Exhibit 2.3

FISCAL AND PAYING AGENCY AGREEMENT    TPG N.V.    EUR 1,000,000,000    5.125% Bonds 2001 due 2008    29 November 2001





FISCAL AGENCY AGREEMENT

The undersigned:

and

whereas:



declare to agree as follows:

Fiscal Agent and other Paying Agents

Clause 1

Form and conditions of the Bonds

Clause 2



Execution and delivery of the Bonds

Clause 3



Payments on the Bonds

Clause 4



Notification

Clause 5

Cancellation of Bonds and Coupons

Clause 6





Replacement of Bonds and Coupons

Clause 7



Paying Agents' obligations in respect of meetings of Bondholders

Clause 8

The Paying Agents shall perform such functions in respect of the meetings of Bondholders as are required under Schedule 3 to this Agreement.

Fees and expenses; taxes; indemnity

Clause 9



Provisions regarding the Paying Agents' duties

Clause 10

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|10.1. | Except as otherwise ordered by a court of competent jurisdiction or as otherwise required by law, the Issuer and any Paying Agent may, as long as the Bonds are represented by a Global Bond, (a) for the purpose of
payment of principal and interest on the Bonds, treat the bearer of a Global Bond as the holder of the Bonds, and (b) for all other purposes treat any person who is for the time being shown as the holder of a particular nominal amount of Bonds
in the record of NECIGEF or an affiliated institution (aangesloten instelling) within the meaning of the Dutch Act on Giro Transfers of Securities (Wet giraal
effectenverkeer)) (in which regard any certificate or other document issued by NECIGEF or such affiliated institution shall be conclusive and binding except in the case of manifest error) as the holder of such nominal amount
of Bonds (and, if definitive Bonds have been issued, treat the bearer of such Bond or a Coupon as its absolute owner for all purposes (whether or not such Bond or Coupon shall be overdue and notwithstanding any notice of ownership or writing thereon
or any notice of previous loss or theft thereof)) (and "Bondholder" shall have the corresponding meanings).
|10.2. | No Paying Agent shall:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        



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|10.3. | Each Paying Agent shall be entitled to rely on all documents received by it in connection with any Bond (or Coupon) or this Agreement and reasonably believed by it to be genuine and to have emanated from, or to have been
authorised or signed by, the person from whom it purports to come. Whenever in connection with any Bond (or Coupon) or this Agreement any Paying Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Issuer
prior to taking or suffering any action hereunder, it may deem such fact or matter to be conclusively proved and established by a certificate signed by the Issuer and delivered to any Paying Agent.





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|10.4. | In acting under this Agreement and in connection with the Bonds, the Paying Agents shall act solely as bankers for, and agents of, the Issuer and in such capacity will not thereby assume any obligations towards, or
relationship of agency or trust for or with, any of the Bondholders (or Couponholders, if any).                                                                                                                                                                                                                                                                                                                                    
|10.5. | Subject to the terms of this Agreement, the Fiscal Agent shall be entitled to deal with monies paid to it by the Issuer in the same manner as other monies paid to it as a banker by its customers. The Fiscal Agent shall be entitled to any interest
earned on the monies from time to time credited to the account referred to in clause 4 subclause 1.                                                                                                                                                                                                                                                                                                
|10.6. | The Paying Agents and their respective directors, officers, employees and agents, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Bonds (or Coupons, if any) with the same rights that they would have
had if the relevant Paying Agent was not a Paying Agent, and the Paying Agents, in their individual or any other capacity, may engage or be interested in any financial or other transaction with the Issuer and may act on, or as a depositary, trustee
or agent for, any committee or body of Bondholders (or Couponholders, if any) as if the relevant Paying Agent were not a Paying Agent.

Termination and appointment of Paying Agents

Clause 11

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|11.1. | The Issuer may at any time:



provided always that as long as any Bond is outstanding:



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|11.2. | Each Paying Agent may at any time resign its appointment as such by giving the Issuer and, except where the original notice is given by the Fiscal Agent, also to the Fiscal Agent, at least ninety days' notice to that
effect, provided always that:



| | 
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|11.3. | Upon its removal or resignation becoming effective, the Fiscal Agent shall, upon payment of all its unpaid fees and expenses due pursuant to clause 9, forthwith transfer to the successor Fiscal Agent all monies held by it in the account referred
to in clause 4 subclause 1, and all Bonds (and Coupons, if any) in its possession pursuant to the provisions of this Agreement.                                                                                                                                                                                                                                           
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|11.4. | Upon the execution and delivery by the Issuer and any successor Fiscal Agent or other further Paying Agent of an instrument effecting the appointment of such Fiscal Agent or other Paying Agent, such successor Fiscal Agent or other further Paying
Agent shall without any further act become vested with all the powers, discretions, authorities and duties and all other rights and obligations of the Fiscal Agent or a Paying Agent, as the case may be, under this Agreement.                                                                                                                                          
|11.5. | Each Paying Agent may at any time change its specified office by giving the Issuer and, except where the original notice is given by the Fiscal Agent, also to the Fiscal Agent, at least thirty days' notice to that effect, stating the address of the
new specified office and the effective date of such change, provided that the new specified office must always be in the same city as the original specified office. The Issuer shall, at the expense of such Paying Agent, within fifteen days of receipt
of such notice give to the Bondholders notice of such change and of the address of the new specified office.

Amendments

Clause 12

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|12.1. | This Agreement may be amended by the parties without the consent of any Bondholder if in the reasonable opinion of the Issuer and the Fiscal Agent such amendment is of a formal, minor or technical nature or to correct a
manifest error. Any such amendment shall be binding upon the Bondholders and, unless the Fiscal Agent, acting with the interests of the Bondholders in mind, requires otherwise, no notice of such amendment needs to be given to the
Bondholders.
|12.2. | This Agreement may be amended other than as provided in subclause 1 with the approval of a meeting of Bondholders, as provided in Schedule 3 to this Agreement.                                                                                                                                                                                                                                                                                                               

Notices

Clause 13

Any notice or notification given in connection with this Agreement may be delivered in person or sent by mail or by facsimile and must be in the English language.
Except as otherwise provided in this Agreement, any such notice or notification to the Issuer shall be addressed TPG N.V., Director Treasury, Neptunusstraat 41-63, 2132 JA Hoofddorp, The
Netherlands, fax: (31-20) 500 73 25, tel: (31-20) 500 63 25, and any such notice or notification to any of the Paying Agents shall be addressed to the relevant Paying Agent at
its specified office. The Issuer may, by notice to the Fiscal Agent, who shall forthwith notify the other Paying Agents, elect another address than the address mentioned in the first sentence of this
clause.

