America's Cup XXX Protocol

April 1996

A. On 12 May 1995 The Royal New Zealand Yacht Squadron ("RNZYS") issued a Protocol ("Original Protocol") on the basis that should it successfully challenge for America's Cup XXIX the Protocol would govern America's Cup XXX.

B. In a letter of challenge by the New York Yacht Club ("NYYC") dated 13 May 1995 the terms of the Original Protocol were accepted by NYYC as governing its challenge for America's Cup XXX.

C. On 24 November 1995, RNZYS and NYYC amended the Original Protocol to provide that RNZYS and the Challenger of Record might from time to time, if they thought it appropriate, agree to amend any of the provisions of the Original Protocol.

D. RNZYS, and NYYC as the Challenger of Record, have agreed that it is appropriate to amend various provisions of the Original Protocol and that this Protocol shall replace the Original Protocol dated 12 May 1995 (as amended on 24 November 1995) and, together with the letter of challenge by NYYC dated 13 May 1995, shall govern the challenge for America's Cup XXX.

ARTICLE 1: ACCEPTANCE OF CHALLENGERS

RNZYS will accept all bona fide notices of challenge from qualified foreign yacht clubs ("Challengers") delivered within one year from the final day of racing for America's Cup XXIX (the "Final Race"), provided such Challengers agree to be bound by this Protocol and all subsequent decisions pertaining thereto. For the purposes of the Deed of Gift, all such challenges ("Challenges") will be deemed to have been received at the same time, being the time that the first notice of challenge is received.

All notices of challenge and the amount equal to the entry fee as specified in Article 3 must be received by RNZYS no later than 17.00 hours on 14 May 1996 New Zealand standard time. As a further requirement, the entry fee must be payable to RNZYS in cleared funds in US dollars and deposited into a bank account to be nominated by RNZYS.

Late challenges may be accepted by RNZYS until 17.00 hours on 14 May 1997 New Zealand standard time if RNZYS is satisfied that the spirit and intent of this Protocol has been complied with by the proposed Challenger until the date of the late challenge and the proposed Challenger has declared in writing that it has until that time complied with the spirit and intent of this Protocol and will beyond that time agree to be bound by this Protocol and all subsequent decisions pertaining thereto. For the purposes of the Deed of Gift all late Challenges accepted will be deemed to have been received at the same time as all the other Challenges. Late Challengers will be required to pay an amount equal to double the entry fee and meet any other requirements imposed on all Challengers subsequent to their entry.

All notices of late challenge and the amount equal to double the entry fee specified in Article 3 must be received by RNZYS no later than 17.00 hours on 14 May 1997 New Zealand standard time. As a further requirement, the entry fee must be payable to RNZYS in cleared funds in US dollars and deposited into a bank account to be nominated by RNZYS.

ARTICLE 2: QUALIFIED CHALLENGERS

To be a qualified foreign yacht club for the purposes of Article 1 above that club shall, as at the earlier of the date on which it delivers its challenge and 14 May 1996, meet each of the following criteria:

(a)it must have an elected Board of Directors or Officers;

(b)it must have been in existence for a minimum of five years;

(c) it must maintain a membership of at least 200 members;

(d)it must be financially supported by a majority of its membership on a pro-rata basis;

(e)it must operate as a yacht club and have objectives consistent with the furtherance of yachting activities; and

(f)it must be a member of the national authority which represents its country in the International Yacht Racing Union.

Provided that subparagraph (b) of this Article 2 shall not apply to those yacht clubs which were both accepted as valid Challengers and participated in the Challenger Selection Series for America's Cup XXIX.

ARTICLE 3: ENTRY FEES AND PERFORMANCE DEPOSITS

All Challenges shall be accompanied by a US$100,000 non-refundable fee. US$75,000 of this fee shall be for use by the Challengers and shall be held in a separate account from RNZYS normal operating accounts until written instructions regarding disposition are received by RNZYS from the Challenger of Record. US$25,000 shall be conveyed to America's Cup Properties Inc. for defraying costs associated with maintenance of America's Cup Properties Inc ("ACPI"). and the preservation of the America's Cup mark and the image and silhouette of the America's Cup world-wide as deemed necessary and approved by ACPI. ACPI shall make quarterly reports to the Challenger of Record regarding the disposition of the funds received from Challengers.

The Challengers may, by a majority vote, require additional funds from each Challenger in the form of cash, a performance bond, or a letter of credit for the purpose of assuring an individual Challenger's participation in the Challenger Selection Series for the America's Cup. These funds or financial instruments may be required at such time and in such amount as agreed by a majority vote of the Challengers and subject to the approval of RNZYS.

As well as the amount of US$75,000 the Challengers shall share equally all further costs of the Challenger Selection Series and other activities of the Challengers as a group associated with the challenge for America's Cup XXX. Such costs shall be offset from money raised from Challenger group sponsorship activity.

ARTICLE 4: CHALLENGER OF RECORD

The first Challenge was received by RNZYS from NYYC in a letter of challenge dated 13 May 1995, and NYYC has been appointed by RNZYS as the Challenger of Record ("Challenger of Record"). The Challenger of Record shall represent all Challengers whose notices of challenge are accepted under Article 1.

