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61

(b)

vest the whole or any part of the assets in trustees upon such trusts for the benefit

of members as the liquidator, with the like sanction, shall think fit but no member

shall be compelled to accept any assets upon which there is any liability.

INDEMNITY AND INSURANCE, ETC

137.

Directors' indemnity, insurance and defence

As far as the Statutes allow, the Company may:

(a)

indemnify any director of the Company (or of an associated body corporate)

against any liability;

(b)

indemnify a director of a company that is a trustee of an occupational pension

scheme for employees (or former employees) of the Company (or of an associated

body corporate) against liability incurred in connection with the company's

activities as trustee of the scheme;

(c)

purchase and maintain insurance against any liability for any director referred to in

paragraphs (a) or (b) above; and

(d)

provide any director referred to in paragraphs (a) or (b) above with funds (whether

by loan or otherwise) to meet expenditure incurred or to be incurred by him in

defending any criminal, regulatory or civil proceedings or in connection with an

application for relief (or to enable any such director to avoid incurring such

expenditure).

The powers given by this article shall not limit any general powers of the Company to grant

indemnities, purchase and maintain insurance or provide funds (whether by way of loan or

otherwise) to any person in connection with any legal or regulatory proceedings or

applications for relief.