Governing law and jurisdiction

Clause 14

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|14.1. | This Agreement and the Bonds (and the Coupons, if any) shall be governed by the laws of the Netherlands.

|14.2. | All disputes arising out of or in connection with this Agreement or the Bonds (or the Coupons, if any) shall be submitted to the exclusive jurisdiction of the competent courts at Amsterdam, the Netherlands and their appellate courts.
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Definition

Clause 15

In this Agreement and the Bonds the expression "outstanding" means all the Bonds other than (i) those Bonds which have been redeemed in accordance with the
Terms and Conditions, (ii) those Bonds in respect of which the date for redemption in accordance with the Terms and Conditions has occurred and the redemption monies wherefore, including all
interest payable in respect thereof, have been duly paid to the Fiscal Agent in the manner provided in clause 4 and remain available for payment against presentation of the relevant Bond(s) (or
Coupons, as the case may be), (iii) those Bonds which have become void under Condition 7 of the Terms and Conditions, (iv) those Bonds which have been purchased and cancelled as provided
in Condition 4 of the Terms and Conditions, (v) those mutilated or defaced Bonds which have been surrendered and cancelled and in respect of which replacement Bonds have been issued, and
(vi) for the purpose only of ascertaining the amount of the Bonds outstanding and without prejudice to the status for any other purpose of the relevant Bonds, those Bonds which are alleged to
have been lost, stolen or destroyed and in respect of which replacement Bonds have been issued.

in witness whereof:

this
Agreement was executed in twofold in the name of all parties in the manner set out below.

specified
office:
Bijlmerplein 888
1102 MG Amsterdam Zuidoost
The Netherlands





SCHEDULE 1  TERMS AND CONDITIONS  See Preliminary Offering Circular dated 13 November 2001

TERMS AND CONDITIONS OF THE BONDS

The Euro 1,000,000,000 5.125% Bonds 2001 due 2008 issued by TPG N.V. (the"Bonds", which expression shall, where
the context so permits, include the Global Bonds (as defined below) and any further Bonds issued pursuant to Condition 12 and forming a single series with the Bonds) are issued under a fiscal and
paying agency agreement dated 29 November 2001 (the"Fiscal Agency Agreement") between the Issuer, the initial fiscal agent (in that capacity and
including any successor fiscal agent, the"Fiscal Agent") and the initial paying agent (such paying agent, any additional or successor paying agent and
the Fiscal Agent collectively the"Paying Agents") named in Condition 5. These Terms and Conditions include summaries of, and are subject to, the
provisions of the Fiscal Agency Agreement. Copies of the Fiscal Agency Agreement are available for inspection by Bondholders (as defined below) (and the holders of the related interest coupons, if
any, (the"Couponholders"and the"Coupons"respectively)) at the specified office of each of the Paying
Agents. The Bondholders (and the Couponholders, if any) are entitled to the benefit of, are bound by, and are deemed to have notice of, all of the provisions of the Fiscal Agency Agreement.

1.    Form, denomination and title

The Bonds shall be represented by a temporary global bearer bond (the"Temporary Global Bond") without interest
coupons, which shall be exchanged for a permanent global bearer bond (the"Permanent Global Bond"and together with the Temporary Global Bond, the "Global Bonds") not earlier than forty days after 5 December 2001 in accordance with its terms. The Global Bonds shall be deposited with
Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V.
("NECIGEF"). No definitive bonds will be issued except in certain limited circumstances set out in the Permanent Global Bond.

The
nominal amount of each Bond shall be Euro 1,000.

Except
as otherwise provided by law, title to the Bonds (and to the Coupons, if any) will pass by delivery.

Except
as otherwise ordered by a court of competent jurisdiction or as otherwise required by law, the Issuer and any Paying Agent may, as long as the Bonds are represented by a Global
Bond, (a) for the purpose of payment of principal and interest on the Bonds, treat the bearer of a Global Bond as the holder of the Bonds, and (b) for all other purposes treat any person
who is for the time being shown as the holder of a particular nominal amount of Bonds in the records of NECIGEF or an affiliated institution (aangesloten
instelling) within the meaning of the Dutch Act on Giro Transfers of Securities (Wet giraal effectenverkeer) (in which regard
any certificate or other document issued by NECIGEF or such affiliated institution shall be conclusive and binding except in the case of manifest error) as the holder of such nominal amount of Bonds
(and, if definitive Bonds have been issued., treat the bearer of such Bond or a Coupon as its absolute owner for all purposes (whether or not such Bond or Coupon shall be overdue and notwithstanding
any notice of ownership or writing thereon or any notice of previous loss or theft thereof)) (and "Bondholder" shall have the corresponding meanings).



2.    Status and Negative Pledge

The Bonds constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer and rank and will rankpari
passuwithout any preference among themselves andpari passuwith all other present and future unsecured and unsubordinated
obligations of the Issuer (save for obligations preferred by mandatory provisions of law).

So
long as any Bond remains outstanding (as defined in the Fiscal Agency Agreement), the Issuer will not, and the Issuer shall procure that none of its Material Subsidiaries will, create
or permit to subsist any mortgage, charge, pledge, lien or other encumbrance upon the whole or any part of its present or future undertakings, assets or revenues to secure any Relevant Indebtedness
without at the same time or prior thereto securing the Bonds equally and rateably therewith or providing such other security for the Bonds as may be approved by an Extraordinary Resolution (as defined
in the Fiscal Agency Agreement) of the Bondholders.

In
these Terms and Conditions:



3.    Interest

The Bonds bear interest from 5 December 2001 at the rate of 5.125% per annum, payable annually in arrears on 5 December of each year, commencing on 5
December 2002 (each such date an"Interest Payment Date"). Interest shall cease to accrue on the Bonds from the due date for redemption thereof
unless, upon due presentation of a Bond, payment of the principal thereof is improperly withheld or refused or unless default is otherwise made in respect of such payment. In such event, interest on
that Bond shall only cease to accrue from the date on which, upon due presentation of the Bond, payment of the principal thereof is made or, if earlier, from the seventh day after the Fiscal Agent has
given notice to the Bondholders in accordance with Condition 11 that the necessary funds for such payment are available at the offices of the Fiscal Agent.

