                       shall be payable; provided that:


                       (a)       if such MEMBER’S transfer is lengthened for a
                                 further period or to a period of longer than three
                                 years and the MEMBER starts to contribute to
                                 an     overseas    arrangement   for   retirement
                                 funding; or


                       (b)       if such MEMBER is compelled to contribute
                                 towards       an   overseas   arrangement      for
                                 retirement funding;


                       the contributions by and in respect of the MEMBER shall
                       cease and the MEMBER shall be regarded as being a
                       DEFERRED PENSIONER on the date on which
                       contributions to the FUND cease.


            (2)        If a MEMBER referred to in Rule 7.3(1) returns to South
                       Africa, the MEMBER shall rejoin the FUND as a
                     - 33 -

      contributing MEMBER of the FUND. In the case of a
      MEMBER other than a DEFINED BENEFIT MEMBER,
      his ADJUSTED MEMBER’S SHARE shall be reinstated
      as his MEMBER’S SHARE and in the case of a DEFINED
      BENEFIT MEMBER his PENSIONABLE SERVICE shall
      be reinstated at the date of return; provided that any
      period for which no contributions were made shall not be
      regarded as PENSIONABLE SERVICE.


(3)   If such MEMBER’S service is terminated during his
      overseas transfer, he shall be entitled to


      (a)       in the case of a MEMBER who is not a
                DEFINED BENEFIT MEMBER, the benefit
                referred to in Rule 7.1 of the main body of the
                RULES, or if he qualifies, in terms of Rule 7.2 of
                the main body of the RULES;


                or


      (b)       in the case of a DEFINED BENEFIT MEMBER,
                the     benefit   referred   to    in   Rule 7.1   of
                Annexure C, or if he qualifies, in terms of
                Rule 7.2 of Annexure C;


      and the provisions of Rule 7 of the main body of the
      RULES or Rule 7 of Annexure C, as applicable, shall
      apply to the payment of his benefit.


(4)   If such MEMBER dies during his overseas transfer, a
      benefit shall be payable equal to:
             - 34 -

(a)   in the case of a MEMBER by whom and in
      respect of whom contributions are made in
      accordance with Rule 8 of the main body of the
      RULES or who contributes in terms of Rule 8 of
      Annexure C, the benefit referred to


      (i)             in the case of a MEMBER who is not
                      a DEFINED BENEFIT MEMBER, in
                      Rule 5.1 of the main body of the
                      RULES; or


      (ii)            in the case of a MEMBER who is a
                      DEFINED BENEFIT MEMBER, in
                      terms of Rule 5.1 of Annexure C;
      or


(b)   in the case of a MEMBER who is not a
      DEFINED BENEFIT MEMBER and is regarded
      as a DEFERRED PENSIONER, his ADJUSTED
      MEMBER’S SHARE;


      or


(c)   in the case of a DEFINED BENEFIT MEMBER
      who        is     regarded    as    a    DEFERRED
      PENSIONER, the benefit in accordance with
      Rule 7.2.4 of Annexure C.
                                   - 35 -

8.   CONTRIBUTIONS


     8.1   Member Contributions


           (1)   Each     MEMBER      who     has    not    reached    NORMAL
                 RETIREMENT       DATE      shall   contribute   throughout   his
                 SERVICE an amount equal to 7,5% of his PENSIONABLE
                 EMOLUMENTS to the FUND.


           (2)   Contributions are deducted monthly from the MEMBER'S
                 remuneration.


           (3)   A MEMBER may make additional contributions to the FUND
                 on an annual or monthly basis, at a rate and frequency
                 agreed to with the TRUSTEES in order to secure greater
                 benefits or in respect of a period of past service.          The
                 additional contributions shall be credited to his MEMBER’S
                 SHARE.


           (4)   If a MEMBER'S PENSIONABLE EMOLUMENTS are reduced
                 for reasons other than a change in his work status from full-
                 time to part-time service, he may choose to continue
                 contributions based on his PENSIONABLE EMOLUMENTS
                 immediately prior to such reduction; provided that the
                 MEMBER notifies the TRUSTEES in writing of his intention
                 within one month of the date on which the MEMBER is
                 informed of such reduction. In this case such PENSIONABLE
                 EMOLUMENTS shall be regarded as the MEMBER'S
                 PENSIONABLE EMOLUMENTS for the purposes of the
                 RULES.


     8.2   Employer Contributions


           (1)   The EMPLOYER shall contribute the following amounts to the
                 FUND in respect of each MEMBER in its SERVICE who has
                 not reached NORMAL RETIREMENT DATE:
                                 - 36 -



            (a)    7,5%     of      each     MEMBER'S           PENSIONABLE
                   EMOLUMENTS which shall be applied towards the
                   MEMBER’S SHARE;


            (b)    2% of the lesser of each MEMBER’S PENSIONABLE
                   EMOLUMENTS and an amount determined in respect
                   of the MEMBER by the EMPLOYER from time to time
                   and notified in writing to the TRUSTEES; and


            (c)    the balance of the contribution of 2,1% of each
                   MEMBER’S PENSIONABLE EMOLUMENTS which is
                   not applied to provide additional death benefits.


      (2)   The    EMPLOYER         shall   contribute   such    amounts   as
            determined by the TRUSTEES from time to time, as may be
            necessary to eliminate an actuarial shortfall in the Pensions
            Account which is not met from the Employer Surplus Account
            in terms of Rule 2.6(3)(a), the amount of which shall be
            calculated by the ACTUARY.


8.3   Payment of Contributions


      Contributions are payable to the FUND monthly, in arrears.


      The EMPLOYER shall deduct the MEMBER’S contributions in terms
      of Rule 8.1 from the MEMBER’S remuneration at the end of each
      pay-period. The first deduction shall be that at the end of the pay-
      period during which the MEMBER became a MEMBER in terms of
      the   RULES.      These      contributions   and   the     EMPLOYER'S
      contributions in terms of Rule 8.2 shall be paid over to the FUND
      within seven days of the end of the calendar month to which such
      contributions relate, subject to the provisions of Section 13A of the
                         - 37 -

ACT. If contributions are not paid to the FUND as required in terms
of the ACT, the EMPLOYER shall be required to pay late payment
interest at the rate prescribed by legislation. Any such interest shall
be included in the INVESTMENT RETURN.
                                    - 38 -

9.   MISCELLANEOUS PROVISIONS REGARDING BENEFITS


     9.1   Payment of Benefits


           (1)   Amounts payable in respect of a MEMBER or PENSIONER
                 during his lifetime shall be paid to such MEMBER or
                 PENSIONER.


           (2)   PENSIONS are payable monthly.


           (3)   The first PENSION payment shall be due at the end of the
                 month in which:


                 (a)    a MEMBER retires or dies; or


                 (b)    a PENSIONER dies; and


                 the last payment shall be that due at the end of the month
                 preceding the month in which:


                 (a)    a PENSIONER dies;


                 (b)    the QUALIFYING SPOUSE dies in the case of a
                        QUALIFYING SPOUSE'S PENSION;


                 (c)    a QUALIFYING CHILD ceases to be a QUALIFYING
                        CHILD.


           (4)   Whenever     a    PENSION   commences,   is   changed   or
                 terminates, payments due at the end of the month concerned
                 will be made based on the circumstances which are
                 applicable at that date.
                          - 39 -

(5)   The TRUSTEES shall be entitled to request proof to their
      satisfaction as to the identity and right of any BENEFICIARY
      to any benefit before payment of any benefit is made to such
      BENEFICIARY. Each person in receipt of a PENSION from
      the FUND shall provide such evidence of his survival or
      continued eligibility as the TRUSTEES may require. If such
      evidence is not produced, the TRUSTEES may direct that
      payment of the PENSION be suspended until such evidence
      is produced.


(6)   When a benefit is payable to any BENEFICIARY, such benefit
      shall be paid over by means of electronic transfer to the bank
      account of the BENEFICIARY held at a banking institution
      registered in terms of the Banks Act, 1990 (Act No. 94 of
      1990), as amended, or, if such account does not exist, or if
      the BENEFICIARY neglected to provide the FUND with the
      particulars thereof, such benefit shall be paid by means of a
      cheque    or   cheques       which   shall     be   sent   to        the
      BENEFICIARY’S postal address by means of registered mail,
      or by such other method of payment as the TRUSTEES at the
      request   of   the     BENEFICIARY       may        approve.     The
      BENEFICIARY shall notify the FUND in writing of the
      particulars of his bank account and/or his postal address.


(7)   Late payment interest may be payable on any benefit due to a
      MEMBER or other BENEFICIARY on such MEMBER’S
      retirement, leaving SERVICE in terms of Rule 7 or death, or,
      subject to the provisions of the ACT, on any amount
      transferred for his benefit to another APPROVED PENSION
      FUND, APPROVED PROVIDENT FUND or APPROVED
      RETIREMENT          ANNUITY     FUND     or,    subject    to        the
      requirements   of    the     REVENUE     AUTHORITIES,           to    a
      PRESERVATION PENSION FUND. Any such interest shall
                                - 40 -

             be paid in accordance with the practice of the FUND. It is
             specifically provided that if a MEMBER who has left SERVICE
             in terms of Rule 7 elects to transfer his benefit to another
             APPROVED PENSION FUND, APPROVED PROVIDENT
             FUND, APPROVED RETIREMENT ANNUITY FUND or
             PRESERVATION PENSION FUND in terms of that Rule, any
             interest payable on such benefit shall be paid at a rate that is
             not less than the rate prescribed by legislation.


9.2   Payment other than Specified


      Notwithstanding a contrary provision contained in the RULES, if the
      TRUSTEES, in their absolute discretion, for some good and
      sufficient reason deem it not advisable to make payment of a benefit
      in the manner elsewhere provided for in these RULES, they may pay
      the benefit in one of the following ways:


      (a)    to a trustee contemplated in the Trust Property Control Act,
             1988 (Act No. 57 of 1988), for the benefit of the
             BENEFICIARY; and/or


      (b)    where any BENEFICIARY is a minor, to the curator or
             guardian of such BENEFICIARY, for the benefit of such
             BENEFICIARY; and/or


      (c)    where a BENEFICIARY is contractually incapacitated, to the
             curator of such BENEFICIARY, for the benefit of the
             BENEFICIARY.


      Any decision of the TRUSTEES in terms of this Rule may be varied
      by them from time to time in their discretion.


      Any lump sum payable in terms of Rule 5.1 may be paid in
      instalments subject to the provisions of Section 37C of the ACT.
                               - 41 -



      Any payment made in terms hereof shall not be made in a manner
      which is in conflict with the provisions of the ACT or the requirements
      of the REVENUE AUTHORITIES.


9.3   Limitation


      This Rule shall apply notwithstanding anything to the contrary
      contained in Rules 5 and 6:


      (1)   The TRUSTEES may after consultation with the ACTUARY
            reinsure the death benefits referred to in Rule 5.1 of
            Annexure C and Rule 5.1 of Annexure D with an INSURER.
            Such benefits shall be subject to the conditions imposed by
            the INSURER concerned and each MEMBER shall only be
            entitled to such benefits to the extent that the claim is
            accepted by the INSURER; provided that the TRUSTEES
            may, in their absolute discretion and after consultation with
            the ACTUARY, make provision for payment out of the Risk
            and Expenses Reserve Account of part of any benefit which
            has been reduced or for payment of the whole benefit, where
            the INSURER has refused to admit a claim in respect of any
            benefit.


      (2)   Any MEMBER whose benefit or any part thereof is restricted
            in terms of this Rule shall be informed of the extent of such
            restriction by the TRUSTEES.


      (3)   If the contributions in terms of Rule 8.2(1)(b) of Annexure D,
            together with any provision made for this purpose in the Risk
            and Expenses Reserve Account are not sufficient to provide
            the death benefits set out in Rule 5.1 and Rule 6 of
            Annexure D such benefits may be reduced to avoid a loss.
                               - 42 -

            Such reduction shall be determined by the TRUSTEES after
            consultation with the ACTUARY.


      (4)   If any part of the death benefits referred to in Rule 5.1 of
            Annexure C and Rule 5.1 of Annexure D is insured with an
            INSURER and the cover provided in terms of the policy
            issued by the INSURER is suspended or cancelled for
            reasons beyond the control of the TRUSTEES then that part
            of the death benefits in Rule 5.1 of Annexure C and Rule 5.1
            of Annexure D which was so insured shall not be payable by
            the FUND.


9.4   Benefits Inalienable


      (1)   Save to the extent permitted by the ACT, the Income Tax Act,
            1962, the Maintenance Act, 1998 and the Divorce Act, 1979,
            no benefit or right thereto provided for in the RULES, or right
            in respect of contributions made by or on behalf of a
            MEMBER or DEFERRED PENSIONER shall be capable of
            being reduced, transferred, ceded, pledged or hypothecated
            or be liable to attachment or subject to any form of execution
            under a judgement or order of court, or to the extent of not
            more than R3 000 per annum, be capable of being taken into
            account in the determination of a judgement debtor's financial
            position in terms of the Magistrates' Courts Act, 1944.


      (2)   If a person attempts to transfer, cede, pledge or hypothecate
            a benefit or right, the benefit shall, as the TRUSTEES may
            direct,   be   withheld     or   suspended;   provided   that   the
            TRUSTEES may direct that the benefit or part thereof be paid
            to one or more of the BENEFICIARY'S DEPENDANTS or to a
            guardian or trustee for the benefit of such DEPENDANT(S)
            during such period as they may determine.
                               - 43 -


      (3)   If the estate of any person entitled to a benefit in terms of the
            RULES is sequestrated or surrendered, the benefit shall,
            subject to the provisions of the ACT, not be deemed to form
            part of the assets of the insolvent estate of such person and
            may not in any way be attached or appropriated by the trustee
            of such person's insolvent estate or by his creditors,
            notwithstanding anything to the contrary in any law relating to
            insolvency.


