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Exhibit 2.1

OFFERING
CIRCULAR

ALLIED DOMECQ PLC

(incorporated with limited liability in England and Wales with Registered No. 3771147)
(as an Issuer and as Guarantor)

ALLIED DOMECQ FINANCIAL SERVICES PLC

(incorporated with limited liability in England and Wales with Registered No. 2706797)
(as an Issuer)

ALLIED DOMECQ (HOLDINGS) PLC

(incorporated with limited liability in England and Wales with Registered No. 689729)
(as an Issuer)

ALLIED DOMECQ NORTH AMERICA CORP.

(incorporated with limited liability in Delaware)
(as an Issuer)

LIF B.V.

(incorporated with limited liability in The Netherlands)
(as an Issuer)

U.S.$3,000,000,000
Global Medium Term Note Programme

On 18 November 1999 Allied Domecq PLC ("Allied Domecq"), Allied Domecq Financial Services PLC ("Financial Services") and Lif B.V. ("Lif") entered
into a U.S.$2,000,000,000 Global Medium Term Note Programme (the "Programme"), as subsequently amended. On 13 March 2001 Allied Domecq (Holdings) PLC ("AD Holdings") and Allied Domecq
North America Corp. ("AD North America", and together with Allied Domecq in its capacity as an issuer, Financial Services, Lif and AD Holdings, the "Issuers" and each an "Issuer") were
added as issuers under the Programme. This Offering Circular supersedes all previous prospectuses, offering circulars and supplements thereto. Any Notes issued under the Programme after the date
hereof are issued subject to the provisions set out herein. This does not affect any Notes issued prior to the date hereof nor any Notes issued after the date hereof and forming a single series (as
defined below) with Notes issued prior to the date hereof.

Under
this Programme, each of the Issuers may from time to time issue notes (the "Notes") denominated in any currency agreed between the relevant Issuer and the relevant Dealer (as
defined below).

The
payments of all amounts owing in respect of Notes issued by Financial Services, Lif, AD Holdings or AD North America will be unconditionally and irrevocably guaranteed
by Allied Domecq.

Notes
may be issued in bearer or, in the case only of Notes issued by Lif, or AD North America, registered form (respectively "Bearer Notes" and "Registered Notes"). The maximum
aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed U.S.$3,000,000,000 (or its equivalent in other currencies calculated as described herein),
subject to increase as described herein.

The
Notes may be issued on a continuing basis to one or more of the Dealers specified under "Summary of the Programme" and any additional
Dealer appointed under the Programme from time to time (each a "Dealer" and together the "Dealers"), which appointment may be for a specific issue or on an ongoing basis. References in this Offering
Circular to the "relevant Dealer" shall, in the case of an issue of Notes being (or intended to be) subscribed or purchased by more than one Dealer, be to all Dealers agreeing to subscribe or purchase
such Notes.

Application
has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the "UK Listing
Authority") for Notes issued under the Programme during the period of 12 months from the date of this Offering Circular to be admitted to the Official List of the UK Listing Authority
(the "Official List") and to the London Stock Exchange plc (the "London Stock Exchange") for such Notes to be admitted to trading on the London Stock Exchange's market for listed securities. Admission
to the Official List together with admission to trading on the London Stock Exchange's market for listed securities constitute official listing on the London Stock Exchange. Notice of the aggregate
nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any
other terms and conditions not contained herein which are applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will
be set out in a pricing supplement (the "Pricing Supplement") which, with respect to Notes to be admitted to the Official List and admitted to trading on the London Stock Exchange's market for listed
securities, will be delivered to the UK Listing Authority and the London Stock Exchange on or before the date of issue of the Notes of such Tranche.

The
Programme provides that Notes may be listed on such other or further stock exchange(s) as may be agreed between the relevant Issuer and the relevant Dealer. Each Issuer may also
issue unlisted Notes. The applicable Pricing Supplement will specify whether or not the Notes of a Tranche will be listed on the Official List and admitted to trading on the London Stock Exchange's
market for listed securities (or any other stock exchange). Application may also be made to have certain Series of Notes accepted for trading in the Private Offerings, Resales and Trading through
Automated Linkages System ("PORTAL") of the National Association of Securities Dealers, Inc.

Neither
the Notes nor any guarantee of the Notes has been or will be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities
regulatory authority of any state or other jurisdiction of the United States nor may any Notes be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined
in Regulation S under the Securities Act ("Regulation S")) unless the Notes are registered under the Securities Act or an exemption from the registration requirements of the Securities
Act is available. In addition, the Bearer Notes are subject to U.S. tax law requirements.

See
"Form of the Notes" for a description of the manner in which Notes will be issued. Registered Notes are subject to certain restrictions
on transfer  see "Subscription and Sale and Transfer and Selling Restrictions".

Each
Issuer may agree with any Dealer and The Law Debenture Trust Corporation p.l.c. (the "Trustee") as trustee for the holders of the Notes that Notes may be issued in a form
not contemplated by the Terms and Conditions of the Notes herein, in which event (in the case of Notes admitted to the Official List of the UK Listing Authority only) supplementary listing particulars
or further listing particulars, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes.

Arranger

Goldman Sachs International

Dealers

BNP PARIBAS    Citigroup
Goldman Sachs International    HSBC
ING Financial Markets    JPMorgan
The Royal Bank of Scotland

Offering Circular dated 29 April 2004.

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Each of Allied Domecq, Financial Services, Lif, AD Holdings and AD North America accepts responsibility for the information contained in this Offering Circular. To the best of the
knowledge and belief of each of Allied Domecq, Financial Services, Lif, AD Holdings and AD North America (having taken all reasonable care to ensure that such is the case) the information contained in
this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. Any reference in this Offering Circular to Listing Particulars (as
defined below) means this Offering Circular excluding all information incorporated by reference. Each of Allied Domecq, Financial Services, Lif, AD Holdings and AD North America has confirmed that any
information incorporated by reference, including any such information to which readers of this Offering Circular are expressly referred, has not been and does not need to be included in the Listing
Particulars to satisfy the requirements of the Financial Services and Markets Act 2000 or the listing rules of the UK Listing Authority. Each of Allied Domecq, Financial Services, Lif, AD Holdings and
AD North America believes that none of the information incorporated in this Offering Circular by reference conflicts in any material respect with the information included in the Listing Particulars.

In
this Offering Circular, references to the "Issuer" are to either Allied Domecq, Financial Services, Lif, AD Holdings or AD North America, as the case may be, as the issuer of Notes
under the Programme and references to the "relevant Issuer" shall be construed accordingly and references to "Obligor" mean each of Allied Domecq, Financial Services, Lif, AD Holdings and AD North
America, which together are referred to as the "Obligors".

Copies
of this Offering Circular, which comprises the listing particulars approved by the UK Listing Authority as required by the Financial Services and Markets Act 2000, as amended
(the "Listing Particulars") in relation to Notes to be admitted to the Official List and admitted to trading on the London Stock Exchange's market for listed securities and issued during the period of
12 months from the date of this Offering Circular, have been delivered for registration to the Registrar of Companies in England and Wales as required by section 83 of that Act. Copies
of each Pricing Supplement (in the case of Notes to be admitted to the Official List) will be available from FT Business Research Centre, operated by FT Interactive Data, at Fitzroy House,
13-17 Epworth Street, London EC2A 4DL and from the specified office set out below of each of the Paying Agents (as defined below).

This
Offering Circular is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by Reference" below)
(provided, however, that such incorporated documents do not form part of the Listing Particulars). This Offering Circular shall, save as specified herein, be read and construed on the basis that such
documents are so incorporated and form part of this Offering Circular but not part of the Listing Particulars.

Neither
the Dealers nor the Trustee have independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made
and no responsibility or liability is accepted by the Dealers or the Trustee as to the accuracy or completeness of the information contained or incorporated by reference in this Offering Circular or
any other information provided by the Obligors in connection with the Programme.

No
person is or has been authorised by any Obligor or the Trustee to give any information or to make any representation not contained in this Offering Circular and, if given or made,
such information or representation must not be relied upon as having been authorised by any of the Obligors or any of the Dealers or the Trustee.

Neither
this Offering Circular nor any other information supplied in connection with the Programme or any Notes (i) is intended to provide the basis of any credit or other
evaluation or (ii) should be considered as a recommendation by any of the Obligors, any of the Dealers or the Trustee that any recipient of this Offering Circular or any other information
supplied in connection with the Programme or any Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness, of the relevant Issuer and, where applicable, Allied Domecq as guarantor and should determine for itself the relevance of the
information contained in this Offering Circular, and its purchase of the Notes should be based upon such investigation as it deems necessary. Neither this Offering Circular nor any other information
supplied in connection with the Programme or the issue of any Notes constitutes an offer or invitation by or on behalf of any of the Obligors, any of the Dealers or the Trustee to any person to
subscribe for or to purchase any Notes.

Neither
the delivery of this Offering Circular nor the offering, sale or delivery of any Notes shall in any circumstances imply that the information contained herein concerning any of
the Obligors is correct at any

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time
subsequent to the date hereof. The Dealers and the Trustee expressly do not undertake to review the financial condition or affairs of any of the Obligors during the life of the Programme or to
advise any investor in the Notes of any information coming to their attention. Investors should review,inter alia, the documents which are deemed to be
incorporated herein by reference when deciding whether or not to purchase any Notes.

This
Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer
or solicitation in such jurisdiction. The distribution of this Offering Circular and the offer or sale of Notes may be restricted by law in certain jurisdictions. None of the Obligors, the Dealers and
the Trustee represents that this Offering Circular may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any
such jurisdiction, or pursuant to an exemption available thereunder, or assumes any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the
Obligors, the Dealers or the Trustee (save for the approval of this document as listing particulars by the UK Listing Authority and delivery of copies of this document to the Registrar of Companies in
England and Wales) which would permit a public offering of any Notes or distribution of this document in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be
offered or sold, directly or indirectly, and neither this Offering Circular nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under
circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Offering Circular or any Notes may come must inform themselves about, and
observe, any such restrictions on the distribution of this Offering Circular and
the offering and sale of Notes. In particular, there are restrictions on the distribution of this Offering Circular and the offer or sale of Notes in the United States, the United Kingdom, Japan,
France, Germany and The Netherlands  see "Subscription and Sale and Transfer and Selling Restrictions".

In
making an investment decision, investors must rely on their own examination of the relevant Issuer, Allied Domecq as guarantor (where applicable) and the terms of the Notes being
offered, including the merits and risks involved.

None
of the Dealers, the Obligors and the Trustee makes any representation to any investor in the Notes regarding the legality of its investment under any applicable laws. Any investor
in the Notes should be able to bear the economic risk of an investment in the Notes for an indefinite period of time.

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U.S. INFORMATION

This Offering Circular together with an applicable Pricing Supplement may be submitted on a confidential basis in the United States to a limited number of QIBs
or Institutional Accredited Investors (each as defined under "Form of the Notes") for informational use solely in connection with the consideration of
the purchase of the Notes being offered hereby. Its use for any other purpose in the United States is not authorised. It may not be copied or reproduced in whole or in part nor may it be distributed
or any of its contents disclosed to anyone other than the prospective investors to whom it is originally submitted.

Bearer
Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to United States persons, except in
certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986 and the regulations promulgated
thereunder.

Registered
Notes may be offered or sold outside the United States in offshore transactions to non-U.S. persons in reliance on Regulation S or within the United States
only to QIBs or to Institutional Accredited Investors, in each case in transactions exempt from registration under the Securities Act. Each U.S. purchaser of Registered Notes is hereby notified that
the offer and sale of any Registered Notes to it may be being made in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 144A under the
Securities Act ("Rule 144A").

Each
purchaser or holder of Definitive IAI Registered Notes, Notes represented by a Rule 144A Global Note or any Notes issued in registered form in exchange or substitution
therefor (together "Legended Notes") will be deemed, by its acceptance or purchase of any such Legended Notes, to have made certain representations and agreements intended to restrict the resale or
other transfer of such Notes as set out in "Subscription and Sale and Transfer and Selling Restrictions". Purchasers of Definitive IAI Registered Notes
will also be required to execute and deliver an IAI Investment Letter. Institutional Accredited Investors which are not QIBs will receive Notes in definitive form only. Terms used in this paragraph
have the meanings given to them in "Form of the Notes" and "Terms and Conditions of the Notes".

This
Offering Circular includes "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of
1934. All statements other than statements of historical facts included in this Offering Circular, including, without limitation, those
regarding the Issuers' financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to the Issuers' products),
are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the
Issuers, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements
are based on numerous assumptions regarding the Issuers' present and future business strategies and the environment in which the Issuer will operate in the future. These forward-looking statements
speak only as of the date of this Offering Circular. The Issuers expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement
contained herein to reflect any changes in the Issuers' expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

The
Notes have not been approved or disapproved by the United States Securities and Exchange Commission or any other securities commission or other regulatory authority in the United
States, nor have the foregoing authorities approved this Offering Circular or confirmed the accuracy or determined the adequacy of the information contained in this Offering Circular. Any
representation to the contrary is unlawful.

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NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF
NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER CHAPTER 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A
SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS
UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

AVAILABLE INFORMATION

To permit compliance with Rule 144A in connection with any resales or other transfers of Notes that are "restricted securities" within the meaning of
Rule 144(a)(3) under the Securities Act, Lif, AD North America and Allied Domecq have each undertaken in a deed poll dated 11 March 2002 (the "Deed Poll") to furnish, upon the request of
a holder of such Notes or any beneficial interest therein, to such holder or to a prospective purchaser designated by him, the information required to be delivered under Rule 144A(d)(4) under
the Securities Act if, at the time of the request, neither the relevant Issuer nor Allied Domecq is a reporting company under Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as
amended (the "Exchange Act") nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder.

All
references in this document to "U.S. dollars", "U.S.$" and "$" refer to United States dollars, to "Japanese Yen" and "Yen" refer to Japanese yen, to "Sterling" and "£"
refer to pounds sterling, to "NZ$" refer to New Zealand dollars, to "Pesos" refer to Mexican pesos, to "DM" refer to German deutschmarks and to "euro" and "€" refer to the currency
introduced at the start of the third stage of European economic and monetary union pursuant to the treaty establishing the European Community, as amended.

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TABLE OF CONTENTS



|DOCUMENTS INCORPORATED BY REFERENCE                        
|-----------------------------------------------------------
|GENERAL DESCRIPTION OF THE PROGRAMME                       
|SUMMARY OF THE PROGRAMME                                   
|FORM OF THE NOTES                                          
|FORM OF PRICING SUPPLEMENT                                 
|TERMS AND CONDITIONS OF THE NOTES                          
|USE OF PROCEEDS                                            
|DESCRIPTION OF ALLIED DOMECQ PLC                           
|GROUP CAPITALISATION AND INDEBTEDNESS                      
|DESCRIPTION OF ALLIED DOMECQ FINANCIAL SERVICES PLC        
|DESCRIPTION OF ALLIED DOMECQ (HOLDINGS) PLC                
|DESCRIPTION OF ALLIED DOMECQ NORTH AMERICA CORP            
|DESCRIPTION OF LIF B.V                                     
|BOOK-ENTRY CLEARANCE SYSTEMS                               
|TAXATION                                                   
|SUBSCRIPTION AND SALE AND TRANSFER AND SELLING RESTRICTIONS
|GENERAL INFORMATION                                        

In connection with the issue and distribution of any Tranche of Notes, the Dealer (if any) disclosed as the stabilising manager in the applicable Pricing
Supplement or any person acting for it may over-allot or effect transactions with a view to supporting the market price of the Notes of the Series (as defined below) of which such Tranche
forms part at a level higher than that which might otherwise prevail for a limited period. However, there may be no obligation on the stabilising manager or any agent of it to do this. Such
stabilising, if commenced, may be discontinued at any time and must be brought to an end after a limited period. Such stabilising may include the purchase of Notes to stabilise their market price, the
purchase of Notes to cover some or all of a short position in the Notes maintained by the stabilising manager and the imposition of penalty bids to the extent afforded by applicable law and/or
regulations. For a description of these activities, see "Subscription and Sale and Transfer and Selling Restrictions".

5

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DOCUMENTS INCORPORATED BY REFERENCE

The following documents published or issued from time to time after the date hereof shall be deemed to be incorporated in, and to form part of, this Offering
Circular (provided, however, that such incorporated documents do not form a part of the Listing Particulars):



save
that any statement contained herein or in a document which is deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Offering Circular
(but not the Listing Particulars) to the extent that a statement contained in any such subsequent document which is deemed to be incorporated by reference herein modifies or supersedes such earlier
statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Offering
Circular.

Each
Obligor will provide, without charge, to each person to whom a copy of this Offering Circular has been delivered, upon the request of such person, a copy of any or all of the
documents deemed to be incorporated herein by reference unless such documents have been modified or superseded as specified above. Requests for such documents should be directed to Goldman Sachs
International.

If
the terms of the Programme are modified or amended in a manner which would make this Offering Circular, as so modified or amended, inaccurate or misleading, a new offering circular
will be prepared.

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GENERAL DESCRIPTION OF THE PROGRAMME

Under the Programme, each Issuer may from time to time issue Notes denominated in any currency, subject as set out herein. A summary of the terms and conditions
of the Programme and the Notes appears below. The applicable terms of any Notes will be agreed between the relevant Issuer and the relevant Dealer prior to the issue of the Notes and will be set out
in the Terms and Conditions of the Notes endorsed on, attached to, or incorporated by reference into, the Notes, as modified and supplemented by the applicable Pricing Supplement attached to, or
endorsed on, such Notes, as more fully described under "Form of the Notes" below.

This
Offering Circular and any supplement will only be valid for listing Notes on the Official List during the period of 12 months from the date of this Offering Circular in an
aggregate nominal amount which, when added to the aggregate nominal amount then outstanding of all Notes previously or simultaneously issued under the Programme, does not exceed U.S.$3,000,000,000 or
its equivalent in other currencies. For the purpose of calculating the U.S. dollar equivalent of the aggregate nominal amount of Notes issued under the Programme from time to time:



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SUMMARY OF THE PROGRAMME

The following summary does not purport to be complete and is taken from, and is qualified in its entirety by, the remainder of this document and, in relation to
the terms and conditions of any particular Tranche of Notes, the applicable Pricing Supplement. Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes" below shall
have the same meanings in this summary.

|Issuers:                                                                                 |  | Allied Domecq PLC ("Allied Domecq")
Allied Domecq Financial Services PLC ("Financial Services")
Allied Domecq (Holdings) PLC ("AD Holdings")
Allied Domecq North America Corp. ("AD North America")
Lif B.V. ("Lif")                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Guarantor (of Notes issued by Financial Services, AD Holdings, AD North America or Lif): |  | Allied Domecq                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Description:                                                                             |  | Global Medium Term Note Programme                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Arranger:                                                                                |  | Goldman Sachs International                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Dealers:                                                                                 |  | BNP PARIBAS
Citigroup Global Markets Limited
Goldman Sachs International
HSBC Bank plc
ING Bank N.V
J.P. Morgan Securites Ltd.
The Royal Bank of Scotland plc                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                         |  | and any other Dealers appointed in accordance with the Programme Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Certain Restrictions:                                                                    |  | Each issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply will only be issued in circumstances which comply with such laws, guidelines, regulations,
restrictions or reporting requirements from time to time (see "Subscription and Sale and Transfer and Selling Restrictions") including the following restrictions applicable at the date of this Offering
Circular.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                         |  | Swiss FrancsIssues of Notes denominated in Swiss francs or carrying a Swiss franc-related element with a maturity of more than one year (other than Notes privately placed with a single investor with no publicity) will be effected in compliance with the relevant
regulations of the Swiss National Bank based on article 7 of the Federal Law on Banks and Savings Banks of 8 November 1934 (as amended) and article 15 of the Federal Law on Stock Exchanges and Securities Trading of 24 March 1995
(as amended) in connection with article 2, paragraph 2 of the Ordinance of the Federal Banking Commission on Stock Exchanges and Securities Trading of 25th June 1997. Under the said regulations, the relevant Dealer or, in the case of a
syndicated issue, the lead manager (the "Swiss Dealer") must be a bank domiciled in Switzerland (which includes branches or subsidiaries of a foreign bank located in Switzerland) or a securities dealer duly licensed by the Swiss Federal Banking
Commission pursuant to the Federal Law on Stock Exchanges and Securities Trading of 24 March 1995 (as amended). The Swiss Dealer must report certain details of the relevant transaction to the Swiss National Bank no later than the relevant Issue
Date for such a transaction.
|                                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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|                                    |  | Notes having a maturity of less than one yearNotes having a maturity of less than one year will constitute deposits for the purposes of the prohibition on accepting deposits contained in Section 19 of the Financial Services and Markets Act 2000 unless they are issued to a limited class of
professional investors and have a denomination of at least £100,000 or its equivalent (see "Subscription and Sale and Transfer and Selling Restrictions").
|----------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Trustee:                            |  | The Law Debenture Trust Corporation p.l.c.                                                                                                                                                                                                                                                                                                                                                                                                                  
|Issuing and Principal Paying Agent: |  | Citibank, N.A.                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Registrar:                          |  | Citibank, N.A.                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Exchange Agent:                     |  | Citibank, N.A.                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Programme Size:                     |  | Up to U.S.$3,000,000,000 (or its equivalent in other currencies calculated as described under "General Description of the Programme") outstanding at any time. The Obligors may increase the nominal amount
of the Programme in accordance with the terms of the Programme Agreement.                                                                                                                                                                       
|Distribution:                       |  | Notes may be distributed by way of private or public placement and in each case on a syndicated or non-syndicated basis.                                                                                                                                                                                                                                                                                                                                    
|Currencies:                         |  | Subject to any applicable legal or regulatory restrictions, U.S. dollars, euro or any other currency agreed between the relevant Issuer and the relevant Dealer.                                                                                                                                                                                                                                                                                            
|Redenomination:                     |  | The applicable Pricing Supplement may provide that certain Notes may be redenominated in euro. If so, the wording of the redenomination clause will be set out in full in the applicable Pricing Supplement.                                                                                                                                                                                                                                                
|Maturities:                         |  | Such maturities as may be agreed between the relevant Issuer and the relevant Dealer, subject to such minimum or maximum maturities as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or
regulations applicable to the relevant Issuer or the relevant Specified Currency.                                                                                                                      
|Issue Price:                        |  | Notes may be issued on a fully-paid or a partly-paid basis and at an issue price which is at par or at a discount to, or premium over, par. Special tax rules may apply to Notes which are issued at a discount to par  see "Taxation".                                                                                                                                                                                                                    
|Form of Notes:                      |  | The Notes will be issued in bearer or registered form as described in "Form of the Notes". Registered Notes will not be exchangeable for Bearer Notes or vice versa.                                                                                                                                                                                                                                                                                        
|Fixed Rate Notes:                   |  | Fixed interest will be payable on such date or dates as may be agreed between the relevant Issuer and the relevant Dealer and on redemption will be calculated on the basis of such Day Count Fraction as may be agreed between the relevant Issuer and
the relevant Dealer.                                                                                                                                                                                
|Floating Rate Notes:                |  | Floating Rate Notes will bear interest at a rate determined:                                                                                                                                                                                                                                                                                                                                                                                                
|                                    |  | (i)      on the same basis as the floating rate under a notional interest rate swap transaction in the relevant Specified Currency governed by an agreement incorporating the 2000 ISDA Definitions (as published by the
International Swaps and Derivatives Association, Inc. and as amended and updated as at the Issue Date of the first Tranche of the Notes of the relevant Series); or                                                                
|                                    |  | (ii)     on the basis of a reference rate appearing on the agreed screen page of a commercial quotation service; or                                                                                                                                                                                                                                                                                                                                         
|                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                             