When
interest is required to be calculated in respect of a period of less than a full year, it shall be calculated on the basis of the actual number of days elapsed divided by 365 (or,
in respect of any days elapsed that fall in a leap year, divided by 366).



4.    Redemption and purchase

Unless previously purchased and cancelled as provided below, the Bonds shall be redeemed at their principal amount on 5 December 2008. The Bonds may not be
redeemed prior to that date, without prejudice to Conditions 6 and 8.

The
Issuer may at any time purchase Bonds in the open market or otherwise at any price. At the discretion of the Issuer, it may require the Fiscal Agent to procure that the Bonds so
purchased are cancelled (provided that, in the case of a definitive Bond, the Bond is surrendered to the Fiscal Agent with all unmatured Coupons appertaining thereto attached thereto).

All
Bonds which are redeemed or purchased and cancelled in accordance with this Condition may not be reissued or resold.

5.    Payments

Payment of principal of and interest on the Bonds shall be made against presentation and, in the case of principal, surrender of the relevant Bond (or, to the
extent that definitive Bonds have been issued, in case of interest due on an Interest Payment Date, against presentation and surrender of the relevant Coupon) at the specified office of the Fiscal
Agent (or, in the case of a definitive Bond or Coupon, a Paying Agent). The Fiscal Agent shall make a record on the Global Bond of each payment made on the Bonds, distinguishing between payments of
principal and payments of interest and such record shall be conclusive evidence that the relevant payment has been made.

All
payments shall be subject in all cases to any applicable fiscal or other laws and regulations, without prejudice to Condition 6.

If
the date for payment of principal of or interest on the Bonds is not a day on which banks are open for business in the place of presentation of the relevant Bond (or Coupon, as the
case may be), the Bondholder (or Couponholder as the case may be) shall not be entitled to payment until the next following such day. A Bondholder (or Couponholder) shall not be entitled to any
interest or other payment in respect of any such delay.

The
initial Fiscal Agent and Paying Agent is ING Bank N.V. at its office at Bijlmerplein 888, 1102 MG, Amsterdam, the Netherlands. The Issuer may at any time terminate the appointment of
any Paying Agent or appoint another Fiscal Agent or additional or other Paying Agents, provided that the Issuer shall at all times maintain a Paying Agent having a specified office in a city in a
Member-State of the European Union which, as long as the Bonds are listed on the official segment of the stock market of Euronext Amsterdam N.V. ("Euronext
Amsterdam", which expression shall, where the context so permits, include Euronext Amsterdam N.V.), shall be Amsterdam. Notice of any such termination or
appointment and of any changes in the specified offices of a Paying Agent shall be given to the Bondholders in accordance with Condition 11.



6.    Taxation

All payments of, or in respect of, principal of and interest on the Bonds shall be made without withholding of or deduction for, or on account of, any present or
future taxes, duties, assessments or charges of whatsoever nature imposed or levied by or on behalf of the Netherlands or any authority therein or thereof having the power to tax
("Withholding Taxes"), unless the withholding or deduction of such Withholding Taxes is required by law. In that event, the Issuer shall pay such
additional amounts as shall be necessary in order that the net amounts received by the Bondholders (or Couponholders, as the case may be) after such withholding or deduction shall equal the respective
amounts of principal and interest which would have been receivable had no such withholding or deduction been required, except that no such additional amounts shall be payable on account of any taxes,
duties or governmental charges which:



If,
as a result of any change in, or amendment to, the laws or regulations prevailing in the Netherlands, which change or amendment becomes effective on or after 5 December 2001,
or as a result of any application or official interpretation of such laws or regulations not generally known before that date, Withholding Taxes are or will be leviable on payments of principal or
interest in respect of the Bonds which cannot be avoided and, by reason of the obligation to pay additional amounts, such Withholding Taxes are to be borne by the Issuer, the Issuer may, at any time,
redeem the Bonds in whole (but not in part) at their principal amount together with interest accrued to the date fixed for redemption, on giving not less than thirty days' notice. No such notice of
redemption shall be given earlier than ninety days prior to the earliest date on which the Issuer would be obliged to withhold or pay Withholding Taxes were a payment in respect of the Bonds then
made. Any such notice shall be given by publication in accordance with condition 11. It shall be irrevocable, shall specify the date fixed for redemption and shall set forth a statement in summary
form of the facts constituting the basis for the right of the Issuer so to redeem.

7.    Prescription

Claims against the Issuer for payment of principal and interest on any Bonds (or Coupons, if any) shall be prescribed and become void unless made within five
years from the date on which such payment first becomes due.



8.    Events of Default

In any of the following events ("Events of Default") any Bondholder may by written notice to each of the Issuer
and the Fiscal Agent at its specified office declare his Bond or Bonds immediately due and payable, and thereupon any such Bond shall immediately, without further notice being required, become due and
repayable at its principal amount together with interest accrued to the date of repayment, unless, prior to the giving of such notice, all Events of Default shall have been cured:



9.    Substitution

The Issuer may, without any further consent or co-operation from the Bondholders (or Couponholders, if any), at any time, by way of transfer of its
legal relationship under the Bonds (and the Coupons, if any) substitute any wholly-owned subsidiary, direct or indirect, of the Issuer (the"Substituted
Debtor") as the holder of all of the Issuer's rights and obligations under the Bonds (and the Coupons, if any) provided that no payment of principal of or interest on any Bond
is overdue and further provided that the Substituted Debtor may make all payments of, or in respect of, principal of and interest on the Bonds without withholding of or deduction for Withholding Taxes
(as defined in Condition 6) imposed or levied by or on behalf of the country where the Substituted Debtor has its domicile or tax residence, or any authority therein or thereof having the power
to tax.

Upon
substitution pursuant to this Condition, any reference in these Terms and Conditions to the Issuer shall from then on be deemed to refer to the Substituted Debtor and any reference
to the Netherlands shall from then on be deemed to refer to the country where the Substituted Debtor has its domicile or tax residence.

Notice
of any substitution pursuant to this Condition shall be given to the Bondholders in accordance with Condition 11.