9.5   Lien over Benefits


      (1)   Any benefit payable in respect of a BENEFICIARY in terms of
            the RULES on a MEMBER'S retirement or termination of
            membership for any reason may be subject to a deduction by
            the TRUSTEES in respect of the following:


            (a)    any housing loan granted to the MEMBER by the
                   EMPLOYER for any purpose referred to in Section
                   19(5)(a) of the ACT;


            (b)    any amount for which the FUND or the EMPLOYER is
                   liable under a guarantee furnished in respect of any
                   loan granted by some other person or body to the
                   MEMBER for any purpose referred to in Section
                   19(5)(a) of the ACT;


            (c)    compensation (including any legal costs recoverable
                   from the MEMBER) in respect of any damage caused
                   to the EMPLOYER as a result of any theft, dishonesty,
                   fraud or misconduct by the MEMBER and in respect of
                   which the MEMBER has in writing admitted liability to
                   the EMPLOYER, or judgement has been obtained
                   against the MEMBER in any court.
                           - 44 -


(2)   The TRUSTEES shall pay any amount so deducted to the
      EMPLOYER or such other person or body; provided that the
      total amount deducted in terms of (1)(a) and (b) above shall
      not exceed the amount which may be taken as a lump sum by
      a BENEFICIARY in terms of the Income Tax Act, 1962.


      It is further provided that the amount deducted in terms of
      (1)(c) above is not subject to any restriction other than as
      stipulated in the ACT.


(3)   Notwithstanding any other provisions of the RULES, in order to
      give effect to the provisions of this Rule:


      (a)    the TRUSTEES may where an EMPLOYER has
             instituted legal proceedings in a court of law and/or laid a
             criminal charge against the MEMBER concerned for
             compensation in respect of damage caused to the
             EMPLOYER as contemplated in Section 37D of the
             ACT, withhold payment of the benefit until such time as
             the matter has been finally determined by a competent
             court of law or has been settled or formally withdrawn;
             provided that


             (i)     the amount withheld shall not exceed the amount
                     that may be deducted in terms of Section
                     37D(b)(ii) of the ACT;


             (ii)    the TRUSTEES in their reasonable discretion are
                     satisfied that the EMPLOYER has made out a
                     prima facie case against the MEMBER concerned
                     and     there   is   reason    to   believe   that   the
                     EMPLOYER has a reasonable chance of success
                     in the proceedings that have been instituted;
                                 - 45 -



                   (iii)   the    TRUSTEES         are    satisfied   that   the
                           EMPLOYER is not at             any stage     of the
                           proceedings responsible for any undue delay in
                           the prosecution of the proceedings;


                   (iv)    once the proceedings have been determined,
                           settled or withdrawn, any benefit to which the
                           MEMBER is entitled is paid forthwith; and


                   (v)     the TRUSTEES, at the express written request of
                           a MEMBER whose benefit is withheld, may, if
                           applicable and practical, permit the value of the
                           MEMBER’S benefit as at the time of such request
                           to    be   isolated,   in   whatever   manner     the
                           TRUSTEES        believe     appropriate,   from   the
                           possibility of a decrease therein as a result of
                           poor investment performance.


            (b)    if a MEMBER is retiring on PENSION, the TRUSTEES
                   shall have the right to commute for a lump sum an
                   amount of the PENSION up to the maximum amount
                   which may be commuted in terms of Rule 4.5(1) or
                   Rule 4.3 of Annexure C and to make the deduction from
                   such lump sum.


9.6   Unclaimed Benefits


      If a benefit due under the FUND, other than a benefit payable in terms
      of Section 37C of the ACT, is not claimed within three years after the
      date on which it became due for payment, the benefit shall revert to
      the FUND; provided that if a potential BENEFICIARY approaches the
      FUND at any stage thereafter, the TRUSTEES shall consider his claim
                               - 46 -

      and if the circumstances so warrant, shall pay to the BENEFICIARY
      that part of the benefit, increased by such interest as they may allow,
      that as at the date of payment to the BENEFICIARY is in excess of
      any costs incurred by the FUND in the administration of such benefit
      and any amount referred to in Rule 9.13.


9.7   Greater Benefits and Escalation of Benefits


      (1)   The TRUSTEES shall, at the request of the EMPLOYER,
            increase any benefit payable to or in respect of any MEMBER
            on such basis as shall be determined after consultation with
            the ACTUARY, subject to such conditions as they may
            impose and subject to the approval of the REVENUE
            AUTHORITIES where necessary. The cost of such greater
            benefit shall be payable by the EMPLOYER.


      (2)   The TRUSTEES shall review the level of PENSIONS being
            paid from the FUND and may direct that PENSIONS and
            deferred PENSIONS be increased.                  Any increase in
            PENSIONS and deferred PENSIONS shall be paid in terms of
            the pension increase policy adopted by the TRUSTEES in
            consultation with the ACTUARY from time to time, and shall
            be payable from the date set out in the pension increase
            policy and subject to the minimum pension increase in terms
            of the ACT.


9.8   Transfers from or to other Funds


      (1)   The TRUSTEES may, after consultation with the ACTUARY
            and on conditions determined by them, approve special
            arrangements for the preservation of pension rights, which
            make provision, inter alia, for the following:
                  - 47 -

(a)   In respect of persons who were members of another
      APPROVED PENSION FUND or an APPROVED
      PROVIDENT FUND and who become MEMBERS of
      the FUND:


      (i)     for the amendment of the conditions of the
              FUND in respect of such MEMBERS, having
              regard to the conditions that applied to such
              MEMBERS under such other fund;


      (ii)    in the case of DEFINED BENEFIT MEMBERS,
              for the recognition of certain periods of former
              service as PENSIONABLE SERVICE or for
              additional PENSIONS in recognition of any
              former service;


      (iii)   for the payment by such persons or such other
              fund of contributions in respect of recognition of
              such   former       service   or   such   MEMBER’S
              benefits.


(b)   In respect of a person who was a MEMBER of the
      FUND and within six months of his withdrawal from the
      FUND becomes a member of                    an APPROVED
      PENSION FUND, APPROVED PROVIDENT FUND or
      APPROVED RETIREMENT ANNUITY FUND:


      (i)     that no withdrawal benefit shall be paid by the
              FUND        under   Rule 7    in   respect   of   such
              MEMBER;


      (ii)    for the payment to such other fund of an amount
              not less than the value of the withdrawal benefit
                           - 48 -

                      that the MEMBER would otherwise have been
                      entitled to in terms of Rule 7.1 and not greater
                      than the ADJUSTED MEMBER'S SHARE in the
                      case of a MEMBER other than a DEFINED
                      BENEFIT MEMBER; provided that in the case of
                      transfer to an APPROVED PROVIDENT FUND,
                      the amount so transferred shall be less any tax
                      payable thereon.


(2)   Notwithstanding any other provisions of these RULES, in the
      event of a transfer of an EMPLOYER’S business in terms of
      Section 197 of the Labour Relations Act, the following shall
      apply:


      (a)      if a MEMBER affected by such transfer becomes a
               member of an APPROVED PENSION FUND or an
               APPROVED PROVIDENT FUND established for the
               benefit of the employees of the organisation into which
               the business of his EMPLOYER has been transferred,
               the TRUSTEES shall pay to such APPROVED
               PENSION FUND or APPROVED PROVIDENT FUND
               an amount equal to:


               (i)    in the case of a MEMBER who is not a
                      DEFINED BENEFIT MEMBER, his ADJUSTED
                      MEMBER’S SHARE (less, in the case of
                      transfer to an APPROVED PROVIDENT FUND,
                      any tax payable thereon);


                      or


               (ii)   in the case of a DEFINED BENEFIT MEMBER,
                      his actuarial reserve (less, in the case of transfer
                   - 49 -

              to an APPROVED PROVIDENT FUND, any tax
              payable       thereon),   as   determined   by   the
              ACTUARY at the date on which the MEMBER
              becomes a member of such APPROVED
              PENSION FUND or APPROVED PROVIDENT
              FUND, increased until the date of transfer by
              interest at a rate determined by the TRUSTEES,
              after consulting the ACTUARY;


       or


(b)    if the circumstances contemplated in (a) above do not
       exist, the TRUSTEES shall arrange for an amount to
       be transferred to an APPROVED RETIREMENT
       ANNUITY FUND for the benefit of the MEMBER, such
       amount being equal to:


       (i)    in the case of a MEMBER who is not a
              DEFINED BENEFIT MEMBER, his ADJUSTED
              MEMBER’S SHARE;


              or


       (ii)   in the case of a DEFINED BENEFIT MEMBER,
              his actuarial reserve, as determined by the
              ACTUARY at the date on which the MEMBER
              becomes a member of such APPROVED
              RETIREMENT ANNUITY FUND, increased until
              the date of transfer by interest at a rate
              determined by the TRUSTEES, after consulting
              the ACTUARY.


On finalisation of the transfer of his benefit in terms of (a) or
(b) above, the MEMBER shall cease to be a MEMBER of the
FUND.
                                   - 50 -


9.9    Currency


       Contributions and benefits are payable in the currency of the
       Republic of South Africa.


9.10   Moneys not to revert to Employer


       The EMPLOYER shall not derive any monetary advantage from
       moneys paid into or out of the FUND and no moneys shall become
       the property of the EMPLOYER other than expressly provided for in
       these RULES.


9.11   Interpretation of Rules and Disputes


       (1)   The decision of the TRUSTEES as to the meaning of or
             interpretation of these RULES or of any particular Rule or part
             of a Rule shall be final and binding on the EMPLOYERS,
             MEMBERS and every person claiming to be entitled to a
             benefit under these RULES, subject to the provisions of
             Section 30A of the ACT.


       (2)   Any question which may arise with regard to a claim by any
             person under these RULES shall be decided by the
             TRUSTEES, subject to the provisions of Section 30A of the
             ACT.


       (3)   If any person affected by a decision of the TRUSTEES in
             terms of (1) or (2) above is dissatisfied with the decision, he
             shall have the right to lodge a written complaint as envisaged
             in Section 30A of the ACT.              If such person remains
             dissatisfied   he     may      lodge   his   complaint   with   the
             ADJUDICATOR which shall be dealt with in accordance with
             Sections 30D to 30P of the ACT.
                               - 51 -



       (4)   The EMPLOYER, the TRUSTEES (or one or more of their
             number), or any other person having a complaint or dispute of
             fact or law shall, notwithstanding anything to the contrary in
             these RULES, have the right to invoke the complaint
             procedures in accordance with the ACT.


9.12   Special Provisions applicable with effect from 2 October 2000


       (1)   If the PENSION payable to a QUALIFYING SPOUSE who is in
             receipt of a PENSION on 2 October 2000 had previously been
             reduced as a result of       the QUALIFYING SPOUSE’S
             remarriage, in terms of the RULES as they applied prior to
             1 December    1997,    the   PENSION      payable   to   such
             QUALIFYING SPOUSE shall be increased to the level which
             would have been payable on 2 October 2000, if such reduction
             had not been applied; provided that such revised PENSION
             shall only be payable with effect from 2 October 2000 and no
             adjustment shall be made to the PENSION which was paid to a
             QUALIFYING SPOUSE prior to this date.


       (2)   If the PENSION payable to a QUALIFYING CHILD who is in
             receipt of a PENSION on 2 October 2000 had previously been
             increased as a result of the remarriage of a QUALIFYING
             SPOUSE, in terms of the RULES as they applied prior to
             1 December    1997,    the   PENSION      payable   to   such
             QUALIFYING CHILD shall be reduced to the level which would
             have been payable on 2 October 2000, if such increase had not
             been applied; provided that such revised PENSION shall only
             be payable with effect from 2 October 2000 and no adjustment
             shall be made to the PENSION which was paid to a
             QUALIFYING CHILD prior to this date.
                               - 52 -

       (3)   This Rule shall not be applied retrospectively and no person
             who qualifies for benefits in terms of this Rule shall have any
             claim   whatsoever    for   benefits   hereunder,    prior   to
             2 October 2000.


9.13   Tracing Costs


       If any costs are incurred as a consequence of the TRUSTEES tracing
       any potential BENEFICIARIES whose benefits due under the FUND
       are unclaimed, such reasonable costs may be recovered from the
       benefits payable to such BENEFICIARIES.
                                     - 53 -

10.   MANAGEMENT OF THE FUND


      10.1   Board of Trustees


             (1)   The control, management and administration of the FUND
                   shall vest in a Board of TRUSTEES consisting of fourteen
                   persons,   of   which   seven     (hereinafter    referred    to   as
                   representatives of the EMPLOYER) shall be appointed by the
                   MAIN    EMPLOYER,          six   (hereinafter    referred    to    as
                   representatives of the MEMBERS) shall be elected by the
                   MEMBERS,        and   one    (hereinafter   referred    to    as   a
                   representative of the PENSIONERS) shall be elected by the
                   PENSIONERS.


             (2)   An alternate for each TRUSTEE may be appointed by the
                   MAIN   EMPLOYER or elected by the MEMBERS or
                   PENSIONERS depending on whether the TRUSTEE is a
                   representative of the EMPLOYER, the MEMBERS or the
                   PENSIONERS. Each such alternate shall act on behalf of the
                   TRUSTEE in respect of whom he has been appointed or
                   elected during the latter’s absence or inability to act as
                   TRUSTEE.