ARTICLE 5: PROVISION FOR CHALLENGER OF RECORD COMMITTEE

If at any time the Challenger of Record wishes to relinquish its position as Challenger of Record the Challengers shall meet either to appoint one of them as Challenger of Record or alternatively to organise a Challenger of Record Committee, provided the terms of reference (charter) of such a committee are approved by RNZYS. All Challengers as of the date of the meeting shall be entitled to attend and have one vote each. If any one yacht owner, or party related thereto is involved in more than one challenge, that owner or party shall be excluded from being represented in such election by more than one Challenger. If the Challengers are unable to elect a new Challenger of Record or organize a Challenger of Record Committee within 30 days of the date of the meeting, then within the following 30 days the America's Cup Arbitration Panel shall appoint a new Challenger of Record. Until a new Challenger of Record is elected or appointed, or a Challenger of Record committee is organised, the Challenger of Record shall remain the Challenger of Record for the purposes of this Protocol.

ARTICLE 6: INITIAL MUTUAL CONSENT

The Challenge received by RNZYS from NYYC, as well as other items required by the Deed of Gift, has specified the class of yacht for the America's Cup XXX Match ("Match"), and contained proposals for the dates, the number of races, and the types of courses. RNZYS has consented to the class of yacht and the other proposals put forward by NYYC.

ARTICLE 7: RACE CONDITIONS

RNZYS and the Challenger of Record shall agree the Notice of Race and Conditions and the Sailing Instructions governing the races for America's Cup XXX (together "the Conditions"). The Conditions, with such modifications as are necessary to accommodate such matters as dates, times, the number of Challengers and the number and series of races, shall also govern the races for the Challenger Selection Series and, if there is one, the Defender Selection Series provided that the modifications shall be subject to the approval of RNZYS which shall ensure that they are equitable to all Challengers. The Conditions shall be finalized by 31 December 1996. RNZYS and the Challenger of Record will endeavour to resolve any differences between them as to the terms of the Conditions through negotiations. If by 31 December 1996 such negotiations have been unsuccessful and the Conditions have not been finalized then the America's Cup Arbitration Panel shall commence mediation of all such differences. If that mediation is unsuccessful then the America's Cup Arbitration Panel shall, no later than 31 March 1997, decide the unresolved issues on which RNZYS and the Challenger of Record differ by choosing between the respective positions of RNZYS and the Challenger of Record on those issues and the Conditions governing the Match will be determined accordingly. Each of the Challengers and RNZYS will, no later than 14 May 1997, sign the Conditions and acknowledge that those conditions shall govern the races in the Challenger Selection Series, the Defender Selection Series, if there is one, and the Match.

ARTICLE 8: CHALLENGER SELECTION SERIES

Preceding the Match, the Challenger of Record shall organise and conduct a Challenger Selection Series for all Challengers, at the venue in the coastal waters of New Zealand specified under Article 11, under the Conditions agreed under Article 7. The winning yacht club and its winning yacht shall become the Challenger under the Deed of Gift for the Match with RNZYS, provided that the winning Challenger shall not be eligible and shall not be accepted by RNZYS as the Challenger under the Deed of Gift unless it shall declare in writing that it has until that time and will beyond that time comply with the terms of the Conditions, this Protocol, the Deed of Gift, the Interpretive Resolutions and the decisions of the America's Cup Arbitration Panel. Should the winning yacht club and its winning yacht of the Challenger Selection Series be for any reason ineligible to be the Challenger then the yacht club and its yacht which has placed second in such Series, or failing the eligibility of that yacht club and its yacht, the yacht club and its yacht which has gained the next highest place in the Series which is eligible, shall become the Challenger provided that in each case no Challenger shall be accepted as Challenger under the Deed of Gift unless it shall declare in writing that it has until that time and will beyond that time comply with the terms of the Conditions, this Protocol, the Deed of Gift, the Interpretive Resolutions and the decisions of the America's Cup Arbitration Panel.

ARTICLE 9: COMMON DECLARATION OF YACHTS FOR AMERICA'S CUP XXX

RNZYS and the Challenger of Record agree to name the yacht clubs and those club's respective yachts which will participate in the finals of the Challenger Selection Series and, if there is one, the finals of the Defender Selection Series, at least four clear days prior to the first race of such finals and agree to have each nominated yacht involved in a public unveiling ceremony on an agreed date at least three clear days prior to the first race of the finals of the Challenger Selection Series for those yachts participating in that Series and at least three clear days prior to the first race of the finals of the Defender Selection Series, if there is one, for those yachts participating in that Series. If there is no Defender Selection Series then RNZYS may nominate one or two yachts which will be involved in a public unveiling ceremony on the agreed date at least three clear days prior to the first race of the finals of the Challenger Selection Series on which the yachts participating in the Challenger Selection Series are publicly unveiled.

In addition, the challenging and defending yachts for the Match will be part of a public unveiling ceremony which will be held three clear days prior to the first day of the Match. If RNZYS only nominated one yacht to be involved in the public unveiling ceremony which takes place prior to the first race of the finals of the Challenger Selection Series, that yacht shall be the defending yacht. If RNZYS nominated two yachts to be involved in the public unveiling ceremony which took place prior to the first race of the finals of the Challenger Selection Series, then RNZYS may select in its absolute discretion one of those two yachts to be the defending yacht. Both the challenging and defending yachts must have been through the official pre-match measurement provided for in Article 10 and have been accepted by RNZYS as Challenger and Defender for America's Cup XXX prior to the date of the public unveiling ceremony for the Match.