The
Issuer hereby irrevocably and unconditionally guarantees to the Bondholders that the Substituted Debtor shall pay all amounts of principal of and interest on the Bonds when due and
accordingly undertakes to pay, upon the Issuer failing to pay any amount of principal of or interest on any Bond, the relevant amount to the relevant Bondholder(s). In the event of substitution, this
guarantee ceasing to be the valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, shall constitute an Event of Default.

10.  Meetings of Bondholders and Modification

Pursuant to the Fiscal Agency Agreement the Issuer may at any time convene a meeting of Bondholders to consider any matter affecting their interests, including
modification by Extraordinary Resolution (as defined in the Fiscal Agency Agreement) of these Terms and Conditions. The provisions regarding meetings of Bondholders are contained in schedule 3
to the Fiscal Agency Agreement.

11.  Notices

All notices to the Bondholders shall be validly given if published in a daily newspaper of wide circulation in the Netherlands and, as long as the Bonds are
listed on Euronext Amsterdam, in the Euronext Official Daily List(OfficiNle Prijscourant)of Euronext Amsterdam, provided that if timely publication
in any such newspaper shall not be practicable, publication may take place in any other newspaper or newspapers as the Fiscal Agent shall deem necessary to give fair and reasonable notice to the
Bondholders. Any such notice shall be deemed to have been given on the date of publication or, if published more than once, on the date of the first publication.

12.  Further Issues

The Issuer may, at its sole discretion, from time to time issue further bonds or other securities having the same terms and conditions as the Bonds in all
respects, or in all respects except for the first payments of interest thereon, and so that such further bonds or other securities shall be consolidated and form a single series with the Bonds.
In that case, in these Terms and Conditions, unless the context otherwise requires, the expression"Bonds"shall include any such further bonds or
securities.

13.  Additional obligations

So long as the Bonds are listed on Euronext Amsterdam, the Issuer will comply with the provisions set forth in Article 2.1.20 of Schedule B of the
Listing and Issuing Rules (Fondsenreglement) of Euronext Amsterdam, as in force on the date of issue of the Bonds.

14.  Governing law and jurisdiction

The Fiscal Agency Agreement and the Bonds (and the Coupons, if any) are governed by the laws of the Netherlands. All disputes arising out of or in connection with
the Fiscal Agency Agreement or the Bonds (or the Coupons, if any) shall be submitted to the exclusive jurisdiction of the competent courts in Amsterdam, the Netherlands, and their appellate courts.





SCHEDULE 2  PART 1  TEMPORARY GLOBAL BOND

NOTICE: THIS BOND IS ISSUED FOR TEMPORARY DEPOSIT WITH NEDERLANDS CENTRAAL INSTITUUT VOOR GIRAAL EFFECTENVERKEER B.V. (NECIGEF) AT AMSTERDAM, THE NETHERLANDS. ANY
PERSON BEING OFFERED THIS BOND FOR
TRANSFER OR ANY OTHER PURPOSE SHOULD BE AWARE THAT THEFT OR FRAUD IS ALMOST CERTAIN TO BE INVOLVED.

THE BONDS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT"). ACCORDINGLY, THE BONDS MAY
NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A UNITED STATES PERSON EXCEPT IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN
SECTIONS 165(i) AND 1287(a) OF THE INTERNAL REVENUE CODE.

TPG
N.V.
(incorporated under the laws of the Netherlands
with its corporate seat in Amsterdam, the Netherlands)
TEMPORARY GLOBAL BOND TO BEARER

representing

EUR 1,000,000,000
5.125% Bonds 2001 due 2008

This
is a temporary global bond to bearer (the "Temporary Global Bond") without interest coupons in respect of a duly authorised issue of
EUR 1,000,000,000 5.125% Bonds 2001 due 2008 (the "Bonds") of TPG N.V. (the "Issuer"). The Bonds are
issued under a fiscal and paying agency agreement dated 29
November 2001 (the "Fiscal Agency Agreement") among the Issuer, ING Bank N.V. as initial fiscal agent (in that capacity and including any
successor fiscal agent the "Fiscal Agent") and the paying agent named therein. Terms defined in the terms and conditions of the Bonds set forth out in
Schedule 1 to the Fiscal Agency Agreement (the "Terms and Conditions") shall have the same meaning herein.

Subject
as provided herein, the Issuer hereby promises to pay to the holder hereof, in accordance with the Terms and Conditions, the principal amount of EUR 1,000,000,000 and interest on
such principal amount for the time being outstanding at the rate of 5.125% per annum, calculated, when interest is required to be calculated in respect of a period of less than a full year, on the
basis of the actual number of days elapsed divided by 365 (or, in respect of any days elapsed that fall in a leap year, divided by 366).

This
Temporary Global Bond is exchangeable at the specified office of the Fiscal Agent, upon the request of the holder hereof, for the Permanent Global Bond without interest coupons not
earlier than 40 days and not later than 90 days after 5 December 2001. Upon the due presentation hereof in accordance with the foregoing provisions, the Issuer shall issue
and deliver free of charge to the holder hereof the Permanent Global Bond. However, no Permanent Global Bond will be issued and delivered as provided herein unless there shall have been presented to the Fiscal Agent a certificate from NECIGEF substantially in the form of Exhibit A to the effec that NECIGEF has received from the
Bondholders certificates substantially in the form of Exhibit B.

Upon
(i) any exchange of a part hereof for the Permanent Global Bond or (ii) receipt of instruction that, following the purchase by the Issuer of part hereof, part is to be
cancelled, the portion of the principal amount hereof so exchanged or to be cancelled shall be endorsed by the Fiscal Agent on Part I of the Schedule hereto, whereupon the principal amount
hereof shall be reduced for all purposes by the amount so exchanged or cancelled and endorsed.

Until
this Temporary Global Bond has been exchanged or cancelled as provided in the Fiscal Agency Agreement, the holder in due course hereof shall be subject to the Terms and Conditions
and, subject as herein provided, shall in all respects be entitled to the same rights and benefits as if such holder were the holder of the Permanent Global Bond except that the holder in due course
hereof is entitled to payment of principal and interest on this Temporary Global Bond only upon surrender of the Permanent Global Bond unless either any such payment becomes due for any reason prior
to the exchange date or, upon due presentation of this Temporary Global Bond for exchange as aforesaid, delivery of the Permanent Global Bond is improperly withheld or refused.