             (3)   The representatives of the MEMBERS and PENSIONERS
                   and their alternates shall be elected by ballot.             The six
                   candidates receiving the highest number of votes from the
                   MEMBERS shall be regarded as representatives of the
                   MEMBERS while the next six candidates shall serve as
                   alternatives. The candidate receiving the highest number of
                   votes from the PENSIONERS shall be regarded as the
                   PENSIONERS’ representative and the candidate receiving
                   the second highest number votes shall be his alternate.
                           - 54 -

      Where two or more MEMBERS have the same number of
      votes, the election, in respect of those MEMBERS shall be
      determined     by    a        draw.     When      a    MEMBERS'     or
      PENSIONERS' representative or alternate is elected, he shall
      remain, subject to the provisions of Rules 10.1(5) and 10.1(6)
      and his right to resign, a TRUSTEE or alternate for a period of
      three years, whereafter he shall retire from his position. A
      TRUSTEE or alternate who has retired in accordance
      herewith may be re-elected.


(4)   A casual vacancy on the Board of TRUSTEES in respect of a
      TRUSTEE or alternate appointed by the MAIN EMPLOYER,
      shall be filled by the MAIN EMPLOYER. A casual vacancy on
      the Board of TRUSTEES in respect of a TRUSTEE or
      alternate elected by the MEMBERS or the PENSIONERS,
      shall be filled by the Board of TRUSTEES after consultation
      with   the    representatives          of   the       MEMBERS     and
      PENSIONERS; provided that the person thus appointed shall
      retire at the same time as the TRUSTEE or alternate in whose
      place he was appointed, would have retired.


(5)   The MAIN EMPLOYER has the right at any time to remove
      one or more of his representatives on the Board of
      TRUSTEES and/or their alternates from office and to appoint
      new representatives and/or alternates in their place.             The
      MEMBERS have the right to remove one or more of their
      representatives on the Board of TRUSTEES and/or their
      alternates by way of a resolution made at a general meeting
      of MEMBERS called for this purpose by the Board of
      TRUSTEES at the request of at least one-third of the
      MEMBERS,       and       to    elect   new representatives      and/or
      alternates in their place.
                          - 55 -

      The PENSIONERS may remove their representative on the
      Board of TRUSTEES and/or his alternate by way of a
      resolution made at a general meeting of PENSIONERS called
      for this purpose by the Board of TRUSTEES at the request of
      at least one-third of the PENSIONERS, and to elect a new
      representative and/or alternate in his place.


(6)   Any TRUSTEE or any alternate shall cease to act as such if:


      (i)     he ceases to be a TRUSTEE in terms of Rules 10.1(3)
              or 10.1(5); or


      (ii)    he becomes mentally or physically incapable of acting;
              or


      (iii)   his estate is sequestrated or surrendered or assigned
              in favour of his creditors; or


      (iv)    he is convicted by a competent court of theft, fraud,
              forgery or any similar offence; or


      (v)     he is discharged by a competent court from any office
              of trust on account of misconduct; or


      (vi)    he is convicted by a competent court on any charge
              and sentenced to a prison term without the option of a
              fine.


(7)   A chairman shall be elected by the TRUSTEES from
      nominations which they have submitted.


      The outgoing chairman shall not have a vote during such
      election and, should the votes be equal, the matter shall be
      referred to the president of the Institute of Retirement Funds
      for a final decision.
                                - 56 -



             The following provisions shall apply to the chairman:


             (i)     he may not be a MEMBER or a TRUSTEE of the
                     FUND;


             (ii)    he must be younger than 70 years of age;


             (iii)   he shall be appointed for a period of 3 years; and


             (iv)    an outgoing chairman may present himself for re-
                     election but may not hold this office for more than three
                     terms.


       (8)   The quorum of the Board of TRUSTEES shall comprise six
             TRUSTEES of which three shall be representatives of the
             EMPLOYER. Such quorum shall be authorised to carry out
             any of the obligations of the Board of TRUSTEES in spite of
             any vacancy which may arise on the Board of TRUSTEES. In
             the case of absence of the chairman at any meeting, an
             acting chairman shall be elected by the TRUSTEES present.


10.2   Meetings of the Board of Trustees


       (1)   The chairman shall, when he deems it necessary, but at least
             once a year, convene a meeting of the Board of TRUSTEES
             in order to address the matters pertaining to the FUND.


             At all such meetings the decision of the majority shall be
             binding. The chairman of the meeting shall not have a normal
             vote but, should the votes be equal, he shall have a casting
             vote.
                                 - 57 -

       (2)    Any TRUSTEE may direct a written request to the chairman to
              convene a meeting of the Board of TRUSTEES in order to
              address matters set out in the request. If the chairman deems
              the request to be reasonable, he shall convene a meeting of
              the TRUSTEES as soon as possible, but in any event not
              more than 30 days after the request was received; provided
              that if the request enjoys the support of the majority of
              TRUSTEES and the chairman does not convene a meeting,
              the TRUSTEES may themselves convene a meeting after
              having informed the chairman of their intention to do so, and if
              a quorum is present the decision of the meeting shall be
              binding. At least 15 days’ notice of each ordinary meeting
              shall be given to each TRUSTEE; provided that at the
              discretion of the Board of TRUSTEES this notice period may
              be waived or reduced.


       (3)    Minutes of the meeting of the Board of TRUSTEES must be
              kept. At each meeting the minutes of the previous meeting
              must be signed by the chairman of the meeting after being
              approved by the meeting.


       (4)    A decision signed by more than half the Board of TRUSTEES,
              shall be as valid and binding as a decision taken at a meeting
              of the Board of TRUSTEES and must be noted as such. Any
              decision taken in terms of this provision must be ratified at the
              next TRUSTEES’ meeting.


10.3   Powers of the Board of Trustees


       Subject to the provisions of the ACT, the TRUSTEES shall be
       authorised to carry out the objects and purposes of the FUND in
       accordance with the RULES and, without prejudice to the general
       purport of this provision, shall have the following powers:
                         - 58 -



(a)   to receive, administer and apply the moneys of the FUND;


(b)   to enter into contracts in the name of the FUND and to sign
      such contracts or other documents on behalf of the FUND, to
      institute any legal action and to conduct, process, defend,
      settle or abandon any legal action or process instituted by or
      against the FUND;


(c)   to raise, borrow or lend moneys, at interest or otherwise, for
      the purposes of the FUND; provided that borrowing shall be
      limited to temporary loans for bridging unforeseen cash
      shortages or for taking advantage of attractive investment
      opportunities; provided further that the total amount of such
      loans shall be limited to 50% of the gross income of the FUND
      from all sources in the preceding financial year;


(d)   to acquire, hold, alienate or otherwise deal with any movable
      or immovable property for the use of the FUND; provided that
      any property in excess of the FUND'S own requirements at
      any stage may be let;


(e)   subject to the provisions of Section 19 of the ACT, to invest in
      immovable property and otherwise to invest, lend, put out at
      interest, place on deposit, make advances of, or otherwise
      deal with all moneys of the FUND upon such securities and in
      such manner as they may determine from time to time, and, in
      particular, to invest the whole or part of the moneys of the
      FUND, for such period and on such terms as they may
      determine, in an investment policy issued by an INSURER;
      provided that the TRUSTEES may delegate their powers to
      make investments of any nature to any person or persons, or
      to a financial institution as defined in the Financial Institutions
                        - 59 -

      (Protection of Funds) Act, 2001, or to a person approved in
      terms of Section 4(1)(a) of the Stock Exchanges Control Act,
      1985, and may defray expenses incurred as a result of such
      delegation out of the moneys of the FUND;


(f)   to provide a guarantee in respect of a loan granted to a
      MEMBER by another person, for a purpose envisaged in
      Section 19(5)(a) of the ACT; provided that such guarantee
      shall be subject to the requirements of the REGISTRAR;


      provided further that a MEMBER who is in receipt of a loan
      from the FUND on 1 November 1996, as envisaged in Section
      19(5) of the ACT, may elect to leave such loan with the FUND
      or to apply for a loan from another person as determined by
      the TRUSTEES and to settle the loan with the FUND, in which
      case the provisions of the first paragraph above shall apply.


      A loan granted to a MEMBER by the FUND or a loan granted
      to the MEMBER by another person and in respect of which
      the FUND has provided a guarantee, shall be repaid
      immediately on termination of the MEMBER'S SERVICE, and
      may in accordance with Rule 9.5 of the RULES and
      Section 37D of the ACT, be deducted from any benefit
      payable to which the MEMBER or his BENEFICIARY may be
      entitled, and paid to the FUND or the other person who
      granted the loan, as the case may be. If the MEMBER is in
      receipt of a PENSION, the TRUSTEES may commute part of
      the PENSION for a lump sum in accordance with Rule 9.5, on
      the advice of the ACTUARY, to settle the loan.


(g)   to reinsure with an INSURER any benefit provided by the
      FUND to its MEMBERS and/or PENSIONERS and to act on
      behalf of the FUND and the MEMBERS in all negotiations
      with such INSURER;
                           - 60 -



(h)   to delegate any of their powers and obligations to a sub-
      committee or any other person or persons, subject to such
      conditions they may determine;


(i)   to make, amend and rescind regulations in respect of any
      matter concerning the FUND, provided that such regulations
      are compatible with the RULES;


(j)   in general to take such steps as are, in their discretion,
      conducive to the attainment of the objects of the FUND.


(k)   (aa)   Notwithstanding the provisions of Rule 10.3(e), the
             investment powers of           the TRUSTEES may be
             delegated by the TRUSTEES to each MEMBER of the
             FUND on such terms and conditions and in accordance
             with such procedures as the TRUSTEES may
             prescribe from time to time. These terms, conditions
             and procedures include but are not limited to:


             (i)    the right of the TRUSTEES to determine, and
                    change from time to time, the number, range
                    and composition of any investment portfolios
                    from which a MEMBER may elect to invest all or
                    part     of     his   MEMBER'S   SHARE      and/or
                    contributions paid by and in respect of him;


             (ii)   the right of the TRUSTEES, in their sole
                    discretion, to take into account any charges
                    incurred in connection with any investment
                    choice made by a MEMBER when determining
                    the INVESTMENT RETURN in respect of that
                    MEMBER;
                                 - 61 -


                    (iii)   in the case of a MEMBER who does not elect
                            within     such     timeframe    specified   by         the
                            TRUSTEES, an investment portfolio in respect
                            of all or part of his MEMBER'S SHARE and/or
                            contributions paid by and in respect of him, the
                            right of the TRUSTEES to invest the assets
                            relating    to    his   MEMBER’S      SHARE        in    a
                            moderate balanced portfolio which continues to
                            operate on the smoothed bonus principle.


             (bb)   The TRUSTEES shall take reasonable steps to ensure
                    that MEMBERS are adequately informed of their
                    investment       choices    available   to   them    and        the
                    consequences of their decisions.             The TRUSTEES
                    shall in no way advise, influence or assist MEMBERS
                    in making their choices, such advice to be obtained by
                    MEMBERS from their personal financial planners or
                    such other financial advisors as the TRUSTEES may
                    from time to time arrange for the benefit of MEMBERS.


             (cc)   Whilst the TRUSTEES shall take reasonable steps to
                    ensure that the interests of all MEMBERS are
                    protected, the TRUSTEES and the FUND shall not be
                    liable for any loss, damage or prejudice suffered, or
                    alleged to be suffered, by any MEMBER or other
                    person claiming to be entitled to a benefit or any other
                    amount under the FUND, as a result of or in connection
                    with any investment choice made by a MEMBER.


10.4   Principal Officer


       (1)   The TRUSTEES shall appoint a principal officer and, if
             deemed necessary, any other staff subject to such terms and
                                 - 62 -

             conditions as they may determine.          Any such appointment
             may be changed by the TRUSTEES in their sole discretion.
             The TRUSTEES shall inform the REGISTRAR of the name of
             the principal officer.


             If the principal officer is absent from the Republic of South
             Africa for a period exceeding 30 days or is otherwise unable
             to perform his duties, the TRUSTEES must appoint another
             person to act as principal officer during the period of his
             absence or disability and must advise the REGISTRAR
             accordingly.


       (2)   The TRUSTEES may from time to time appoint a suitable
             person or body to attend to the day-to-day operation of the
             FUND.      Any such appointment may be changed by the
             TRUSTEES in their sole discretion.


10.5   Auditor


       (1)   The TRUSTEES shall appoint an AUDITOR, subject to the
             provisions of the ACT, and each such appointment shall
             remain in force for a period of twelve months unless the
             AUDITOR is discharged by the TRUSTEES or the AUDITOR
             withdraws the appointment prior to the expiry of such period
             of twelve months.


       (2)   The AUDITOR shall have access to all books, vouchers,
             accounts and other documents pertaining to the FUND and
             shall certify in writing the result of each audit.


10.6   Books of Account


       (1)   The TRUSTEES shall ensure that such accounts, entries,
             registers and records as are necessary for the proper
                                - 63 -

             management of the FUND are kept. The books of account
             shall be closed off as at the FUND ANNIVERSARY and be
             audited by the AUDITOR of the FUND.


       (2)   The accounts shall be approved by the TRUSTEES and a
             copy thereof shall be available for inspection by MEMBERS of
             the FUND and any other person having an interest in the
             FUND.


10.7   Actuary


       The TRUSTEES shall appoint an ACTUARY as the valuator of the
       FUND in terms of the ACT, subject to the consent of the
       REGISTRAR, and such appointment shall remain in force until
       rescinded by the TRUSTEES or withdrawn by the ACTUARY.


10.8   Actuarial Valuations


       (1)   The TRUSTEES shall keep such registers and records as will
             enable the ACTUARY to undertake an actuarial valuation of
             the FUND at any time.