Underbodies may be shrouded until the yachts have been measured, accepted, and unveiled for the finals in a Selection Series or, in the case of defending yachts if there is no Defender Selection Series, until the public unveiling ceremony prior to the finals of the Challenger Selection Series. Underbodies may not be shrouded after the yachts have been so unveiled until, in the case of a challenging yacht, during the period between the conclusion of the final race in the Challenger Selection Series and the public unveiling ceremony before the Match and, in the case of a defending yacht, until the earlier of the conclusion of the final race of the Challenger Selection Series and the expiry of a period of seven days from and inclusive of the day on which the first race in that Selection Series was scheduled to be held, when underbodies of competing yachts may again be shrouded. Underbodies may not be shrouded again after the yachts have been measured and unveiled for the Match.

RNZYS agrees that if it is the eventual winner of the America's Cup XXX regatta, it will continue the common declaration provisions set forth in this Article 9 so long as it continues to hold the America's Cup. Each Challenger agrees that if it is the eventual winner of the America's Cup XXX Match, it agrees to continue the common declaration provisions set forth in this Article 9 so long as it continues to hold the America's Cup.

ARTICLE 10: MEASUREMENT OF YACHTS FOR AMERICA'S CUP XXX

Prior to the public unveiling ceremonies for the finals of the Challenger Selection Series and the Defender Selection Series, if there is one, and for the Match, the yachts participating in each series or the Match, shall be remeasured (even though they then have a valid measurement certificate) and the resulting measurement certificate or revalidated measurement certificate shall be marked on the front page thereof as the "Unveiling Measurement Certificate". If there is no Defender Selection Series then, prior to the public unveiling ceremonies on the agreed date at least three clear days prior to the first race of the finals of the Challenger Selection Series in which the nominated defending yacht or yachts are to be involved, the yacht or yachts shall be remeasured (even though they then have a valid measurement certificate) and each resulting measurement certificate or revalidated measurement certificate shall be marked on the front page thereof as the "Unveiling Measurement Certificate".

After an Unveiling Measurement Certificate has been issued in respect of a challenging yacht, no changes may be made to that yacht which would invalidate that certificate until the conclusion of the last race in the Challenger Selection Series. After an Unveiling Measurement Certificate has been issued in respect of a defending yacht, no changes may be made to that yacht which would invalidate that certificate until the conclusion of the last race in the Defender Selection Series, if there is one, or if there is no Defender Selection Series, until the earlier of the conclusion of the final race of the finals of the Challenger Selection Series and the expiry of a period of seven days from and inclusive of the day on which the first race in that Challenger Selection Series was scheduled to be held. In the case of the Match, no changes may be made to that yacht which would invalidate that certificate until the conclusion of the last race in the Match. Provided that in any case changes may be made to a challenging or defending yacht which would otherwise invalidate that yacht's Unveiling Measurement Certificate:

(a)when those changes are required by the Measurement Committee to enable a yacht to comply with the International America's Cup Class ("IACC") Rule; or

(b) in the case of unintentional damage beyond that covered in IACC Rule 49.3(b), when the IACC Technical Director and the International Jury Chairman or their delegates approve the repairs as necessary in accordance with International Yacht Racing Rules ("Racing Rules") 70.4 and 20.2 thereby altering those rules.

ARTICLE 11: SITE AND TIMING OF AMERICA'S CUP XXX

America's Cup XXX will be held in the coastal waters of New Zealand. The Match will be held in late February/early March 2000 with the Challenger Selection Series being held in late 1999 early 2000. The precise venue and the precise dates of the Match will be announced by RNZYS within one year from the Final Race, subject, however, to any changes in the venue and/or those dates which may be agreed by RNZYS and the Challenger of Record.

ARTICLE 12: ACCEPTANCE OF PROTOCOL AND COVENANT NOT TO SUE

As a condition of entry as a Challenger in America's Cup XXX and in addition to all other requirements under the Deed of Gift, all Challengers are required under Article I to agree that they accept and will be bound by all of the provisions of this Protocol. It is further agreed by all Challengers and the RNZYS that decisions rendered by the America's Cup Arbitration Panel are binding and not subject to appeal and may not be referred to any court or other tribunal for review in any manner.

By participating in a race conducted under the Racing Rules, each Challenger agrees to be bound by Fundamental Rule B, Competitor's Responsibilities.

Any Challenger who resorts to any court or tribunal not provided by the Racing Rules is in breach of this Protocol and may not make the declaration provided in Article 8 and shall not be eligible to be Challenger for the Match.

Each Challenger on its own behalf and on behalf of each of its officers, members, employees, agents and contractors, covenants that they will not, at any time, in relation to any matter governed by this Protocol or in respect of America's Cup XXX issue proceedings or suit in any court or other tribunal against all or any of the following:

(a)RNZYS or any of its officers, members, employees, agents or contractors;

(b)any other Challenger or the Challenger of Record or any of their respective officers, members, employees, agents or contractors;

( c) any candidate for the defence or any of its officers, members, employees, agents or contractors;

(d)the Jury or any of its members, or any Umpire or other official involved in running the Selection Series or the Match;

(e)the Measurement Committee or any of its members; or

(f)the America's Cup Arbitration Panel or any of its members.

Each candidate for the defence, on its own behalf and on behalf of each of its officers, members, employees, agents and contractors, covenants that they will not, at any time, in relation to any matter governed by this Protocol or in respect of America's Cup XXX issue proceedings or suit in any court or other tribunal against all or any of the following:

(g)RNZYS or any of its officers, members, employees, agents or contractors;

(h)Any other candidate for the defence or any of its officers, members, employees, agents or contractors;

(i )Any Challenger or the Challenger of Record or any of their respective officers, members, employees, agents or contractors;

(j)The Jury or any of its members or any umpire or other official involved in running the Selection Series or the Match;

(k)The Measurement Committee or any of its members; or

(l)The America's Cup Arbitration Panel or any of its members.