9

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|                                                                                     |  | (iii)    on such other basis as may be agreed between the relevant Issuer and the relevant Dealer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|------------------------------------------------------------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                     |  | The margin (if any) relating to such floating rate will be agreed between the relevant Issuer and the relevant Dealer for each Series of Floating Rate Notes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Index Linked Notes:                                                                  |  | Payments of principal in respect of Index Linked Redemption Notes or of interest in respect of Index Linked Interest Notes will be calculated by reference to such index and/or formula or to changes in the prices of securities or commodities or to
such other factors as the relevant Issuer and the relevant Dealer may agree.                                                                                                                                                                                                                                                                                                          
|Other provisions in relation to Floating Rate Notes and Index Linked Interest Notes: |  | Floating Rate Notes and Index Linked Interest Notes may also have a Maximum Rate of Interest, a Minimum Rate of Interest or both. Interest on Floating Rate Notes and Index Linked Interest Notes in respect of each Interest Period, as agreed prior to
issue by the relevant Issuer and the relevant Dealer, will be payable on such Interest Payment Dates, and will be calculated on the basis of such Day Count Fraction, as may be agreed between the relevant Issuer and the relevant Dealer.                                                                                                                                         
|Dual Currency Notes:                                                                 |  | Payments (whether in respect of principal or interest and whether at maturity or otherwise) in respect of Dual Currency Notes will be made in such currencies, and based on such rates of exchange, as the relevant Issuer and the relevant Dealer may
agree.                                                                                                                                                                                                                                                                                                                                                                                
|Zero Coupon Notes:                                                                   |  | Zero Coupon Notes will be offered and sold at a discount to their nominal amount and will not bear interest.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Redemption:                                                                          |  | The applicable Pricing Supplement will indicate either that the relevant Notes cannot be redeemed prior to their stated maturity (other than in specified instalments, if applicable, or for taxation reasons or following an Event of Default) or that
such Notes will be redeemable at the option of the relevant Issuer and/or the Noteholders upon giving the specified period of notice to the Noteholders or the relevant Issuer, as the case may be, on a date or dates specified prior to such stated
maturity and at a price or prices and on such other terms as may be agreed between the relevant Issuer and the relevant Dealer.
|                                                                                     |  | The applicable Pricing Supplement may provide that Notes may be redeemable in two or more instalments of such amounts and on such dates as are indicated in the applicable Pricing Supplement.                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                     |  | Notes issued on terms that they must be redeemed before their first anniversary are subject to restrictions on their denomination and distribution (see "Certain Restrictions" above).                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Denomination of Notes:                                                               |  | Notes will be issued in such denominations as may be agreed between the relevant Issuer and the relevant Dealer save that the minimum denomination of each Note will be such as may be allowed or required from time to time by the relevant central bank
(or equivalent body) or any laws or regulations applicable to the relevant Specified Currency (see "Certain Restrictions" above).                                                                                                                                                                                                                                                  
|                                                                                     |  | Notes having a maturity of less than one year are subject to restrictions on their denomination and distribution (see "Certain Restrictions" above).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                     |  | Unless otherwise stated in the applicable Pricing Supplement, the minimum denomination of each Definitive IAI Registered Note will be U.S.$500,000 or its approximate equivalent in the relevant Specified Currency.                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

10

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|Taxation:             |  | All payments in respect of the Notes will be made without deduction for or on account of withholding taxes imposed by any Tax Jurisdiction (as defined in Condition 8) subject as provided in Condition 8. In the event that any such deduction is
made, the relevant Issuer or Allied Domecq as the guarantor, as the case may be, will, save in certain limited circumstances provided in Condition 8, be required to pay additional amounts to cover the amounts so deducted.                                                                                                                               
|--------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Negative Pledge:      |  | The terms of the Notes will contain a negative pledge provision as further described in Condition 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Cross Default:        |  | The terms of the Notes will contain a cross default provision as further described in Condition 10.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Status of the Notes:  |  | The Notes will constitute direct, unconditional, unsubordinated and (subject to the provisions of Condition 4), unsecured obligations of the relevant Issuer and will rankpari passu, without any
preference among themselves, and (subject as aforesaid and to such exceptions as exist by statute) equally with all other present and future unsecured and unsubordinated obligations of the relevant Issuer from time to time outstanding.                                                                                                                                                                  
|Guarantee:            |  | Payments in respect of Notes issued by Financial Services, AD Holdings, AD North America or Lif will be unconditionally and irrevocably guaranteed by Allied Domecq as the guarantor. The obligations of Allied Domecq under such guarantee will
be direct, unconditional, unsubordinated and (subject to the provisions of Condition 4) unsecured obligations of Allied Domecq and (subject as aforesaid and to such exceptions as exist by statute) will rankpari
passuand equally with all other present and future unsecured and unsubordinated obligations of Allied Domecq from time to time outstanding.
|Rating:               |  | The Programme has been rated [Baa1] (long term rating) by Moody's Investors Service Limited and [BBB+/neg] by Standard & Poor's Ratings Services, a division of the McGraw Hill Companies, Inc. Tranches of Notes issued under the Programme may be
rated or unrated. Where a Tranche of Notes is rated, such rating will not necessarily be the same as the ratings assigned to the Programme. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension,
reduction or withdrawal at any time by the assigning rating agency.                                
|Listing:              |  | Application has been made to admit the Notes issued under the Programme to the Official List and to trading on the London Stock Exchange's market for listed securities. The Notes may also be listed on such other or further stock exchange(s) as may be
agreed between the relevant Issuer and the relevant Dealer in relation to each Series.                                                                                                                                                                                                                                                              
|                      |  | Unlisted Notes may also be issued.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                      |  | The applicable Pricing Supplement will state whether or not the relevant Notes are to be listed and, if so, on which stock exchange(s).                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Governing Law:        |  | The Notes will be governed by, and construed in accordance with, English law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Selling Restrictions: |  | There are restrictions on the offer, sale and transfer of the Notes in the United States, the United Kingdom, Japan, France, Germany, The Netherlands and such other restrictions as may be required in connection with the offering and sale of a
particular Tranche of Notes  see "Subscription and Sale and Transfer and Selling Restrictions".                                                                                                                                                                                                                                                            

11

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FORM OF THE NOTES

The Notes of each Series will be in either bearer form, with or without interest coupons ("Coupons") attached, or, in the case of Notes issued by AD North
America or Lif, registered form, without Coupons attached. Bearer Notes will be issued outside the United States in offshore transactions to non-U.S. persons in reliance on
Regulation S and Registered Notes will be issued both outside the United States in offshore transactions to non-U.S. persons in reliance on Regulation S and within the
United States to QIBs (as defined below) in reliance on Rule 144A or to Institutional Accredited Investors (as defined below) in transactions not involving a public offering.

Bearer Notes

Each Tranche of Bearer Notes will initially be issued in the form of either a temporary bearer global note (a "Temporary Bearer Global Note") or a permanent
bearer global note (a "Permanent Bearer Global Note") as indicated in the applicable Pricing Supplement, which, in either case, will be delivered on or prior to the original issue date of the Tranche
to a common depositary (the "Common Depositary") for Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear") and Clearstream Banking, société anonyme
("Clearstream, Luxembourg"). Whilst any Bearer Note is represented by a Temporary Bearer Global Note, payments of principal, interest (if any) and any other amount payable in respect of the Notes due
prior to the Exchange Date (as defined below) will be made against presentation of the Temporary Bearer Global Note only to the extent that certification (in a form to be provided) to the effect that
the beneficial owners of interests in such Bearer Note are not U.S. persons or persons who have purchased for resale to any U.S. person, as required by regulations of the
U.S. Department of the Treasury, has been received by Euroclear and/or Clearstream, Luxembourg and Euroclear and/or Clearstream, Luxembourg, as applicable, has given a like certification (based
on the certifications it has received) to the Principal Paying Agent.

On
and after the date (the "Exchange Date") which, in respect of each Tranche in respect of which a Temporary Bearer Global Note is issued, is the later of (i) 40 days
after the Temporary Bearer Global Note is issued and (ii) 40 days after the completion of the distribution of the relevant Tranche, as certified by the relevant Dealer (in the case of a
non-syndicated issue) or the relevant lead manager (in the case of a syndicated issue), interests in such Temporary Bearer Global Note will be exchangeable (free of charge) upon a request
as described therein either for (i) interests in a Permanent Bearer Global Note of the same Series or (ii) for definitive Bearer Notes of the same Series with, where applicable,
receipts, interest coupons and talons attached (as indicated in the applicable Pricing Supplement and subject, in the case of definitive Bearer Notes, to such notice period as is
specified in the applicable Pricing Supplement), in each case against certification of beneficial ownership as described above unless such certification has already been given, provided that
purchasers in the United States and certain U.S. persons will not be able to receive definitive Bearer Notes. The holder of a Temporary Bearer Global Note will not be entitled to collect any
payment of interest, principal or other amount due on or after the Exchange Date unless, upon due certification, exchange of the Temporary Bearer Global Note for an interest in a Permanent Bearer
Global Note or for definitive Bearer Notes is improperly withheld or refused.

Payments
of principal, interest (if any) or any other amounts payable on a Permanent Bearer Global Note will be made through Euroclear and/or Clearstream, Luxembourg against
presentation or surrender (as the case may be) of the Permanent Bearer Global Note without any requirement for certification. The applicable Pricing Supplement will specify that a Permanent Bearer
Global Note will be exchangeable (free of charge), in whole but not in part, for definitive Bearer Notes with, where applicable, receipts, interest coupons and talons attached upon either
(i) not less than 60 days' written notice from Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in such Permanent Bearer Global Note) to
the Principal Paying Agent as described therein or (ii) only upon the occurrence of an Exchange Event, except that option (i) above shall be selected for any Pricing Supplement
applicable to Bearer Notes issued by AD North America with a maturity of more than 183 days. For these purposes, "Exchange Event" means that (i) an Event of Default (as defined in
Condition 10) has occurred and is continuing, (ii) both Euroclear and Clearstream, Luxembourg have been closed for business for a continuous period of 14 days (other than by
reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no alternative clearing system is available or (iii) the
relevant Issuer would suffer a material disadvantage in respect of the Notes as a result of a change in the laws or regulations (taxation or otherwise) of any jurisdiction referred to in
Condition 8 which would not be suffered were the Notes represented by the Permanent Bearer Global Note in definitive form and a certificate to such effect signed by two Directors of the
relevant Issuer (or, in the case of Lif, by one

12

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Managing
Director) is delivered to the Trustee. The relevant Issuer will promptly give notice to the Noteholders in accordance with Condition 14 if an Exchange Event occurs. In the event of the
occurrence of an Exchange Event, Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in such Permanent Bearer Global Note) or the Trustee may give notice
to the Principal Paying Agent requesting exchange and, in the event of the occurrence of an Exchange Event as described in (iii) above, the relevant Issuer may also give notice to the Principal
Paying Agent requesting exchange. Any such exchange shall occur not later than 60 days after the date of receipt of the first relevant notice by the Principal Paying Agent.

The
following legend will appear on (i) all Bearer Notes issued by Allied Domecq, Financial Services, Lif and AD Holdings which have an original maturity of more than
365 days and (ii) all Bearer Notes issued by AD North America which have an original maturity of more than 183 days and on all receipts and interest coupons relating to
such Notes:

"ANY
UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) 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."

The
following legend will appear on all Bearer Notes issued by AD North America which have an original maturity of 183 days or less and on all receipts and interest
coupons relating to such Notes.

"BY
ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE
INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE
INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER)."

Bearer
Notes with a maturity of 183 days or less issued by AD North America are required to be issued in minimum denominations of U.S.$500,000 (or the equivalent amount in
the relevant Specified Currency determined by reference to the spot rate on the date of issuance).

Notes
which are represented by a Bearer Global Note will only be transferable in accordance with the rules and procedures for the time being of Euroclear or Clearstream, Luxembourg, as
the case may be.

Registered Notes

The
Registered Notes of each Tranche offered and sold in reliance on Regulation S, which will be sold outside the United States in offshore transactions to
non-U.S. persons, will initially be represented by a global note in registered form, without Receipts or Coupons (a "Regulation S Global Note") which will be deposited with a
custodian for, and registered in the name of a nominee of, DTC for the accounts of Euroclear and Clearstream, Luxembourg. Prior to expiry of the Distribution Compliance Period (as defined in
Condition 2(h)of the Terms and Conditions of the Notes) applicable to each Tranche of Notes, beneficial interests in a Regulation S
Global Note may not be offered or sold to, or for the account or benefit of, a U.S. person save as otherwise provided in Condition 2 and may not be held otherwise than through Euroclear
or Clearstream, Luxembourg and such Regulation S Global Note will bear a legend regarding such restrictions on transfer.

The
Registered Notes of each Tranche may only be offered and sold in the United States or to U.S. persons in private transactions (i) to "qualified institutional buyers"
within the meaning of Rule 144A under the Securities Act ("QIBs") or (ii) to "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act) that are institutions ("Institutional Accredited Investors") who agree to purchase the Notes for their own account and not with a view to the distribution thereof. The Registered Notes
of each Tranche sold to QIBs will be represented by a global note in registered form, without Receipts or Coupons (a "Rule 144A Global Note" and, together with a Regulation S Global
Note, the "Registered Global Notes"), which will be deposited with a custodian for, and registered in the name of a nominee of, DTC.

Persons
holding beneficial interests in Registered Global Notes will be entitled or required, as the case may be, under the limited circumstances described below, to receive physical
delivery of definitive Notes in fully registered form.

13

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The
Registered Notes of each Tranche sold to Institutional Accredited Investors will be in definitive form, registered in the name of the holder thereof ("Definitive IAI Registered
Notes"). Unless otherwise set forth in the applicable Pricing Supplement, Definitive IAI Registered Notes will be issued only in minimum denominations of U.S.$500,000 and integral multiples of
U.S.$1,000 in excess thereof (or the approximate equivalents in the applicable Specified Currency). Definitive IAI Registered Notes will be subject to the restrictions on transfer set forth therein
and will bear the restrictive legend described under "Subscription and Sale and Transfer and Selling Restrictions". Transferees acquiring the Notes in
transactions exempt from registration under the Securities Act pursuant to Regulation S or Rule 144 under the Securities Act (if available) may only do so upon satisfaction of the
requirements applicable to such transfer as described under "Subscription and Sale and Transfer and Selling Restrictions". The Rule 144A Global
Note will be subject to certain restrictions on transfer set forth therein and will bear a legend regarding such restrictions.

Payments
of principal, interest and any other amount in respect of the Registered Global Notes will, in the absence of provision to the contrary, be made to the nominee of DTC as the
registered holder of the Registered Global Notes. None of AD North America, Lif, Allied Domecq as guarantor, any Paying Agent and the Registrar will have any responsibility or liability for any
aspect of the records relating to or payments or deliveries made on account of beneficial ownership interests in the Registered Global Notes or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.

Payments
of principal, interest or any other amount in respect of the Registered Notes in definitive form will, in the absence of provision to the contrary, be made to the persons shown
on the Register on the relevant Record Date (as defined in Condition 6(d)) immediately preceding the due date for payment in the manner provided
in Condition 6.

Interests
in a Registered Global Note will be exchangeable (free of charge), in whole but not in part, for definitive Registered Notes without receipts, interest coupons or talons
attached only upon the occurrence of an Exchange Event. For these purposes, "Exchange Event" means that (i) an Event of Default has occurred and is continuing, (ii) DTC has notified the
relevant Issuer that it is unwilling or unable to continue to act as depositary for the Notes and no alternative clearing system is available, (iii) DTC has ceased to constitute a clearing
agency registered under the Exchange Act or the relevant Issuer has been notified that both Euroclear and Clearstream, Luxembourg have been closed for business for a continuous period of
14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and, in any such case, no alternative
clearing system is available or (iv) the relevant Issuer would suffer a material disadvantage in respect of the Notes as a result of a change in the laws or regulations (taxation or otherwise)
of any jurisdiction referred to in Condition 8 which would not be suffered were the Notes represented by the Registered Global Note in definitive form and a certificate to such effect signed by
(where the relevant Issuer is AD North America) two directors of AD North America and (where the relevant Issuer is Lif) one Managing Director of Lif is delivered to the Trustee. The
relevant Issuer will promptly give notice to Noteholders in accordance with Condition 14 if an Exchange Event occurs. In the event of the occurrence of an Exchange Event, DTC, Euroclear and/or
Clearstream, Luxembourg (acting on the instructions of any holder of an interest in such Registered Global Note) or the Trustee may give notice to the Registrar requesting exchange and, in the event
of the occurrence of an
Exchange Event as described in (iv) above, the relevant Issuer may also give notice to the Registrar requesting exchange. Any such exchange shall occur not later than 10 days after the
date of receipt of the first relevant notice by the Registrar.

Transfer of Interests

Interests in a Registered Global Note may, subject to compliance with all applicable restrictions, be transferred to a person who wishes to hold such interest in
another Registered Global Note or in the form of a Definitive IAI Registered Note and Definitive IAI Registered Notes may, subject to compliance with all applicable restrictions, be transferred to a
person who wishes to hold such Notes in the form of an interest in a Registered Global Note or a Definitive IAI Registered Note. No beneficial owner of an interest in a Registered Global Note will be
able to transfer such interest, except in accordance with the applicable procedures of DTC, Euroclear and Clearstream, Luxembourg, in each case to the extent applicable. Registered Notes are also subject to the restrictions on
transfer set forth therein and will bear a legend regarding such
restrictions see "Subscription and Sale and Transfer and Selling Restrictions".

General

Pursuant to the Agency Agreement (as defined under "Terms and Conditions of the Notes"), the Principal Paying
Agent shall arrange that, where a further Tranche of Notes is issued which is intended to

14

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form a
single Series with an existing Tranche of Notes, the Notes of such further Tranche shall be assigned a common code and ISIN and, where applicable, a CUSIP and CINS number which are
different from the common code, ISIN, CUSIP and CINS assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period applicable to the Notes
of such Tranche.

For
so long as any of the Notes is represented by a Bearer Global Note held on behalf of Euroclear and/or Clearstream, Luxembourg, each person (other than Euroclear or Clearstream,
Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or
other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes save in the
case of manifest error) shall be treated by the relevant Issuer, Allied Domecq as guarantor (where the relevant Issuer is Financial Services, AD Holdings, AD North America or Lif), the
Agents (as defined under "Terms and Conditions of the Notes") and the Trustee as the holder of such nominal amount of such Notes for all purposes other
than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Global Note shall be treated by the relevant Issuer, Allied
Domecq as guarantor (where the relevant Issuer is Financial Services, AD Holdings, AD North America or Lif) and its or, as the case may be, their agents and the Trustee as the holder of
such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Note and the expressions "Noteholder" and "holder of Notes" and related expressions shall be
construed accordingly.

For
so long as any of the Notes is represented by a Registered Global Note registered in the name of DTC or its nominee, each person who is for the time being shown in the records of
DTC or such nominee as the holder of a particular nominal amount of such Notes shall be treated by the relevant Issuer, Allied Domecq as guarantor, the Agents and the Trustee as the holder of such
nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on, or voting, giving consents or making requests in respect of, such nominal amount of
such Notes for which purpose DTC or, in the case of payments only, its nominee shall be treated by the relevant Issuer, Allied Domecq as guarantor, the Agents and the Trustee as the holder of such
nominal amount of such Notes in accordance with and subject to the terms of such Registered Global Note, and the expressions "Noteholder" and "holder of Notes" and related expressions shall be
construed accordingly. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or
certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive
and binding on all concerned.

Any
reference herein to Euroclear and/or Clearstream, Luxembourg and/or DTC shall, whenever the context so permits, be deemed to include a reference to any additional or alternative
clearing system approved by the relevant Issuer, the Principal Paying Agent and the Trustee.

15

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FORM OF PRICING SUPPLEMENT

Set out below is the form of Pricing Supplement which will be completed for each Tranche of Notes issued under the Programme.

[Date]

[Allied Domecq PLC/Allied Domecq Financial Services PLC/Allied Domecq (Holdings) PLC/Allied Domecq North America Corp./Lif B.V.]

Issue
of [Aggregate Nominal Amount of Tranche] [Title of Notes]
[Guaranteed by Allied Domecq PLC]1
under the U.S.$3,000,000,000 Global Medium Term Note Programme

This
document constitutes the Pricing Supplement relating to the issue of Notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the
Conditions set forth in the Offering Circular dated 29 April 2004 [and the supplemental Offering Circular dated
[        ]]. This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with such Offering
Circular [as so supplemented].

[The following alternative language applies if the first tranche of an issue which is being increased was issued under an Offering Circular with an
earlier date.

Terms
used herein shall be deemed to be defined as such for the purposes of the Conditions (theConditions) set forth in the Offering
Circular dated [original date]. This Pricing Supplement contains the final terms of the Notes and must be read in conjunction
with the Offering Circular dated 29 April 2004 [and the supplemental Offering Circular dated [        ]], save
in respect of the Conditions which are extracted from the Offering Circular dated [original date] and are attached
hereto.]