       (2)   The financial condition of the FUND shall be investigated and
             reported on by the ACTUARY at intervals not exceeding three
             years. The TRUSTEES shall forward a copy of such report to
             the REGISTRAR and shall cause a copy of such report or a
             summary thereof to be sent to every EMPLOYER participating
             in the FUND.


       (3)   If the valuation discloses that there is a deficit, the manner of
             funding the deficit shall be considered by the TRUSTEES and
             the MAIN EMPLOYER in consultation with the ACTUARY.
             The decision on how the deficit is to be funded shall be taken
                         - 64 -

      by the TRUSTEES on the advice of the ACTUARY and
      subject to the agreement of the MAIN EMPLOYER; provided
      that any deficit in respect of DEFINED BENEFIT MEMBERS
      and persons in receipt of PENSIONS from the FUND shall be
      met by the EMPLOYER and/or the Employer Surplus
      Account. If the valuation discloses that there is an actuarial
      surplus, the provisions of (4) or (5) below, as applicable, shall
      apply.


(4)   If a valuation as at the SURPLUS APPORTIONMENT DATE
      discloses that there is an actuarial surplus, such surplus shall,
      after meeting the costs of apportioning surplus in accordance
      with the ACT, be equitably apportioned between the
      stakeholders contemplated in the ACT in accordance with a
      scheme     for   apportionment      to    be   submitted   to   the
      REGISTRAR        within     18   months    after   the   SURPLUS
      APPORTIONMENT DATE, or such later date as approved by
      the REGISTRAR. Any amounts allocated to the MEMBERS
      and/or the EMPLOYER in terms of the surplus apportionment
      scheme shall be credited to the Employer Surplus Account
      and the Member Surplus Account established in terms of
      Rule 2.6 and Rule 2.7.


(5)   If a valuation after the implementation of a scheme for surplus
      apportionment in terms of (4) above discloses surplus, such
      amount shall be credited to the Employer Surplus Account
      and to the Member Surplus Account in terms of Section 15C
      of the ACT; provided that any surplus in respect of DEFINED
      BENEFIT MEMBERS and persons in receipt of PENSIONS
      from the FUND shall be credited to the Employer Surplus
      Account.
                                 - 65 -

10.9    Bank Account


        The TRUSTEES shall cause accounts to be opened in the name of
        the FUND at any registered banking institution and may from time to
        time authorise cheques, bills or other documents relating to such
        accounts and pertaining to the FUND to be signed or endorsed by
        any person as they deem fit.


        All moneys received by or on behalf of the FUND shall be paid into
        one of these accounts.


10.10   Records and Safe Custody of Securities


        (1)   The TRUSTEES shall ensure that complete records are kept
              of all the necessary particulars of the MEMBERS and any
              other persons entitled to benefits and of all other matters
              essential to the efficient administration of the FUND.


        (2)   All mortgage bonds, title deeds and other securities belonging
              to or held by the FUND shall, unless temporarily held in
              custody by others for the purposes of the FUND, be kept in
              safe custody in the safe or strongroom at the registered office
              of the FUND or at any registered financial institution approved
              by the REGISTRAR.


        (3)   All assets and securities belonging to or held by the FUND
              shall be registered in the name of the FUND or in the name of
              a nominee company approved by the REGISTRAR.


10.11   Signing of Documents


        The principal officer, and one other TRUSTEE so authorised by the
        TRUSTEES shall sign any agreement or document which is binding
                                  - 66 -

        on the FUND or which authorises action on behalf of the FUND;
        provided that documents to be deposited with the REGISTRAR shall
        be signed as prescribed in the ACT.


10.12   Indemnification


        In the interpretation of the RULES or in the execution of any duty
        entrusted to them in terms of the RULES, the TRUSTEES or any
        person to whom they have delegated any of their powers are not
        responsible for any consequence of their actions, except for a
        premeditated or intentional breach of trust.


10.13   Fidelity Insurance


        The TRUSTEES shall:


        (a)    insure the FUND against losses resulting from negligence,
               dishonesty or fraud of any of its officers (including the
               TRUSTEES) having the receipt or charge of moneys or other
               assets belonging to the FUND;


        (b)    obtain a written undertaking that any other person or party
               including the MAIN EMPLOYER has taken out insurance
               against losses resulting from the negligence, dishonesty or
               fraud of any other person having the receipt or charge of
               moneys or other assets belonging to the FUND.


 10.14 Expenses


        (1)    The costs incidental to the management and administration of
               the Fund, including the cost of audits, actuarial valuations and
               investment charges, shall be borne by the FUND.        For this
               purpose the EMPLOYERS shall make an additional monthly
                            - 67 -

      contribution   to     the      FUND,   currently    0,6 per   cent    of
      PENSIONABLE EMOLUMENTS or as agreed between the
      MAIN EMPLOYER and the Board of TRUSTEES from time to
      time.


(2)   In case where actions by the EMPLOYERS give rise to
      substantial, non-recurrent increases or decreases in cost (e.g.
      staff   reductions,     withdrawal     of   an     EMPLOYER),        the
      EMPLOYERS and the FUND shall compensate each other for
      additional costs or savings. Where FUND costs increase or
      decrease for other reasons, the MAIN EMPLOYER and the
      FUND may negotiate an adjustment in the percentage referred
      to in (1).


(3)   Expenses such as stamp duties, brokers’ commissions and
      other costs which arise directly from the investments of the
      FUND are excluded from any costs in terms of this Rule 10.14
      and shall continue to be borne by the FUND.
                                       - 68 -

11.   GENERAL


      11.1   Proof of Age and Particulars


             Every MEMBER must submit proof of age satisfactory to the
             TRUSTEES and furnish such other information as is required by the
             TRUSTEES. No benefits, other than benefits in terms of Rule 7.1,
             shall be paid in respect of any MEMBER until such proof of age has
             been submitted and such other information furnished.


      11.2   Beneficiaries are Deferred Creditors


             The BENEFICIARIES in terms of the RULES are deferred creditors
             of the FUND and their claim in their capacity as BENEFICIARIES
             shall not be met until the claims of ordinary creditors have been paid.


      11.3   Conditions of Service Unchanged


             (1)    Nothing contained in the RULES shall restrict the right of the
                    EMPLOYER to dismiss any EMPLOYEE, or the right of any
                    EMPLOYEE to leave the SERVICE of his EMPLOYER,
                    provided he fulfils the conditions of his service.


             (2)    No benefit, right or interest to which a MEMBER is or may
                    have been entitled in terms of the RULES shall be grounds for
                    a claim for damages in any action brought by such MEMBER
                    against the EMPLOYER or the FUND.


             (3)    Nothing contained in the RULES shall in any way affect the
                    right   of   a   MEMBER     or   his   DEPENDANT      to   claim
                    compensation or damages in terms of Common Law or any
                    law governing workman's compensation, and the benefits
                    payable in terms of the RULES shall not be reduced by any
                    payment made under any such law.
                                - 69 -


11.4   Registration and Approval


       The TRUSTEES shall apply for registration of the FUND in
       accordance with the provisions of the ACT and shall apply to the
       REVENUE AUTHORITIES for the approval of the FUND as a
       pension fund in terms of the Income Tax Act, 1962.


11.5   Amendments to the Rules


       (1)   The TRUSTEES may at any time amend the RULES by a
             majority of votes; provided that:


             (a)    the value of a MEMBER'S SHARE and the vested
                    benefits in respect of accumulated PENSIONABLE
                    SERVICE of DEFINED BENEFIT MEMBERS prior to
                    such amendment shall not be reduced;


             (b)    the amendment is approved by the MAIN EMPLOYER
                    should the amendment affect the MAIN EMPLOYER’S
                    financial obligation to the FUND;


             (c)    the amendment is not inconsistent with the provisions
                    of the ACT or of the Income Tax Act, 1962;


             provided that the limitations in (a) and (b) above shall not
             apply to amendments required to ensure that the FUND will
             be able to meet its obligations in terms of a certificate issued
             by the ACTUARY; and provided further that any amendment
             to the RULES affecting the financial basis of the FUND shall
             be referred to the ACTUARY before being adopted.


       (2)   The TRUSTEES shall submit all amendments to the RULES
             to the REGISTRAR and the REVENUE AUTHORITIES.
                                - 70 -


       (3)   Within six months after the FUND ANNIVERSARY the
             principal officer shall notify the MEMBERS of all amendments
             to the RULES registered during the latest financial year of the
             FUND.


11.6   Members may obtain Copies of Documents


       Every MEMBER shall on admission to membership be entitled to a
       copy of the RULES or to a summary thereof supplied at his request.
       Every MEMBER shall also be entitled on demand to inspect and
       make copies of the current RULES of the FUND, the latest accounts
       of the FUND and the latest valuation report by the ACTUARY.


11.7   Binding Power of Rules


       The provisions of the RULES and any regulation made thereunder
       by the TRUSTEES shall be binding on the EMPLOYER, the
       MEMBERS, the FUND and its officials, and any person who
       institutes a claim against the FUND.


11.8   Admission of Additional Employers


       Any organisation, company or body directly or indirectly related to
       the MAIN EMPLOYER which applies to participate in the FUND may
       be admitted as an EMPLOYER for the purposes of the RULES,
       subject to the approval of the MAIN EMPLOYER and the
       TRUSTEES on such conditions as they may determine.


11.9   Dissolution of Fund


       (1)   The FUND may be dissolved by the TRUSTEES, in which
             case the TRUSTEES shall appoint a liquidator, subject to the
             approval of the REGISTRAR.
                             - 71 -



      The liquidator shall allocate the balance in the Pensions
      Account    to    the    PENSIONERS       and       the     QUALIFYING
      SPOUSES and QUALIFYING CHILDREN in receipt of
      PENSIONS from the FUND, on a basis recommended by the
      ACTUARY and approved by the liquidator, and use each such
      PENSIONER'S, QUALIFYING SPOUSE’S and QUALIFYING
      CHILD’S allocation to purchase a pension from an INSURER.
      The conditions determined in respect of such pension shall as
      far as possible be equal to the PENSIONER'S, QUALIFYING
      SPOUSE’S or QUALIFYING CHILD’S PENSION.                           The
      liquidator shall allocate the balance of the assets of the FUND
      in an equitable manner, as recommended by the ACTUARY,
      amongst the MEMBERS participating in the FUND and the
      DEFERRED PENSIONERS, and each MEMBER'S and
      DEFERRED PENSIONER'S interest in the FUND shall be
      invested   in    such      person's   name    in    an     APPROVED
      RETIREMENT ANNUITY FUND of his choice, or in a
      PRESERVATION PENSION FUND; provided that transfer to
      a PRESERVATION PENSION FUND is subject to the
      requirements of the REVENUE AUTHORITIES as specified
      from time to time.


(2)   The liquidator may determine another method of allocating the
      assets of the FUND for the benefit of the MEMBERS,
      PENSIONERS, DEFERRED PENSIONERS, QUALIFYING
      SPOUSES and QUALIFYING CHILDREN, subject to the
      approval    of    the      REGISTRAR         and     the     REVENUE
      AUTHORITIES.


(3)   The FUND may further be dissolved:


      (a)   in terms of an order of a court;
                         - 72 -



             or


      (b)    if the EMPLOYERS unanimously decide that the FUND
             should be dissolved, subject to giving six months’
             notice to the TRUSTEES and MEMBERS;


             or


      (c)    if the MAIN EMPLOYER ceases to do business for any
             reason; provided that if the MAIN EMPLOYER ceases
             to do business due to reconstruction or amalgamation,
             such reconstructed or amalgamated organisation shall
             have the right to take the place of the MAIN
             EMPLOYER in the FUND, in which case the FUND
             shall not otherwise be affected.


(4)   If the FUND is dissolved in terms of (3) above, the
      TRUSTEES shall appoint a liquidator, subject to the approval
      of the REGISTRAR.


(5)   Subject to the provisions of the ACT and the provisions of
      Rule 9.5, the liquidator shall decide in which manner the
      assets of the FUND shall be realised and, after consultation
      with the ACTUARY, in which manner the obligations of the
      FUND, including obligations and conditional obligations in
      respect     of   MEMBERS,       PENSIONERS,     DEFERRED
      PENSIONERS, QUALIFYING SPOUSES and QUALIFYING
      CHILDREN, shall be met.         The ACTUARY shall take the
      following into consideration:


      (a)    any PENSIONS or increases in PENSIONS payable to
             PENSIONERS,          QUALIFYING    SPOUSES       and
                        - 73 -

            QUALIFYING CHILDREN in terms of the RULES as
            well as any future QUALIFYING SPOUSE’S and
            QUALIFYING CHILDREN'S PENSIONS which may
            become payable at a later date due to the death of a
            PENSIONER;


      (b)   the interest of each MEMBER and DEFERRED
            PENSIONER as at the date of dissolution as well as
            any additional contributions transferred to the FUND by
            or on behalf of an EMPLOYER or assets to the FUND
            contributed by an EMPLOYER on the date on which he
            was admitted to the FUND as such; and


      (c)   any other obligations and liabilities.


      The liquidator shall arrange, where necessary, for the
      purchase of annuities from an INSURER in respect of the
      PENSIONS referred to in (a) above.