For the avoidance of doubt these covenants do not limit the right of any Challenger or candidate for the defence or any of their respective officers, members, employees, agents or contractors, to issue proceedings or suit in relation to:

(a)any loss or damage in respect of usual marine risks and in respect of which claims would ordinarily be the subject of Hull, War Risk and P&I cover;

(b)any loss or damage to any other property used in connection with a challenge or the Defence;

(c)any injury, loss or damage to a person, boats or other property as a result of wilful or negligent acts; and

(d)any person who is allegedly in breach of any confidentiality undertaking or restrictive covenant entered into with any Challenger or candidate for the defence.

Any Challenger who is in breach of their covenant is in breach of this Protocol and may not make the Declaration provided in Article 8 and shall not be eligible to be Challenger for the Match.

ARTICLE 13: NATIONALITY ELIGIBILITY

In an effort to better maintain the provision in the Deed of Gift for "Friendly competition between foreign countries" the Interpretive Resolutions of the America's Cup Deed of Gift issued by prior Trustees are retained except:

(a)The First 1984 Resolutions are altered so that Footnote (1) of the 1982 Amendments is replaced with the words "The requirement that a person be a national will be satisfied if the person has been domiciled in, or has had a principal place of residence in, or has had a valid passport of that country for no shorter period than the three years before the date of the first race of the applicable America's Cup Match".

(b)The Second 1990 Resolutions are altered so that:

(i)Not later than June 30, 1997 and to the extent arrangements have been made, each Challenger and candidate for the defence of the Cup shall submit to RNZYS, the names and details of the designers of the hull, appendages, rig, and sails of its yacht who satisfy the conditions of nationality for more than one country. Any additions after June 30, 1997 shall be submitted, as above, not more than 10 days after the person or persons are engaged by the Challenger or candidate for the defence of the Cup.

(ii)Not later than October 30, 1999 and to the extent arrangements have been made, each challenging club and candidate for the defence of the Cup shall submit to RNZYS, the names and details of the members of the competing yacht's crew, who satisfy the conditions of nationality for more than one country.

(iii) RNZYS shall promptly provide copies of all such names and details of designers and crew to the Challenger of Record for dissemination to all Challengers and shall disseminate thereto all candidates for the defence, respectively. A person whose name and details have been properly submitted, and copied to the Challenger of Record, shall be deemed eligible to participate in the Challenger Selection Series and the Match as a national of the country so claimed unless, within 28 days after submittal to the Challenger of Record, there is a challenge to the person's eligibility by referring it to the America's Cup Arbitration Panel. A person who has been determined otherwise eligible under this process may become ineligible if, subsequent to a determination of eligibility, his or her actions violate the nationality requirements set forth in the amendments to Footnote (1) in amplification of the 1980 Resolutions set forth in the First 1984 Resolutions and the Second 1990 Resolutions, as modified by paragraph (a) of this Article 13.

(c)Subsequent to the first race of the Challenger Selection Series a Challenger shall submit to the RNZYS, and RNZYS shall itself submit in respect of the defence, the name and details of additional crew members on their respective yachts who satisfy the conditions of nationality for more than one country and such names and details shall be immediately provided by RNZYS to the Challenger of Record for dissemination to all Challengers, respectively. The persons whose names and details have been properly submitted shall be deemed eligible to sail as a national of the country so claimed unless, within 7 days after being provided to the Challenger of Record there is a challenge to the person's eligibility by referring it to the America's Cup Arbitration Panel in which event, such persons shall be ineligible to sail during the 7 day period.

(d)All disputes relating to the determination of the country which a designer or crew member may represent in the America's Cup shall be resolved:

(i)first, if relating to a Challenger, by the Challenger of Record (or, if constituted, a Challenger of Record Committee elected by the Challengers and duly approved by RNZYS), and RNZYS must ratify the Challenger of Record decision

(ii)secondly, if relating to a defender, by the RNZYS, and the Challenger of Record must ratify the RNZYS decision.

If in either of the above situations RNZYS and the Challenger of Record cannot agree and do not ratify the other's decision, the matter shall immediately be referred to the America's Cup Arbitration Panel for determination.

(e)Unless the Challenger of Record and the RNZYS otherwise agree, and in each case subject to satisfactory confidentiality undertakings being entered into, following the commencement of the first race of the Challenger Selection Series:

(i) no person who has crewed on a yacht in the Challenger Selection Series, no person who has worked as a designer for a Challenger, and no other person who works in any capacity for a Challenger and whose name is notified in writing to RNZYS by a Challenger as being a person to whom this Article 13(e) shall apply, shall thereafter crew on any yacht of, or work as a designer or in any other capacity for, any other Challenger or any candidate for the defence;

(ii) no person who has crewed on a yacht of a candidate for the defence after the commencement of the first race of such Challenger Selection Series, no person who has worked as a designer for a candidate for the defence, and no other person who works in any capacity for a candidate for the defence and whose name is notified in writing to RNZYS by a candidate for the defence as being a person to whom this Article 13(e) shall apply, shall thereafter crew on any yacht of, or work as a designer or in any other capacity for, any Challenger or any other candidate for the defence; and

(iii) no person who has been a member of the America's Cup Arbitration Panel, a member of the International Jury or an International Umpire for America's Cup XXX, a member of the Race Committee or who has held any similar position shall thereafter crew on any yacht of, or work as a designer or in any capacity for, any Challenger or any candidate for the defence.