[Include whichever of the following apply or specify as "Not Applicable" (N/A). Note that the numbering should remain as set out below, even if "Not
Applicable" is indicated for individual paragraphs or sub-paragraphs.]

|1. | [(i)]                                                                                                                               | Issuer:                          |                                  | [Allied Domecq PLC/Allied Domecq Financial Services PLC/Allied Domecq (Holdings) PLC/Allied Domecq North America Corp./Lif B.V.]                         
|-- | ----------------------------------------------------------------------------------------------------------------------------------- | -------------------------------- | -------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|   | [(ii)                                                                                                                               | Guarantor:                       |                                  | Allied Domecq PLC]1                                                                                                                                      
|2. | [(i)]                                                                                                                               | Series Number:                   |                                  | [             ]                                                                                                                                          
|   | [(ii)                                                                                                                               | Tranche Number:                  |                                  | [             ]                                                                                                                                          
|   |                                                                                                                                     |                                  |                                  | (If fungible with an existing Series, details of that Series, including the date on which the Notes become fungible)]                                    
|3. | Specified Currency or Currencies:                                                                                                   |                                  | [             ]                 
|4. | Aggregate Nominal Amount:                                                                                                           |                                  |                                 
|   |                                                                                                                                    | Tranche:                         |                                  | [             ]                                                                                                                                          
|   |                                                                                                                                    | Series (including this Tranche): |                                  | [             ]                                                                                                                                          
|5. | [(i)]                                                                                                                               | Issue Price:                     |                                  | [             ] per cent. of the Aggregate Nominal Amount [plus accrued interest from [insert date] (in the case of fungible issues only, if applicable)]
|   | [(ii)                                                                                                                               | Net Proceeds:                    |                                  | [             ](Required only for listed issues)]                                                                                                        
|6. | Specified Denomination(s): (in the case of Registered Notes, this means the minimum integral amount in which transfers can be made) |                                  | [             ] [             ]2

---

16

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|7.                                               | (i)                                                   | Issue Date:                                                           |                                                                                                                                                                                                   | [             ]                                                                                                                                                                                                                                             
|------------------------------------------------ | ----------------------------------------------------- | --------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                 | (ii)                                                  | Interest Commencement Date:                                           |                                                                                                                                                                                                   | [             ]                                                                                                                                                                                                                                             
|8.                                               | Maturity Date:                                        |                                                                       | [specify date or (for Floating Rate Notes) Interest Payment Date falling, in or nearest to the relevant month and year]                                                                          
|9.                                               | Interest Basis:                                       |                                                                       | [[             ] per cent. Fixed Rate]
[[LIBOR] [EURIBOR]+/- [             ] per cent. Floating Rate]
[Zero Coupon]
[Index Linked Interest]
[specify other]
(further particulars specified below)
|10.                                              | Redemption/Payment Basis:                             |                                                                       | [Redemption at par]
[Index Linked Redemption]
[Dual Currency]
[Partly Paid]
[Instalment]
[specify other]                                                                                         
|11.                                              | Change of Interest Basis or Redemption/Payment Basis: |                                                                       | [Specify details of any provision for change of Notes into another Interest Basis or Redemption/Payment Basis]                                                                                   
|12.                                              | Put/Call Options:                                     |                                                                       | [Investor Put]
[Issuer Call]
[(further particulars specified below)]                                                                                                                             
|13.                                              | [(i)]                                                 | Status of the Notes:                                                  |                                                                                                                                                                                                   | [Senior/[Dated/Perpetual]/Subordinated]                                                                                                                                                                                                                     
|                                                 | [(ii)]                                                | Status of the Guarantee:                                              |                                                                                                                                                                                                   | [Senior/[Dated/Perpetual]/Subordinated]                                                                                                                                                                                                                     
|                                                 | [(iii)]                                               | Date [Board] approval for issuance of Notes [and Guarantee] obtained: |                                                                                                                                                                                                   | [    ] [and [    ], respectively]                                                                                                                                                                                                                           
|14.                                              | Listing:                                              |                                                                       | [Official List of the UK Listing Authority and trading on the London Stock Exchange/specify other/None]                                                                                          
|15.                                              | Method of distribution:                               |                                                                       | [Syndicated/Non-syndicated]                                                                                                                                                                      
|PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
|16.                                              | Fixed Rate Note Provisions                            |                                                                       | [Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)                                                                                           
|                                                 | (i)                                                   | Rate[(s)] of Interest:                                                |                                                                                                                                                                                                   | [             ] per cent. per annum [payable [annually/semi- annually/quarterly] in arrear] (If payable other than annually, consider amending Condition
5)                                                                                                 
|                                                 | (ii)                                                  | Interest Payment Date(s):                                             |                                                                                                                                                                                                   | [[             ] in each year adjusted in accordance with [specify Business Day Convention and any applicable Business Centre(s) for the definition of "Business
Day"]/not adjusted]
(NB: This will need to be amended in the case of long or short coupons)
|                                                 | (iii)                                                 | Fixed Coupon Amount(s):                                               |                                                                                                                                                                                                   | [             ] per [             ] in nominal amount                                                                                                                                                                                                       
|                                                 | (iv)                                                  | Broken Amount(s):                                                     |                                                                                                                                                                                                   | [Insert particulars of any initial or final broken interest amounts which do not correspond with the Fixed Coupon Amount and the Interest Payment Dates to which they relate]                                                                               
|                                                 |                                                       |                                                                       |                                                                                                                                                                                                   |                                                                                                                                                                                                                                                             

17

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|    | (v)                           | Day Count Fraction:                                                                            |                                                                                                        | [] [Day Count Fraction should be Actual/Actual (ISMA) for all fixed rate issues other than those denominated in U.S. dollars, unless the client requests otherwise](NB: if interest is not payable on a regular basis (for example, if there are Broken Amounts specified) Actual/Actual (ISMA) may not be a suitable Day Count Fraction)          
|--- | ----------------------------- | ---------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | (vi)                          | Determination Date(s):                                                                         |                                                                                                        | [             ] in each year
[Insert regular interest payment dates, ignoring issue date or maturity date in the case of a long or short first or last coupon] (NB: This will need to be amended in the case
of regular interest payment dates which are not of equal duration)
(NB: Only relevant where Day Count Fraction is Actual/Actual (ISMA))
|    | (vii)                         | Other terms relating to the method of calculating interest for Fixed Rate Notes:               |                                                                                                        | [None/give details]                                                                                                                                                                                                                                                                                                                                 
|17. | Floating Rate Note Provisions |                                                                                                | [Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)
|    | (i)                           | Specified Period(s)/Specified Interest Payment Dates:                                          |                                                                                                        | [             ]                                                                                                                                                                                                                                                                                                                                     
|    | (ii)                          | Business Day Convention:                                                                       |                                                                                                        | [Floating Rate Business Day Convention/Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention/[specify other]]                                                                                                                                                                              
|    | (iii)                         | Additional Business Centre(s):                                                                 |                                                                                                        | [             ]                                                                                                                                                                                                                                                                                                                                     
|    | (iv)                          | Manner in which the Rate of Interest and Interest Amount is to be determined:                  |                                                                                                        | [Screen Rate Determination/ISDA Determination/specify other]                                                                                                                                                                                                                                                                                        
|    | (v)                           | Party responsible for calculating the Rate of Interest and Interest Amount (if not the Agent): |                                                                                                        | [             ]                                                                                                                                                                                                                                                                                                                                     
|    | (vi)                          | Screen Rate Determination:                                                                     |                                                                                                        |                                                                                                                                                                                                                                                                                                                                                     
|    |                               | (a)    Reference Rate:                                                                         |                                                                                                        | [             ] (Either LIBOR, EURIBOR or other, although additional information is required if other  including fallback provisions in the Agency
Agreement)                                                                                                                                                                                      
|    |                               | (b)    Interest Determination
         Date(s):                                                |                                                                                                        | [             ] (Second London business day prior to the start of each Interest Period if LIBOR (other than Sterling or euro LIBOR), first day of each
Interest Period if Sterling LIBOR and the second day on which the TARGET System is open prior to the start of each Interest Period if EURIBOR or euro LIBOR)                                 
|    |                               | (c)    Relevant Screen Page:                                                                   |                                                                                                        | [             ] (In the case of EURIBOR, if not Telerate Page 248 ensure it is a page which shows a composite rate or amend the fallback provisions
appropriately)                                                                                                                                                                                  
|    | (vii)                         | ISDA Determination:                                                                            |                                                                                                        |                                                                                                                                                                                                                                                                                                                                                     
|    |                               | (a)    Floating Rate Option:                                                                   |                                                                                                        | [             ]                                                                                                                                                                                                                                                                                                                                     
|    |                               | (b)    Designated Maturity:                                                                    |                                                                                                        | [             ]                                                                                                                                                                                                                                                                                                                                     
|    |                               |                                                                                                |                                                                                                        |                                                                                                                                                                                                                                                                                                                                                     

18

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|    |                                       | (c)    Reset Date:                                                                                                                                                                      |                                                                                                        | [             ]                                                                                                                                        
|--- | ------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------
|    | (viii)                                | Margin(s):                                                                                                                                                                              |                                                                                                        | [+/-] [             ] per cent. per annum                                                                                                              
|    | (ix)                                  | Minimum Rate of Interest:                                                                                                                                                               |                                                                                                        | [             ] per cent. per annum                                                                                                                    
|    | (x)                                   | Maximum Rate of Interest:                                                                                                                                                               |                                                                                                        | [             ] per cent. per annum                                                                                                                    
|    | (xi)                                  | Day Count Fraction:                                                                                                                                                                     |                                                                                                        | [Actual/365
Actual/365 (fixed)
Actual/365 (Sterling)
Actual/360
30/360
30E/360 Other]
(See Condition 5 for alternatives)                               
|    | (xii)                                 | Fall back provisions, rounding provisions and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions: |                                                                                                        | [             ]                                                                                                                                        
|18. | Zero Coupon Note Provisions           |                                                                                                                                                                                         | [Applicable/Not Applicable](If not applicable, delete the remaining sub-paragraphs of this paragraph) 
|    | (i)                                   | Accrual Yield:                                                                                                                                                                          |                                                                                                        | [             ] per cent. per annum                                                                                                                    
|    | (ii)                                  | Reference Price:                                                                                                                                                                        |                                                                                                        | [             ]                                                                                                                                        
|    | (iii)                                 | Any other formula/basis of determining amount payable:                                                                                                                                  |                                                                                                        | [             ]                                                                                                                                        
|    | (iv)                                  | Day Count Fraction in relation to Early Redemption Amounts and late payment:                                                                                                            |                                                                                                        | [Conditions 7(e)(iii) and 7(j)apply/specify other] (Consider applicable Day Count Fraction if euro payment: denominated)                               
|19. | Index Linked Interest Note Provisions |                                                                                                                                                                                         | [Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)
|    | (i)                                   | Index/Formula:                                                                                                                                                                          |                                                                                                        | [give or annex details]                                                                                                                                
|    | (ii)                                  | Calculation Agent responsible for calculating the principal and/or interest due:                                                                                                        |                                                                                                        | [             ]                                                                                                                                        
|    | (iii)                                 | Provisions for determining Coupon where calculation by reference to Index and/or Formula is impossible or impracticable:                                                                |                                                                                                        | [             ]                                                                                                                                        
|    | (iv)                                  | Specified Period(s)/Specified Interest Payment Dates:                                                                                                                                   |                                                                                                        | [             ]                                                                                                                                        
|    | (v)                                   | Business Day Convention:                                                                                                                                                                |                                                                                                        | [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention/specify other]
|    | (vi)                                  | Additional Business Centre(s):                                                                                                                                                          |                                                                                                        | [             ]                                                                                                                                        
|    | (vii)                                 | Minimum Rate of Interest:                                                                                                                                                               |                                                                                                        | [             ] per cent. per annum                                                                                                                    
|    | (viii)                                | Maximum Rate of Interest:                                                                                                                                                               |                                                                                                        | [             ] per cent. per annum                                                                                                                    
|    | (ix)                                  | Day Count Fraction:                                                                                                                                                                     |                                                                                                        | [             ]                                                                                                                                        
|    |                                       |                                                                                                                                                                                         |                                                                                                        |                                                                                                                                                        

19

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|20.                               | Dual Currency Note Provisions |                                                                                                       | [Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)
|--------------------------------- | ----------------------------- | ----------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------
|                                  | (i)                           | Rate of Exchange/method of calculating Rate of Exchange:                                              |                                                                                                       
|                                  | (ii)                          | Calculation Agent, if any, responsible for calculating the principal and/or interest payable:         |                                                                                                       
|                                  | (iii)                         | Provisions applicable where calculation by reference to Rate of Exchange impossible or impracticable: |                                                                                                       
|                                  | (iv)                          | Person at whose option Specified Currency(ies) is/are payable:                                        |                                                                                                       
|PROVISIONS RELATING TO REDEMPTION
|21.                               | Issuer Call                   |                                                                                                       | [Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)
|                                  | (i)                           | Optional Redemption Date(s):                                                                          |                                                                                                       
|                                  | (ii)                          | Optional Redemption Amount of each Note and method, if any, of calculation of such amount(s):         |                                                                                                       
|                                  | (iii)                         | If redeemable in part:                                                                                |                                                                                                       
|                                  |                               | (a)    Minimum Redemption
         Amount:                                                            |                                                                                                       
|                                  |                               | (b)    Maximum Redemption
         Amount:                                                            |                                                                                                       
|                                  | (iv)                          | Notice period:                                                                                        |                                                                                                       
|22.                               | Investor Put                  |                                                                                                       | [Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)
|                                  | (i)                           | Optional Redemption Date(s):                                                                          |                                                                                                       
|                                  | (ii)                          | Optional Redemption Amount of each Note and method, if any, of calculation of such amount(s):         |                                                                                                       
|                                  |                               |                                                                                                       |                                                                                                       

20

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|                                           | (iii)                                                                                                                                                                                                                                                                       | Notice period:        |                                                                                                                                                                         | [             ] (N.B. If setting notice periods which are different to those provided in the Conditions, the Issuer is advised to consider the practicalities
of distribution of information through intermediaries, for example, clearing systems and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Agent or Trustee)
|------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|23.                                        | Final Redemption Amount of each Note                                                                                                                                                                                                                                        |                       | [             ] per Note of Specified Denomination/specify other/see Appendix]                                                                                         
|24.                                        | Early Redemption Amount of each Note payable on redemption for taxation reasons or on event of default and/or the method of calculating the same (if required or if different from that set out in Condition 7(e)):                                                         |                       | [             ]                                                                                                                                                        
|GENERAL PROVISIONS APPLICABLE TO THE NOTES
|25.                                        | Form of Notes:                                                                                                                                                                                                                                                              |                       | [Bearer Notes:                                                                                                                                                         
|                                           |                                                                                                                                                                                                                                                                             |                       |                                                                                                                                                                         | Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes [on 60 days' notice given at any time/only upon an Exchange Event].                                                                                                                                                                                                            
|                                           |                                                                                                                                                                                                                                                                             |                       |                                                                                                                                                                         | [Temporary Global Note exchangeable for Definitive Notes on and after the Exchange Date.]]                                                                                                                                                                                                                                                                                               
|                                           |                                                                                                                                                                                                                                                                             |                       |                                                                                                                                                                         | [Registered Notes:                                                                                                                                                                                                                                                                                                                                                                       
|                                           |                                                                                                                                                                                                                                                                             |                       |                                                                                                                                                                         | Regulation S Global Note (U.S.$[    ] nominal amount)/Rule 144A Global Note (U.S.$[    ] nominal amount [/Definitive IAI Registered Notes(specify nominal amounts)]]                                                                                                                                                                                                                     
|26.                                        | Additional Financial Centre(s) or other special provisions relating to Payment Dates:                                                                                                                                                                                       |                       | [Not Applicable/give details] (Note that this item relates to the date and place of payment and not Interest Period end dates to which items 17(iii) and 19(vi) relate)
|27.                                        | Talons for future Coupons or Receipts to be attached to Definitive Bearer Notes (and dates on which such Talons mature):                                                                                                                                                    |                       | [Yes/No](If yes, give details)                                                                                                                                         
|28.                                        | Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due
on late payment: |                       | [Not Applicable/give details](NB: new forms of Global Note may be required for Partly Paid issues)                                                                     
|29.                                        | Details relating to Instalment Notes:                                                                                                                                                                                                                                       |                       |                                                                                                                                                                        
|                                           | (i)                                                                                                                                                                                                                                                                         | Instalment Amount(s): |                                                                                                                                                                         | [Not Applicable/give details]                                                                                                                                                                                                                                                                                                                                                            
|                                           | (ii)                                                                                                                                                                                                                                                                        | Instalment Date(s):   |                                                                                                                                                                         | [Not Applicable/give details]                                                                                                                                                                                                                                                                                                                                                            
|30.                                        | Redenomination, renominalisation and reconventioning provisions:                                                                                                                                                                                                            |                       | [Not Applicable/if Redenomination is applicable, specify the terms of the redenomination in an Annex to the Pricing Supplement]                                        
|                                           |                                                                                                                                                                                                                                                                             |                       |                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                          

21

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|31.                     | Other terms or special conditions:3                                                                                                                                                 |                                   | [Not Applicable/give details](NB  if an issue is to be made under Rule 144A or to Institutional Accredited Investors extensive additional disclosure will be required)
|----------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|DISTRIBUTION           
|32.                     | (i)                                                                                                                                                                                 | If syndicated, names of Managers: |                                                                                                                                                                        
|                        | (ii)                                                                                                                                                                                | Stabilising Manager (if any):     |                                                                                                                                                                        
|33.                     | If non-syndicated, name of relevant Dealer:                                                                                                                                         |                                   | [Give legal name]                                                                                                                                                      
|34.                     | Whether TEFRA D or TEFRA C rules applicable or TEFRA rules not applicable:                                                                                                          |                                   | [TEFRA D/TEFRA C/TEFRA not applicable]                                                                                                                                 
|35.                     | Additional selling restrictions:                                                                                                                                                    |                                   | [Not Applicable/give details]                                                                                                                                          
|OPERATIONAL INFORMATION
|36.                     | ISIN Code:                                                                                                                                                                          |                                   |                                                                                                                                                                        
|37.                     | Common Code:                                                                                                                                                                        |                                   |                                                                                                                                                                        
|38.                     | Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s):                                                                  |                                   | [Not Applicable/give name(s) and number(s), including CUSIP and CINS codes]                                                                                            
|39.                     | Delivery:                                                                                                                                                                           |                                   | Delivery [against/free of] payment                                                                                                                                     
|40.                     | Additional Paying Agent(s) (if any):                                                                                                                                                |                                   | [             ]                                                                                                                                                        
|41.                     | The aggregate nominal amount of Notes issued has been translated into U.S. dollars at the rate of [             ], producing a sum of (for Notes not denominated in U.S. dollars)
: |                                   | [             ]                                                                                                                                                        

---



22

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[LISTING APPLICATION

This Pricing Supplement comprises the details required to list the issue of Notes described herein pursuant to the U.S.$3,000,000,000 Global Medium Term Note
Programme of Allied Domecq PLC, Allied Domecq Financial Services PLC, Allied Domecq (Holdings) PLC, Allied Domecq North America Corp. and Lif B.V.]

RESPONSIBILITY

The Issuer [and Allied Domecq PLC as the Guarantor]* accept[s]** responsibility for the information contained in
this Pricing Supplement.

|Signed on behalf of the Issuer: |  | [Signed on behalf of Allied Domecq PLC as the Guarantor
|------------------------------- |  | -------------------------------------------------------
|By:                             |  | By:                                                    
|Duly authorised                 |  | Duly authorised]*                                      

---

23

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TERMS AND CONDITIONS OF THE NOTES

The following are the Terms and Conditions of the Notes which will be incorporated by reference into each Global Note (as defined below)
and each definitive Note, in the latter case only if permitted by the relevant stock exchange or other relevant authority (if any) and agreed by the relevant Issuer and the relevant Dealer at the time
of issue but, if not so permitted and agreed, such definitive Note will have endorsed thereon or attached thereto such Terms and Conditions. The applicable Pricing Supplement in relation to any
Tranche of Notes may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the following Terms and Conditions, replace or modify the following
Terms and Conditions for the purpose of such Notes. The applicable Pricing Supplement (or the relevant provisions thereof) will be endorsed upon, or attached to, each Global Note and definitive Note.
Reference should be made to "Form of the Notes" for the form of Pricing Supplements which will specify which of such terms are to apply in relation to the relevant Notes.

This
Note is one of a Series (as defined below) of Notes issued by Allied Domecq PLC ("Allied Domecq"), Allied Domecq Financial Services PLC ("Financial Services"), Allied Domecq
(Holdings) PLC ("AD Holdings"), Allied Domecq North America Corp. ("AD North America") or Lif B.V. ("Lif" and, together with Allied Domecq in its capacity as an issuer, Financial Services, AD Holdings
and AD North America, the "Issuers" and each an "Issuer") and constituted by a Trust Deed (as modified and/or supplemented and/or restated as at the date of issue of the Notes (the "Issue Date"), the
"Trust Deed") dated 18 November 1999 made between Allied Domecq (in its capacity both as an Issuer and as guarantor of Notes issued by Financial Services and Lif), Financial Services, Lif and
The Law Debenture Trust Corporation p.l.c. (the "Trustee", which expression shall include any successor as trustee).

References
herein to the "Notes" shall be references to the Notes of this Series and shall mean:



References
herein to the "relevant Issuer" shall be to the Issuer of the Notes named in the applicable Pricing Supplement (as defined below).

The
Notes, the Receipts (as defined below) and the Coupons (as defined below) have the benefit of an Agency Agreement (such Agency Agreement as amended and/or supplemented and/or
restated as at the Issue Date, the "Agency Agreement") dated 18 November 1999 and made between Allied Domecq (in its capacity both as an Issuer and as guarantor of Notes issued by Financial
Services and Lif), Financial Services, Lif, Citibank, N.A. as issuing and principal paying agent and agent bank (the "Principal Paying Agent", which expression shall include any successor principal
paying agent) and the other paying agents named therein (together with the Principal Paying Agent, the "Paying Agents", which expression shall include any additional or successor paying agents),
Citibank, N.A. as exchange agent (in such capacity, the "Exchange Agent", which expression shall include any successor exchange agent), as registrar (in such capacity, the "Registrar", which
expression shall include any successor registrar) and as a transfer agent (together with the other transfer agents named therein, the "Transfer Agents", which expression shall include any additional
or successor transfer agents) and the Trustee.

Interest
bearing Definitive Bearer Notes (unless otherwise indicated in the applicable Pricing Supplement) have interest coupons ("Coupons") and, if indicated in the applicable Pricing
Supplement, talons for further Coupons ("Talons") attached on issue. Any reference herein to Coupons or coupons shall, unless the context otherwise requires, be deemed to include a reference to Talons
or talons. Definitive Bearer Notes repayable in instalments have receipts ("Receipts") for the payment of the instalments of principal (other than the final instalment) attached on issue. Definitive
Registered Notes and Global Notes do not have Receipts, Coupons or Talons attached on issue.

The
Pricing Supplement for this Note (or the relevant provisions thereof) is attached to or endorsed on this Note and supplements these Terms and Conditions and may specify other terms
and conditions which

24

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shall,
to the extent so specified or to the extent inconsistent with these Terms and Conditions, replace or modify these Terms and Conditions for the purposes of this Note. References to the
"applicable Pricing Supplement" are to the Pricing Supplement (or the relevant provisions thereof) attached to or endorsed on this Note.

The
Trustee acts for the benefit of the holders for the time being of the Notes (the "Noteholders", which expression shall, in relation to any Notes represented by a Global Note, be
construed as
provided below), the holders of the Receipts (the "Receiptholders") and the holders of the Coupons (the "Couponholders", which expression shall, unless the context otherwise requires, include the
holders of the Talons), in accordance with the provisions of the Trust Deed.

As
used herein, "Tranche" means Notes which are identical in all respects (including as to listing) and "Series" means a Tranche of Notes together with any further Tranche or Tranches
of Notes which are (i) expressed to be consolidated and form a single series and (ii) identical in all respects (including as to listing) except for their respective Issue Dates,
Interest Commencement Dates and/or Issue Prices.