Neither
the foregoing provisions hereof nor any provisions of the Fiscal Agency Agreement shall alter or impair the obligation of the Issuer to pay the principal of, and interest on, the
Bonds on the dates and at the places and in the manner and at the rate and in the currency provided therein. However, if payment is to be made on this Temporary Global Bond, such payment shall only be
made upon
presentation by NECIGEF to the Fiscal Agent at its specified office of a certificate substantially in the form of Exhibit A to the effect that NECIGEF has received from the Bondholders
certificates substantially in the form of Exhibit B. Upon payment on this Temporary Global Bond, the amount so paid shall be endorsed by the Fiscal Agent on Part II of the Schedule
hereto and in the case of payment of principal, the principal amount hereof shall be reduced for all purposes by the amount so paid and endorsed.

This
Temporary Global Bond shall be governed by the law of the Netherlands. All disputes arising out of or in connection with this Temporary Global Bonds shall be submitted to the
exclusive jurisdiction of the competent courts at Amsterdam, the Netherlands and their appellate courts.

In
witness whereof the Issuer has caused this Temporary Global Bond to be signed in its name

Hoofddorp,
5 December 2001

TPG
N.V.

|By:                         |  | By:                        
|--------------------------- |  | ---------------------------
|(Authorised representative) |  | (Authorised representative)

ING
Bank N.V. hereby certifies in its capacity as participant of NECIGEF that this Temporary Global Bond has been validly executed by the Issuer.

Amsterdam,
5 December 2001

ING
Bank N.V.

|By:                         |  | By:                        
|--------------------------- |  | ---------------------------
|(Authorised representative) |  | (Authorised representative)





THE SCHEDULE

PART I  EXCHANGES FOR PERMANENT GLOBAL BOND AND CANCELLATIONS

The following exchanges of a part of this Temporary Global Bond for the Permanent Global Bond and cancellations of a part of the aggregate principal amount of
this Temporary Global Bond have been made:

|Date of exchange or cancellation |  | Part of the aggregate principal amount of this Temporary Global Bond exchanged for the Permanent Global Bond |  | Part of the aggregate principal amount of this Temporary Global Bond cancelled |  | Remaining principal amount of this Temporary Global Bond following exchange or cancellation. |  | Notation made by the Fiscal Agent
|-------------------------------- |  | ------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------ |  | -------------------------------------------------------------------------------------------- |  | ---------------------------------
|                                 |  |                                                                                                              |  |                                                                                |  |                                                                                              |  |                                  





PART II  PAYMENTS

The following payments in respect of the Bonds represented by this Temporary Global Bond have been made:

|Date of payment |  | Amount of interest paid |  | Amount of principal paid |  | Remaining principal amount of this Temporary Global Bond |  | Notation made by the Fiscal Agent
|--------------- |  | ----------------------- |  | ------------------------ |  | -------------------------------------------------------- |  | ---------------------------------
|                |  |                         |  |                          |  |                                                          |  |                                  





EXHIBIT A    MODEL OF CERTIFICATION TO BE GIVEN BY NECIGEF    CERTIFICATION    TPG N.V.    EUR 1,000,000,000  5.125% Bonds 2001 due 2008  (the "Bonds")

This
is to certify that, based solely on certifications we have received in writing, by tested telex or by electronic transmission from our participants appearing in our records as
persons having a credit balance in their account(s) with us to a portion of the principal amount set forth below (our "Participants") substantially to
the effect set forth in the Fiscal Agency Agreement, principal amount [issue amount] of the above-captioned Bonds (i) are entitlements of persons that are not citizens
or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States Federal income taxation regardless of its source
("United States persons"), (ii) are entitlements of United States persons that (a) are foreign branches of United States financial
institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v) ("Financial Institutions")) purchasing for
their own account or for resale, or (b) acquired a credit balance in the Bonds through foreign branches of United States Financial Institutions and who hold a credit balance in the Bonds
through such United States Financial Institutions on the date hereof (and in either case (a) or (b), each such United States Financial Institution has agreed, on its own behalf or through its
agent, that we may advise the Issuer or the Issuer's agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) are entitlements of United States or foreign Financial Institutions for purposes of resale during the restricted period (as defined in U.S.
Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and to the further effect that United States or foreign Financial Institutions described in clause (iii) above (whether
or not also described in clause (i) or (ii)) have certified that they have not acquired a credit balance in the Bonds for purposes of resale directly or indirectly to a United States person or
to a person within the United States or its possessions.

If
the Bonds are of the category contemplated in Section 230.903(c)(3) of Regulation S under the Securities Act of 1933, as amended (the "Securities
Act") then this is also to certify with respect to the principal amount of Bonds set forth above that, except as set forth below, we have received in writing, by tested telex
or by electronic transmission, from our Participants with a credit balance to portion of such principal amount, certifications with respect to such portion, substantially to the effect set forth in
the Fiscal Agency Agreement.

As
used herein, "United States" means the United States of America (including the States and the District of Columbia); and its
"possessions" include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

We
further certify (i) that we are not making available herewith for exchange or transfer (or, if relevant, exercise of any rights or collection of any interest) any portion of
the Temporary Global Bond excepted in such certifications and (ii) that as of the date hereof we have not received any notification from any of our Participants to the effect that the
statements made by such Participants with respect to any portion of the part submitted herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) are no longer true
and cannot be relied upon as the date hereof.

We
understand that this certification is required in connection with certain tax laws and, if applicable, certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorise you to produce this certification to any
interested party in such proceedings.

[place],
[date (not earlier than the certification event to which this certificate relates]

Nederlands
Centraal Instituut voor Giraal Effectenverkeer B.V. (NECIGEF)

By:





EXHIBIT B

Persons, holding beneficial interests in this temporary global bond shall only be entitled to receive one or more permanent or definitive bonds and hence payment
of interest thereon when such persons have delivered, or caused to be delivered, in writing, by telex or by electronic transmission to NECIGEF a certification or certifications substantially to the
effect set forth below dated not more than 15 days before the exchange date.

MODEL OF PARTICIPANT CERTIFICATION

TPG
N.V.