(f)The "First 1993 Resolutions" adopted by unanimous consent of the board of directors of the San Diego Yacht Club on April 9 1993 shall not apply and RNZYS, in its capacity as trustee, will rescind the "First 1993 Resolution". RNZYS has agreed to use its best endeavors to try and formulate an appropriate interpretive resolution to deal with the issues of the use by designers of various design tools such as computer software and testing facilities, with a view to issuing such an interpretive resolution before 31 December 1996. If such an interpretive resolution is issued it will apply for America's Cup XXX.

(g)The 1980 Resolutions and the 1982 Amendments are altered by replacing subparagraph (b) with the following:

"(b) A yacht shall be deemed to be "built" in a country if the hull of the yacht, including all framing and all planking, plating or other form of surfacing of the hull, shall be fabricated and assembled in that country, provided that the foregoing provisions of this clause (b) shall not prevent the modification of the hull of any Challenger, or candidate, in the country in which an America's Cup match is to take place, so long as the modification or manufacture:

(i) is effected when the Challenger or candidate is in such country; and

(ii)meets the requirements of clause (a) above, and"

and by adding new subparagraphs (c), (d), (e) and (f) as follows:

"(c) A yacht shall be deemed to be "built" in a country irrespective of where the yacht's sails and rigs are manufactured so long as the requirements of clause (a) above are met in relation to those sails and rigs;

(d) For the purpose of clause (c) above, a rig shall include mast and main boom tapers, shroud and spreader locations, and non-standard fittings;

(e) In relation both to rigs and yachts generally, standard fittings of different design origin are acceptable provided they are generally available; and

(f) If any sail or rig of a yacht of a Challenger or candidate for the defence is manufactured in a country other than that in which that Challenger or candidate for the defence is located, then any other Challenger or candidate for the defence shall, on request, be provided by the particular Challenger or candidate for the defence with written certification from the manufacturer that it received the sail or rig design from a designer satisfying the nationality requirements of the country in which the particular Challenger or candidate for the defence is located and that construction of the sail or rig complied with that designer's drawings and/or specifications."

ARTICLE 14: ADVERTISING

RNZYS intends generally to maintain constraints on advertising for America's Cup XXX similar to those in America's Cup XXIX with the following exception:

From the time of acceptance as a Challenger or candidate for the defence by RNZYS, advertising of or other reference to tobacco products by such Challenger or candidate for the defence is prohibited anywhere in New Zealand.  This prohibition shall apply in a Challenger's or candid for the defence's compound, on its boats, sails, and equipment, on crew clothing, in advertising material for either the printed or electronic media, and to any other manner or means that fall within the definition of advertising contained in Appendix A-3 of the Racing Rules.   "Advertising of tobacco products" as used in this provision shall include, but is not limited to (a) the use or display of the name of any tobacco product, (b) the use or display of the name of any company or other entity where such name is also, in whole or in part, the name under which a tobacco product is produced, sold, or otherwise distributed, (c) the use or display of a logo, trademark, device or design that is commonly used on tobacco products.

ARTICLE 15: RECONNAISSANCE

The intention of this provision is to prohibit Challengers and candidates for the defence and their respective syndicates from gathering (or attempting to gather) design and yacht performance data and information from or about another Challenger or candidate for the defence, its business operations, or its yachts, especially through illegal, clandestine, dangerous, or expensive means.

This provision applies throughout the world as between all syndicates representing either a challenging yacht club or RNZYS from 14 May 1996 through to the last race of the Match.

Specifically permitted acts include, but are not limited to:

(a)the visual observation, photography, and video taping of another syndicate's yacht from a surface vessel operated in a safe manner and in accordance with local regulations for separation of traffic and provided the observations are made from a distance of at least 200 meters and are not in violation of sub-paragraph (j) below. The observing syndicate must clearly identify the observing vessel with the syndicate's name or known flag,

(b)the visual observation of another syndicate's yacht, not intended to gather design and yacht performance information, and which is largely unavoidable due to the close proximity of compounds of competing syndicates or passages in the harbour or at sea or overflying in the case of passages by air, and

(c)the receipt and use of casual gossip and press reports

Specifically prohibited are (in regard to or when directed against another syndicate's yacht, support boats or facilities for purposes contrary to the intent of this rule):

(d)any illegal act,

(e)the use of long-range listening devices for eavesdropping,

(f)the use of satellites, aircraft (fixed or rotary winged), and/or other means to observe or record from above other participant's yachts when sailing or ashore in compounds,

(g)the use of divers, submarines or other means to observe or record below or from below the surface of the water,

(h)the capture, recording or analysis of performance data emanating from telemetry, instruments, computers, etc. from another competing syndicate,

(i)the acceptance of any information from a third party that, under this rule, would have been improper for the syndicate to obtain directly,

(j)the use of any vessel (other than the opposing yacht in a match) or vehicle to "shadow" or otherwise attempt to gauge performance. "Hooking up" or otherwise engaging in matches against the yacht of any other participant while tuning or practising, without first obtaining the consent of the other yacht, is a violation of this provision,

(k)other than from an opposing yacht in the same match the use of instruments such as laser range-finders and radar to attempt to gauge performance, or

(l)the use of discarded waste material from syndicate compounds or any other source.