Copies
of the Trust Deed, the Agency Agreement and the applicable Pricing Supplement are available for inspection during normal business hours at the registered office for the time
being of the Trustee (being at 11 March 2002 at Fifth Floor, 100 Wood Street, London EC2V 7EX, England) and at the specified office of each of the Principal Paying Agent, the Registrar and the
other Paying Agents and Transfer Agents (such Agents and the Registrar being together referred to as the "Agents") save that, if this Note is an unlisted Note of any Series, the applicable Pricing
Supplement will only be available for inspection by a Noteholder holding one or more unlisted Notes of that Series and such Noteholder must produce evidence satisfactory to the Trustee or, as the case
may be, the relevant Agent as to its holding of such Notes and identity. The Noteholders, the Receiptholders and the Couponholders are deemed to have notice of, are bound by, and are entitled to the
benefit of, all the provisions of the Trust Deed, the Agency Agreement and the applicable Pricing Supplement which are applicable to them. The statements in these Terms and Conditions include
summaries of, and are subject to, the detailed provisions of the Trust Deed and the Agency Agreement.

Words
and expressions defined in the Trust Deed or the Agency Agreement or used in the applicable Pricing Supplement shall have the same meanings where used in these Terms and
Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of inconsistency between the Agency Agreement and the Trust Deed, the Trust Deed shall
prevail and, in the event of inconsistency between the Agency Agreement or the Trust Deed and the applicable Pricing Supplement, the applicable Pricing Supplement shall prevail.

1.      Form, Denomination and Title

The Notes are in bearer form ("Bearer Notes") or (in the case only of Notes issued by AD North America or Lif) in registered form ("Registered Notes") as
specified in the applicable Pricing Supplement and, in the case of definitive Notes, serially numbered, in the Specified Currency and the Specified Denomination(s). Notes of one Specified Denomination
may not be exchanged for Notes of another Specified Denomination and Bearer Notes may not be exchanged for Registered Notes or vice versa. Allied Domecq, Financial Services and AD Holdings may only
issue Notes in bearer form.

This
Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note or a combination of any of the foregoing, depending upon the Interest Basis shown
in the applicable Pricing Supplement.

This
Note may be an Index Linked Redemption Note, an Instalment Note, a Dual Currency Note, a Partly Paid Note or a combination of any of the foregoing, depending upon the
Redemption/Payment Basis shown in the applicable Pricing Supplement.

Definitive
Bearer Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in these Terms and Conditions are not
applicable. References in these Terms and Conditions to Receipts, Coupons and Talons do not apply to Registered Notes.

Subject
as set out below, title to the Bearer Notes, Receipts and Coupons will pass by delivery and title to the Registered Notes will pass upon registration of transfers in accordance
with the provisions of the Agency Agreement and the Trust Deed. The relevant Issuer, Allied Domecq (where the relevant Issuer is Financial Services, AD Holdings, AD North America or Lif), any Agent
and the Trustee will (except as otherwise required by law) deem and treat the bearer of any Bearer Note, Receipt or Coupon and the

25

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registered
holder of any Registered Note as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft
thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next two succeeding paragraphs.

For
so long as any of the Notes is represented by a Bearer Global Note held on behalf of Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear") and/or Clearstream
Banking, société anonyme ("Clearstream, Luxembourg"), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of
Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as
to the nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the relevant Issuer,
Allied Domecq (where the relevant Issuer is Financial Services, AD Holdings, AD North America or Lif), the Trustee and the Agents as the holder of such nominal amount of such Notes for all purposes
other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Bearer Global Note shall be treated by the relevant
Issuer, Allied Domecq (where the relevant Issuer is Financial Services, AD Holdings, AD North America or Lif), the Trustee and the Agents as the holder of such nominal amount of such Notes in
accordance with and subject to the terms of the relevant Bearer Global Note and the expressions "Noteholder" and "holder of Notes" and related expressions shall be construed accordingly.

For
so long as any of the Notes is represented by a Registered Global Note registered in the name of The Depository Trust Company of New York ("DTC") or its nominee, each person who is
for the time being shown in the records of DTC or such nominee as the holder of a particular nominal amount of such Notes shall be treated by the relevant Issuer, Allied Domecq, the Trustee and the
Agents as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on, or voting, giving consents or making requests in respect
of, such nominal amount of such Notes for which purpose DTC or, in the case of payments only, its nominee shall be treated by the relevant Issuer, Allied Domecq, the Trustee and the Agents as the
holder of such nominal amount of such Notes in accordance with and subject to the terms of such Registered Global Note, and the expressions "Noteholder" and "holder of Notes" and related expressions
shall be construed accordingly. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information
and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be
conclusive and binding on all concerned.

Notes
which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of DTC, Euroclear and Clearstream, Luxembourg, as
the case may be. References to DTC, Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system
specified in the applicable Pricing Supplement.

2.      Transfers of Registered Notes

(a)     Transfers of interests in Registered Global Notes

Transfers of beneficial interests in Registered Global Notes will be effected by DTC, Euroclear or Clearstream, Luxembourg, as the case may be, and, in turn, by
other participants and, if appropriate, indirect participants in such clearing systems acting on behalf of beneficial transferors and transferees of such interests. A beneficial interest in a
Registered Global Note will, subject to compliance with all applicable legal and regulatory restrictions, be transferable for Definitive Registered Notes or for a beneficial interest in another
Registered Global Note only in the Specified Denominations and only in accordance with the rules and operating procedures for the time being of DTC, Euroclear or Clearstream, Luxembourg, as the case
may be, and in accordance with the terms and conditions specified in the Agency Agreement and the Trust Deed. Transfers of a Registered Global Note shall be limited to transfers of such Registered
Global Note, in whole but not in part, to a nominee of DTC or to a successor of DTC or such successor's nominee.

(b)     Transfers of Registered Notes

Subject as provided in paragraphs (e), (f) and (g) below, upon the terms and subject to the conditions set forth in the Agency Agreement and the
Trust Deed, a Registered Note may be transferred in whole or in part (in the Specified Denominations). In order to effect any such transfer (i) the holder or holders must

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(A) surrender
the Registered Note for registration of the transfer of the Registered Note (or the relevant part of the Registered Note) at the specified office of the Registrar or any Transfer
Agent, with the form of transfer thereon duly executed by the holder or holders thereof or his or their attorney or attorneys duly authorised in writing and (B) complete and deposit such
certifications as may be required by the Registrar or, as the case may be, the relevant Transfer Agent and (ii) the Registrar or, as the case may be, the relevant Transfer Agent must, after due
and careful enquiry, be satisfied with the documents of title and the identity of the person making the request. Any such transfer will be subject to such reasonable regulations as the relevant Issuer
and the Registrar may from time to time prescribe (the initial such regulations being set out in the Agency Agreement). Subject as provided above, the Registrar or, as the case may be, the relevant
Transfer Agent will, within three business days (a business day being for this purpose a day on which banks are open for business in the place where the specified office of the Registrar or, as the
case may be, the relevant Transfer Agent is located) of the request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations) authenticate and
deliver, or procure the authentication and delivery of, to the transferee at its specified office or, at the risk of the transferee, send by uninsured mail to such address as the transferee may
request, a new Registered Note of a like aggregate nominal amount to the Registered Note (or the relevant part of the Registered Note) transferred. In the case of the transfer of part only of a
Registered Note, a new Registered Note in respect of the balance of the Registered Note not transferred will be so authenticated and delivered or (at the risk of the transferor) sent by uninsured mail
to such address as the transferor may request.

Notwithstanding
the foregoing, a person who acquires a Registered Note in a transfer exempt from registration under the Securities Act in reliance on Rule 144A or
Regulation S may take delivery thereof in the form of an interest in the appropriate Registered Global Note. In exchange for any such Registered Note properly presented for transfer, the
Registrar or, as the case may be, the relevant Transfer Agent will record such transfer on its records and instruct DTC or its nominee or custodian, as the case may be, concurrently with such transfer
to increase or reflect in its records an increase in the nominal amount of the relevant Registered Global Note equal to the nominal amount of the Registered Note so transferred.

(c)     Registration of transfer upon partial redemption

In the event of a partial redemption of Notes under Condition 7, the relevant Issuer shall not be required:



(d)     Costs of registration

Noteholders will not be required to bear the costs and expenses of effecting any registration of transfer as provided above, except for any costs or expenses of
delivery other than by regular uninsured mail and except that the relevant Issuer may require the payment of a sum sufficient to cover any stamp duty (or any other documentary tax or duty), tax or
other governmental charge that may be imposed in relation to the registration.

(e)     Transfers of interests in Regulation S Global Notes

Prior to expiry of the applicable Distribution Compliance Period, transfers by the holder of, or of a beneficial interest in, a Regulation S Global Note
to a transferee in the United States or who is a U.S. person will only be made:



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In
the case of (A) above, such transferee may take delivery through a Legended Note in global or definitive form and, in the case of (B) above, such transferee may take
delivery only through a Legended Note in definitive form. After expiry of the applicable Distribution Compliance Period (i) beneficial interests in Regulation S Global Notes may be held
through DTC directly, by a participant in DTC, or indirectly through a participant in DTC and (ii) such certification requirements will no longer apply to such transfers.

(f)      Transfers of interests in Legended Notes

Transfers of Legended Notes or beneficial interests therein may be made:





Notes
transferred by Institutional Accredited Investors to QIBs pursuant to Rule 144A or outside the United States pursuant to Regulation S after the expiration of the
Distribution Compliance Period will be eligible to be held by such QIBs or non-U.S. investors through DTC and Notes transferred by Institutional Accredited Investors outside the United
States pursuant to Regulation S prior to the expiration of the Distribution Compliance Period will be eligible to be held by non-U.S. investors through Euroclear and Clearstream,
Luxembourg and, in each case, the Registrar will arrange for any Notes which are the subject of such a transfer to be represented by the appropriate Registered Global Note, where applicable.

Upon
the transfer, exchange or replacement of Legended Notes, or upon specific request for removal of the Legend, the Registrar shall deliver only Legended Notes or refuse to remove the
Legend, as the case may be, unless there is delivered to the relevant Issuer such satisfactory evidence as may reasonably be required by the relevant Issuer, which may include an opinion of U.S.
counsel, that neither the Legend nor the restrictions on transfer set forth therein are required to ensure compliance with the provisions of the Securities Act.

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(g)     Exchanges and transfers of Definitive Registered Notes generally

Holders of Definitive Registered Notes, other than Institutional Accredited Investors, may exchange such Notes for interests in a Registered Global Note of the
same type at any time.

(h)     Definitions

In this Condition, the following expressions shall have the following meanings:



3.      Status of the Notes and the Guarantee

(a)     Status of the Notes

The Notes and any relative Receipts and Coupons constitute direct, unconditional, unsubordinated and (subject to the provisions of Condition 4) unsecured
obligations of the relevant Issuer and rankpari passu, without any preference among themselves, and (subject as aforesaid and to such exceptions as
exist by statute) equally with all other present and future unsecured and unsubordinated obligations of the relevant Issuer from time to time outstanding.

(b)     Status of the Guarantee

The payment of principal and interest in respect of the Notes and all other moneys payable by the relevant Issuer (unless it is Allied Domecq) under or pursuant
to the Trust Deed has been unconditionally and irrevocably guaranteed by Allied Domecq in the Trust Deed (the "Guarantee"). The obligations of Allied Domecq under the Guarantee are direct,
unconditional, unsubordinated and (subject to the provisions of Condition 4) unsecured obligations of Allied Domecq and (subject as aforesaid and to such exceptions as exist by statute) rank pari passuand equally with all other present and future unsecured and unsubordinated obligations of Allied Domecq from time to time outstanding.

4.      Negative Pledge

So long as any of the Notes remains outstanding (as defined in the Trust Deed), Allied Domecq will not, and will procure that none of Financial Services, AD
Holdings, AD North America or Lif or any other Principal Subsidiary will, hereafter create any mortgage, charge, pledge, lien or other security interest on any of its present or future undertaking or
assets or enter into any arrangement, the practical effect of which is to grant similar security, in any case in respect of (i) any Obligation of Allied Domecq or Financial Services or AD
Holdings or AD North America or Lif or, as the case may be, any other Principal Subsidiary, or any Obligation of any other person, or (ii) any guarantee or indemnity in respect of any
Obligation of Allied Domecq or

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Financial
Services or AD Holdings or AD North America or Lif or, as the case may be, any other Principal Subsidiary, or any Obligation of any other person, in each case without at the same time
securing the Notes equally and rateably therewith to the satisfaction of the Trustee or providing other security therefor which the Trustee in its absolute discretion shall deem not materially less
beneficial to the Noteholders or as shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of the Noteholders.

"Obligation" means any present or future indebtedness evidenced by bonds, debentures or other securities which, at the request or with
the concurrence of Allied Domecq or Financial Services or AD Holdings or AD North America or Lif, are quoted or traded for the time being on any stock exchange or other recognised market for
securities, excluding any such indebtedness evidenced by bonds, debentures or other securities denominated or payable in Sterling.

"Principal Subsidiary" means, at any time:



provided
that



"Subsidiary" means a subsidiary within the meaning of Section 736 of the Companies Act 1985.

5.      Interest

(a)     Interest on Fixed Rate Notes

Each Fixed Rate Note bears interest on its outstanding nominal amount (or, if it is a Partly Paid Note, the amount paid up) from (and including) the Interest
Commencement Date at the rate(s) per annum equal to the Rate(s) of Interest. Interest will be payable in arrear on the Interest Payment Date(s) in each year up to (and including) the Maturity Date.

Except
as provided in the applicable Pricing Supplement, the amount of interest payable on each Interest Payment Date in respect of the Fixed Interest Period ending on (but excluding)
such date will amount

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to
the Fixed Coupon Amount. Payments of interest on any Interest Payment Date will, if so specified in the applicable Pricing Supplement, amount to the Broken Amount so specified.

As
used in these Terms and Conditions, "Fixed Interest Period" means the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the
next (or first) Interest Payment Date.

If
interest is required to be calculated for a period other than a Fixed Interest Period, such interest shall be calculated by applying the Rate of Interest to each Specified
Denomination, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such
sub-unit being rounded upwards or otherwise in accordance with applicable market convention.

"Day Count Fraction" means, in respect of the calculation of an amount of interest in accordance with this
Condition 5(a):



In
these Terms and Conditions:



(b)     Interest on Floating Rate Notes and Index Linked Interest Notes



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Such
interest will be payable in respect of each Interest Period (which expression shall, in these Terms and Conditions, mean the period from (and including) an Interest Payment Date
(or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date).

If
a Business Day Convention is specified in the applicable Pricing Supplement and (x) if there is no numerically corresponding day in the calendar month in which an Interest
Payment Date should occur or (y) if any Interest Payment Date would otherwise fall on a day which is not a Business Day, then, if the Business Day Convention specified is:



In
this Condition, "Business Day" means a day which is both:



(ii)     Rate of Interest

The Rate of Interest payable from time to time in respect of Floating Rate Notes and Index Linked Interest Notes will be determined in the manner specified in
the applicable Pricing Supplement.

Where
ISDA Determination is specified in the applicable Pricing Supplement as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period
will be the relevant ISDA Rate plus or minus (as indicated in the applicable Pricing Supplement) the Margin (if any). For the purposes of this sub-paragraph (A), "ISDA Rate" for an
Interest Period means a rate equal to the Floating Rate that would be determined by the Principal Paying Agent under an interest rate swap transaction if the Principal Paying Agent were acting as
Calculation Agent for that swap transaction under the terms of an agreement incorporating the 2000 ISDA Definitions, as amended and updated as at the Issue Date of the first Tranche of

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the
Notes, published by the International Swaps and Derivatives Association, Inc. (the "ISDA Definitions") and under which:





Where
Screen Rate Determination is specified in the applicable Pricing Supplement as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest
Period will, subject as provided below, be either:





(iii)     Minimum and/or Maximum Rate of Interest

If the applicable Pricing Supplement specifies a Minimum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of
such Interest Period determined in accordance with the provisions of paragraph (ii) above is less than such Minimum Rate of Interest, the Rate of Interest for such Interest Period shall be such
Minimum Rate of Interest.

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If the applicable Pricing Supplement specifies a Maximum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period
determined in accordance with the provisions of paragraph (ii) above is greater than such Maximum Rate of Interest, the Rate of Interest for such Interest Period shall be such Maximum Rate of
Interest.

(iv)     Determination of Rate of Interest and calculation of Interest Amounts

The Principal Paying Agent, in the case of Floating Rate Notes, and the Calculation Agent, in the case of Index Linked Interest Notes, will at or as soon as
practicable after each time at which the Rate of Interest is to be determined, determine the Rate of Interest for the relevant Interest Period. In the case of Index Linked Interest Notes, the
Calculation Agent will notify the Principal Paying Agent of the Rate of Interest for the relevant Interest Period as soon as practicable after calculating the same.

The
Principal Paying Agent will calculate the amount of interest (the "Interest Amount") payable on the Floating Rate Notes or Index Linked Interest Notes in respect of each Specified
Denomination for the relevant Interest Period. Each Interest Amount shall be calculated by applying the Rate of Interest to each Specified Denomination, multiplying such sum by the applicable Day
Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in
accordance with applicable market convention.

"Day
Count Fraction" means, in respect of the calculation of an amount of interest for any Interest Period:



(v)     Notification of Rate of Interest and Interest Amounts

The Principal Paying Agent will cause the Rate of Interest and each Interest Amount for each Interest Period and the relevant Interest Payment Date to be
notified to the relevant Issuer, the Trustee and any stock exchange or other relevant authority on which the relevant Floating Rate Notes or Index Linked Interest Notes are for the time being listed
or by which they have been admitted to listing and notice thereof to be published in accordance with Condition 14 as soon as possible after their determination but in no event later than
(i) the commencement of the relevant Interest Period, if determined prior to such time, in the case of notification to such exchange of a Rate of Interest and Interest Amount or (ii) in
all other cases, the fourth

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London
Business Day thereafter. Each Interest Amount and Interest Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without prior
notice in the event of an extension or shortening of the Interest Period. Any such amendment will be promptly notified to each stock exchange or other relevant authority on which the relevant Floating
Rate Notes or Index Linked Interest Notes are for the time being listed or by which they have been admitted to listing and to the Noteholders in accordance with Condition 14. If the Notes become
immediately due and repayable under Condition 10, the accrued interest and the Rate of Interest payable in respect of the Notes shall nevertheless continue to be calculated as previously in accordance
with this Condition but no publication of the Rate of Interest or the Interest Amount so calculated need be made unless the Trustee otherwise requires. For the purposes of this paragraph, the
expression "London Business Day" means a day (other than a Saturday or Sunday) on which banks and foreign exchange markets are open for business in London.

(vi)     Determination or calculation by Trustee

If for any reason at any relevant time the Principal Paying Agent or, as the case may be, the Calculation Agent defaults in its obligation to determine the Rate
of Interest or the Principal Paying Agent defaults in its obligation to calculate any Interest Amount in accordance with sub-paragraph (ii)(A) or (B) above or as otherwise
specified in the applicable Pricing Supplement, as the case may be, and in each case in accordance with paragraph (iv) above, the Trustee shall determine the Rate of Interest at such rate as,
in its absolute discretion (having such regard as it shall think fit to the foregoing provisions of this Condition 5, but subject always to any Minimum or Maximum Rate of Interest specified in the
applicable Pricing Supplement), it shall deem fair and reasonable in all the circumstances or, as the case may be, the Trustee shall calculate the Interest Amount(s) in such manner as it shall deem
fair and reasonable in all the circumstances and each such determination or calculation shall be deemed to have been made by the Principal Paying Agent or the Calculation Agent, as applicable.

(vii)    Certificates to be final

All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the
provisions of this Condition 5, whether by the Principal Paying Agent or, if applicable, the Calculation Agent or the Trustee, shall (in the absence of wilful default, bad faith or manifest error) be
binding on the relevant Issuer, Allied Domecq (where the relevant Issuer is Financial Services, AD Holdings, AD North America or Lif), the Principal Paying Agent, the Calculation Agent
(if applicable), the other Agents and all Noteholders, Receiptholders and Couponholders and (in the absence as aforesaid) no liability to the relevant Issuer, Allied Domecq (where the relevant Issuer
is Financial Services, AD Holdings, AD North America or Lif), the Noteholders, the Receiptholders or the Couponholders shall attach to the Principal Paying Agent or, if applicable, the
Calculation Agent or the Trustee in connection with the exercise or non-exercise by it of its powers, duties and discretions pursuant to such provisions.

(c)     Interest on Dual Currency Notes

In the case of Dual Currency Notes, if the rate or amount of interest falls to be determined by reference to a Rate of Exchange, the rate or amount of interest
payable shall be determined in the manner specified in the applicable Pricing Supplement.

(d)     Interest on Zero Coupon Notes

Zero Coupon Notes will be offered and sold at a discount to their nominal amount and will not bear interest. When a Zero Coupon Note becomes repayable prior to
its Maturity Date it will be redeemed at the Early Redemption Amount calculated in accordance with Condition 7(e)(iii). In the case of late payment the
amount due and repayable shall be calculated in accordance with Condition 7(j).

(e)     Interest on Partly Paid Notes

In the case of Partly Paid Notes (other than Partly Paid Notes which are Zero Coupon Notes), interest will accrue as aforesaid on the paid-up nominal
amount of such Notes and otherwise as specified in the applicable Pricing Supplement.

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(f)      Accrual of interest

Each Note (or, in the case of the redemption of part only of a Note, that part only of such Note) will cease to bear interest (if any) from the date for its
redemption unless, upon due presentation thereof, payment of principal is improperly withheld or refused. In such event, interest will continue to accrue as provided in the Trust Deed.

6.      Payments

(a)     Method of payment Subject as provided below:



Payments
will be subject in all cases to any fiscal or other laws and regulations applicable thereto in the place of payment, but without prejudice to the provisions of Condition 8.

(b)     Presentation of Definitive Bearer Notes, Receipts and Coupons

Payments of principal in respect of Definitive Bearer Notes will (subject as provided below) be made in the manner provided in paragraph (a) above only
against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of Definitive Bearer Notes, and payments of interest in respect of Definitive Bearer Notes will
(subject as provided below) be made as aforesaid only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of Coupons, in each case at the specified office
of any Paying Agent outside the United States (which expression, as used herein, means the United States of America (including its territories and possessions, any State of the United States and the
District of Columbia)).

Payments
of instalments of principal (if any) in respect of Definitive Bearer Notes, other than the final instalment, will (subject as provided below) be made in the manner provided in
paragraph (a) above against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Receipt in accordance with the preceding paragraph. Payment
of the final instalment will be made in the manner provided in paragraph (a) above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the
relevant Definitive Bearer Note in accordance with the preceding paragraph. Each Receipt must be presented for payment of the relevant instalment together with the Definitive Bearer Note to which it
appertains. Receipts presented without the Definitive Bearer Note to which they appertain do not constitute valid obligations of the relevant Issuer. Upon the date on which any Definitive Bearer Note
becomes due and repayable, unmatured Receipts (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof.