EUR
1,000,000,000
5.125% Bonds 2001 due 2008
(the "Bonds")

This
is to certify that except as set forth below, the credit balance in the above-captioned Bonds held by you for our account (i) are entitlements of persons that are not
citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States Federal income taxation regardless of
its source ("United States persons"), (ii) are entitlements of United States person(s) that (a) are foreign branches of United States
Financial Institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v) ("Financial Institutions"))
purchasing for their own account or for resale, or (b) acquired such credit balances in the Bonds through foreign branches of United States Financial Institutions and who hold such credit
balances in the Bonds through such United States Financial Institutions on the date hereof (and in either case (a) or (b)), each such United States Financial Institution hereby agrees, on its
own behalf or through its agent, that you may advise the Issuer or the Issuer's agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal
Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are entitlements of United States or foreign financial institution(s) for purposes of
resale during the restricted period (as defined in the U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the Bonds is a United States or
foreign financial institution described in clause (iii) above (whether or not also described in clause (i) or (ii)) this is further to certify that such financial institution has not
acquired such credit balances in the Bonds for the purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.

If
the Bonds are of the category contemplated in Section 230.903(c)(3) of Regulation S under the Securities Act of 1933, as amended (the "Securities
Act"), then this is also to certify that, except as set forth below, the Bonds are beneficially owned by (a) non-U.S. person(s) or (b) by U.S.
person(s) who purchased its or their entitlements in the Bonds in transactions which did not require registration under the Securities Act. As used in this Clause the term "U.S. person" has the
meaning given to it by Regulation S under the Act.

As
used herein "United States" means the United States of America (including the States and the District of Columbia); and its
"possessions" include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

We
undertake to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to the Bonds held by you for our account in
accordance with your operating procedures if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this certification applies
as of such date.

This
certification excepts and does not relate to EUR            of such interest in the above Bonds in respect of which we are not able to certify and as to which we understand
exchange and delivery of the Permanent Global Bond (or, if relevant, exercise of any rights or collection of any interest) cannot be made until we do so certify.

We
understand that this certification is required in connection with certain tax laws and, if applicable, certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorise you to produce this certification to any
interested party in such proceedings.

[place],
[date (no earlier than 15 days prior to the certification event to which this certificate relates]

[participant]

Participant
in NECIGEF, as, or as agent for, the beneficial owner(s) of the Bonds to which this certificate relates.

By:





SCHEDULE 2  PART 2    FORM OF PERMANENT GLOBAL BOND

NOTICE: THIS BOND IS ISSUED FOR DEPOSIT WITH NEDERLANDS CENTRAAL INSTITUUT VOOR GIRAAL EFFECTENVERKEER B.V. (NECIGEF) AT AMSTERDAM, THE
NETHERLANDS. ANY PERSON BEING OFFERED THIS BOND FOR TRANSFER OR ANY OTHER PURPOSE SHOULD BE AWARE THAT THEFT OR FRAUD IS ALMOST CERTAIN TO BE INVOLVED.

THE BONDS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT"). ACCORDINGLY, THE BONDS MAY
NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A UNITED STATES PERSON EXCEPT IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN
SECTIONS 165(i) AND 1287(a) OF THE INTERNAL REVENUE CODE.

TPG N.V.  (incorporated under the laws of the Netherlands  with its corporate seat in Amsterdam, the Netherlands)

PERMANENT GLOBAL BOND TO BEARER

representing  EUR 1,000,000,000  5.125% Bonds 2001 due 2008

This
is a permanent global bond to bearer (the "Permanent Global Bond") without interest coupons in respect of a duly authorised issue of
EUR 1,000,000,000 5.125% Bonds 2001 due 2008 (the "Bonds") of TPG N.V. (the "Issuer"). The Bonds are
issued under a fiscal and paying agency agreement dated 29 November 2001 (the "Fiscal Agency Agreement") among the Issuer, ING Bank N.V. as
initial fiscal agent (in that capacity and including any successor fiscal agent the "Fiscal Agent") and the paying agent named therein. Terms defined in
the terms and conditions of the Bonds set forth out in Schedule 1 to the Fiscal Agency Agreement (the "Terms and Conditions") shall have the same
meaning herein.

The
Issuer hereby promises to pay to the holder hereof, in accordance with the Terms and Conditions, the principal amount of EUR 1,000,000,000 and interest on such principal amount for
the time being outstanding at the rate of 5.125% per annum, calculated, when interest is required to be calculated in respect of a period of less than a full year, on the basis of the actual number of
days elapsed divided by 365 (or, in respect of any days elapsed that fall in a leap year, divided by 366).

Upon
payment on this Permanent Global Bond, the amount so paid shall be endorsed by the Fiscal Agent on Part II of the Schedule hereto and in the case of payment of principal, the
principal amount hereof shall be reduced for all purposes by the amount so paid and endorsed.

This
Permanent Global Bond will become exchangeable, in whole but not in part only at the request of the bearer of this Permanent Global Bond, for Bonds in definitive form in
substantially the form set out in Part 3 of Schedule 1 to the Fiscal Agency Agreement if either of the following events occur:



Whenever
this Permanent Global Bond is to be exchanged for definitive Bonds, the Issuer shall procure the prompt delivery of such definitive Bonds, duly authenticated and with interest
coupons attached, in an aggregate principal amount equal to the principal amount of this Permanent Global Bond to the bearer of this Permanent Global Bond against the surrender of this Permanent
Global Bond at the specified office of the Fiscal Agent within 30 days of the bearer requesting such exchange.

Upon
(i) any exchange of a part hereof for definitive Bonds or (ii) receipt of instruction that, following the purchase by the Issuer of part hereof, part is to be
cancelled, the portion of the principal amount hereof so exchanged or to be cancelled shall be endorsed by the Fiscal Agent on Part I of the Schedule hereto, whereupon the principal amount
hereof shall be reduced for all purposes by the amount so exchanged or cancelled and endorsed.

This
Permanent Global Bond shall be governed by the law of the Netherlands. All disputes arising out of or in connection with this Permanent Global Bond shall be submitted to the
exclusive jurisdiction of the competent courts at Amsterdam, the Netherlands and their appellate courts.

In
witness whereof the Issuer has caused this Permanent Global Bond to be signed in its name

[place],
[date]

TPG
N.V.

|By:                         |  | By:                        
|--------------------------- |  | ---------------------------
|(Authorised representative) |  | (Authorised representative)

ING
Bank N.V. hereby certifies in its capacity as participant of NECIGEF that this Permanent Global Bond has been validly executed by the Issuer.