The penalty for failing to comply with this rule shall be decided by the America's Cup Arbitration Panel who may, when the Jury is appointed under Article 23, delegate that power under this Article 15 to the Jury. Penalties may be applied to the owner, the yacht, the crew or all or any of them. Penalties may include loss of points or exclusion or disqualification from the event.

ARTICLE 16: RULES

The conduct of the Challenger Selection Series, the Defender Selection Series, if there is one, and the Match shall be governed by:

(a)

(i) the Racing Rules as they exist at the time of execution of this Protocol, or as may subsequently be amended by the IYRU provided that if subsequent amendments introduce "experimental rules" the Challenger of Record and RNZYS shall determine by agreement to what extent, if any, those experimental rules shall apply,

(ii) the IACC Class Rule, Version 2.0 dated March 10, 1993 (unless a new version of the IACC Class Rule is issued, in which case the new version shall apply) ("Class Rules"). In the event of a conflict between the Racing Rules and the Class Rules, the Racing Rules shall govern unless the Class Rules specifically alter the Racing Rules,

(iii) the Match Racing Rules, Appendix B6, of the Racing Rules, except so far as any of (i), (ii) and (iii) are altered by the Conditions:

(b) the America's Cup Deed of Gift, the Interpretive Resolutions and the Decisions of the America's Cup Arbitration Panel;

(c) the Conditions; and

(d) this Protocol.

ARTICLE 17: ELIGIBILITY AND MODIFICATIONS TO YACHTS

Each Challenger and candidate for the defence may build, acquire or otherwise obtain two New IACC yachts eligible for America's Cup competition.

A new IACC yacht is a yacht that complies with IACC Class Rule 39.4, the construction of which is commenced after the Final Race ("New IACC yacht"). A New IACC yacht may be altered without that yacht counting as a further New IACC yacht to the extent that such alterations (or where there are sequential alterations the total of all alterations to the particular yacht) do not exceed:

(a) 20% of the area of the bottom (ie below the LBG plane);

(b) 50% of the area of the topsides (ie above the LBG plane); and

100% of the shape or area of the deck may be altered.

An Old IACC yacht is a yacht, the construction and delivery of which has been completed prior to the Final Race ("Old IACC yacht"). An Old IACC yacht may be altered and shall not constitute a New IACC yacht to the extent that such alterations (or where there are sequential alterations, the total of all alterations to the particular yacht since the date of Final Race) do not exceed:

(c) 35% of the area of the bottom (i.e. below the LBG plane);

(d) 80% of the area of the topsides (i.e. above the LBG plane); and

100% of the shape or area of the deck may be altered.

No alteration to a New IACC yacht or to an Old IACC yacht may be made without the prior written approval of the Technical Director appointed under the Class Rules. In order to enable the Technical Director to consider whether approval should be given to any proposed alteration, the Technical Director shall be provided with all information that he requests which he believes is necessary to enable him to determine whether such alteration is permitted under the above rules. Prior approval shall not be required for any alterations to the deck.

Without limiting the power of the Technical Director to request that information be provided to him for the purpose of determining whether or not any particular alteration or alterations are permitted under the above rules:

(i) for New IACC yachts, at the time a sail number is allocated under IACC Class Rule 39.4 the Technical Director shall be provided with a copy of the lines plans for the canoe body of the yacht which is allocated the sail number and those lines plans shall be the base from which the percentage changes are determined;

(ii) for Old IACC yachts, the lines plans for the canoe body of the particular yacht as at the date of the Final Race, redrawn if necessary to represent the accurate lines plans of the canoe body of that yacht as at the date of the Final Race, shall be presented to the Technical Director prior to any such alterations commencing;

(iii) repairs in accordance with the Conditions are not considered alterations; and

(iv) the Technical Director shall hold all lines plans provided under (i) and (ii) in strictest confidence and they shall normally be stored for safe keeping in a recognised safety deposit facility.

In order to assist Challengers and candidates for the defence to understand the ambit of the above rules and the nature of alterations which will and will not be permitted under the rules, the Technical Director shall consult with RNZYS and the Challenger of Record and shall issue an explanatory interpretation of this Article 17, such explanatory interpretation to be approved before issue by both RNZYS and the Challenger of Record.

Only (1) the two New IACC yachts built, acquired, or otherwise obtained by a Challenger or candidate for the defence of the Cup, and (2) any Old IACC yacht which otherwise satisfies the design and other nationality requirements in respect of the particular Challenger or RNZYS, shall be eligible for the America's Cup XXX competition.

The intent of this rule is to limit the Challengers and candidates for the defence in America's Cup XXX to building, acquiring, or otherwise obtaining two New IACC yachts and to maximize the use of Old IACC yachts. For example acquisition by loan, or any other means, of a new yacht capable of being measured in as an IACC yacht without significant modification would be a violation of this rule. In order to effect that intent, once a person or entity whether then a Challenger or not, has been allocated two sail numbers under IACC Class Rule 39.4, no further sail numbers may be allocated to that person or entity and a person or entity shall only be entitled to be allocated a new sail number under IACC Class Rule 39.4 to the extent that at the time of such allocation, the participant has not built, acquired or obtained (in each case through alteration or otherwise) two New IACC yachts.