Bearer
Notes which comprise Fixed Rate Notes (other than Dual Currency Notes, Index Linked Notes or Long Maturity Notes (as defined below)) should be presented for payment together with
all unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling to be issued on exchange of matured Talons), failing which the amount of any missing
unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from
the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of
10 years after the Relevant Date (as defined in Condition 8) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 9) or, if
later, five years from the date on which such Coupon would otherwise have become due, but in no event thereafter.

Upon
any Definitive Bearer Note which comprises a Fixed Rate Note becoming due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become
void and no further Coupons will be issued in respect thereof.

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Upon
the date on which any Definitive Bearer Note which comprises a Floating Rate Note, Dual Currency Note, Index Linked Interest Note or Long Maturity Note becomes due and repayable,
unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment or, as the case may be, exchange for further Coupons shall be made in respect thereof.
A "Long Maturity Note" is a Fixed Rate Note (other than a Fixed Rate Note which on issue had a Talon attached) whose nominal amount on issue is less than the aggregate interest payable thereon
provided that such Note shall cease to be a Long Maturity Note on the Interest Payment Date on which the aggregate amount of interest remaining to be paid after that date is less than the nominal
amount of such Note.

If
the due date for redemption of any Definitive Bearer Note is not an Interest Payment Date, interest (if any) accrued in respect of such Note from (and including) the preceding
Interest Payment Date or, as the case may be, the Interest Commencement Date shall be payable only against surrender of such Definitive Bearer Note.

(c)     Payments in respect of Bearer Global Notes

Payments of principal and interest (if any) in respect of Notes represented by any Bearer Global Note will (subject as provided below) be made in the manner
specified above in relation to Definitive Bearer Notes and otherwise in the manner specified in the relevant Bearer Global Note against presentation or surrender, as the case may be, of such Bearer
Global Note at the specified office of any Paying Agent outside the United States. A record of each payment made against presentation or surrender of any Bearer Global Note, distinguishing between any
payment of principal and any payment of interest, will be made on such Bearer Global Note by the Paying Agent to which it was presented and such record shall be prima facie evidence that the payment
in question has been made.

(d)     Payments in respect of Registered Notes

Payments of principal (other than instalments of principal prior to the final instalment) in respect of each Registered Note (whether or not in global form) will
be made against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of such Note at the specified office of the Registrar or any of the Paying Agents. Such
payments will be made by transfer to the Designated Account (as defined below) of the holder (or the first named of joint holders) of such Note appearing in the register of holders of the Registered
Notes maintained by the Registrar (the "Register") at the close of business on the third business day (being for this purpose a day on which banks are open for business in the place where the
specified office of the Registrar is located) before the relevant due date (a "Record Date"). Notwithstanding the previous sentence, if (i) a holder does not have a Designated Account or
(ii) the principal amount of the Registered Notes held by a holder is less than U.S.$500,000 (or its approximate equivalent in any other Specified Currency), payment will instead be made by a
cheque in the Specified Currency drawn on a Designated Bank (as defined below). For these purposes, "Designated Account" means the account (which, in the case of a payment in Japanese Yen to a
nonresident of Japan, shall be a non-resident account) maintained by a holder with a Designated Bank and identified as such in the Register and "Designated Bank" means (in the case of
payment in a Specified Currency other than euro) a bank in the principal financial centre of the country of such Specified Currency (which, if the Specified Currency is Australian dollars or New
Zealand dollars, shall be Sydney and Auckland, respectively) and (in the case of payment in euro) any bank which processes payments in euro.

Payments
of interest and payments of instalments of principal (other than the final instalment) in respect of each Registered Note (whether or not in global form) will be made by a
cheque in the Specified Currency drawn on a Designated Bank and mailed by uninsured mail on the business day in the place where the specified office of the Registrar is located immediately preceding
the relevant due date to the holder (or the first named of joint holders) of such Note appearing in the Register at the close of business on the fifteenth day (whether or not such fifteenth day is a
business day) before the relevant due date (also a "Record Date") at his address shown in the Register on such Record Date and at his risk. Upon application of the holder to the specified office of
the Registrar not less than three business days in the place where the specified office of the Registrar is located before the due date for any payment of interest in respect of a Registered Note, the
payment may be made by transfer on the due date in the manner provided in the preceding paragraph. Any such application for transfer shall be deemed to relate to all future payments of interest (other
than interest due on redemption) and instalments of principal (other than the final instalment) in respect of the Registered Notes which become payable to the holder who has made the initial
application until such time as the Registrar is notified in writing to the contrary by such holder. Payment of the interest

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due
in respect of each Registered Note on redemption and the final instalment of principal will be made in the same manner as payment of the principal amount of such Note.

Holders
of Registered Notes will not be entitled to any interest or other payment for any delay in receiving any amount due in respect of any such Note as a result of a cheque posted in
accordance with this Condition arriving after the due date for payment or being lost in the post. No commissions or expenses shall be charged to such holders by the Registrar in respect of any
payments of principal or interest in respect of such Notes.

All
amounts payable to DTC or its nominee as registered holder of a Registered Global Note in respect of Notes denominated in a Specified Currency other than U.S. dollars shall be paid
by transfer by the
Registrar to an account in the relevant Specified Currency of the Exchange Agent on behalf of DTC or its nominee for payment in such Specified Currency for conversion into and payment in U.S. dollars
in accordance with the provisions of the Agency Agreement.

None
of the relevant Issuer, Allied Domecq (where the relevant Issuer is Financial Services, AD Holdings, AD North America or Lif), the Trustee and the Agents will
have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the Registered Global Notes or for maintaining,
supervising or reviewing any records relating to such beneficial ownership interests.

(e)     General provisions applicable to payments

The holder of a Global Note shall be the only person entitled to receive payments in respect of Notes represented by such Global Note and the relevant Issuer or,
as the case may be, Allied Domecq (where the relevant Issuer is Financial Services, AD Holdings, AD North America or Lif) will be discharged by payment to, or to the order of, the holder
of such Global Note in respect of each amount so paid. Each of the persons shown in the records of Euroclear, Clearstream, Luxembourg or DTC as the beneficial holder of a particular nominal
amount of Notes represented by such Global Note must look solely to Euroclear, Clearstream, Luxembourg or DTC, as the case may be, for his share of each payment so made by the relevant Issuer
or, as the case may be, Allied Domecq (where the relevant Issuer is Financial Services, AD Holdings, AD North America or Lif) to, or to the order of, the holder of such Global
Note.

Notwithstanding
the provisions of this Condition, if any amount of principal and/or interest in respect of Bearer Notes is payable in U.S. dollars, such U.S. dollar
payments of principal and/or interest in respect of such Notes will be made at the specified office of a Paying Agent in the United States if:



(f)      Payment Day

If the date for payment of any amount in respect of any Note, Receipt or Coupon is not a Payment Day, the holder thereof shall not be entitled to payment until
the next following Payment Day in the relevant place and shall not be entitled to any further interest or other payment in respect of such delay. For these purposes, "Payment Day" means any day which
(subject to Condition 9) is:



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(g)     Interpretation of principal and interest

Any reference in these Terms and Conditions to principal in respect of the Notes shall be deemed to include, as applicable:



Any
reference in these Terms and Conditions to interest in respect of the Notes shall be deemed to include, as applicable, any additional amounts which may be payable with respect to
interest under Condition 8 or pursuant to any undertakings given in addition thereto or in substitution therefor pursuant to the Trust Deed.

7.      Redemption and Purchase

(a)     Redemption at maturity

Unless previously redeemed or purchased and cancelled as specified below, each Note will be redeemed by the relevant Issuer at its Final Redemption Amount
specified in, or determined in the manner specified in, the applicable Pricing Supplement in the relevant Specified Currency on the Maturity Date.

(b)     Redemption for taxation reasons

(i)      Redemption for taxation reasons of Notes issued by Allied Domecq, Financial Services, AD Holdings and Lif or guaranteed
by Allied Domecq.

The Notes may be redeemed at the option of the relevant Issuer in whole, but not in part, at any time (if this Note is neither a Floating Rate Note nor an Index
Linked Interest Note nor a Dual Currency Interest Note) or on any Interest Payment Date (if this Note is either a Floating Rate Note or an Index Linked Interest Note or a Dual Currency Interest Note),
on giving not less than 30 nor more than 60 days' notice to the Trustee and the Principal Paying Agent and, in accordance with Condition 14, the Noteholders (which notice shall be
irrevocable), if the relevant Issuer or (where the relevant Issuer is Financial Services, AD Holdings, AD North America or Lif) Allied Domecq satisfies the Trustee immediately before the
giving of the notice referred to above that:

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provided
that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the relevant Issuer or, as the case may be, (where the relevant Issuer is
Financial Services, AD Holdings, AD North America or Lif) Allied Domecq would be obliged to pay such additional amounts were a payment in respect of the Notes then due.

Prior
to the publication of any notice of redemption pursuant to this Condition, the relevant Issuer shall deliver to the Trustee a certificate signed by two Directors of the relevant
Issuer (or, in the case of Lif, one Managing Director) or, as the case may be, (where the relevant Issuer is Financial Services, AD Holdings, AD North America or Lif) two
Directors of Allied Domecq stating that the relevant Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the
relevant Issuer so to do have occurred, and an opinion of independent legal advisers of recognised standing approved by the Trustee to the effect that the relevant Issuer or, as the case may be,
(where the relevant Issuer is Financial Services, AD Holdings, AD North America or Lif) Allied Domecq has or will become obliged to pay such additional amounts as a result of such
change or amendment and the Trustee shall be entitled to accept the certificate and the opinion as sufficient evidence of satisfaction of the conditions precedent set out above, in which event they
shall be conclusive and binding on the Noteholders, the Receiptholders and the Couponholders.

(ii)     Redemption for taxation reasons of Notes issued by AD North America





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Notes
redeemed pursuant to this Condition 7(b)(i) or (ii) will be redeemed at their Early Redemption Amount referred to in
paragraph(e)below together (if appropriate) with interest accrued to (but excluding) the date of redemption and, in the case of
Condition 7(b)(ii)(2) any Additional Amounts required to be paid thereunder.

(c)     Redemption at the option of the relevant Issuer (Issuer Call)

If
Issuer Call is specified in the applicable Pricing Supplement, the relevant Issuer may, having given:



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(d)     Redemption at the option of the Noteholders (Investor Put)

If Investor Put is specified in the applicable Pricing Supplement, upon the holder of any Note giving to the relevant Issuer in accordance with Condition 14 not
less than 15 nor more than 30 days' notice (or such other notice period as may be specified in the applicable Pricing Supplement) the relevant Issuer will, upon the expiry of such notice,
redeem, subject to, and in accordance with, the terms specified in the applicable Pricing Supplement, in whole (but not, in the case of a Definitive Bearer Note, in part), such Note on the Optional
Redemption Date and at the Optional Redemption Amount together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date. Notes in registered form may be redeemed under
this Condition 7(d)in any multiple of their lowest Specified Denomination.

If
this Note is a Definitive Bearer Note or a Definitive Registered Note, to exercise the right to require redemption of this Note the holder of this Note must deliver this Note at the
specified office of any Paying Agent (if this Note is a Definitive Bearer Note) or any Transfer Agent (if this Note is a Definitive Registered Note) at any time during the normal business hours of
such Paying Agent or, as the case may be, such Transfer Agent falling within the notice period, accompanied by a duly completed and signed notice of exercise in the form (for the time being current)
obtainable from any specified office of any Paying Agent or, as the case may be, any Transfer Agent (a "Put Notice") and in which the holder must specify a bank account (or, if payment is required to
be made by cheque, an address) to which payment is to be made under this Condition and, if this Note is a Definitive Registered Note, the nominal amount thereof to be redeemed and, if less than the
full nominal amount of this Note, if it is a Definitive Registered Note, so surrendered is to be redeemed, an address to which a new Definitive
Registered Note in respect of the balance of this Definitive Registered Note is to be sent subject to and in accordance with the provisions of
Condition 2(b).

If
this Note is represented by a Global Note, to exercise the right to require redemption of this Note the holder of this Note must arrange for delivery (in accordance with the standard
procedures of Euroclear and/or Clearstream, Luxembourg or, as the case may be, DTC) at the specified office of any Paying Agent (in the case of a Bearer Note) or, as the case may be, Transfer Agent
(in the case of a Registered Note) of a Put Notice duly completed as referred to in the preceding paragraph.

(e)     Early Redemption Amounts

For the purpose of paragraph (b) above and Condition 10, each Note will be redeemed at its Early Redemption Amount calculated as follows:



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(f)      Instalments

Instalment Notes will be redeemed in the Instalment Amounts and on the Instalment Dates. The outstanding nominal amount of each such Note shall be reduced by the
Instalment Amount (or, if such Instalment Amount is calculated by reference to a proportion of the nominal amount of such Note, such proportion) for all purposes with effect from the related
Instalment Date, unless payment of the Instalment Amount is improperly withheld or refused on presentation of the related Receipt, in which case, such amount shall remain outstanding until the
Relevant Date (as defined in Condition 8) relating to such Instalment Amount. In the case of early redemption, the Early Redemption Amount will be determined pursuant to
paragraph(e)above.

(g)     Partly Paid Notes

Partly Paid Notes will be redeemed, whether at maturity, early redemption or otherwise, in accordance with the provisions of this Condition and the applicable
Pricing Supplement.

(h)     Purchases

Allied Domecq, Financial Services, AD Holdings, AD North America, Lif or any other Subsidiary of Allied Domecq may at any time purchase Notes
(provided that, in the case of Definitive Bearer Notes, all unmatured Receipts, Coupons and Talons appertaining thereto are purchased therewith) at any price in the open market or otherwise. If
purchases are made by tender, tenders must be available to all Noteholders alike. Such Notes will be cancelled as set forth in paragraph(i)below.

(i)      Cancellation

All Notes which are redeemed or purchased by the relevant Issuer or (where the relevant Issuer is Financial Services, AD Holdings, AD North America
or Lif) Allied Domecq will forthwith be cancelled (together, in the case of Definitive Bearer Notes, with all unmatured Receipts, Coupons and Talons attached thereto or surrendered therewith at
the time of redemption). All Notes so cancelled and Notes purchased and cancelled pursuant to paragraph(h)above (together, in the case of
Definitive Bearer Notes, with all unmatured Receipts, Coupons and Talons cancelled therewith) shall be forwarded to the Principal Paying Agent and cannot be reissued or resold. Upon a cancellation of
Notes represented by a Global Note, the nominal amount of the Notes represented by such Global Note shall be reduced by the nominal amount of such Notes so cancelled.

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(j)      Late payment on Zero Coupon Notes

If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon Note pursuant to
paragraph(a),(b),(c)or(d)above or upon its becoming due and repayable as provided in Condition 10 is improperly withheld or refused, the amount due and
repayable in respect of such Zero Coupon Note shall be the amount calculated as provided in paragraph(e)(iii) above as though the
references therein to the date fixed for the redemption or the date upon which such Zero Coupon Note becomes due and repayable were replaced by references to the date which is the earlier of:



8.      Taxation

(a)     Notes issued by Allied Domecq, Financial Services, AD Holdings and Lif or guaranteed by Allied Domecq

All payments of principal and interest in respect of the Notes, Receipts and Coupons by the relevant Issuer or (where the relevant Issuer is Financial Services,
AD Holdings, AD North America or Lif) Allied Domecq as guarantor will be made without withholding or deduction for or on account of any present or future taxes or duties of
whatever nature imposed or levied by or on behalf of any Tax Jurisdiction unless such withholding or deduction is required by law. In such event, the relevant Issuer or, as the case may be, (where the
relevant Issuer is Financial Services, AD Holdings, AD North America or Lif) Allied Domecq as guarantor will pay such additional amounts as shall be necessary in order that the
net amounts received by the holders of the Notes, Receipts or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been
receivable in respect of the Notes, Receipts or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to
any payment in respect of any Note, Receipt or Coupon:



As
used herein:



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(b)     Notes issued by AD North America

All payments of principal and interest in respect of the Notes, Receipts and Coupons shall be made free and clear of, and without withholding or deduction for,
any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the United States or any authority therein or thereof having
power to tax, unless such withholding or deduction is required by law. AD North America will, subject to certain exceptions and limitations set forth below, pay to a Noteholder, Receiptholder
or Couponholder (a "Noteholder" for the purpose of this Condition 8(b)) who is a United States Alien (as defined below) such Additional Amounts
as may be necessary so that every net payment by AD North America of principal of, and interest on, the Notes, the Receipts and the Coupons (a "Note" for the purpose of this
Condition 8(b)), after withholding or deduction for or on account of any present or future tax, duty, assessment or governmental charge imposed
upon such Noteholder, or by reason of the making of such payment, by or within the United States (as defined below) or any political subdivision or taxing authority thereof or therein, will not be
less than the amount provided for in such Notes to be then due and payable. However, AD North America will not be required to make any payment of Additional Amounts for or on account of:



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9.      Prescription

The Notes (whether in bearer or registered form), Receipts and Coupons will become void unless presented for payment within a period of 10 years (in the
case of principal) and five years (in the case of interest) after the Relevant Date (as defined in Condition 8) therefor.

There
shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon the claim for payment in respect of which would be void pursuant to this Condition or
Condition 6(b) or any Talon which would be void pursuant to Condition 6(b).

10.    Events of Default and Enforcement

(a)     Events of Default

Upon the happening of any of the following events, the Trustee at its discretion may, and if so requested in writing by the holders of not less than
one-quarter in nominal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution of the Noteholders (subject in each case to being indemnified to its
satisfaction) shall, (but in the case of the happening of any of the events mentioned in paragraph (ii), (iv), (v), (vi), (vii), (viii) or (ix) or, if such event relates to a
Principal Subsidiary, (iii) below only if the Trustee shall have certified to the relevant Issuer and (where the relevant Issuer is Financial Services, AD Holdings, AD North
America or Lif) Allied Domecq that the happening of such event is, in its opinion,

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materially
prejudicial to the interests of the Noteholders), by written notice to the relevant Issuer and (where the relevant Issuer is Financial Services, AD Holdings, AD North America
or Lif) Allied Domecq declare the Notes to be, and forthwith upon such declaration the Notes shall become, immediately due and repayable at their Early Redemption Amount, together with accrued
interest as provided in the Trust Deed:



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(b)     Enforcement

At any time after the Notes shall have become immediately due and repayable the Trustee may, at its discretion and without further notice, institute such
proceedings against the relevant Issuer and/or (where the relevant Issuer is Financial Services, AD Holdings, AD North America or Lif) Allied Domecq as it may think fit to enforce
repayment of the Notes together with accrued interest and to enforce the provisions of the Trust Deed, but it shall not be bound to take any such proceedings unless (i) it shall have been so
directed by an Extraordinary Resolution of the Noteholders or so requested in writing by the holders of at least one-quarter in nominal amount of the Notes then outstanding, and
(ii) it shall have been indemnified to its satisfaction. No Noteholder or Couponholder shall be entitled to proceed directly against the relevant Issuer and/or (where the relevant Issuer is
Financial Services, AD Holdings, AD North America or Lif) Allied Domecq unless the Trustee, having become bound to do so, fails to do so within a reasonable period and such
failure shall be continuing.

11.    Replacement of Notes, Receipts, Coupons and Talons

Should any Note, Receipt, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Principal Paying
Agent (in the case of Bearer Notes, Receipts or Coupons) or the Registrar (in the case of Notes in registered form) upon payment by the claimant of such costs and expenses as may be incurred in
connection therewith and on such terms as to evidence and indemnity as the relevant Issuer may reasonably require. Mutilated or defaced Notes, Receipts, Coupons or Talons must be surrendered before
replacements will be issued.

12.    Agents

The names of the initial Agents and their initial specified offices are set out below.

The
relevant Issuer is entitled, with the prior written consent of the Trustee, to vary or terminate the appointment of any Agent and/or appoint additional or other Agents and/or
approve any change in the specified office through which any Agent acts, provided that:



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In
addition, the relevant Issuer shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in the second paragraph of
Condition 6(e). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency, when it shall be
of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Trustee and the Noteholders in accordance with Condition 14.

In
acting under the Agency Agreement, the Agents act solely as agents of the relevant Issuer and (where the relevant Issuer is Financial Services, AD Holdings, AD North
America or Lif) Allied Domecq and, in certain circumstances specified therein, of the Trustee and do not assume any obligation to, or relationship of agency or trust with, any Noteholders,
Receiptholders or Couponholders. The Agency Agreement contains provisions permitting any entity into which any Agent is merged or converted or with which it is consolidated or to which it transfers
all or substantially all of its assets to become the successor agent.

13.    Exchange of Talons

On and after the Interest Payment Date on which the final Coupon comprised in any Coupon sheet matures, the Talon (if any) forming part of such Coupon sheet may
be surrendered at the specified office of the Principal Paying Agent or any other Paying Agent in exchange for a further Coupon sheet including (if such further Coupon sheet does not include Coupons
to (and including) the final date for the payment of interest due in respect of the Note to which it appertains) a further Talon, subject to the provisions of Condition 9.

14.    Notices

All notices regarding the Bearer Notes will be deemed to be validly given if published (i) in a leading English language daily newspaper of general
circulation in London and (ii) (in respect of any Bearer Notes listed on Euronext Paris S.A. (so long as that exchange requires)) in a French language daily newspaper of general circulation in
Paris, each such newspaper to be approved by the Trustee. It is expected that such publication will be made in theFinancial Timesin London and Les Echosin Paris. The relevant Issuer shall also ensure that notices are duly published in a manner which complies with the rules and regulations of
any stock exchange or any other relevant authority on which the Bearer Notes are for the time being listed or by which they have been admitted to listing. Any such notice will be deemed to have been
given on the date of the first publication or, where required to be published in more than one newspaper, on the date of the first publication in all required newspapers.

All
notices regarding the Registered Notes will be deemed to be validly given if sent by first class mail or (if posted to an address overseas) by airmail to the holders (or the first
named of joint holders) at their respective addresses recorded in the Register and will be deemed to have been given on the fourth day after mailing and, in addition, for so long as any Registered
Notes are listed on a stock exchange or admitted to listing by any other relevant authority and the rules of that stock exchange or such other relevant authority so require, such notice will be
published in a daily newspaper of general circulation in the place or places required by the rules of that stock exchange or other relevant authority.

If
publication as provided above is not practicable, notice will be given in such other manner, and will be deemed to have been given on such date, as the Trustee shall approve.

Until
such time as any Notes are issued in definitive form, there may, so long as any Global Notes representing the Notes are held in their entirety on behalf of Euroclear and/or
Clearstream, Luxembourg and/or DTC, be substituted for such publication in such newspaper(s) the delivery of the relevant notice to

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Euroclear
and/or Clearstream, Luxembourg and/or DTC for communication by them to the holders of the Notes and, in addition, for so long as any Notes are listed on a stock exchange or admitted to
listing by any other relevant authority and the rules of that stock exchange or such other relevant authority so require, such notice will be published in a daily newspaper of general circulation in
the place or places required by the rules of that stock exchange or other relevant authority. Any such notice shall be deemed to have been given to the holders of the Notes on the second day after the
day on which the said notice was given to Euroclear and/or Clearstream, Luxembourg and/or DTC.