(6)   Any assets remaining in the FUND after the obligations
      referred to in (5) above have been met, shall be equitably
      divided amongst the MEMBERS, PENSIONERS, DEFERRED
      PENSIONERS, QUALIFYING SPOUSES and QUALIFYING
      CHILDREN by the liquidator and at his discretion; provided
      that all EMPLOYEES who left the SERVICE in the
      immediately preceding twelve months shall, for purposes of
      this Rule, be considered to be MEMBERS at the date of
      dissolution of the FUND; provided further, that benefits
      already paid to such EMPLOYEES prior to the dividing of the
      remaining assets shall be taken into consideration in
      determining the amount payable to such person.
                                 - 74 -

              It is specifically provided that the provisions of the Pension
              Funds Second Amendment Act, Act No. 39 of 2001, shall
              override any conflicting provisions in this Rule 11.9, in
              particular with regard to payment of minimum benefits and the
              rights of the stakeholders.


        (7)   If the FUND is terminated or dissolved under Section 28 of the
              ACT, all moneys remaining unclaimed for a period of six
              months from the date on which payment of benefits
              commenced after completion of all necessary formalities, shall
              be paid into the Guardian's Fund by the liquidator for the
              benefit of the BENEFICIARIES concerned, and thereafter
              there shall be no claim against the FUND or the EMPLOYER.
              The liquidator shall indicate in his final liquidation account the
              amount thus paid and shall simultaneously furnish the
              REGISTRAR with a certificate to the effect that all reasonable
              steps were taken to trace persons entitled to the amount. An
              auditor approved by the REGISTRAR shall certify the account
              as correct.


        (8)   If the FUND is wound up in terms of an order of court as
              envisaged in Section 29 of the ACT, and the winding-up order
              does not specifically make Section 410 of the Companies Act,
              1973, expressly applicable and makes no other prescription
              regarding how to deal with unclaimed moneys, the provisions
              of (7) above shall apply.


11.10   Withdrawal of an Employer


        (1)   Subject to the giving of three months' (or such shorter period
              as is accepted by the TRUSTEES) notice by the EMPLOYER
              concerned to the TRUSTEES and the MEMBERS employed
              by that EMPLOYER, an EMPLOYER may withdraw from the
              FUND in which case one of the following provisions shall
              apply:
                                    - 75 -


                 (a)   Subject to the provisions of (b) below, the provisions of
                       Rule 11.9 shall apply mutatis mutandis in respect of the
                       MEMBERS in the SERVICE of the EMPLOYER
                       concerned.


                 (b)   If such EMPLOYER decides to establish a new fund or
                       scheme or to participate in another fund or scheme for
                       the purpose of providing retirement benefits for
                       EMPLOYEES         who       are   members   thereof,   the
                       provisions of Rule 11.12 shall apply in respect of such
                       EMPLOYER.


        (2)      With the approval of, or, if requested by the MAIN
                 EMPLOYER, the TRUSTEES may request an EMPLOYER to
                 withdraw from the FUND as from a date specified by them in
                 which case the provisions of (1) above shall apply.


        (3)      If an EMPLOYER ceases to do business for any reason, such
                 cessation shall be deemed a withdrawal from the FUND by
                 such EMPLOYER for the purposes of this Rule, in which
                 event (1)(a) above shall apply.


11.11   Transfer or Amalgamation


        If an EMPLOYER'S operation is transferred to or amalgamated with
        that of any other organisation, one of the following provisions shall
        apply:


        (1)      If after such transfer or amalgamation there is no EMPLOYER
                 in terms of the RULES, such other organisation may:


                 (a)   replace such EMPLOYER in the FUND in which event
                       the FUND shall not otherwise be affected; or
                                 - 76 -



              (b)   decide that the FUND be dissolved in accordance with
                    Rule 11.9.


        (2)   Otherwise such other organisation may:


              (a)   continue contributions to the FUND in respect of the
                    existing MEMBERS at the time of such transfer or
                    amalgamation, subject to any conditions imposed by
                    the TRUSTEES after consultation with the ACTUARY;
                    in which case the FUND shall not be affected except
                    that "EMPLOYER" shall then include such new
                    organisation, and the provisions of the RULES shall
                    thereafter apply to all EMPLOYEES of the new
                    EMPLOYER who were MEMBERS of the FUND at the
                    time of such transfer or amalgamation; or


              (b)   withdraw from the FUND in which case Rule 11.10
                    shall, subject to the requirements of the REVENUE
                    AUTHORITIES, apply.


11.12   New Fund or Scheme


        (1)   If the EMPLOYER decides to establish an APPROVED
              PENSION FUND or an APPROVED PROVIDENT FUND for
              the principal purpose of providing retirement benefits for his
              EMPLOYEES or for certain of his EMPLOYEES, or to
              participate in another APPROVED PENSION FUND or
              APPROVED PROVIDENT FUND for this purpose, the
              TRUSTEES may, notwithstanding anything to the contrary in
              the RULES, apply each MEMBER'S and DEFERRED
              PENSIONER'S share of the FUND, as determined by the
              TRUSTEES after consultation with the ACTUARY, to obtain
                               - 77 -

            benefits for the MEMBERS and DEFERRED PENSIONERS
            concerned under the APPROVED PENSION FUND or
            APPROVED PROVIDENT FUND, in such manner as the
            TRUSTEES, after consultation with the ACTUARY and with
            the approval of the REGISTRAR, may decide, subject to the
            provisions of Section 14 of the ACT; and provided that
            sufficient arrangements are made in respect of PENSIONS
            referred to in Rule 11.9(5)(a).


      (2)   The EMPLOYER shall have the right to request that the
            PENSIONERS who were employed by him prior to their
            retirement, be transferred to the APPROVED PENSION
            FUND or APPROVED PROVIDENT FUND, in which case the
            TRUSTEES shall transfer the appropriate proportion of the
            Pensions Account, as determined by the ACTUARY, to such
            APPROVED PENSION FUND or APPROVED PROVIDENT
            FUND.


11.13 Transfer to another Fund in which the Employer participates


      With the agreement of the TRUSTEES, certain groups of MEMBERS
      may be allowed to transfer to another APPROVED PENSION FUND
      or APPROVED PROVIDENT FUND in which the EMPLOYER
      participates. In such case, the TRUSTEES, subject to the provisions
      of Section 14 of the ACT, shall transfer each such MEMBER'S share
      of the FUND, as determined by the TRUSTEES after consultation
      with the ACTUARY, to obtain benefits for the MEMBERS in terms of
      the rules of such APPROVED PENSION FUND or APPROVED
      PROVIDENT FUND.
                                     - 78 -

ANNEXURE A


                  PENSION FUNDS ACT, NO. 24 OF 1956
                                SECTION 37C


"37C. Disposition of pension benefits upon death of member


      (1)   Notwithstanding anything to the contrary contained in any law or in
            the rules of a registered fund, any benefit payable by such a fund
            upon the death of a member, shall, subject to a pledge in
            accordance with section 19(5)(b)(i) and subject to the provisions of
            sections 37A(3) and 37D, not form part of the assets in the estate of
            such a member, but shall be dealt with in the following manner:


            (a)   If the fund within twelve months of the death of the member
                  becomes aware of or traces a dependant or dependants of
                  the member, the benefit shall be paid to such dependant or,
                  as may be deemed equitable by the board, to one of such
                  dependants or in proportions to some of or all such
                  dependants.


            (b)   If the fund does not become aware of or cannot trace any
                  dependant of the member within twelve months of the death
                  of the member, and the member has designated in writing to
                  the fund a nominee who is not a dependant of the member, to
                  receive the benefit or such portion of the benefit as is
                  specified by the member in writing to the fund, the benefit or
                  such portion of the benefit shall be paid to such nominee:
                  Provided that where the aggregate amount of the debts in the
                  estate of the member exceeds the aggregate amount of the
                  assets in his estate, so much of the benefit as is equal to the
                  difference between such aggregate amount of debts and such
                  aggregate amount of assets shall be paid into the estate and
                         - 79 -

       the balance of such benefit or the balance of such portion of
       the benefit as specified by the member in writing to the fund
       shall be paid to the nominee.


(bA)   If a member has a dependant and the member has also
       designated in writing to the fund a nominee to receive the
       benefit or such portion of the benefit as is specified by the
       member in writing to the fund, the fund shall within twelve
       months of the death of such member pay the benefit or such
       portion thereof to such dependant or nominee in such
       proportions as the board may deem equitable: Provided that
       this paragraph shall only apply to the designation of a
       nominee made on or after 30 June 1989: Provided further
       that, in respect of a designation made on or after the said
       date, this paragraph shall not prohibit a fund from paying the
       benefit, either to a dependant or nominee contemplated in this
       paragraph or, if there is more than one such dependant or
       nominee, in proportions to any or all of those dependants and
       nominees.


(c)    If the fund does not become aware of or cannot trace any
       dependant of the member within twelve months of the death
       of the member and if the member has not designated a
       nominee or if the member has designated a nominee to
       receive a portion of the benefit in writing to the fund, the
       benefit or the remaining portion of the benefit after payment to
       the designated nominee, shall be paid into the estate of the
       member or, if no inventory in respect of the member has been
       received by the Master of the Supreme Court in terms of
       section 9 of the Estates Act, 1965 (Act No. 66 of 1965), into
       the Guardian's Fund.
                                 - 80 -

(2)   For the purpose of this section, a payment by a registered fund to a
      trustee contemplated in the Trust Property Control Act, 1988 (Act
      No. 57 of 1988), for the benefit of a dependant or nominee
      contemplated in this section shall be deemed to be a payment to
      such dependant or nominee.


(3)   Any benefit dealt with in terms of this section, payable to a minor
      dependant or minor nominee, may be paid in more than one
      payment in such amounts as the board may from time to time
      consider appropriate and in the best interests of such dependant or
      nominee: Provided that interest at a reasonable rate, having regard
      to the investment return earned by the fund, shall be added to the
      outstanding balance at such times as the board may determine:
      Provided further that any balance owing to such a dependant or
      nominee at the date on which he or she attains majority or dies,
      whichever occurs first, shall be paid in full.


(4)   (a)    Any benefit dealt with in terms of this section, payable to a
             major dependant or major nominee, may be paid in more than
             one payment if the dependant or nominee has consented
             thereto in writing: Provided that -


             (i)    the amount of the payments, intervals of payment,
                    interest to be added and other terms and conditions
                    are disclosed in a written agreement; and


             (ii)   the agreement may be cancelled by either party on
                    written notice not exceeding 90 days.


      (b)    If the agreement contemplated in paragraph (a) is cancelled
             the balance of the benefit shall be paid to the dependant or
             nominee in full."
                                     - 81 -

ANNEXURE B


                   PENSION FUNDS ACT, NO. 24 OF 1956
                                SECTION 19(5)


"19.5 Granting of loans by a registered fund to members by way of
     investment of its funds


     (a)   A registered fund may, if its rules so permit and subject to the
           regulations, grant a loan to a member by way of investment of its
           funds or furnish a guarantee in favour of a person other than the
           fund in respect of a loan granted or to be granted by such other
           person to a member to enable the member –


           (i)     to redeem a loan granted to the member against security of,
                   either a pledge by the member concerned to the fund of the
                   benefit contemplated in paragraph (c)(ii), or immovable
                   property which either belongs to the member or his or her
                   spouse or the member and his or her spouse and on which a
                   residence has been or will be erected which is occupied or, as
                   the case may be, will be occupied by the member or a
                   dependant of the member;


           (ii)    to acquire immovable property on which a residence has been
                   or will be erected, or to erect a residence on immovable
                   property in respect of which, either the member or his or her
                   spouse, or the member and his or her spouse has or have
                   obtained ownership or the right to ownership through a right of
                   occupation, for occupation by the member or a dependant of
                   the member; or


           (iii)   to make additions or alterations to or to maintain or repair a
                   residence of which ownership or the right to ownership was
                                 - 82 -

              obtained through a right of occupation by either the member
              or his or her spouse or the member and his or her spouse and
              which is occupied or will be occupied by the member or a
              dependant of the member,


      if the right of occupation of the immovable property or residence is
      secured by virtue of the operation of any custom or law, other than
      an agreement of lease or similar temporary measure, entitling such
      member, or his or her dependants, to the right of occupation of such
      immovable property or residence or any specified portion thereof.


(b)   A loan or guarantee by a fund, contemplated in paragraph (a), shall
      not be granted or furnished, respectively, after the commencement
      of the Pension Funds Amendment Act, 2001 –


      (i)     unless secured by –


              (aa)   a first mortgage on the immovable property in respect
                     of which the loan is granted; or


              (bb)   a pledge by the member concerned to the fund of the
                     benefits to which the member is entitled in terms of the
                     rules of the fund; or


              (cc)   both such mortgage and such pledge;


      (ii)    in respect of immovable property if the member concerned is
              liable to the fund in respect of a loan or guarantee granted or
              furnished in respect of the member in respect of other
              immovable property;


      (iii)   unless, in the case of a loan granted by the fund, the rate of
              interest on the loan is equal to or exceeds the rate of interest
              which may from time to time be prescribed by regulation;
                                - 83 -



      (iv)    in the case of a loan granted to the member by some other
              person in respect of which a guarantee has been furnished by
              the fund, or in respect of a loan by the fund to the member,
              unless the capital sum in respect of any such loan together
              with interest thereon, is redeemable over a period not
              exceeding 30 years in equal weekly or monthly instalments:
              Provided that if such period in a particular case extends
              beyond the normal retirement date of the member concerned,
              the outstanding balance of the loan on that date must be able
              to be repaid out of no more than one third of the total value of
              the benefit due to the member at that date.