[place],
[date]

ING
Bank N.V.

|By:                         |  | By:                        
|--------------------------- |  | ---------------------------
|(Authorised representative) |  | (Authorised representative)





THE SCHEDULE  PART I  CANCELLATIONS

The following cancellations of a part of the aggregate principal amount of this Permanent Global Bond have been made:

|Date of exchange or cancellation |  | Part of the aggregate principal amount of this Permanent Global Bond cancelled |  | Part of the aggregate principal amount of this Permanent Global Bond exchanged for definitive Bonds |  | Remaining principal amount of this Permanent Global Bond following exchange or cancellation |  | Notation made by the Fiscal Agent
|-------------------------------- |  | ------------------------------------------------------------------------------ |  | --------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------- |  | ---------------------------------
|                                 |  |                                                                                |  |                                                                                                     |  |                                                                                             |  |                                  





PART II  PAYMENTS

The following payments in respect of the Bonds represented by this Permanent Global Bond have been made:

|Date of payment |  | Amount of interest paid |  | Amount of principal paid |  | Remaining principal amount of this Permanent Global Bond |  | Notation made by the Fiscal Agent
|--------------- |  | ----------------------- |  | ------------------------ |  | -------------------------------------------------------- |  | ---------------------------------
|                |  |                         |  |                          |  |                                                          |  |                                  





SCHEDULE 2  PART 3    FORM OF DEFINITIVE BOND

(On the front)

EUR [1,000][10,000][100,000] Coupons [date]

THIS BOND HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT"). ACCORDINGLY, THIS BOND MAY
NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A UNITED STATES PERSON EXCEPT IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN
SECTIONS 165(j) AND 1287 (a) OF THE INTERNAL REVENUE CODE.

|Denomination                 |  | ISIN |  | Series |  | Serial Number
|---------------------------- |  | ---- |  | ------ |  | -------------
|EUR [1,000][10,000][100,000] |  |      |  |       

TPG N.V.

(incorporated
under the laws of the Netherlands with its corporate seat in Amsterdam
Amsterdam, the Netherlands)

EUR
1,000,000,000

5.125%
Bonds 2001 due 2008

This
Bond forms one of the series of Bonds specified above (the "Bonds") of TPG N.V. (the
"Issuer"). The Bonds are issued under the Fiscal and Paying Agency Agreement (the "Fiscal and Paying Agency
Agreement") referred to in the Terms and Conditions (as defined below) and are subject to the terms and conditions (the "Terms and
Conditions") endorsed hereon.

The
Issuer promises to pay, in accordance with the Terms and Conditions, to the bearer of this Bond on 5 December 2001 or on such earlier date as the principal amount mentioned
below may become repayable in accordance with the Terms and Conditions, the principal amount of:

EUR
[1,000][10,000][100,000] [one thousand Euros][ten thousand
Euros][one hundred thousand Euros]

In
witness whereof the Issuer has caused this Bond to be signed in facsimile in its name.

[place,
date]

TPG
N.V.

|                                        |  |                                        
|--------------------------------------- |  | ---------------------------------------
|By:                                     |  | By:                                    
|(Member of the Issuer's Managing Board) |  | (Member of the Issuer's Managing Board)





(On the reverse)

TERMS AND CONDITIONS

[See Schedule 1]





FORM OF COUPON

(On the front)

[year
code]

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN
SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

TPG N.V.  (incorporated under the laws of the Netherlands with its  corporate seat in Amsterdam, the Netherlands)

EUR 1,000,000,000  5.125% Bonds 2001 due 2008

Coupon
for interest on a Bond of EUR [1,000][10,000][100,000]

Coupon
for EUR [amount] due on [interest payment date]

This
Coupon is payable to bearer, subject to the Conditions endorsed on the Bond to which this Coupon appertains, which shall be binding upon the holder of this Coupon whether or not it
is for the time being attached to such Bond, at the specified offices of the Fiscal Agent and the other Paying Agents set out on the reverse hereof, or any successor Fiscal Agent or successor or
additional Paying Agents or other specified offices as may from time to time be duly appointed or nominated and notified to the Bondholders.

[place],
[date]

TPG
N.V.

|By:                                     |  | By:                                    
|--------------------------------------- |  | ---------------------------------------
|(Member of the Issuer's Managing Board) |  | (Member of the Issuer's Managing Board)

[Coupon
Nr.]    [Denomination of Bond] [Series]    [Serial Nr.]

[year
code]

(on the reverse)

|                                                                                      
|--------------------------------------------------------------------------------------
|FISCAL AGENT
ING BANK N.V.
Bijlmerplein 888
1102 MG Amsterdam Zuidoost
The Netherlands





SCHEDULE 3  PROVISIONS FOR MEETINGS OF BONDHOLDERS

1.    In
this Schedule the following expressions have the following meanings:

"Block Voting Instruction" means an English language document, issued by a Paying Agent and dated, in which it is stated:





(provided
that, in respect of definitive Bonds, if any, "Block Voting Instruction" means an English language document, issued by a Paying Agent and
dated, in which it is stated:



"Extraordinary Resolution" means a resolution passed at a meeting of Bondholders, duly convened and held in accordance with these
provisions for meetings of Bondholders, by a majority consisting of not less than three-quarters of the votes cast;

"Proxy" means any person as referred to in paragraph d of the definition of a Block Voting Instruction.

"Voting Certificate" means an English language certificate, issued by a Paying Agent and dated, in which it is stated:



(provided
that, in respect of definitive Bonds, if any, "Voting Certificate" means an English language certificate, issued by a Paying Agent and dated,
in which it is stated:



2.    Voting
Certificates or Block Voting Instructions shall only be issued in respect of Bonds in respect of which a Paying Agent has received a confirmation as referred to in the
definitions of "Block Voting Instruction" and "Voting Certificate" set out in clause 1 (or, in the case of definitive Bonds, if any, which have been deposited with a Paying Agent) not less than
48 hours before the time for which the meeting specified therein has been convened and shall be valid for as long as the relevant Bonds continue to be blocked (or, in the case of definitive
Bonds, are not released) in accordance with clause 1. During the validity of any Voting Certificate or Block Voting Instruction the holder of a Voting Certificate and any Proxy named in a Block
Voting Instruction shall, for all purposes in connection with the meeting specified therein or any adjournment thereof, be deemed to be the holder of the Bonds to which the Voting Certificate or Block
Voting Instruction relates.