Notices
to be given by any Noteholder shall be in writing and given by lodging the same, together (in the case of any Note comprising a Definitive Bearer Note or a Definitive Registered
Note) with the relative Note or Notes, with any Paying Agent (in the case of Definitive Bearer Notes) or any Transfer Agent (in the case of Definitive Registered Notes). Whilst any of the Notes is
represented by a Global Note, such notice may be given by any holder of a Note to the Principal Paying Agent or the Registrar through Euroclear and/or Clearstream, Luxembourg and/or DTC, as the case
may be, in such manner
as the Principal Paying Agent, the Registrar and Euroclear and/or Clearstream, Luxembourg and/or DTC, as the case may be, may approve for this purpose.

15.    Meetings of Noteholders, Modification, Authorisation, Waiver and Determination

The Trust Deed contains provisions for convening meetings of the Noteholders to consider any matter affecting their interests, including the sanctioning by
Extraordinary Resolution of a modification or abrogation of any of the provisions of these Terms and Conditions, the Notes, the Receipts, the Coupons or the Trust Deed. Such a meeting may be convened
by the relevant Issuer, Allied Domecq (where the relevant Issuer is Financial Services, AD Holdings, AD North America or Lif) or the Trustee and shall be convened by the relevant
Issuer at the request of Noteholders holding not less than 10 per cent. in nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an
Extraordinary Resolution is one or more persons present holding or representing a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more
persons present being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification or
abrogation of certain provisions of these Terms and Conditions, the Notes, the Receipts, the Coupons or the Trust Deed (including modifying the date of maturity of the Notes or any date for payment of
interest thereon, reducing or cancelling the amount of principal or the rate or amount of interest payable in respect of the Notes or altering the currency of payment of the Notes, the Receipts or the
Coupons), the quorum for passing an Extraordinary Resolution shall be one or more persons present holding or representing not less than two-thirds, or at any adjourned such meeting not
less than one-third, in nominal amount of the Notes for the time being outstanding. An Extraordinary Resolution passed at any meeting of the Noteholders shall be binding on all the
Noteholders, whether or not they are present at the meeting, and on all Receiptholders and Couponholders.

The
Trustee may agree, without the consent of the Noteholders, Receiptholders or Couponholders, to:



The
Trustee may also agree, without the consent of the Noteholders, Receiptholders or Couponholders, to the waiver or authorisation of any breach or proposed breach of any of these
Terms and Conditions or any of the provisions of the Trust Deed or determine, without any such consent as aforesaid, that any Event of Default or Potential Event of Default (as defined in the Trust
Deed) shall not be treated as such, which in any such case is not, in the opinion of the Trustee, materially prejudicial to the interests of the Noteholders.

Any
such modification, waiver, authorisation or determination shall be binding on the Noteholders, the Receiptholders and the Couponholders and, unless the Trustee agrees otherwise, any
such modification made under (i) shall be notified to the Noteholders in accordance with Condition 14 as soon as practicable thereafter.

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In
connection with the exercise by it of any of its trusts, powers, authorities or discretions (including, but without limitation, in relation to any modification, waiver,
authorisation, determination or substitution), the Trustee shall have regard to the general interests of the Noteholders as a class but shall not have regard to any interests arising from
circumstances particular to individual Noteholders, Receiptholders or Couponholders (whatever their number) and, in particular, but without limitation, shall not have regard to the consequences of
such exercise for individual Noteholders, Receiptholders or Couponholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or
subject to the jurisdiction of, any particular territory and the Trustee shall not be entitled to require, nor shall any Noteholder, Receiptholder or Couponholder be entitled to claim, from the
relevant Issuer, Allied Domecq (where the relevant Issuer is Financial Services, AD Holdings, AD North America or Lif) or any other person any indemnification or payment in
respect of any tax consequence of any such exercise upon individual Noteholders, Receiptholders or Couponholders except, in the case of the relevant Issuer and (where the relevant Issuer is Financial
Services, AD Holdings, AD North America or Lif) Allied Domecq, to the extent provided for in Condition 8 and/or any undertaking given in addition to, or in substitution
for, Condition 8 pursuant to the Trust Deed.

16.    Indemnification of the Trustee and its Contracting with Allied Domecq and its Subsidiaries

The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including provisions relieving it from taking
action unless indemnified to its satisfaction.

The
Trust Deed also contains provisions pursuant to which the Trustee is entitled,inter alia, (i) to enter into business
transactions with Allied Domecq, Financial Services, AD Holdings, AD North America and Lif and the other Subsidiaries of Allied Domecq and to act as trustee for the holders of any
other securities issued or guaranteed by, or relating to, any such persons, (ii) to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to
any such transactions or, as the case may be, any such trusteeship without regard to the interests of, or consequences for, the Noteholders, Receiptholders or Couponholders, and (iii) to retain
and not be liable to account for any profit made or any other amount or benefit received thereby or in connection therewith.

17.    Further Issues

The relevant Issuer shall be at liberty from time to time without the consent of the Noteholders, the Receiptholders or the Couponholders to create and issue
further notes having terms and conditions the same as the Notes or the same in all respects save for the amount and date of the first payment of interest thereon and so that the same shall be
consolidated and form a single Series with the outstanding Notes. The Trust Deed contains provisions for convening a single meeting of the
Noteholders and the holders of notes of other Series in certain circumstances where the Trustee so decides.

18.    Substitution

The Trustee may agree, without the consent of the Noteholders, the Receiptholders or the Couponholders, to the substitution in place of the relevant Issuer of
Allied Domecq (where the relevant Issuer is Financial Services, AD Holdings, AD North America or Lif) or of any Subsidiary of Allied Domecq (where the relevant Issuer is Allied
Domecq or Financial Services or AD Holdings or AD North America or Lif) as principal debtor under the Trust Deed, the Notes, the Receipts and the Coupons. The Trustee may also
agree, without such consent as aforesaid, to the substitution of a new group holding company of the Allied Domecq group of companies in place of the relevant Issuer or (where the relevant Issuer is
Financial Services, AD Holdings, AD North America or Lif) of Allied Domecq in each case if Allied Domecq has been or will be replaced as the ultimate holding company of the Allied
Domecq group of companies by such new group holding company pursuant to an amalgamation, consolidation, merger or reconstruction the terms of which shall have been approved in writing by the Trustee
and which are not, in the opinion of an independent merchant or investment bank of international repute appointed for such purpose by the Trustee, materially prejudicial to the interests of the
Noteholders. Any such substitution shall be subject to the relevant provisions of the Trust Deed, such amendments thereof and such other conditions as the Trustee may require and (in any case where
Allied Domecq or any new group holding company of the Allied Domecq group of companies is not the new principal debtor or replaced as guarantor) to the unconditional and irrevocable guarantee of
Allied Domecq, unless the Trustee determines that the interests of the Noteholders will not be materially prejudiced by the absence of the guarantee.

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19.    Contracts (Rights of Third Parties) Act 1999

No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Note, but this does not affect any right
or remedy of any person which exists or is available apart from that Act.

20.    Governing Law and Submission to Jurisdiction

(a)     Governing law

The
Trust Deed (including the Guarantee), the Notes, the Receipts and the Coupons are governed by, and shall be construed in accordance with, English law.

(b)     Submission to jurisdiction

Where the relevant Issuer is AD North America or Lif, each of AD North America and Lif agrees, for the exclusive benefit of the
Trustee, the Noteholders, the Receiptholders and the Couponholders, that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with these Terms
and Conditions, the Trust Deed, the Notes, the Receipts and the Coupons and that accordingly any suit, action or proceedings (together referred to as "Proceedings") arising out of or in connection
with these Terms and Conditions, the Trust Deed, the Notes, the Receipts and the Coupons may be brought in such courts.

Each
of AD North America and Lif hereby irrevocably waives any objection which it may have now or hereafter to the laying of the venue of any such Proceedings in any such
court and any claim that any such Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings brought in the English courts
shall be conclusive and binding upon it and may be enforced in the courts of any other jurisdiction.

Nothing
contained in this Condition shall limit any right to take Proceedings against AD North America or Lif in any other court of competent jurisdiction, nor shall the
taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not.

(c)     Appointment of Process Agent

Each of AD North America and Lif appoints Allied Domecq PLC at its registered office for the time being, at 11 March 2002 The
Pavilions, Bridgwater Road, Bedminster Down, Bristol BS13 8AR, as its agent for service of process in respect of any Proceedings in England, and undertakes that, in the event of Allied
Domecq PLC ceasing so to act or ceasing to be registered in England, it will appoint such other person as the Trustee may approve as its agent for service of process in England in respect of
any Proceedings in England. Nothing herein shall affect the right to serve proceedings in any other manner permitted by law.

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USE OF PROCEEDS

The net proceeds from each issue of Notes will be applied by the relevant Issuer for its general corporate purposes.

Any
relevant Issuer may lend the net proceeds of all issues of Notes to, or invest those net proceeds in, companies within the group to which it belongs, for use by those companies for
general corporate purposes.

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DESCRIPTION OF ALLIED DOMECQ PLC

Introduction

Allied Domecq PLC ("Allied Domecq" or the "Company") is the holding company of a major international branded drinks and retailing group (the "Group"), which
employs approximately 12,500 people worldwide. Allied Domecq is publicly quoted on the London Stock Exchange and has American Depositary Receipts listed on the New York Stock Exchange. The Group has a
market capitalisation of approximately £5.1 billion based on the closing price of 460.25p per share on the London Stock Exchange on 26 April 2004.

The
Group comprises two principal businesses: Allied Domecq Spirits & Wine ("ADSW") and Allied Domecq Quick Service Restaurants ("QSR").

Turnover
for the financial year ended 31 August 2003 was £3.41 billion and trading profit before exceptional items and amortisation of goodwill ("Trading
Profit") was £621 million. As at 31 August 2003, the Group had consolidated net assets of £994 million.

The
registered office of the Company is located at The Pavilions, Bridgwater Road, Bedminster Down, Bristol BS13 8AR.

History

The Company was established in 1961 by the merger of three UK brewing and pub retailing companies. Since then, Allied Domecq has grown to become a leading
international branded drinks
and retailing company with operations in the spirits and wine industry, the quick service restaurants industry and, until September 1999, the retail pub industry.

The
key events in the growth of Allied Domecq's Spirits & Wine business were:

    In
1966, it acquired Harveys of Bristol, a UK based producer of spirits and wine and the owner of Harveys® sherry and Cockburns® port;

    In
1986, it acquired the Canadian distillers Hiram Walker, Gooderham & Worts, owners of a large premium branded spirits portfolio including Ballantine's®
whisky, Canadian Club® whisky, Courvoisier® cognac and Kahlúa® coffee liqueur;

    In
1988, it entered into a spirits distribution arrangement with Suntory Limited, a leading spirits distributor in Japan;

    In
1990, it acquired James Burrough Limited, distillers of Beefeater® gin;

    In
1994, it acquired Pedro Domecq S.A., a leading spirits producer and marketer in Spain and Mexico;

    In
2000, it established a spirits production and distribution venture with Jinro Limited in South Korea;

    In
2000, it entered into a Trademark, Supply and Distribution Agreement with Spirits International NV and S.P.l. Spirits (Cyprus) Limited granting Allied Domecq exclusive
distribution and trademark rights in respect of its various vodka brands, including Stolichnaya® in the United States;

    In
2001, it acquired Kuemmerling GmbH, a German spirits producer; and

    In
2002, it acquired the Malibu® brand, a coconut-flavoured rum-based spirit.

Allied
Domecq has recently increased the scope of its premium wine portfolio through a series of acquisitions, namely:

    In
2001, it acquired G. H. Mumm & Cie and Champagne Perrier-Jouët, champagne producers;

    In
2001, it acquired Montana Group (NZ) Limited, New Zealand's largest winemaker;

    In
2001, it acquired Buena Vista Winery, Inc., a Californian wine producer;

    In
2001, it acquired Bodegas y Viñedos Graffigna Limitada S.R.L. and Viñedos y Bodegas Sainte Sylvie S.R.L., two Argentine wine producers;

    In
2001, it acquired Bodegas y Bebidas S. A., the leading Spanish wine producer; and

    In
2002, it acquired Mumm Cuvée Napa®, a Californian sparkling wine.

54

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Allied
Domecq entered into the QSR business in 1978 with its acquisition of J. Lyons & Company Limited, owner of Baskin-Robbins® (ice-cream). In 1989, it
acquired Dunkin' Donuts® (coffee and baked goods), and in 1997 it acquired Togo's® (a sandwich chain).

Allied
Domecq also holds a 23.75% interest in Britannia Soft Drinks Limited, a UK company engaged in the manufacture and sale of soft drinks.

Effect of Recent Acquisitions

Since the disposal of Allied Domecq's UK retail business in 1999, it has completed a number of acquisitions in order to diversify its portfolio and bring other
specific benefits to its business, including building critical mass in key markets and extending its geographic reach into markets with growth potential. Consideration for these acquisitions totalled
over £1 billion, and was financed primarily from new bank facilities and capital market fund raising activities. Allied Domecq's net debt peaked during the year ended
31 August 2002, primarily as a result of this acquisition programme, but during the year ended 31 August 2003 net debt reduced by £166 million.

There
were no acquisitions during the year ended 31 August 2003.

Mexican Excise Rebate

In September 2000, the Mexican Supreme Court ruled in favour of a complaint, brought by a number of spirits companies in Mexico challenging the excise
duty regime applicable to their Mexican operations during 1998 and 1999. The Mexican Supreme Court ruled that the excise tax, which only applied to large companies, was inequitable, and awarded
damages to certain plaintiffs, including Allied Domecq. The Mexican Supreme Court awarded compensation which, by agreement with the Mexican tax authorities in October 2001, has been principally
received by offset against current and future duties and taxes.

As
at 31 August 2003 the recovery was complete and a total of £298 million has been received (2003: £38 million, 2002:
£213 million, 2001: £47 million) and was subject to applicable corporation tax at 35%.

Pensions

In line with other companies, market and demographic dynamics over recent years have increased the cost of providing pensions. Allied Domecq has absorbed an
increased pension profit and loss charge of £48 million in the year ended 31 August 2003. During the year ended 31 August 2003, formal triennial valuations were
completed for the two United Kingdom funds, which represent approximately 80% of Allied Domecq's pension liabilities. Allied Domecq has agreed a plan with the pension fund trustees to address the
funding deficits disclosed in the valuation reports over the next twelve years. The plan requires cash contributions of approximately £45 million to be paid to the United Kingdom
funds in each of the next three years. The cost of providing pension and post-retirement healthcare benefits to eligible former employees is subject to changes in pension fund values and
changing demographics, and may have a significant adverse effect on Allied Domecq's financial results.

Changes in accounting policies

The Group has adopted FRS 17Retirement Benefits in full from 1 September 2003. In prior years, the Group has complied with the transitional
disclosure requirements of this standard. The adoption of FRS 17 has led to an increase in the reported trading profit of £16m for the year to 31 August 2003. In addition
there was an increase in finance charges of £20m for the year to 31 August 2003. The tax impact of these changes was a decrease of £1m for the year to 31
August 2003. The overall effect of adopting FRS 17 was a decrease in retained profits of £3m the year to 31 August 2003. The adoption of this standard has resulted in
a reduction of £552m in net assets at 31 August 2003.

The
Group has complied with UITF 38Accounting for ESOP trusts. This has resulted in the reclassification of shares held in employee trusts from investments to shareholders'
funds reducing net assets by £129m at 31 August 2003. There were no changes to the reported profits for the year to 31 August 2003. In addition the 2003 net cash
outflow arising from the purchase and disposal of shares by the trusts has been reclassified from "Capital expenditure and financial investment" to "Financing".

The
figures detailed above appear in the interim (unaudited) financial statements and have been reviewed by Allied Domecq's auditors.

55

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Exchange Rate Fluctuations

Allied Domecq conducts its operations in many countries and, accordingly, a substantial portion of its sales and production costs are denominated in currencies
other than Pounds Sterling. As a result, fluctuations between the Pound Sterling and other major currencies, including the US Dollar and the Euro, may affect its operating results.

During
the year ended 31 August 2003, the impact of foreign exchange movements on the translation of profits was adverse compared to the prior year, principally as a result of
the devaluation of the US Dollar and Mexican Peso during the fiscal year. This was partially offset by the strengthening of the Euro. Since 31 August 2003, the US Dollar
has continued to weaken substantially in comparison with Pounds Sterling and the Euro. Allied Domecq believes that these fluctuations in exchange rates have had and may continue to have a significant
adverse effect on its results of operations for the year ending 31 August 2004.

Allied
Domecq's balance sheet can be significantly affected by currency translation movements. Its policy is to match foreign currency debt in proportion to foreign currency earnings so
as to provide a hedge of part of the translation exposure. While Allied Domecq's currency debt is aggregated from currency borrowings and financial instruments in the form of forward contracts and
currency swaps, there can be no assurance that exchange rate fluctuations in the future will not have a significant positive or adverse effect on Allied Domecq's balance sheet.

Spanish wholesaler and Retailer Inventory Reductions

During the year ended 31 August 2003, the Spanish wholesalers and retailers changed their buying patterns which resulted in a reduction in their
inventories. These changes affected Allied Domecq's sales in Spain at a pre-tax cost of approximately £20 million during the year. The wholesalers' and retailers' buying
patterns began to recover during the second half of the year ended 31 August 2003.

Third-Party Ventures

On 15 February 2000, Allied Domecq purchased a 70% interest in two South Korean companies, Jinro Ballantines Company Limited and Jinro Ballantines Import
Company Limited, for £103 million. Jinro Limited, one of South Korea's largest spirits distributors, holds the remaining 30% interest. The first of these companies bottles and
distributes the acquired Imperial® whisky brand while the second company imports and distributes brands from Allied Domecq's international spirits portfolio.

Allied
Domecq has entered into a series of arrangements with Suntory Limited, one of Japan's leading producers and distributors of spirits. Allied Domecq has a 49.99%. interest in a
Japanese company, Suntory Allied Limited, which has the principal rights to distribute Allied Domecq's spirit products in Japan for a period up to and including 2029. Suntory Allied Limited is under
the management control of Suntory Limited. At the same time as establishing Suntory Allied Limited, Suntory Limited took a 2.5% share in Allied Domecq PLC (3.4% as at 29 February 2004).
Additionally, Allied Domecq PLC holds a 1% unlisted investment in Suntory Limited, incorporated in Japan.

The Business

ADSW

ADSW's business manufactures markets and sells a portfolio of premium branded spirits, which Impact International estimates included 12 of the top 100 premium
distilled spirit brands by volume in 2002, and a growing portfolio of premium branded wines. ADSW's business operates through a global distribution network in over 50 countries and generates
approximately 35% of its Trading Profit in North America and 22% in Europe. During the year ended 31 August 2003, turnover of ADSW's business was £3,058 million restated,
previously £3,151 million, and Trading Profit was £538 million restated, previously £522 million. Turnover and Trading Profit of ADSW's
business represented approximately 92% and 84% of the total turnover and Trading Profit, respectively, in that year (please see "Changes in accounting policies" on page 55).

QSR

The QSR business operates an international franchise business, which comprises over 11,300 distribution points. The QSR business is comprised of Dunkin' Donuts,
one of the world's leading coffee and baked goods chains; Baskin-Robbins, one of the world's leading ice cream franchises; and Togo's, a sandwich chain operating principally on the West coast of the
United States. During the year ended 31 August 2003, turnover of the QSR business was £259 million, principally related to franchise fees on retail

56

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sales
by its franchisees, and trading profit was £79 million. Turnover and Trading Profit of Allied Domecq's QSR business represented approximately 8% and 13% of Allied Domecq's
total turnover and Trading Profit, respectively, in that year.

Strategy

Spirits & Wine Strategy

The objective of the ADSW business is to create shareholder value through the profitable growth of the business. ADSW believes that it is building a strong
platform for sustainable future growth using a combination of focused investment in its core business to drive organic growth and through value-enhancing acquisitions.





57

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QSR strategy

The objective of the QSR business is to be a global leader in its industry, known for the quality of its brands, retail offerings and staff. A new QSR Chief
Executive Officer was appointed in January 2003 and the business was restructured. The new, leaner organisation is structured to be brand-focused to work more efficiently and create operational
synergies.

QSR's
key strategies include expanding the Dunkin' Donuts brand into additional US markets where it is under-represented. QSR intends to use a focused-market approach whereby it will
aim to reach targeted penetration levels in approximately three years time. New product offerings, such as the highly successful espresso, cappuccino and latte lines, and a concentrated public
relations effort in new markets, will support this effort. Similar to the opportunity for expansion in the United States, QSR believes continued expansion in select international markets will
contribute to its growth. Market relevance and speed to market will be driven by leveraging QSR's global supply chain for new product and equipment development.

QSR
is also focused on the development, implementation and support of tools, systems and processes that continuously improve upon execution at the shop level which it believes to be
paramount to enhancing guest satisfaction results for all its brands. QSR continually looks for better ways to communicate with, train and develop its people and its franchisees to better leverage
these operational standards to provide its customers with an enjoyable shop experience every time.

Board of Directors of Allied Domecq

|Name                                                     |  | Principal outside activities significant to the Group                                                                                                                                      
|-------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|G. J. Robinson (Non-Executive Chairman)                  |  | None.                                                                                                                                                                                      
|P. Bowman (Chief Executive)                              |  | Non-Executive Director of Burberry Group and a member of the UK Industrial Advisory Board of Alchemy Partners.                                                                             
|G. C. Hetherington (Chief Financial Officer)             |  | None.                                                                                                                                                                                      
|D. Scotland (President, Wines)                           |  | Non-Executive Director of Brixton and Photo-Me International.                                                                                                                              
|R. G. Turner (President, Global Operations, ADSW)        |  | None.                                                                                                                                                                                      
|P. N. Adams (Non-Executive Director)                     |  | Chief Executive of British American Tobacco.                                                                                                                                               
|B. F. J. Angelici (Non-Executive Director)               |  | Executive Vice-President, Europe, Japan, Asia Pacific and Latin America at Astra Zeneca.                                                                                                   
|D. H. Brydon (Senior Independent Non-Executive Director) |  | Chairman of Axa Investments Managers, Amersham and the London Metal Exchange and a Non-Executive Director of Scottish Power. Non-executive director and chairman designate of Smiths Group.
|J. F. Rishton (Non-Executive Director)                   |  | Chief Financial Officer of British Airways.                                                                                                                                                

The
business address of each of the above directors is The Pavilions, Bridgwater Road, Bedminster Down, Bristol BS13 8AR.

The
Secretary of Allied Domecq is L.A. Quaranto.