Furthermore, in order to give effect to the full intent of this rule, each person or entity whether then a Challenger, candidate for the Defence or not, must engage separate and independent yacht designers having no involvement with any other Challenger or candidate for the Defense’s program to develop an IACC yacht or a yacht substantially similar to an IACC yacht. Design or performance information regarding such yacht of a person or entity may not be shared or exchanged with another person or entity except that which may be gleaned without assistance from the other person or entity in formal or informal or head-to-head competition. Moreover, any scale model or scaled down version of an IACC yacht (or other yacht which could be measured as an IACC yacht without significant modification) which is greater than one-third of the size of an actual IACC yacht (or such other yacht) is deemed to be a New IACC yacht for the purposes of this Article and shall be deemed to have been allocated a sail number under IACC Class Rule 39.4.

For the avoidance of doubt any agreement, arrangement or understanding, whether legally enforceable or not, by one person or entity (in this paragraph "the first person") whether or not such person or entity is at that time a Challenger, with any other person or entity (in this paragraph "the second person") that the second person will directly or indirectly build, acquire or otherwise obtain one or more yachts of whatever type (in this paragraph "other yachts") so that the first person can directly or indirectly obtain, in any manner whatever, design or performance information regarding the other yacht or yachts for use in the program of design, development or challenge of the first person, shall be prohibited.

ARTICLE 18: NUMBER OF SAILS

IACC Class Rule 33.8 shall not apply. The maximum number of measured sails permitted for each Challenger and each candidate for the defence shall be sixty, provided that in the Match each of the Challenger and the defender shall be limited to a sail inventory of no more than thirty measured sails ("Match Sail Inventory") from the maximum permitted number of sixty measured sails. Furthermore, to be eligible for use in the Match, a measured sail must also be separately registered with the Technical Director as part of the Challenger's or defender's Match Sail Inventory. Sails may be measured and/or registered in the Match Sail Inventory at any time during the Match as long as no more than thirty measured sails can be registered in their Match Sail Inventory by either the Challenger or the defender. In this Article 18 a measured sail is a sail measured by and registered with the Technical Director under the Class Rules and, for the avoidance of doubt, once a sail has been measured by and registered with the Technical Director under the Class Rules by a Challenger or a candidate for the defence, it may not be so measured or registered by any other person.

ARTICLE 19: CHALLENGER APPENDAGES

Providing a Challenger's yacht arrives in New Zealand with appendages (including foils, bulbs, canards, etc), designed by a national and manufactured in the country of the Challenger, further appendages may be constructed in New Zealand for that yacht provided they have been designed by a national of the country of the Challenge.

ARTICLE 20: TELEVISION EQUIPMENT

During racing in the Challenger Selection Series, the Defender Selection Series, if there is one, and the Match, television, audio and other electronic equipment will be carried on yachts and/or crew of both Challengers and candidates for the defence. The amount and manner of placement of such television, audio and other electronic equipment on yachts and crew will be consistent for all Challengers and candidates for the defence.

ARTICLE 21: OTHER CONDITIONS

RNZYS and the Challenger of Record may, from time to time, determine such other conditions as they agree are necessary for the America's Cup XXX regatta.

ARTICLE 22: LICENSE AGREEMENT

At the time of signing the Conditions, or at such later time as RNZYS requires, each Challenger must execute a license agreement relating to the America's Cup trademarks with ACPI. Any dispute as to the terms of that agreement shall be determined by the America's Cup Arbitration Panel.

ARTICLE 23: INTERNATIONAL JURY

An International Jury shall be appointed by RNZYS and the Challenger of Record under the procedure set forth in Appendix A5 of the Racing Rules ("Jury"). The Jury so appointed shall preside over the Challenger Selection Series, the Defender Selection Series, if there is one, and the Match. The Jury shall have jurisdiction to determine all disputes concerning Racing Rules and in particular shall have the powers set out in Appendix A5 of the Racing Rules with the Jury having the power to determine the matters set out in clause 3.8 without RNZYS having the ability to direct otherwise. The Jury shall also have jurisdiction to determine matters of interpretation of the Conditions which those Conditions specifically provide shall be determined by the Jury, and shall hear measurement protests. When hearing a measurement protest the Jury shall consult with the Measurement Committee. Matters referred to in Article 24 shall, for the purposes of that protest, be determined by the Measurement Committee. The Jury shall not have jurisdiction to determine matters within the jurisdiction of the Measurement Committee under Article 24 or within the jurisdiction of the America's Cup Arbitration Panel under Article 25. Decisions of the Jury shall be final and shall not be subject to appeal or be referred to any court or other tribunal for review in any manner.

ARTICLE 24: MEASUREMENT COMMITTEE

All matters relating to the measurement of the IACC yachts, the interpretation of Class Rules and the determination as to whether a yacht meets IACC class rules are to be determined by the Measurement Committee jointly appointed under the IACC Rules by RNZYS and the Challenger of Record. Decisions of the Measurement Committee shall be final and shall not be subject to appeal or be referred to any court or other tribunal for review in any manner.

ARTICLE 25: AMERICA'S CUP ARBITRATION PANEL AND DISPUTE RESOLUTION

An America's Cup Arbitration Panel ("America's Cup Arbitration Panel") shall be established whereby the RNZYS, as holder of the Cup, and NYYC will each select two members of a five person arbitration panel. The fifth member will be selected by agreement of the four members of the five person arbitration panel already selected. Criteria for selection of all members shall include:

(a) they may be a resident or citizen of any country participating in the America's Cup XXX competition or trials whether or not they have a significant interest in the dispute or issue;

(b) they shall possess extensive knowledge of America's Cup history, the Deed of Gift, and the Interpretive Resolutions;

(c) they shall possess good general knowledge of yacht racing and yacht clubs; and

(d) they shall be known to be fair minded and possess good judgement.