(c)   A loan or guarantee contemplated in paragraph (a) shall not exceed,
      at the time it is granted or furnished, where it is secured in
      accordance with –


      (i)     paragraph (b)(i)(aa), 90 per cent of the fair value of the
              hypothecated immovable property concerned;


      (ii)    paragraph (b)(i)(bb), the lesser of the amount of –


              (aa)   the lowest benefit in terms of the rules which the
                     member would receive on termination of his or her
                     membership of the fund, nett of income tax as
                     envisaged in section 37D(a); or


              (bb)   the fair value of the immovable property concerned, or


      (iii)   paragraph (b)(i)(cc), the lesser amount of –


              (aa)   the amount equal to the aggregate of 90 per cent of the
                     fair value of the hypothecated immovable property
                                - 84 -

                   concerned and the amount of the lowest benefit in
                   terms of the rules which the member would receive on
                   termination of his or her membership of the fund, nett
                   of income tax as envisaged in section 37D(a); or


            (bb)   the fair value of the hypothecated immovable property
                   concerned.


(d)   The percentages referred to in subparagraphs (i) and (iii) of
      paragraph (c) may be increased to 100 per cent, subject to the
      furnishing to the fund by the employer of the member of an
      irrevocable guarantee in respect of so much of the loan or the
      amount of the guarantee as may exceed 90 per cent.


(e)   For the purposes of this section “immovable property” includes a
      land tenure right as defined in section 1 of the Upgrading of Land
      Tenure Rights Act, 1991 (Act No. 112 of 1991).”
                                     - 85 -

ANNEXURE C


SPECIAL PROVISIONS APPLICABLE TO DEFINED BENEFIT MEMBERS


The RULES shall be varied as follows in respect of DEFINED BENEFIT
MEMBERS:


1.   The following definitions shall apply for the purposes of this Annexure:


     ACCUMULATED CONTRIBUTIONS of a MEMBER : the sum of the
     contributions paid by the MEMBER in terms of the RULES, together with
     interest at a rate determined from time to time by the TRUSTEES after
     consultation with the ACTUARY;


     EXPECTED PENSION : in the case of a MEMBER at any particular date
     prior to his NORMAL RETIREMENT DATE, the PENSION calculated in
     terms of Rule 4.1 of this Annexure, based on his PENSIONABLE
     EMOLUMENTS at that date and the period of PENSIONABLE SERVICE to
     the NORMAL RETIREMENT DATE;


     FINAL SALARY : the highest average PENSIONABLE EMOLUMENTS
     during any continuous two years of PENSIONABLE SERVICE;


2.   Rule 3.3 shall be replaced by the following:


     3.3   Temporary Absence


           (1)    With full remuneration


                  Membership of the FUND and the benefits and contributions
                  payable shall not be affected by a MEMBER'S absence from
                  SERVICE while he is in receipt of his full normal remuneration
                  from the EMPLOYER.
                                     - 86 -



           (2)    Approved temporary absence


                  (a)    A DEFINED BENEFIT MEMBER who is permitted to
                         be absent with reduced remuneration or without
                         remuneration, shall make a choice in writing to
                         continue his contributions during such period of
                         absence. The choice shall be subject to the approval
                         of the EMPLOYER. Any period during such absence
                         for which no contributions are made, shall not be
                         considered as PENSIONABLE SERVICE.


                         The MEMBER’S contributions shall be determined in
                         accordance with his PENSIONABLE EMOLUMENTS
                         on the date the absence commenced.


                  (b)    If a DEFINED BENEFIT MEMBER who has made no
                         contributions, dies or becomes disabled during such
                         period of absence, the benefits in terms of Rule 5.1 or
                         Rule 6 of this Annexure as the case requires, shall be
                         paid. The benefit shall be calculated as if death or
                         disability occurred on the date that the last MEMBER’S
                         contribution was received.


3.   Rule 4 shall be replaced by the following:


     4.    PENSION BENEFITS


           4.1    Retirement on or after Normal Retirement Date


                  A MEMBER who retires from the full-time, permanent
                  SERVICE of the EMPLOYER on or after his NORMAL
                  RETIREMENT DATE shall receive an annual PENSION
                         - 87 -

      which is equal to 2,25% of his FINAL SALARY for each year
      of PENSIONABLE SERVICE calculated in years and
      completed months.


4.2   Early Retirement


      (1)   If a MEMBER leaves the SERVICE of the EMPLOYER
            at his own or the EMPLOYER’S request during the five
            year period between the ages of 60 and 65 years, and
            the EMPLOYER considers such withdrawal as early
            retirement, such MEMBER shall receive a full PENSION
            in terms of Rule 4.1; provided that if a MEMBER who
            has a NORMAL RETIREMENT AGE of 65 years leaves
            the SERVICE of the EMPLOYER at any stage during the
            five year period between the ages of 55 and 60 years (or
            in the case of a female MEMBER who entered
            SERVICE prior to 3 March 1985 and whose NORMAL
            RETIREMENT AGE prior to 1 July 2001 was age 60
            years, the ten year period between the ages of 50 and
            60 years) and the EMPLOYER considers such
            withdrawal to be early retirement, the MEMBER shall
            receive a PENSION calculated in accordance with
            Rule 4.1, reduced by 4 per cent per annum for the
            period from the date of retirement to the end of the
            month in which the MEMBER attains the age of 60
            years, calculated in years and completed months.


      (2)   Notwithstanding the provisions of (1) above


            (a)   a MEMBER who, on early retirement has
                  completed 40 years’ PENSIONABLE SERVICE,
                  shall not be subject to the reduction in
                  PENSION set out in (1) above;
                           - 88 -



                     and


            (b)      the    EMPLOYER      may       agree   with   the
                     TRUSTEES that part of the aforementioned
                     reduction shall not apply in which event the
                     costs thereof, determined by the ACTUARY,
                     shall be paid by the EMPLOYER to the FUND.


4.3   Commutation of Pension


      A MEMBER may, prior to his retirement, request that a
      maximum amount equal to one-third of the value of the
      PENSION to which he is entitled, as determined by the
      ACTUARY, be paid to the MEMBER in cash, in which case
      the PENSION to which the MEMBER is entitled, shall then be
      reduced proportionately.      If the PENSION to which the
      MEMBER is entitled is less than the maximum amount of
      annual PENSION that may, from time to time, be fully
      commuted for cash by an APPROVED PENSION FUND in
      terms of income tax legislation, the full value of the PENSION
      may be paid in cash, and the FUND shall thereafter have no
      further liability in respect of the MEMBER.


4.4   Pension Options


      (1)   A retiring MEMBER who becomes eligible in terms of
            this Appendix C to receive a PENSION, may elect
            either


            (a)      that his PENSION be purchased as an annuity
                     or annuities from an INSURER in terms of
                     Rule 4.4(2);
                   - 89 -



            or


      (b)   that his PENSION be paid from the FUND, in
            which case


            (i)      the terms and conditions of these RULES
                     shall apply unaltered;


                     and


            (ii)     the PENSION payable from the FUND in
                     respect of him, shall be allocated to the
                     Pensions     Account     in   terms    of
                     Rule 2.5(1)(b) and shall be applied in
                     terms of Rule 2.5(3).


(2)   If a retiring MEMBER elects the option provided for in
      Rule 4.4(1)(a), such PENSION shall be purchased as
      an annuity or annuities in his name from an INSURER
      chosen by him. The terms and conditions applicable to
      such annuity or annuities, including options elected by
      the MEMBER and the determination of any benefits
      arising on his death, shall be agreed between the
      MEMBER and the INSURER and shall be set out in
      writing by the INSURER; provided that:


      (a)   the annuity or annuities so purchased shall be of
            such amount as can be purchased by the
            actuarial reserve of the PENSION, as calculated
            by the ACTUARY, such calculation being based
            on the general assumptions as set out in the
            latest statutory valuation of the FUND but taking
                                      - 90 -

                                 into account the actual factors applicable to the
                                 MEMBER at the date of purchase including, in
                                 particular, any contingent liability with regard to
                                 payment of any benefit on the death of such
                                 person, but less any amount commuted in terms
                                 of Rule 4.3;


                         (b)     the annuity or annuities so purchased shall be
                                 compulsory, non-commutable, non-assignable
                                 and payable for life;


                         (c)     the purchase of more than one annuity shall be
                                 subject to any further requirements of the
                                 REVENUE AUTHORITIES; and


                         (d)     on the purchase of an annuity or annuities in
                                 terms of this Rule, the FUND shall have no
                                 further liability in respect of the MEMBER, such
                                 liability resting with the INSURER from whom
                                 the annuity or annuities are purchased.


4.   Rule 5 shall be replaced by the following:


     5.    DEATH


           5.1    Death of a Member in Service before the Normal
                  Retirement Date


                  If a MEMBER dies in the SERVICE of the EMPLOYER before
                  his NORMAL RETIREMENT DATE, the FUND shall pay the
                  following:


                  (a)    three    times        the   MEMBER'S      PENSIONABLE
                         EMOLUMENTS on the day before his death;
                        - 91 -

            and


      (b)   a PENSION in respect of a QUALIFYING SPOUSE
            equal to 50% of the EXPECTED PENSION;


            and


      (c)   a PENSION to the QUALIFYING CHILDREN for as
            long as they are QUALIFYING CHILDREN and there is
            a QUALIFYING SPOUSE, equal to a percentage of the
            EXPECTED PENSION according to the following table:


            Number of                     Percentage of
            QUALIFYING                    EXPECTED
            CHILDREN                      PENSION


            1                             25%
            2                             33 1/3%
            3                             41 2/3%
            4 or more                     50%


            If there is no QUALIFYING SPOUSE, the PENSION to
            the QUALIFYING CHILDREN shall be double the
            PENSION that would have been payable if there had
            been a QUALIFYING SPOUSE.


5.2   Death of a Member in Service on or after the Normal
      Retirement Date


      If a MEMBER dies in the SERVICE of the EMPLOYER on or
      after the NORMAL RETIREMENT DATE and he leaves a
                        - 92 -

      QUALIFYING SPOUSE and/or QUALIFYING CHILDREN, the
      FUND shall pay such benefits as would have been paid if the
      MEMBER retired on the day before his death and elected to
      commute for a lump sum the maximum amount permissible in
      terms of Rule 4.3 of this Annexure.


5.3   Death after retirement


      On the death of a PENSIONER, his PENSION shall cease in
      accordance with Rule 9.1(3) of the main body of the RULES
      and the following benefits shall become payable by the
      FUND:


      (a)   a lump sum equal to R2 000 or such other amount as
            the TRUSTEES may determine from time to time,
            subject to the maximum amount allowed in terms of
            income tax legislation;


      (b)   a PENSION to the QUALIFYING SPOUSE equal to
            50% of the PENSION that the PENSIONER was
            receiving immediately prior to his death, or if he
            commuted a portion of his PENSION, 50% of the
            PENSION the PENSIONER would have received if
            such commutation had not taken place;


      (c)   a PENSION to the QUALIFYING CHILDREN for as
            long as they are QUALIFYING CHILDREN, equal to a
            percentage of the PENSION the PENSIONER was
            receiving immediately prior to his death, or in the
            circumstances referred to in (b) above, he would have
            received, in accordance with the following table:
                  - 93 -



      Number of                                 Percentage of
      QUALIFYING CHILDREN                       PENSION


      1                                         25%
      2                                         33 1/3%
      3                                         41 2/3%
      4 or more                                 50%


(d)   if no PENSION is payable in terms of (b) above, the
      PENSION to the QUALIFYING CHILDREN shall be
      double the PENSION that would have been payable if
      there had been a QUALIFYING SPOUSE;


(e)   if in terms of his conditions of service a MEMBER is
      required to retire on reaching age 60 years and if such
      MEMBER retires after reaching age 59 years and
      6 months and dies before the age of 65 years, a lump
      sum   equal    to    three   times        the     PENSIONABLE
      EMOLUMENTS which such PENSIONER earned
      immediately prior to his retirement shall be utilised to
      increase    pension    benefits      to     his    QUALIFYING
      SPOUSE and/or QUALIFYING CHILDREN;


(f)   if a PENSIONER, who is in receipt of a disability
      benefit in accordance with Rule 6 dies during the
      continuance of such disability, and such death occurs
      before his NORMAL RETIREMENT DATE, then


      (i)   if he leaves a QUALIFYING SPOUSE and/or
            QUALIFYING CHILDREN, an amount equal to
            three times the PENSIONABLE EMOLUMENTS
            immediately prior to the commencement of the
                          - 94 -

                    disability benefits shall be utilised to increase
                    the        pension       benefits     payable         to   his
                    QUALIFYING SPOUSE and/or QUALIFYING
                    CHILDREN;


            (ii)    if he does not leave a QUALIFYING SPOUSE
                    and/or QUALIFYING CHILDREN, an amount
                    equal       to   three    times      the     PENSIONABLE
                    EMOLUMENTS               immediately         prior    to   the
                    commencement of the disability benefits shall be
                    payable in terms of Section 37C of the ACT;


            (iii)   if there is no QUALIFYING SPOUSE but there
                    are QUALIFYING CHILDREN, the lump sum
                    payable in terms of (i) above shall not be used to
                    augment pensions, but shall be placed in a trust
                    to be paid out to the QUALIFYING CHILDREN
                    when they attain majority or at such time as the
                    TRUSTEES may decide;


            provided that, at the discretion of the INSURER, the
            amount        of     three       times      the     PENSIONABLE
            EMOLUMENTS                immediately             prior      to    the
            commencement of the disability benefits may become
            payable prior to the PENSIONER’S death if his medical
            condition is such that the INSURER agrees to this. In
            such case, the PENSIONER may elect to commute not
            more than one-third of such amount for a lump sum
            and the balance shall be applied to increase the
            PENSIONER’S PENSION.