58

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GROUP CAPITALISATION AND INDEBTEDNESS

The share capital of Allied Domecq as at 31 August 2003 was:

|                                     |  | (£ millions)
|------------------------------------ |  | ------------
|Authorised                           |  |             
|1,600,000,000 ordinary shares of 25p |  | 400         
|                                     |  |             
|Issued, allotted and fully paid      |  |             
|1,106,570,314                        |  | 277         
|                                     |  |             

The
following table sets out the borrowings of the Group as at 31 August 2003 together with the Capital and Reserves of the Group as at 31 August 2003.

|                                          |           | (£ millions)
|----------------------------------------- | --------- | ------------
|Borrowings                                |           |             
|Bank overdrafts and short term borrowings |           |             
|                                          | Secured   |             
|                                          | Unsecured |             
|Loan Capital                              |           |             
|                                          | Secured   |             
|                                          | Unsecured |             
|                                          |           |             
|Total Borrowings                          |           | 2,587       
|                                          |           |             

The
analysis of the above borrowings by repayment date is as follows:

|                                    |  | (£ millions)
|----------------------------------- |  | ------------
|On demand or under one year         |  | 772         
|Over one year and under two years   |  |            
|Over two years and under five years |  | 711         
|Five years or more                  |  | 1,104       
|                                    |  |             
|                                    |  | 2,587       
|                                    |  |             

|                                         |  | (£ millions) |  
|---------------------------------------- |  | ------------ | -
|Capital and Reserves                     |  |              |  
|Called up share capital                  |  | 277          |  
|Share premium account and other reserves |  | (658         | )
|Profit and loss account                  |  | 1,299        |  
|Shareholders' Funds                      |  | 918          |  
|Minority interests                       |  | 76           |  
|                                         |  |              |  
|Total Capital and Reserves               |  | 994          |  
|                                         |  |              |  

59

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DESCRIPTION OF ALLIED DOMECQ FINANCIAL SERVICES PLC

History and Business

Allied Domecq Financial Services PLC ("Financial Services") is a wholly-owned indirect subsidiary of Allied Domecq PLC incorporated in England on 13
April 1992. Financial Services has an authorised share capital of £100,000 divided into ordinary shares of £1 each, of which £75,000 has been issued and is
fully paid at 31 August 2003.

The
principal activity of Financial Services is to act as a source of financing for its parent company, Allied Domecq PLC, and Allied Domecq PLC's operating subsidiaries, principally in
the form of bank borrowings and public debt issues. Financial Services has no subsidiaries.

The
registered office of Financial Services is located at The Pavilions, Bridgwater Road, Bedminster Down, Bristol BS13 8AR.

Board of Directors

The members of the Board of Directors of Financial Services, all of whom are Executive Directors, and their principal activities outside Financial Services which
are significant with respect to Financial Services are as follows:

|Name              |  | Principal outside activities significant to Financial Services
|----------------- |  | --------------------------------------------------------------
|G.C. Hetherington |  | Chief Financial Officer, Allied Domecq PLC                    
|P.J. Lyster       |  | Director of Treasury and Taxation, Allied Domecq PLC          
|H.P. Orme         |  | Group Financial Controller, Allied Domecq PLC                 
|R.K. Williams     |  | Group Treasurer, Allied Domecq PLC                            

The
business address of each of the above is located at The Pavilions, Bridgwater Road, Bedminster Down, Bristol BS13 8AR.

The
Secretary of Financial Services is C.B. Brown.

Capitalisation and Indebtedness

The following table sets out the capitalisation and borrowings of Financial Services as at 31 August 2003:

|                                          |  | (£ thousands) |  
|----------------------------------------- |  | ------------- | -
|Authorised                                |  |               |  
|100,000 ordinary shares of £1.00          |  | 100           |  
|Issued, allotted and fully paid           |  |               |  
|75,000                                    |  | 75            |  
|Capitalisation                            |  |               |  
|Issued share capital                      |  | 75            |  
|Share premium account                     |  | 218,452       |  
|Retained earnings                         |  | (41,301       | )
|                                          |  |               |  
|Shareholders' Funds                       |  | 177,226       |  
|                                          |  |               |  
|Borrowings                                |  |               |  
|Bank overdrafts and short term borrowings |  |              |  
|Loan Capital                              |  | 1,829,941     |  
|                                          |  |               |  
|                                          |  | 1,829,941     |  
|                                          |  |               |  

Notes:

60

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DESCRIPTION OF ALLIED DOMECQ (HOLDINGS) PLC

History and Business

Allied Domecq (Holdings) PLC ("AD Holdings") is a wholly-owned subsidiary of Allied Domecq PLC incorporated in England on 13 April 1961. AD Holdings has
an authorised share capital of £343 million divided into ordinary shares of 25p each, of which £275 million has been issued and is fully paid at 31 August
2003.

The
principal activity of AD Holdings is to act as a holding company, including the performance of central administration for the Group. It was formerly the parent company of the Group.
As a result, AD Holdings has a large number of subsidiaries.

The
registered office of AD Holdings is located at The Pavilions, Bridgwater Road, Bedminster Down, Bristol BS13 8AR.

Board of Directors

The members of the Board of Directors of AD Holdings, all of whom are Executive Directors, and their principal activities outside AD Holdings which are
significant with respect to AD Holdings are as follows:

|Name              |  | Principal outside activities significant to AD Holdings
|----------------- |  | -------------------------------------------------------
|P. Bowman         |  | Chief Executive, Allied Domecq PLC                     
|G.C. Hetherington |  | Chief Financial Officer, Allied Domecq PLC             
|D. Scotland       |  | Director, Allied Domecq PLC                            
|R.G. Turner       |  | Director, Allied Domecq PLC                            

The
business address of each of the above is located at The Pavilions, Bridgwater Road, Bedminster Down, Bristol BS13 8AR.

The
Secretary of AD Holdings is C.B. Brown.

Capitalisation and Indebtedness

The following table sets out the capitalisation and borrowings of AD Holdings as at 31 August 2003:

|                                          |  | (£ millions)
|----------------------------------------- |  | ------------
|Authorised                                |  |             
|1,372,000 ordinary shares of 25p          |  | 343         
|Issued, allotted and fully paid           |  |             
|1,100,000                                 |  | 275         
|Capitalisation                            |  |             
|Issued share capital                      |  | 275         
|Share premium account andother reserves   |  | 1,102       
|Retained earnings                         |  | 500         
|                                          |  |             
|Shareholders' Funds                       |  | 1,877       
|                                          |  |             
|Borrowings                                |  |             
|Bank overdrafts and short term borrowings |  | 429         
|Loan capital                              |  |            
|                                          |  |             
|                                          |  | 429         
|                                          |  |             

Notes:

61

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DESCRIPTION OF ALLIED DOMECQ NORTH AMERICA CORP.

History and Business

Allied Domecq North America Corp. ("AD North America") is a wholly owned indirect subsidiary of Allied Domecq PLC, incorporated with limited liability under the
laws of, and registered in, the state of Delaware on 30 March 1964 and whose common stock is owned by Hiram Walker-Gooderham & Worts Limited and whose preferred stock is owned by Allied
Domecq International Holdings B.V. AD North America controls the U.S. manufacturing, importing and distributing operations of the Spirits & Wine and Quick Service Restaurants divisions of the
Group.

AD
North America has an authorised share capital of 8 million shares divided into 6 million common stock of no par value and 2 million preferred stock of U.S.$1
each, of which 64,053 common stock and 736,193 preferred stock have been issued and fully paid up as at 31 August 2003.

AD
North America has its registered office located at Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware.

Board of Directors

The members of the Board of Directors of AD North America, all of whom are Executive Directors, and their principal activities outside AD North America which are
significant with respect to AD North America are as follows:

|Name              |  | Principal outside activities significant to AD North America                
|----------------- |  | ----------------------------------------------------------------------------
|G.C. Hetherington |  | Chief Financial Officer, Allied Domecq PLC                                  
|J. Clerkin        |  | President, Allied Domecq Spirits & Wine America, Inc.                       
|C. Constandis     |  | Senior Vice President, Commercial and Finance Treasurer, North America, ADSW
|H.V. Gorman       |  | Senior Vice President, General Counsel, North America, ADSW                 
|M. Kennedy        |  | Regional Tax Manager  North America, Allied Domecq PLC                     

The
business address of G.C. Hetherington is located at The Pavilions, Bridgwater Road, Bedminster Down, Bristol BS13 8AR.

The
business address for the remaining directors is located at 355 Riverside Avenue, Westport, Connecticut 06880, U.S.A.

Capitalisation and Indebtedness

The following table sets out the consolidated capitalisation and borrowings of AD North America as at 31 August 2003:

|                                               |  | ($ millions) |  
|---------------------------------------------- |  | ------------ | -
|Authorised                                     |  |              |  
|6,000,000 ordinary shares of no par value      |  |             |  
|Issued, allotted and fully paid                |  |              |  
|64,053                                         |  | 102          |  
|Capitalisation                                 |  |              |  
|Issued share capital                           |  | 102          |  
|Shareholders' deficit and comprehensive income |  | (234         | )
|Shareholders' Funds                            |  | (132         | )
|Borrowings                                     |  |              |  
|Bank overdrafts and short term borrowings      |  | 164          |  
|Loan capital                                   |  |             |  
|                                               |  |              |  
|                                               |  | 164          |  
|                                               |  |              |  

62

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63

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DESCRIPTION OF LIF B.V.

History and Business

Lif B.V. ("Lif") is a wholly-owned indirect subsidiary of Allied Domecq PLC incorporated with limited liability and registered in The Netherlands on 31
December 1975. Lif has an authorised share capital of €2,724,000 divided into ordinary shares of €454 each, of which €544,800 has been issued and
is fully paid at 31 August 2003.

The
principal activity of Lif is to act as a source of financing for the Group, whether through accessing bank borrowings (under the guarantee of Allied Domecq PLC), public debt issues
or otherwise. Lif has no subsidiaries.

Lif
has its statutory seat at Breda, The Netherlands, and its business office address is Florijnstraat 1, 4879 AH Etten-Leur, The Netherlands.

Board of Managing Directors

The Managing Directors of Lif, and their principal activities outside Lif which are significant with respect to Lif are as follows:

|Name             |  | Principal outside activities significant to Lif                                                    
|---------------- |  | ---------------------------------------------------------------------------------------------------
|G.L.L. Goesten   |  | Managing Director of Allied Domecq Spirits and Wine (Benelux) B.V.                                 
|P.R. Van Heel    |  | International Tax Manager for Allied Domecq International Holdings B.V.                            
|A.H.C.M. Leijten |  | Managing Director of Interspirits B.V., a division of Allied Domecq Spirits and Wine (Benelux) B.V.

Capitalisation and Indebtedness

The following table sets out the capitalisation and borrowings of Lif as at 31 August 2003:

|                                          |  | (€ million)
|----------------------------------------- |  | -----------
|Authorised                                |  |            
|6,000 ordinary shares of €454             |  | 3          
|Issued, allotted and fully paid           |  |            
|1,200                                     |  | 1          
|Capitalisation                            |  |            
|Issued share capital                      |  | 1          
|Retained earnings                         |  | 3          
|                                          |  |            
|Shareholders' Funds                       |  | 4          
|                                          |  |            
|Borrowings                                |  |            
|Bank overdrafts and short term borrowings |  |           
|Loan Capital                              |  |           
|                                          |  |            
|                                          |  |           
|                                          |  |            

64

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BOOK-ENTRY CLEARANCE SYSTEMS

The information set out below is subject to any change in or reinterpretation of the rules, regulations and procedures of DTC, Euroclear
or Clearstream, Luxembourg (together, the "Clearing Systems") currently in effect. The information in this section concerning the Clearing Systems has been obtained from sources that the Obligors
believe to be reliable, but none of the Obligors nor any Dealer takes any responsibility for the accuracy thereof. Investors wishing to use the facilities of any of the Clearing Systems are advised to
confirm the continued applicability of the rules, regulations and procedures of the relevant Clearing System. None of the Obligors nor any other party to the Agency Agreement will have any
responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the Notes held through the facilities of any Clearing System or
for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Book-entry System

Registered Notes sold to QIBs in reliance on Rule 144A under the Securities Act, whether as part of the initial distribution of the Notes or in the
secondary market, are eligible to be held in book-entry form in DTC. DTC has advised AD North America, Lif and Allied Domecq that it is a limited purpose trust company organised under the
New York Banking Law, a "banking organisation" within the meaning of the New York Banking Law, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing
agency" registered pursuant to Section 17A of the Exchange Act. DTC holds securities that its participants ("Participants") deposit with DTC. DTC also facilitates the settlement among
Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerised book-entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other
organisations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities
Dealers, Inc. Access to the DTC System is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with
a Direct Participant, either directly or indirectly ("Indirect Participants").

Under
the rules, regulations and procedures creating and affecting DTC and its operations (the "Rules"), DTC makes book-entry transfers of Registered Notes among Direct
Participants on whose behalf it acts with respect to Notes accepted into DTC's
book-entry settlement system ("DTC Notes") as described below and receives and transmits distributions of principal and interest on DTC Notes.

Direct
Participants and Indirect Participants with which beneficial owners of DTC Notes ("Owners") have accounts with respect to the DTC Notes similarly are required to make
book-entry transfers and receive and transmit such payments on behalf of their respective Owners. Accordingly, although Owners who hold DTC Notes through Direct Participants or Indirect
Participants will not possess Registered Notes, the Rules, by virtue of the requirements described above, provide a mechanism by which Direct Participants will receive payments and will be able to
transfer their interest in respect of the DTC Notes.

Purchases
of DTC Notes under the DTC system must be made by or through Direct Participants, which will receive a credit for the DTC Notes on DTC's records. The ownership interest of
each actual purchaser of each DTC Note ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participant's records. Beneficial Owners will not receive written confirmation from DTC
of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or
Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the DTC Notes are to be accomplished by entries made on the books of
Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in DTC Notes, except in the event that use of the
book-entry system for the DTC Notes is discontinued.

To
facilitate subsequent transfers, all DTC Notes deposited by Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. The deposit of DTC Notes
with DTC and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the DTC Notes; DTC's records reflect
only the identity of the Direct Participants to whose accounts such DTC Notes are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account
of their holdings on behalf of their customers.

65

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Conveyance
of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Redemption
notices shall be sent to Cede & Co. If less than all of the DTC Notes within an issue are being redeemed, DTC's practice is to determine by lot the amount of the
interest of each Direct Participant in such issue to be redeemed.

Neither
DTC nor Cede & Co. will consent or vote with respect to DTC Notes. Under its usual procedures, DTC mails an Omnibus Proxy to Lif as the relevant Issuer as soon as
possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the DTC Notes are credited on the record date
(identified in a listing attached to the Omnibus Proxy).

Principal
and interest payments on the DTC Notes will be made to DTC. DTC's practice is to credit Direct Participants' accounts on the due date for payment in accordance with their
respective holdings shown on DTC's records unless DTC has reason to believe that it will not receive payment on the due date. Payments by Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name", and will be the responsibility of such
Participant and not of DTC, AD North America or Lif, as the case may be, as the relevant Issuer or Allied Domecq, subject to any statutory or regulatory requirements as may be in effect from time to
time. Payment of principal and interest to DTC is the responsibility of AD North America or Lif, as the case may be, as the relevant Issuer, disbursement of such payments to Direct Participants is the
responsibility of DTC, and disbursement of such payments to the Beneficial Owners is the responsibility of Direct and Indirect Participants.

Under
certain circumstances, including if there is an Event of Default under the Notes, DTC will exchange the DTC Notes for definitive Registered Notes, which it will distribute to its
Participants in accordance with their proportionate entitlements and which, if representing interests in a Rule 144A Global Note, will be legended as set forth under
"Subscription and Sale and Transfer and Selling Restrictions".

Since
DTC may only act on behalf of Direct Participants, who in turn act on behalf of Indirect Participants, any Owner desiring to pledge DTC Notes to persons or entities that do not
participate in DTC, or otherwise take actions with respect to such DTC Notes, will be required to withdraw its Registered Notes from DTC as described below.

Book-entry Ownership of Notes represented by a Registered Global Note

AD North America or Lif, as the case may be, as the relevant Issuer will apply to DTC in order to have each Tranche of Notes represented by Registered Global
Notes accepted in DTC's book-entry settlement system. Upon the issue of any Registered Global Notes, DTC or its custodian will credit, on its internal book-entry system, the
respective nominal amounts of the individual beneficial interests represented by such Registered Global Notes to the accounts of persons who have accounts with DTC. Such accounts initially will be
designated by or on behalf of the relevant Dealer. Ownership of beneficial interests in a Registered Global Note will be limited to Direct Participants or Indirect Participants, including the
respective depositaries of Euroclear and Clearstream, Luxembourg. Ownership of beneficial interests in a Registered Global Note will be shown on, and the transfer of such ownership will be effected
only through, records maintained by DTC or its nominee (with respect to the interests of Direct Participants) and the records of Direct Participants (with respect to interests of Indirect
Participants).

The
custodian with whom a Registered Global Note is deposited (the "Custodian") and DTC will electronically record the nominal amount of Notes represented by a Registered Global Note
held within the DTC system. Prior to the expiration of the Distribution Compliance Period applicable to each Tranche of Notes, investors may hold Regulation S Notes represented by a Registered
Global Note only through Clearstream, Luxembourg or Euroclear. Thereafter, investors may hold such Notes through Direct Participants and Indirect Participants. Clearstream, Luxembourg and Euroclear
will hold Notes represented by a Registered Global Note on behalf of their respective accountholders through customers' securities accounts in the name of their respective depositaries, which in turn
will hold such interests in the Registered Global Note in customers' securities accounts in the depositaries' names, as shown in the records of DTC. Investors may hold Notes represented by a
Rule 144A Global Note through Direct Participants and Indirect Participants.

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Payments
in U.S. dollars of principal and interest in respect of a Registered Global Note registered in the name of DTC's nominee will be made to the order of such nominee as the
registered holder of such Note. In the case of any payment in a currency other than U.S. dollars, payment will be made to the Exchange Agent on behalf of DTC's nominee and the Exchange Agent will (in
accordance with instructions received by it) remit all or a portion of such payment for credit directly to the beneficial holders of interests in the Registered Global Notes in the currency in which
such payment was made and/or cause all or a portion of such payment to be converted into U.S. dollars and credited to the applicable Participants' account.

DTC
customarily credits accounts of Direct Participants on the applicable payment date in accordance with their respective holdings as shown in the records of DTC unless DTC has reason
to believe that it will not receive payment on such payment date. Payments by Participants to beneficial owners of Notes are customarily governed by standing instructions and customary practices, as
is the case with securities held for the accounts of customers, and will be the responsibility of such Participant and not the responsibility of DTC, the Principal Paying Agent, the Registrar, AD
North America or Lif, as the case may be, as the relevant Issuer, or Allied Domecq. Payments of principal, premium, if any, and interest, if any, on Notes to DTC are the responsibility of AD North
America or Lif, as the case may be, as the relevant Issuer.

Application
will be made to Euroclear and Clearstream, Luxembourg on behalf of AD North America or Lif, as the case may be, as the relevant Issuer in order to have Tranches of Notes
represented by Registered Global Notes accepted in their respective book-entry settlement systems.

Transfers of Notes Represented by Registered Global Notes

Transfers of any interests in Notes represented by a Registered Global Note will be effected in accordance with the customary rules and operating procedures of
DTC, Euroclear and Clearstream, Luxembourg, as the case may be. The laws in some States within the United States require that certain persons take physical delivery of securities in definitive form.
Consequently, the ability to transfer Notes represented by a Registered Global Note to such persons may depend upon the ability to exchange such Notes for Notes in definitive form. Similarly, because
DTC can only act on behalf of Direct Participants in the DTC system who in turn act on behalf of Indirect Participants, the ability of a person having an interest in Notes represented by a Registered
Global Note to pledge such Notes to persons or entities that do not participate in the DTC system or to otherwise take action in respect of such
Notes may depend upon the ability to exchange such Notes for Notes in definitive form. The ability of any holder of Notes represented by a Registered Global Note to resell, pledge or otherwise
transfer such Notes may be impaired if the proposed transferee of such Notes is not eligible to hold such Notes through a direct or indirect participant in the DTC system.

Secondary Trading, Same-Day Settlement and Payment

All payments made by any Obligor with respect to Registered Notes registered in the name of Cede & Co., as nominee of DTC, will be passed through to DTC in
same-day funds. In relation to any secondary market trading, since the purchaser determines the place of delivery, it is important to establish at the time of the trade where both the
purchaser's and the seller's accounts are located to ensure that settlement can be made on the desired value date.

Trading Within Same Clearing System

Trading within DTC

If neither the seller nor the purchaser of Notes represented by a Registered Global Note holds or will receive, as the case may be, such Notes through a
participant in the DTC system acting on behalf of Euroclear or Clearstream, Luxembourg, the trade will settle in same-day funds and in accordance with the rules, regulations and procedures
of DTC.

Trading within Euroclear or Clearstream, Luxembourg

Transfers between accountholders in Euroclear and Clearstream, Luxembourg will be effected in accordance with their respective rules and customary operating
procedures.

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Trading between Clearing Systems

Trading between a Euroclear or Clearstream, Luxembourg seller and a DTC purchaser

Due
to time zone differences in their favour, Euroclear and Clearstream, Luxembourg accountholders may employ customary procedures for transactions in which Notes represented by a
Registered Global Note are to be transferred by Euroclear or Clearstream, Luxembourg to a participant in the DTC system. The seller will send instructions to Euroclear or Clearstream, Luxembourg
through a Euroclear or Clearstream, Luxembourg accountholder at least one business day prior to settlement. In these cases, Euroclear or Clearstream, Luxembourg will instruct its respective depositary
to deliver interests in a Registered Global Note to a participant's account against payment. Payment will include interest (if any) accrued on such Notes from (and including) the immediately preceding
date for the payment of interest to (and excluding) the settlement date. Such payment will then be reflected in the account of the Euroclear or Clearstream, Luxembourg accountholder the following
business day, and receipt of cash proceeds in the Euroclear or Clearstream, Luxembourg accountholders' account will be back-valued to the value date (which would be the preceding business
day on which settlement occurred in New York). Should the Euroclear or Clearstream, Luxembourg accountholder have a line of credit for its account, the back-valuation will extinguish any
overdraft charges incurred during such one-day period. If settlement is not completed on the intended value date (i.e. the trade fails), receipt of cash proceeds in the Euroclear or
Clearstream, Luxembourg accountholder's account would be valued instead as of the actual settlement date.