The America's Cup Arbitration Panel shall be empowered as follows:

(i) to resolve all matters of interpretation of this Protocol;

(ii) to resolve disputes (other than those concerning the Racing Rules or any applicable class or rating rule) between RNZYS and the Challenger of Record;

(iii) to resolve disputes (other than those concerning the Racing Rules or any applicable class or rating rule) between RNZYS and an individual Challenger when the Challenger of Record certifies in writing to RNZYS that a majority of the Challengers desire the issue to be resolved by the America's Cup Arbitration Panel;

(iv) to resolve disputes, (other than those concerning the Racing Rules or any applicable Class or rating rule) between individual Challengers when one of those Challengers so requests or between an individual Challenger and the Challenger of Record;

(v) in the event of disagreement among Challengers, to designate the Challenger of Record under Article 5;

(vi) to resolve any disagreement between RNZYS and the Challenger of Record and in particular settling the matters referred to in Article 7;

(vii) to determine matters of nationality and other issues under Article 13 and the appropriate penalty for any breach of that Article;

(viii) to determine the appropriate penalty under Article 15;

(ix) to resolve disputes under Article 22; and

(x) to resolve any other matters which it is given jurisdiction to determine.

The International Jury shall not have the power to determine the matters set out in paragraphs (i) to (x)inclusive.

NYYC and RNZYS shall have the right at any time to replace one or both of their respective America's Cup Arbitration Panel members, in the event of death, illness, loss of mental faculties, resignation or any other reason which, in the view of the respective entity which appointed the particular member, makes them unable or unwilling to exercise their powers and/or functions under this Article 25. Likewise the four members of the America's Cup Arbitration Panel appointed by NYYC and RNZYS shall have the power to replace the fifth member of the America's Cup Arbitration Panel mutually appointed by them at any time in the event of death, illness, loss of mental faculties, resignation, or for any other reason which, in the view of those four members who appointed that fifth member, makes that fifth member unable or unwilling to exercise their powers and/or functions under this Article 25.

A quorum for meetings of the America's Cup Arbitration Panel shall at all times be five (5), with each member entitled to one vote. Decisions shall be made by majority vote. The America's Cup Arbitration Panel shall determine its own procedure.

If RNZYS calls for an America's Cup Arbitration Panel meeting, a meeting shall be convened with the costs associated with such meeting (excluding costs associated with the opposing side making its presentation which will be borne by that side) being paid by RNZYS. Should RNZYS and a majority of the Challengers call an America's Cup Arbitration Panel meeting, a meeting shall be convened with all costs associated with such a meeting (excluding RNZYS's and the Challenger of Record's own costs which will be borne by them) being shared equally between RNZYS and the Challenger of Record. If a Challenger calls for an America's Cup Arbitration Panel meeting, a meeting shall be convened with the costs associated with such a meeting (excluding costs associated with the opposing side making its presentation which will be borne by that opposing side) being paid by the Challenger. Costs associated with an America's Cup Arbitration Panel Meeting called under item (v) (excluding individual Challengers own costs which will be borne by those Challengers) shall be borne equally by the Challengers. Costs associated with a America's Cup Arbitration Panel Meeting under (vi) (excluding each party's own costs which will be borne by those parties) shall be borne equally by RNZYS and the Challenger of Record. Costs associated with an America's Cup Arbitration Panel Meeting under item (vii) shall be borne by the person making the challenge. Costs associated with an America's Cup Arbitration Panel Meeting under item (viii) shall be borne by the party in respect of which a penalty is being determined. Costs associated with an America's Cup Arbitration meeting under (ix) shall be shared equally between RNZYS and the Challenger of Record.

ARTICLE 26: INTERPRETATION

Whenever there is a conflict between the provisions of this Protocol and the Conditions or any other relevant racing rule or document (other than the Deed of Gift), the terms of this Protocol shall prevail.

In interpreting this Protocol all the provisions hereof shall receive both a construction as will best promote the purpose and object underlying this Protocol or of the particular provision and such fair, large and liberal interpretation as will best ensure that they are given their true spirit, meaning and intent.

All references to RNZYS shall, where the context permits, include a reference to its appointed event organizing entity appointed for the purpose of organizing a defence. That entity at the date of this Protocol is Team New Zealand Limited.

The term "Challenger", except where inconsistent with the context, includes any syndicate or other entity through which a challenging yacht club challenges for America's Cup XXX. The term "candidate for the defence " means a syndicate or other entity which represents or seeks to represent RNZYS as defender of the America's Cup. Each Challenger shall ensure, that any such syndicate or other entity complies in all respects with this Protocol. RNZYS shall ensure, that any such candidate for the defence complies in all respects with this Protocol.

ARTICLE 27: EXECUTION

One copy of this Protocol will be executed by RNZYS in New Zealand and a separate copy will be executed by NYYC in the United States and this Protocol will be binding once each of RNZYS and NYYC have so executed a copy. The document will be dated according to the then date in New Zealand when the second party signs. RNZYS and NYYC will then arrange for further copies of this Protocol, which will bear the same date as the separately executed copies, to be jointly signed by each of them. Both the separately signed copies and the jointly signed copies shall be of equal effect.

ROYAL NEW ZEALAND YACHT SQUADRON

______________________________________

Peter B. Hay

Commodore

NEW YORK YACHT CLUB

______________________________________

Alfred L Loomis III

Commodore

DATED the __________ day of April 1996.