5.4   Commutation of Pensions payable to Qualifying Spouses
      and Qualifying Children


      Up to one-third of a PENSION to a QUALIFYING SPOUSE or a
      QUALIFYING CHILD payable in terms of this Rule 5, including
                                      - 95 -

                   any PENSION which is increased in terms of Rule 5.3(e) or (f),
                   may be commuted for a lump sum of such amount as may be
                   determined by the ACTUARY, in which case the PENSION to
                   which the QUALIFYING SPOUSE or QUALIFYING CHILD is
                   entitled shall be reduced proportionately; provided that such
                   commutation takes place within 6 months after the death of the
                   MEMBER or PENSIONER.


            5.5    Payment of Pensions to Qualifying Spouses and Qualifying
                   Children


                   (1)    If the deceased MEMBER or PENSIONER leaves more
                          than one QUALIFYING SPOUSE, the TRUSTEES shall
                          decide to which of them and in what proportion the
                          benefits   shall     be   paid;   provided   that   the   total
                          QUALIFYING SPOUSES' PENSIONS payable shall not
                          be more than the PENSION that would have been
                          payable had there only been one QUALIFYING
                          SPOUSE.


                   (2)    PENSIONS in respect of QUALIFYING CHILDREN of a
                          MEMBER or PENSIONER shall be paid to or for the
                          benefit of such QUALIFYING CHILDREN in such
                          proportions as the TRUSTEES may decide.


           5.6     Payment of Benefit


                   Payment of any death benefit which is not expressed to be paid
                   to a particular person shall be made in terms of Section 37C of
                   the ACT.     (The contents of Section 37C of the ACT are
                   contained in Annexure A to the RULES).


4.   Rule 6 shall be replaced by the following:
                                      - 96 -

     6.     DISABILITY


            The benefit payable to a MEMBER who, before reaching his
            NORMAL RETIREMENT DATE in the opinion of the TRUSTEES,
            becomes totally and permanently unable, due to injury or disease, to
            pursue any occupation for which, in the opinion of the TRUSTEES,
            he would be reasonably qualified by his education, training and
            experience shall be equal to his EXPECTED PENSION at the date
            of disability.


5.   Rule 7.1 and Rule 7.2 shall be replaced by the following:


     7.1    Lump sum


            (1)     Resignation or Dismissal


                    A MEMBER who leaves the SERVICE of the EMPLOYER of
                    his own free or will who is dismissed by the EMPLOYER for
                    reasons other than the reasons specified in (2) below and
                    who is not entitled to any other benefits in terms of the
                    RULES shall receive from the FUND an amount equal to his
                    ACCUMULATED CONTRIBUTIONS at the date of leaving
                    SERVICE.


            (2)     Retrenchment or Redundancy


                    If an MEMBER leaves SERVICE due to a reduction of
                    reorganisation of staff, then he shall become entitled to a
                    benefit equal to the greater of         his ACCUMULATED
                    CONTRIBUTIONS and his actuarial reserve, as determined
                    by the ACTUARY, at the date of leaving SERVICE.
                             - 97 -

      (3)   Payment of Benefit


            (a)   The benefit in terms of this Rule shall be paid to the
                  MEMBER as a lump sum. Subject to the provisions of
                  Rule 9.5(3)(a), payment shall be made as soon as
                  possible after the date of his leaving SERVICE.


            (b)   Instead of receiving the benefit entirely as a lump sum,
                  the MEMBER may transfer all or, subject to (ii) below,
                  part of the benefit to another APPROVED PENSION
                  FUND,      PRESERVATION           PENSION         FUND,
                  APPROVED PROVIDENT FUND or APPROVED
                  RETIREMENT ANNUITY FUND; provided that


                  (i)          in the case of transfer to an APPROVED
                               PROVIDENT FUND, the amount so
                               transferred shall be less any tax payable
                               thereon; and


                  (ii)         transfer to a PRESERVATION PENSION
                               FUND is subject to the requirements of
                               the    REVENUE       AUTHORITIES        as
                               specified from time to time.


7.2   Deferred Pension


      (1)   If a MEMBER leaves the SERVICE for the reasons referred to
            in Rule 7.1(2), or if a MEMBER with at least 10 years'
            PENSIONABLE SERVICE resigns from SERVICE or is asked
            to resign due to unsatisfactory SERVICE and the MEMBER is
            not entitled to benefits in terms of any other Rule, the
            MEMBER may choose a deferred PENSION payable from his
            NORMAL RETIREMENT DATE rather than the benefits in
                                     - 98 -

                  terms of Rule 7.1; provided that if the MEMBER has attained
                  the age of at least 55 years at the date of such dismissal or
                  resignation he may, notwithstanding the other provisions of
                  the RULES, choose the deferred PENSION irrespective of
                  the number of years of PENSIONABLE SERVICE he has
                  completed.


           (2)    The amount of the deferred PENSION shall be equal to the
                  PENSION calculated in accordance with the formula set out in
                  Rule 4.1 on the basis of his PENSIONABLE SERVICE and
                  his FINAL SALARY as at the date on which he became a
                  DEFERRED PENSIONER. The provisions of Rule 4.2 shall,
                  mutatis mutandis, apply to a DEFERRED PENSIONER.


           (3)    After a deferred PENSION has become payable to a
                  MEMBER such PENSION shall be subject to the same
                  conditions which would have applied if the MEMBER had
                  retired in terms of the provisions of Rule 4.


           (4)    If a DEFERRED PENSIONER dies before payment of his
                  PENSION begins, a lump sum benefit equal to the discounted
                  value of his deferred PENSION at the date of his death, as
                  calculated by the ACTUARY, shall be payable.


6.   Rule 8 shall be replaced by the following:


     8.    CONTRIBUTIONS


           8.1    Member Contributions


                  (1)    Each MEMBER who has not reached NORMAL
                         RETIREMENT DATE shall contribute throughout his
                         SERVICE      an      amount   equal      to   7,5%   of   his
                         PENSIONABLE EMOLUMENTS to the FUND.
                         - 99 -



      (2)   Contributions     are    deducted     monthly   from    the
            MEMBER'S remuneration.


8.2   Additional Member Contributions


      (1)   A MEMBER may make additional contributions to the
            FUND on an annual or monthly basis, at a rate and
            frequency agreed to with the TRUSTEES in order to
            secure greater benefits or in respect of a period of past
            service. The additional contributions shall be known as
            his “ACCUMULATED SPECIAL CONTRIBUTIONS”
            and shall be applied in terms of (2), (3), (4) and (5)
            below.


      (2)   The TRUSTEES shall keep a record of the MEMBER'S
            ACCUMULATED SPECIAL CONTRIBUTIONS and
            such     contributions   shall   be   debited   with   such
            administration expenses as shall be determined by the
            TRUSTEES and accumulated with interest at a rate
            which shall be determined from time to time by the
            TRUSTEES on the advice of the ACTUARY.


      (3)   If the MEMBER retires in terms of Rule 4 of this
            Annexure, then he shall become entitled to an
            additional PENSION in respect of the period referred to
            in Rule 8.2(1), which PENSION shall either be
            calculated in the same manner as is provided for in this
            Annexure or in such other manner as shall be agreed
            by the MEMBER and the TRUSTEES on the advice of
            the ACTUARY.


      (4)   On the death of the MEMBER while in SERVICE, a
            lump sum equal to his ACCUMULATED SPECIAL
                       - 100 -

             CONTRIBUTIONS calculated in terms of Rule 8.2(2) at
             the date of his death shall become payable in terms of
             Rule 5 of this Annexure; provided that a QUALIFYING
             SPOUSE may choose to use part or the whole of the
             ACCUMULATED         SPECIAL    CONTRIBUTIONS          to
             increase the pension benefits payable to such
             QUALIFYING SPOUSE.


      (5)    If the MEMBER is not qualified to retire in terms of
             Rule 4 of this Annexure but leaves SERVICE for any
             reason, then a lump sum equal to his ACCUMULATED
             SPECIAL CONTRIBUTIONS calculated in terms of
             Rule 8.2(2) at the date of his leaving SERVICE shall
             become payable in terms of Rule 7 of the main body of
             the RULES.


8.3   Contributions by the Employer


      The EMPLOYER shall contribute to the FUND such amounts
      as are agreed upon from time to time between the MAIN
      EMPLOYER and the TRUSTEES. Such amounts shall not be
      less than the amounts determined by the ACTUARY to be
      necessary to ensure that the REGISTRAR'S requirements
      with regard to the financial soundness of pension funds are
      met.


8.4   Payment of Contributions


      Contributions are payable to the FUND monthly, in arrears.


      The EMPLOYER shall deduct the MEMBER’S contributions
      from the MEMBER’S remuneration at the end of each pay-
      period. The first deduction shall be at the end of the pay-
                                   - 101 -

                  period during which the MEMBER became a MEMBER in
                  terms of the RULES.          These contributions and the
                  EMPLOYER'S contributions in terms of Rule 8.3 shall be paid
                  over to the FUND within seven days of the end of the
                  calendar month to which such contributions relate, subject to
                  the provisions of Section 13A of the ACT. If contributions are
                  not paid to the FUND as required in terms of the ACT, the
                  EMPLOYER shall be required to pay late payment interest at
                  the rate prescribed by legislation. Any such interest shall be
                  included in the investment return on the assets of the FUND.


7.   Rule 12 shall be added to the Rules:


     12.   Minimum Benefits


           Notwithstanding any other provisions of these RULES, it is
           specifically provided that after the SURPLUS APPORTIONMENT
           DATE, the benefit paid to or in respect of a DEFINED BENEFIT
           MEMBER whose benefits are determined in accordance with the
           provisions of this Annexure C who ceases to be a MEMBER of the
           FUND prior to retirement shall, subject to the provisions of
           Section 14A(1)(b) of the ACT, not be less than his MINIMUM
           INDIVIDUAL RESERVE.
                                    - 102 -

ANNEXURE D


SPECIAL PROVISIONS APPLICABLE TO CATEGORY B MEMBERS


The RULES shall be varied as follows in respect of each CATEGORY B
MEMBER:


1.   Rule 5 shall be replaced by the following:


     5.    DEATH


           5.1    Death in Service prior to Normal Retirement Date


                  On the death of a CATEGORY B MEMBER while in SERVICE
                  prior to his NORMAL RETIREMENT DATE the following shall
                  be paid, subject to the provisions of Rules 3.1(3) and 9.3 of
                  the main body of the RULES:


                  (a)    a lump sum equal to three times the MEMBER'S
                         PENSIONABLE EMOLUMENTS;


                  (b)    a PENSION to his QUALIFYING SPOUSE equal to
                         (50-t)%     of    the    MEMBER'S     PENSIONABLE
                         EMOLUMENTS immediately before his death; provided
                         that the TRUSTEES locate the QUALIFYING SPOUSE
                         within twelve months of the MEMBER'S death, and
                         where t is equal to the total completed years whereby
                         the MEMBER'S age when he became a MEMBER of
                         the FUND or a PREVIOUS FUND is greater than 20
                         years;


                  (c)    a PENSION to the QUALIFYING CHILDREN of the
                         MEMBER equal in total to a percentage of the
                         PENSION payable in terms of (b) above according to
                         the following table:
                    - 103 -



        Number of                  Percentage of
        QUALIFYING                 PENSION payable to the
        CHILDREN                   QUALIFYING SPOUSE


        1                          50%
        2                          62,5%
        3                          75%
        4 or more                  87,5%


Provided that


(i)     the PENSION payable in respect of the QUALIFYING
        CHILDREN of a MEMBER is doubled for any month for
        which no PENSION is payable to a QUALIFYING
        SPOUSE of the MEMBER in terms of (b) above. If a
        PENSION ceases upon the death of a QUALIFYING
        SPOUSE in accordance with the provisions of (b)
        above, the QUALIFYING CHILDREN’S PENSION will
        be doubled;


(ii)    after the last payment of any PENSION to a
        QUALIFYING            SPOUSE     and/or     QUALIFYING
        CHILD(REN), the TRUSTEES shall deduct the total
        amount made up in terms of (a), (b) and (c) above from
        the ADJUSTED MEMBER'S SHARE.                Any positive
        difference shall be paid in accordance with Rule 5.7;


(iii)   if such MEMBER dies in SERVICE prior to his
        NORMAL RETIREMENT DATE without leaving a
        QUALIFYING SPOUSE and/or QUALIFYING CHILD,
        an amount equal to the greater of his ADJUSTED
        MEMBER’S         SHARE     and      three    times      his
        PENSIONABLE EMOLUMENTS at the date of his
        death shall be payable in terms of Section 37C of the
        ACT;
                            - 104 -



      (iv)   subject to the provisions of Section 37C of the ACT,
             the QUALIFYING SPOUSE may elect that, instead of
             the benefits in terms of Rule 5.1(a), (b) and (c), the
             deceased         MEMBER’S       ADJUSTED     MEMBER’S
             SHARE shall become payable as an annuity or
             annuities and accordingly shall be transferred to an
             INSURER, approved by the TRUSTEES; provided that
             the QUALIFYING SPOUSE may commute up to one-
             third of the benefit for a lump sum.


             Such annuity or annuities shall be purchased in the
             name      of     the     QUALIFYING    SPOUSE     and/or
             QUALIFYING           CHILDREN    as    decided   by   the
             QUALIFYING SPOUSE from an INSURER, and
             thereafter the FUND shall have no further liability in
             respect    of      the   QUALIFYING    SPOUSE     and/or
             QUALIFYING CHILDREN. Such liability will then rest
             with the INSURER from whom such annuity or
             annuities are purchased. The annuity or annuities so
             purchased shall be compulsory, non-commutable and
             non-assignable, payable for, in the case of the
             QUALIFYING SPOUSE, life and the purchase shall be
             subject to any further requirements of the REVENUE
             AUTHORITIES if more than one annuity is purchased.