3.    Each
Block Voting Instruction, together, if so required by the Issuer, with proof satisfactory to the Issuer of its due execution on behalf of the relevant Paying Agent, shall be
deposited at the specified office of the Fiscal Agent, or at such other place as the Issuer shall designate or approve, not less than 24 hours before the time for which the meeting specified
therein or any adjournment thereof is convened. Any Block Voting Instruction which has not been so deposited shall not be treated as valid, unless the chairman of the meeting decides otherwise before
the meeting or adjourned meeting proceeds to business.

4.    The
Issuer, or Bondholders holding not less than 10% in principal amount of the Bonds for the time being outstanding, may at any time convene a meeting of Bondholders. Every such
meeting shall be held at such place as the Fiscal Agent, taking into account the interests of the Bondholders as a class, may approve.

5.    At
least 21 days' notice (exclusive of the day on which the notice is given and the day on which the meeting is held) shall be given to the Bondholders. Such notice shall be
given in the manner provided in Condition 11 of the Terms and Conditions and shall specify (i) the day, time and place of any meeting and (ii) the terms of every Extraordinary
Resolution, if any, to be put to the meeting. In addition, it shall include a statement to the effect that Bonds may be deposited with any Paying Agent for the purpose of obtaining Voting Certificates
or appointing Proxies until 48 hours before the time for which the meeting has been convened but not thereafter.



6.    At
every meeting, a person, who need not be a Bondholder, nominated in writing by the Issuer shall take the chair. In the event that no such nomination is made or the person nominated
is not present within 15 minutes after the time for which the meeting has been convened, the Bondholders present shall elect one of themselves to be chairman. Failing such election, the Issuer shall
appoint a chairman.

7.    No
business other than the choosing of a chairman shall be transacted at any meeting unless at the commencement of business a quorum be present of two or more persons holding Voting
Certificates or being Proxies and being or representing the holders of not less than 10% in principal amount of the Bonds for the time being outstanding, provided that for any meeting the business of
which includes any of the following matters:

the
quorum shall be two or more persons present holding Voting Certificates or being Proxies and being or representing the holders of not less than two-third in principal amount of the
Bonds for the time being outstanding.

8.    If
within half-an-hour after the time for which a meeting is convened a quorum is not present, the meeting shall, in the case of a meeting convened by
Bondholders, be dissolved or, in the case of a meeting convened by the Issuer, stand adjourned for such period, being not less than 14 days nor more than 42 days, and to such time and
place as may be determined by the chairman and approved by the Fiscal Agent. At such an adjourned meeting two or more persons present holding Voting Certificates or being Proxies shall form a
quorum, whatever the principal amount of the Bonds held or represented by them, provided that any adjourned meeting the business of which includes any of the matters specified in the proviso to
paragraph 7 above, the quorum shall be two or more persons present holding Voting Certificates or being Proxies and being or representing the holders of not less than one-third in
principal amount of the Bonds for the time being outstanding. At least ten days' notice of such adjourned meeting shall be given in the same manner as of an original meeting and such notice shall
state the quorum required. No business shall be transacted at such an adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place
had a quorum been present at such meeting.

9.    The
chairman may with the consent of, and shall if directed by, the meeting adjourn the same from time to time but no business shall be transacted at any adjourned meeting except
business which might lawfully have been transacted at the meeting from which the adjournment took place. It shall not be necessary to give any notice of any such adjourned meeting.

10.    Any
person holding one or more Voting Certificates and any Proxy shall be entitled to attend, speak and vote at a meeting. In addition, the Issuer, its legal and financial advisers
and the Fiscal Agent shall be entitled to attend and speak at every meeting. No other person shall be entitled to attend or vote at any meeting.



11.    Resolutions
other than Extraordinary Resolutions shall be carried by a simple majority of the votes cast.

12.    Every
resolution put to a meeting shall be decided in the first instance by a show of hands unless, before or on the declaration of the result of the show of hands, a poll is demanded
by the chairman, the Issuer or one or more persons holding Voting Certificates or being Proxies and being or representing the holders of not less than 5% in principal amount of the Bonds for the time
being outstanding.

13.    If
at any meeting a poll duly is demanded, it shall be taken in such a manner and either at once or after an adjournment, as the chairman may direct, provided that any poll demanded
on the election of a chairman or on any question of adjournment shall be taken at the meeting without adjournment. The demand for a poll shall not prevent the continuance of the meeting for the
transaction of any business other than the question on which the poll has been demanded.

14.    At
every meeting:

Without
prejudice to the obligations of the Proxies pursuant to their Block Voting Instructions, any person entitled to more than one vote need not use all his votes or cast all the votes to which he
is entitled in the same way.

15.    Any
vote given in accordance with the terms of a Block Voting Instruction shall be valid notwithstanding the previous revocation or amendment of the Block Voting Instruction or any of
the Bondholders' instructions pursuant to which it was executed, unless the Issuer has received notice in accordance with Clause 13 of the Fiscal and Paying Agency Agreement of the revocation
or amendment not later than 24 hours before the time for which the meeting or adjournment thereof was convened.

16.    Both
on a show of hands and on a poll, in case of an equality of votes, the chairman shall have a casting vote in addition to the vote or votes (if any) to which he may be entitled as
a holder of a Voting Certificate or as a Proxy.

17.    Both
on a show of hands and on a poll, a declaration by the chairman that a resolution has been carried or carried by a particular majority or lost or not carried by any particular
majority shall be
conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

18.    Any
resolution passed at a meeting of Bondholders duly convened and held in accordance with these provisions for meetings of Bondholders shall be binding upon all the Bondholders,
whether present or not present at such meeting (and upon all the Couponholders, if any), and each of the Bondholders (and Couponholders) shall be bound to give effect thereto accordingly.



19.    A
meeting of Bondholders shall, in addition to all other powers have the following powers, exercisable by Extraordinary Resolution only, namely:

20.    Minutes
of all resolutions and proceedings at every meeting shall be made and duly entered in books to be from time to time provided for that purpose by the Issuer and any such
minutes, if the same are signed by the chairman of the meeting at which such resolutions were passed or proceedings transacted or by the chairman of the next succeeding meeting of Bondholders, shall
be conclusive evidence of the matters therein contained and, until the contrary is proved, every meeting in respect of the proceedings of which minutes have been made and signed as aforesaid shall be
deemed to have been duly convened and held and all resolutions passed or proceedings transacted thereat to have been duly passed and transacted.

21.    As
long as the Bonds are represented by the Temporary Global Bond, the holder of such Bond shall be deemed to be two Bondholders for the purposes of the quorum requirements.



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