5.2   Death in Service on or after Normal Retirement Date


      If a MEMBER who has deferred his retirement in terms of
      Rule 4.4(1) of the main body of the RULES dies while still in
      SERVICE, there shall be payable:


      (a)    one-third of his ADJUSTED MEMBER'S SHARE at the
             date of death; and
                        - 105 -



      (b)   the benefits payable in terms of Rule 5.2 of the main
            body of the RULES, calculated as if the MEMBER had
            retired from SERVICE on the date on which he died
            and had commuted one-third of his ADJUSTED
            MEMBER’S SHARE for cash in terms of Rule 4.5(1) of
            the main body of the RULES.


5.3   Death of a Pensioner in receipt of a Disability Pension


      If a PENSIONER who is in receipt of a disability pension in
      accordance with Rule 6 of this Annexure dies during such
      period of disability and such death occurs prior to the NORMAL
      RETIREMENT DATE, then


      (a)   if   he   leaves     a   QUALIFYING   SPOUSE       and/or
            QUALIFYING CHILDREN, an amount equal to three
            times his PENSIONABLE EMOLUMENTS immediately
            prior to the commencement of the disability benefits
            shall be applied to increase the pension benefits
            payable    to      the   QUALIFYING   SPOUSE       and/or
            QUALIFYING          CHILDREN    as    decided    by   the
            TRUSTEES;


            or


      (b)   if he does not leave a QUALIFYING SPOUSE and/or
            QUALIFYING CHILDREN, an amount equal to three
            times the PENSIONABLE EMOLUMENTS immediately
            prior to the commencement of the disability benefits shall
            be payable in terms of Section 37C of the ACT;


            or
                        - 106 -



      (c)    if there is no QUALIFYING SPOUSE but there are
             QUALIFYING CHILDREN, the lump sum payable in
             terms of (a) shall not be used to augment pensions, but
             shall be placed in a trust to be paid out to the
             QUALIFYING CHILDREN when they attain majority or at
             such time as may be decided by the TRUSTEES;


      provided that, at the discretion of the INSURER, the amount
      of    three   times   the    PENSIONABLE             EMOLUMENTS
      immediately prior to the commencement of the disability
      benefits may become payable prior to the PENSIONER’S
      death if his medical condition is such that the INSURER
      agrees to this. In such case, the PENSIONER may elect to
      commute not more than one-third of such amount for a lump
      sum and the balance shall be applied to increase the
      PENSIONER’S PENSION.


5.4   Death of a Pensioner required to retire at age 60 years


      If the PENSIONER’S conditions of service determine that on
      reaching age 60 years he is compelled to retire and he has
      retired after reaching age 59 years and 6 months and dies
      before the age of 65 years, then


      (a)    a lump sum equal to three times the PENSIONABLE
             EMOLUMENTS           which   the   PENSIONER       earned
             immediately prior to his retirement shall be utilised to
             increase   pension     benefits    to   his    QUALIFYING
             SPOUSE and/or QUALIFYING CHILDREN;


      (b)    if he does not leave a QUALIFYING SPOUSE and/or
             QUALIFYING CHILDREN, an amount equal to three
                          - 107 -

            times the PENSIONABLE EMOLUMENTS which the
            PENSIONER          earned   immediately    prior   to   his
            retirement shall be payable in terms of Section 37C of
            the ACT;


      (c)   if there is no QUALIFYING SPOUSE but there are
            QUALIFYING CHILDREN, the lump sum payable in
            terms of (a) above shall not be used to augment
            pensions, but shall be placed in a trust to be paid out to
            the QUALIFYING CHILDREN when they attain majority
            or at such time as may be decided by the TRUSTEES.


5.5   Death of any other Pensioner


      On the death of a PENSIONER who retired in terms of the
      provisions of Rules 4.1 to 4.4, 6 or 7.2(3), his PENSION shall
      cease as provided for in Rule 9.1(3). The following benefits
      shall be payable:


      (a)   a lump sum of R2 000, or such other amount as
            decided by the TRUSTEES from time to time, subject
            to the maximum amount permitted in terms of income
            tax legislation;


      (b)   a PENSION to his QUALIFYING SPOUSE, equal to
            75% of the PENSION payable immediately prior to the
            commencement of the PENSION to the QUALIFYING
            SPOUSE;


      (c)   a PENSION to the QUALIFYING CHILDREN of the
            PENSIONER,          equal   to   a   percentage    of   the
            PENSIONER'S PENSION as described in (b) above, in
            accordance with the following table:
                           - 108 -



            Number of                    Percentage of
            QUALIFYING                   PENSIONER'S PENSION
            CHILDREN                     described in (b) above


            1                            10,0%
            2                            15,0%
            3                            20,0%
            4 or more                    25,0%


            If there is no QUALIFYING SPOUSE, the PENSION to
            the QUALIFYING CHILDREN shall be double the
            PENSION that would have been payable if there had
            been a QUALIFYING SPOUSE;


      (d)   after    the    last     payment     of   a     PENSION      to    a
            PENSIONER,               QUALIFYING           SPOUSE      and/or
            QUALIFYING             CHILDREN       has     been   made,        the
            TRUSTEES shall deduct the total amount paid to the
            PENSIONER,             his     QUALIFYING        SPOUSE       and
            QUALIFYING CHILDREN, including any amount which
            may have been paid in a lump sum and, if applicable,
            that part of the PENSION purchased as an annuity or
            annuities in terms of Rule 4.5(2)(c)(i), from the amount
            of the ADJUSTED MEMBER'S SHARE. Should there
            be any positive difference, such positive difference
            shall be paid in accordance with Rule 5.7.


5.6   Payment       of    Pensions        to   Qualifying    Spouses      and
      Qualifying Children


      (1)   If the deceased MEMBER or PENSIONER leaves
            more         than   one       QUALIFYING         SPOUSE,          the
                                    - 109 -

                         TRUSTEES shall decide to which of them and in what
                         proportion the benefits shall be paid; provided that the
                         total QUALIFYING SPOUSES' PENSIONS payable
                         shall not be more than the PENSION that would have
                         been payable had there only been one QUALIFYING
                         SPOUSE.


                  (2)    PENSIONS in respect of QUALIFYING CHILDREN of
                         a MEMBER or PENSIONER shall be paid to or for the
                         benefit of such QUALIFYING CHILDREN in such
                         proportions as the TRUSTEES may decide.


                  (3)    Up to one-third of a PENSION to a QUALIFYING
                         SPOUSE or a QUALIFYING CHILD payable in terms of
                         this Rule 5, including any PENSION which is increased
                         in terms of Rule 5.3(a) or Rule 5.4(a), may be
                         commuted for a lump sum of such amount as
                         determined by the ACTUARY, in which case the
                         PENSION to which the QUALIFYING SPOUSE or
                         QUALIFYING CHILD is entitled shall be reduced
                         proportionately; provided that such commutation takes
                         place within 6 months after the death of the MEMBER
                         or PENSIONER.


     5.7   Payment of Death Benefits


           Payment of a death benefit which is not expressed in this Rule 5 to
           be paid to a particular person, shall be made in terms of Section 37C
           of the ACT. (The contents of Section 37C of the ACT are contained
           in Annexure A to the RULES).


2.   Rule 6 shall be replaced by the following:
                                - 110 -

6.   DISABLEMENT


     6.1   Disability Pension Benefits


           If at any time prior to the NORMAL RETIREMENT DATE a
           CATEGORY B MEMBER becomes disabled as described in
           Rule 6.2 of this Annexure, the FUND shall pay a disability
           pension, subject to the provisions of Rule 3.1(3).                The
           disability pension shall be determined as:


                65%        of      the     MEMBER'S              PENSIONABLE
                 EMOLUMENTS if payment of the disability pension
                 commences          more    than       10   years   before   the
                 MEMBER'S NORMAL RETIREMENT DATE;


                A + B if payment of the disability pension commences
                 within    10     years    of    the    MEMBER'S      NORMAL
                 RETIREMENT DATE, where


                 A=       65*       (1-t/120)%         of   the     MEMBER'S
                          PENSIONABLE EMOLUMENTS;


                 B=       a PENSION, as calculated by the ACTUARY,
                          purchased by t/120 times the ADJUSTED
                          MEMBER'S SHARE;


                 t=       120 minus the total amount of full months
                          between the date on which payment of the
                          disability pension commences and the NORMAL
                          RETIREMENT DATE.


           Payment of such disability pension shall commence after the
           MEMBER has been declared disabled and all disability
           pension payments which are payable before the MEMBER'S
           NORMAL RETIREMENT DATE shall be subject to the
           MEMBER'S continued state of disability.
                         - 111 -



      When a MEMBER in receipt of a disability pension reaches
      his NORMAL RETIREMENT DATE, no retirement pensions
      shall be paid, but the disability pension shall be continued as
      if it were a retirement pension. If a MEMBER in receipt of a
      disability pension dies after reaching NORMAL RETIREMENT
      DATE, the provisions of Rule 5.2 of the main body of the
      RULES shall apply.


6.2   Conditions of Disability


      For the purposes of this Rule "disabled" shall mean that the
      MEMBER, in the opinion of the TRUSTEES, has become
      totally and permanently unable, due to injury or disease, to
      pursue any occupation for which, in the opinion of the
      TRUSTEES, he would be reasonably qualified by his
      education, training and experience.


      The Board of TRUSTEES reserves the right to take necessary
      steps in respect of the monitoring, follow-up and re-evaluation
      of the condition of a MEMBER in receipt of a disability
      pension, at its discretion, in order to avoid abuse of such
      benefit. Such steps may include the following measures:


      (a)   ensuring that the MEMBER undergoes regular medical
            treatment by a doctor, or other treatment by a qualified
            person, where there may be a reasonable expectation
            that such treatment may improve the MEMBER’S
            condition;


      (b)   making provision that the MEMBER provides proof of
            his disability, to the satisfaction of the TRUSTEES and,
            if necessary, thereafter regularly provides proof of his
            continued disability up to and upon the attainment of
            his NORMAL RETIREMENT AGE;
                                     - 112 -



                  (c)    making provision for the MEMBER to provide proof to
                         the satisfaction of the TRUSTEES of real and
                         substantial loss of income from own employment and if
                         necessary, to provide regular proof thereafter of such
                         loss.


                  The provisions of Rule 7 of the main body of the RULES shall
                  apply to a disabled MEMBER who, before his NORMAL
                  RETIREMENT DATE, recovers sufficiently that he is no
                  longer considered to be disabled in terms hereof, and who
                  does not immediately return to the full-time SERVICE of the
                  EMPLOYER.


           6.3    Death Benefit


                  A benefit determined in accordance with the provisions of
                  Rule 5.3 in Section 1 of this Annexure D shall be payable if a
                  CATEGORY B MEMBER dies while in receipt of a disability
                  pension benefit in terms of this Rule; provided that such benefit
                  may be payable prior to the death of such person if the
                  circumstances set out in the proviso to Rule 5.3 apply.


3.   Rule 8.2(1) shall be replaced by the following:


     8.2   (1)    The EMPLOYER shall contribute the following amounts to the
                  FUND in respect of each MEMBER in its SERVICE who has
                  not reached NORMAL RETIREMENT DATE:


                  (a)    7,5%      of    each     MEMBER'S        PENSIONABLE
                         EMOLUMENTS which shall be credited towards the
                         MEMBER’S SHARE; and
                                            - 113 -

                        (b)    4%      of      each    MEMBER’S        PENSIONABLE
                               EMOLUMENTS, to be applied to meet the cost of the
                               death benefits set out in Rule 5.1 and Rule 6 of this
                               Annexure.


4.   For the purposes of this Annexure D, the definition “Disability Arrangement”
     shall be added to Rule 1.5:


     DISABILITY ARRANGEMENT : a separate disability arrangement set up by
     an EMPLOYER to provide disablement income benefits for EMPLOYEES
     who become CATEGORY B MEMBERS in accordance with the provisions of
     Rule 3.1(4);


5.   In the case of a CATEGORY B MEMBER who became a MEMBER in
     accordance with the provisions of Rule 3.1(4), Rule 6 shall be replaced by the
     following:


     6.           DISABILITY BENEFITS


                  In the case of a MEMBER who is in receipt of a disability income
                  benefit from the DISABILITY ARRANGEMENT, the following
                  provisions shall apply:


                  (a)         the MEMBER will remain a MEMBER of the FUND,
                              contributions by and on behalf of him will continue to be
                              payable and he will remain entitled to rights and benefits
                              in terms of the RULES;


                  (b)         the MEMBER’S PENSIONABLE EMOLUMENTS will, for
                              the purposes of the RULES, be 100/65 times the amount
                              of the disability income that he received from the
                              DISABILITY ARRANGEMENT;
                   - 114 -

(c)   the MEMBER will retire in terms of Rule 4.1 of the main
      body of the RULES upon his attainment of his NORMAL
      RETIREMENT DATE, unless his disability income ceases
      prior to that date;


(d)   if the MEMBER’S disability income ceases to be payable
      prior to his NORMAL RETIREMENT DATE, one of the
      following shall apply, as the case may be:


      (i)       the MEMBER shall remain a MEMBER of the
                FUND         and,   notwithstanding   any   other
                provisions of the RULES, shall be eligible for the
                disability benefits set out in Section 2 of this
                Annexure; or


      (ii)      the MEMBER shall receive a withdrawal benefit
                in terms of Rule 7 of the main body of the
                RULES; or


      (iii)     if the MEMBER qualifies, he shall receive a
                retirement benefit in terms of Rule 4 of the main
                body of the RULES; or


      (iv)      benefits in terms of Rule 5.1 of this Annexure
                shall be payable, if applicable.

				
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