Trading between a DTC seller and a Euroclear or Clearstream, Luxembourg purchaser

When interests in a Registered Global Note are to be transferred from the account of a participant to the account of a Euroclear or Clearstream, Luxembourg
accountholder, the purchaser will send instructions to Euroclear or Clearstream, Luxembourg through a Euroclear or Clearstream, Luxembourg accountholder, as the case may be, at least one business day
prior to settlement. Euroclear or Clearstream, Luxembourg, as the case may be, will instruct its respective depositary to receive such Notes against payment. Payment will include interest (if any)
accrued on such interests in the Notes from (and including) the immediately preceding date for the payment of interest to (and excluding) the settlement date. Payment will then be made by the
depositary to the participant's account against delivery of the interests in such Notes. After settlement has been completed, the interests in such Notes will be credited to and by Euroclear or
Clearstream, Luxembourg, as the case may be, in accordance with their respective customary procedures, to the appropriate accountholder's account. Such Notes will be credited the next day (European
time), and the cash debit will be backvalued to, and any interest on such Notes will accrue from (and including) the value date (which would be the preceding day on which settlement occurred in New
York). If settlement is not completed on the intended value date (i.e. the trade fails), the Euroclear or Clearstream, Luxembourg cash debit will instead be valued as of the actual settlement date.

Day
traders that use Euroclear or Clearstream, Luxembourg to purchase interests in a Regulation S Global Note from participants for delivery to Euroclear or Clearstream,
Luxembourg accountholders should note that these trades will automatically fail on the sale side unless affirmative action is taken. At least three techniques should be readily available to eliminate
this potential problem:



Euroclear
or Clearstream, Luxembourg accountholders will need to make available to Euroclear or Clearstream, Luxembourg, as the case may be, the funds necessary to process
same-day funds settlement. The most direct means of doing so is to pre-position funds for settlement, either from cash on-hand or existing lines of credit, as
Euroclear or Clearstream, Luxembourg participants would for any settlement occurring within the Euroclear or Clearstream, Luxembourg system. Under this approach, Euroclear or Clearstream, Luxembourg
participants may take on credit exposure to Euroclear or Clearstream, Luxembourg, as the case may be, until the Notes are credited to their accounts one day later.

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Alternatively,
if Euroclear or Clearstream, Luxembourg has extended a line of credit to a Euroclear or Clearstream, Luxembourg accountholder, as the case may be, such accountholder may
elect not to preposition funds and allow such credit line to be drawn upon to finance settlement. Under this procedure, Euroclear or Clearstream, Luxembourg accountholders purchasing interests in a
Registered Global Note held in the DTC system would incur overdraft charges for one day, assuming that they have cleared such overdraft when such interests have been credited to their accounts.
However, any interest on such Notes would accrue from the value date. In many cases, the investment income on the Notes held in the DTC system earned during such one-day period may
substantially reduce or offset the amount of such overdraft charges.

Since
settlement takes place during New York business hours, participants can employ their customary procedures for transferring Notes represented by a Registered Global Note to
respective depositaries of Euroclear or Clearstream, Luxembourg for the benefit of Euroclear or Clearstream, Luxembourg accountholders. The sale proceeds will be available to the DTC seller on the
settlement date. To the participants, a cross-market transaction will settle no differently from a trade between participants.

Secondary
trading in long-term notes and debentures of corporate issuers is generally settled using clearing-house or next-day funds. In contrast, Notes
represented by a Registered Global Note held through direct or indirect participants will trade through DTC's Same-Day Funds Settlement System until the earliest to occur of the maturity
date or the redemption date, and secondary market trading activity in such Notes will therefore settle in
immediately available funds. No assurance can be given as to the effect, if any, of settlements in immediately available funds on trading activities in respect of such Notes.

Although
DTC, Clearstream, Luxembourg and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of beneficial interests in Registered Global Notes among
participants and accountholders of DTC, Clearstream, Luxembourg and Euroclear, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued
at any time. None of the Obligors, the Agents or any Dealer will be responsible for any performance by DTC, Clearstream, Luxembourg or Euroclear or their respective direct or indirect participants or
accountholders of their respective obligations under the rules and procedures governing their operations and none of them will have any liability for any aspect of the records relating to or payments
made on account of beneficial interests in the Notes represented by Registered Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial interests.

While
Registered Global Notes are lodged with DTC or its custodian, Notes evidenced by certificates in definitive form will not be eligible for clearing or settlement through the DTC,
Clearstream, Luxembourg or Euroclear system.

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TAXATION

1.      U.K. Taxation

The comments below are of a general nature and are based on the Issuers' understanding of current law and Inland Revenue practice in the
United Kingdom relating to the deduction of tax from interest. The comments relate to the position of persons (other than the Dealers) who are the absolute beneficial owners of the Notes and interest
thereon but are not exhaustive and may not apply to certain classes of person. Prospective Noteholders who may be subject to tax in a jurisdiction other than the United Kingdom or who have any doubt
as to their tax position should seek their own professional advice.

Withholding Tax

(a)     Notes issued by Allied Domecq, Financial Services or AD Holdings



(b)     Notes issued by AD North America or Lif

Reporting Requirements

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2.      Netherlands Taxation

The following is intended as general information only and it does not purport to present any comprehensive or complete picture of all
aspects of Netherlands tax laws which could be of relevance to a holder of a Note (hereinafter referred to as the "Noteholder"). Prospective Holders should therefore consult their tax adviser
regarding the tax consequences of any purchase, ownership or disposal of Notes.

Lif B.V. has been advised that under existing Netherlands tax law, subject to any change in law, possibly with retrospective effect, the following treatment will
apply to the Notes, provided that the Notes (i) will not carry interest or any other payment which is wholly or partially contingent or deemed contingent on the profits or on the distribution
of profits of Lif B.V., or a related party, or if the Notes will carry such interest or other payment, the Notes have a fixed term that does not exceed 10 years, and (ii) will not carry
interest or any other payment which becomes only due dependent on the profits, or on a distribution of profits by Lif B.V., or a related party; or if the Notes will carry such interest or other
payment the Notes are not subordinated or the Notes have a fixed term that does not exceed 50 years.

Withholding tax

All payments under the Notes can be made free of withholding or deduction for or on account of any taxes of whatsoever nature imposed, levied, withheld or
assessed by the Netherlands or any political subdivision or taxing authority thereof or therein.

Income tax

A Noteholder will not be subject to any Netherlands taxation on income or capital gains in respect of any payment under the Notes or in respect of any gain on
the disposal or deemed disposal or redemption of a Note, provided that:



Generally,
a Noteholder will have a substantial interest in Lif B.V. if he, or his partner (partner) holds, alone or together, whether directly or indirectly, the ownership of, or
certain other rights over, shares representing five per cent. or more of the total issued and outstanding capital (or the issued and outstanding capital of any class of shares) of Lif B.V., or rights
to directly or indirectly acquire shares, whether or not already issued, that represent at any time (and from time to time) five per cent. or more of the total issued and outstanding capital (or the
issued and outstanding capital of any class of shares) of Lif B.V. or the ownership of certain profit participating certificates that relate to five per cent. or more of the annual profit of Lif B.V.
and/or to five per cent or more of the liquidation proceeds of Lif B.V. A substantial interest is also present if a Noteholder of Notes does not, but his, or his partner's children (including foster
children), certain other relatives or certain persons sharing his household do have a substantial interest, or a deemed substantial interest, in Lif B.V. A deemed substantial interest is present if a
substantial interest has been disposed of on a non-recognition basis.

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Gift, estate or inheritance tax

Netherlands gift, estate or inheritance taxes will not be levied on the occasion of the acquisition of a Note by way of gift by, or on the death of, a Noteholder
unless:



Capital tax

There is no Netherlands capital tax payable in respect of or in connection with the execution, delivery and enforcement by legal proceedings (including any
foreign judgement in the courts of the Netherlands) of the Notes or the performance by Lif B.V. of its obligations under the Notes, other than
capital tax that may be due by Lif B.V. on capital contributions made or deemed made to Lif B.V. under the Guarantee.

VAT

There is no Netherlands value added or turnover tax payable in respect of the payment by the Noteholder in consideration for the issue of the Notes, in respect
of any payment by Lif B.V. of interest or principal under the Notes, or the transfer of the Notes or by the Guarantor under the Guarantee.

Other taxes and duties

There is no Netherlands registration tax, stamp duty or any other similar tax or duty payable in the Netherlands in respect of or in connection with the
execution, delivery and enforcement by legal proceedings (including any foreign judgement in the courts of the Netherlands) of the Notes or the performance by Lif B.V. or the Guarantor of their
obligations under the Notes or under the Guarantee.

Subject
to the exceptions of the "Income tax" section above, a Noteholder will not become resident, or deemed resident in the Netherlands, or become subject to taxation in the
Netherlands by reason only of the holding of a Note or the execution, delivery and/or enforcement of the Notes or performance by Lif B.V. or the Guarantor of their obligations thereunder or under the
Notes or under the Guarantee, respectively.

3.      EU Tax Directive

EU Savings Directive

On 3rd June, 2003, the European Council of Economics and Finance Ministers adopted a Directive on the taxation of savings income under which Member States will
be required, if a number of important conditions are met and from a date not earlier than 1st January, 2005, to provide to the tax authorities of another Member State details of payments of interest
(or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State, except that, for a transitional period, Belgium, Luxembourg and Austria will instead
be required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of
certain other agreements relating to information exchange with certain other countries).

4.      United States Taxation

U.S. holders

The following is a summary of certain material U.S. federal income tax consequences of the acquisition, ownership and disposition of
Notes by a U.S. Holder (as defined below). This summary does not address the material U.S. federal income tax consequences of every type of Note which may be issued under the Programme, and the
relevant Pricing Supplement will contain additional or modified disclosure concerning the material U.S. federal income tax consequences relevant to such type of Note as appropriate. This summary deals
only with purchasers of Notes that are U.S. Holders and that will hold the Notes as capital assets. The discussion does not cover all aspects of U.S. federal

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income taxation that may be relevant to, or the actual tax effect that any of the matters described herein will have on, the acquisition, ownership or disposition of Notes by particular investors, and
does not address state, local, foreign or other tax laws. In particular, this summary does not address tax considerations applicable to investors that own (directly or indirectly) 10 per cent. or more
of the voting stock of the relevant Issuer, nor does this summary discuss all of the tax considerations that may be relevant to certain types of investors subject to special treatment under the U.S.
federal income tax laws (such as banks, insurance companies, investors liable for the alternative minimum tax, individual retirement accounts and other tax-deferred accounts,
tax-exempt organisations, dealers in securities or currencies, investors that will hold the Notes as part of straddles, hedging transactions or conversion transactions for U.S. federal
income tax purposes or investors whose functional currency is not the U.S. dollar). Moreover, the summary deals only with Notes with a term of 30 years or less. The U.S. federal income tax
consequences of owning Notes with a longer term will be discussed in the applicable Pricing Supplement.

As used herein, the term "U.S. Holder" means a beneficial owner of Notes that is (i) a citizen or resident of the United States
for U.S. federal income tax purposes, (ii) a corporation, or other entity treated as a corporation, created or organised under the laws of the United States or any state thereof (including the
District of Columbia), (iii) an estate the income of which is subject to U.S. federal income tax without regard to its source or (iv) a trust if a court within the United States is able
to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust.

The summary is based on the tax laws of the United States including the Internal Revenue Code of 1986, as amended, its legislative
history, existing and proposed regulations thereunder, published rulings and court decisions, all as currently in effect and all subject to change at any time, possibly with retroactive effect.

Payments of Interest

General

Interest on a Note, whether payable in U.S. dollars or a currency, composite currency or basket of currencies other than U.S. dollars (a "foreign currency"),
other than interest on a "Discount Note" that is not "qualified stated interest" (each as defined below under "Original Issue Discount  General"), will be taxable to a U.S. Holder
as ordinary income at the time it is received or accrued, depending on the holder's method of accounting for tax purposes. Interest paid by an Issuer other than AD North America on the Notes and OID,
if any, accrued with respect to the Notes (as described below under "Original Issue Discount") generally will constitute income from sources outside the United States. Prospective purchasers should
consult their tax advisers concerning the applicability of the source of income rules to income attributable to the Notes.

Foreign Currency Denominated Interest

If an interest payment is denominated in, or determined by reference to, a foreign currency, the amount of income recognised by a cash basis U.S. Holder will be
the U.S. dollar value of the interest payment, based on the exchange rate in effect on the date of receipt, regardless of whether the payment is in fact converted into U.S. dollars.

An
accrual basis U.S. Holder may determine the amount of income recognised with respect to an interest payment denominated in, or determined by reference to, a foreign currency in
accordance with either of two methods. Under the first method, the amount of income accrued will be based on the average exchange rate in effect during the interest accrual period (or, with respect to
an accrual period that spans two taxable years of a U.S. Holder, the part of the period within the taxable year).

Under
the second method, the U.S. Holder may elect to determine the amount of income accrued on the basis of the exchange rate in effect on the last day of the accrual period or, in the
case of an accrual period that spans two taxable years, the exchange rate in effect on the last day of the part of the period within the taxable year. Additionally, if a payment of interest is
actually received within five business days of the last day of the accrual period or taxable year, an electing accrual basis U.S. Holder may instead translate the accrued interest into U.S. dollars at
the exchange rate in effect on the day of actual receipt. Any such election will apply to all debt instruments held by the U.S. Holder at the beginning of the first taxable year to which the election
applies or thereafter acquired by the U.S. Holder, and will be irrevocable without the consent of the Internal Revenue Service (the "IRS").

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Upon
receipt of the interest payment (including a payment attributable to accrued but unpaid interest upon the sale or retirement of a Note) denominated in, or determined by reference
to, a foreign currency, the U.S. Holder will recognise ordinary income or loss measured by the difference between the exchange rate used to accrue interest income pursuant to one of the two above
methods and the exchange rate in effect on the date of receipt, regardless of whether the payment is in fact converted into U.S. dollars.

Original Issue Discount

General

The following is a summary of the principal U.S. federal income tax consequences of the ownership of Notes issued with original issue discount ("OID"). The
following summary does not discuss Notes that are characterised as contingent payment debt instruments for U.S. federal income tax purposes. In the event an Issuer issues contingent payment debt
instruments the applicable Pricing Supplement will describe the material U.S. federal income tax consequences thereof.

A
Note, other than a Note with a term of one year or less (a "Short-Term Note") will be treated as issued with OID (a "Discount Note") if the excess of the Note's "stated
redemption price at maturity" over its issue price is more than ade minimisamount (0.25 per cent. of the Note's stated redemption price at maturity
multiplied by the number of complete years to its maturity). An obligation that provides for the payment of amounts other than qualified stated interest before maturity (an "instalment obligation")
will be treated as a Discount Note if the excess of the Note's stated redemption price at maturity over its issue price is greater than 0.25 per cent. of the Note's stated redemption price at maturity
multiplied by the weighted average maturity of the Note. A Note's weighted average maturity is the sum of the following amounts determined for each payment on a Note (other than a payment of qualified
stated interest): (i) the number of complete years from the issue date until the payment is made multiplied by (ii) a fraction, the numerator of which is the amount of the payment and
the denominator of which is the Note's stated redemption price at maturity. Generally, the issue price of a Note will be the first price at which a substantial amount of Notes included in the issue of
which the Note is a part is sold to persons other than bond houses, brokers, or similar persons or organisations acting in the capacity of underwriters, placement agents, or wholesalers. The stated
redemption price at maturity of a Note is the total of all payments provided by the Note that are not payments of "qualified stated interest." A qualified stated interest payment is generally any one
of a series of stated interest payments on a Note that are unconditionally payable at least annually at a single fixed rate (with certain exceptions for lower rates paid during some periods), or a
variable rate (in the circumstances described below under "Variable Interest Rate Notes"), applied to the outstanding principal amount of the Note. Solely for the purposes of determining whether a
Note has OID, an Issuer will be deemed to exercise any call option that has the effect of decreasing the yield on the Note, and a U.S. Holder will be deemed to exercise any put option that has the
effect of increasing the yield on the Note.

U.S.
Holders of Discount Notes must include OID in income calculated on a constant-yield method before the receipt of cash attributable to the income, and generally will have to include
in income increasingly greater amounts of OID over the life of the Discount Notes. The amount of OID includible in income by a U.S. Holder of a Discount Note is the sum of the daily portions of OID
with respect to the Discount Note for each day during the taxable year or portion of the taxable year on which the U.S.
Holder holds the Discount Note ("accrued OID"). The daily portion is determined by allocating to each day in any "accrual period" apro rataportion of
the OID allocable to that accrual period. Accrual periods with respect to a Note may be of any length selected by the U.S. Holder and may vary in length over the term of the Note as long as
(i) no accrual period is longer than one year and (ii) each scheduled payment of interest or principal on the Note occurs on either the final or first day of an accrual period. The
amount of OID allocable to an accrual period equals the excess of (a) the product of the Discount Note's adjusted issue price at the beginning of the accrual period and the Discount Note's
yield to maturity (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period) over (b) the sum of the payments of
qualified stated interest on the Note allocable to the accrual period. The "adjusted issue price" of a Discount Note at the beginning of any accrual period is the issue price of the Note increased by
(x) the amount of accrued OID for each prior accrual period and decreased by (y) the amount of any payments previously made on the Note that were not qualified stated interest payments.

Acquisition Premium

A U.S. Holder that purchases a Discount Note for an amount less than or equal to the sum of all amounts payable on the Note after the purchase date, other than
payments of qualified stated interest, but in excess of its adjusted issue price (any such excess being "acquisition premium") and that does not make

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the
election described below under "Election to Treat All Interest as Original Issue Discount", is permitted to reduce the daily portions of OID by a fraction, the numerator of which is the excess of
the U.S. Holder's adjusted basis in the Note immediately after its purchase over the Note's adjusted issue price, and the denominator of which is the excess of the sum of all amounts payable on the
Note after the purchase date, other than payments of qualified stated interest, over the Note's adjusted issue price.

Market Discount

A Note, other than a Short-Term Note, generally will be treated as purchased at a market discount (a "Market Discount Note") if the Note's stated
redemption price at maturity or, in the case of a Discount Note, the Note's "revised issue price", exceeds the amount for which the U.S. Holder purchased the Note by at least 0.25 per cent. of the
Note's stated redemption price at maturity or revised issue price, respectively, multiplied by the number of complete years to the Note's maturity (or, in the case of a Note that is an instalment
obligation, the Note's weighted average maturity). If this excess is not sufficient to cause the Note to be a Market Discount Note, then the excess constitutes "de
minimismarket discount". For this purpose, the "revised issue price" of a Note generally equals its issue price, increased by the amount of any OID that has accrued on the
Note and decreased by the amount of any payments previously made on the Note that were not qualified stated interest payments.

Under
current law, any gain recognised on the maturity or disposition of a Market Discount Note (including any payment on a Note that is not qualified stated interest) will be treated
as ordinary income to the extent that the gain does not exceed the accrued market discount on the Note. Alternatively, a U.S. Holder of a Market Discount Note may elect to include market discount in
income
currently over the life of the Note. This election shall apply to all debt instruments with market discount acquired by the electing U.S. Holder on or after the first day of the first taxable year to
which the election applies. This election may not be revoked without the consent of the IRS. A U.S. Holder of a Market Discount Note that does not elect to include market discount in income currently
will generally be required to defer deductions for interest on borrowings incurred to purchase or carry a Market Discount Note that is in excess of the interest and OID on the Note includible in the
U.S. Holder's income, to the extent that this excess interest expense does not exceed the portion of the market discount allocable to the days on which the Market Discount Note was held by the U.S.
Holder.

Under
current law, market discount will accrue on a straight-line basis unless the U.S. Holder elects to accrue the market discount on a constant-yield method. This election
applies only to the Note with respect to which it is made and is irrevocable.

Election to Treat All Interest as Original Issue Discount

A U.S. Holder may elect to include in gross income all interest that accrues on a Note using the constant-yield method described above under "Original Issue
Discount  General," with certain modifications. For purposes of this election, interest includes stated interest, OID,de minimisOID, market discount,de minimismarket discount and unstated interest, as adjusted by any amortisable bond premium (described below under "Notes
Purchased at a Premium") or acquisition premium. This election will generally apply only to the Note with respect to which it is made and may not be revoked without the consent of the IRS. If the
election to apply the constant-yield method to all interest on a Note is made with respect to a Market Discount Note, the electing U.S. Holder will be treated as having made the election discussed
above under "Market Discount" to include market discount in income currently over the life of all debt instruments with market discount held or thereafter acquired by the U.S. Holder. U.S. Holders
should consult their tax advisers concerning the propriety and consequences of this election.

Variable Interest Rate Notes

Notes that provide for interest at variable rates ("Variable Interest Rate Notes") generally will bear interest at a "qualified floating rate" and thus will be
treated as "variable rate debt instruments" under Treasury regulations governing accrual of OID. A Variable Interest Rate Note will qualify as a "variable rate debt instrument" if (a) its issue
price does not exceed the total non-contingent principal payments due under the Variable Interest Rate Note by more than a specifiedde
minimisamount and (b) it provides for stated interest, paid or compounded at least annually, at (i) one or more qualified floating rates, (ii) a single
fixed rate and one or more qualified floating rates, (iii) a single objective rate, or (iv) a single fixed rate and a single objective rate that is a qualified inverse floating rate.

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A
"qualified floating rate" is any variable rate where variations in the value of the rate can reasonably be expected to measure contemporaneous variations in the cost of newly borrowed
funds in the currency in which the Variable Interest Rate Note is denominated. A fixed multiple of a qualified floating
rate will constitute a qualified floating rate only if the multiple is greater than 0.65 but not more than 1.35. A variable rate equal to the product of a qualified floating rate and a fixed multiple
that is greater than 0.65 but not more than 1.35, increased or decreased by a fixed rate, will also constitute a qualified floating rate. In addition, two or more qualified floating rates that can
reasonably be expected to have approximately the same values throughout the term of the Variable Interest Rate Note (e.g., two or more qualified floating rates with values within 25 basis points of
each other as determined on the Variable Interest Rate Note's issue date) will be treated as a single qualified floating rate. Notwithstanding the foregoing, a variable rate that would otherwise
constitute a qualified floating rate but which is subject to one or more restrictions such as a maximum numerical limitation (i.e., a cap) or a minimum numerical limitation (i.e., a floor) may, under
certain circumstances, fail to be treated as a qualified floating rate unless the cap or floor is fixed throughout the term of the Note.

An
"objective rate" is a rate that is not itself a qualified floating rate but which is determined using a single fixed formula and which is based on objective financial or economic
information (e.g., one or more qualified floating rates or the yield of actively traded personal property). Other variable interest rates may be treated as objective rates if so designated by the IRS
in the future. Despite the foregoing, a variable rate of interest on a Variable Interest Rate Note will not constitute an objective rate if it is reasonably expected that the average value of the rate
during the first half of the Variable Interest Rate Note's term will be either significantly less than or significantly greater than the average value of the rate during the final half of the Variable
Interest Rate Note's term. A "qualified inverse floating rate" is any objective rate where the rate is equal to a fixed rate minus a qualified floating rate, as long as variations in the rate can
reasonably be expected to inversely reflect contemporaneous variations in the qualified floating rate. If a Variable Interest Rate Note provides for stated interest at a fixed rate for an initial
period of one year or less followed by a variable rate that is either a qualified floating rate or an objective rate for a subsequent period and if the variable rate on the Variable Interest Rate
Note's issue date is intended to approximate the fixed rate (e.g., the value of the variable rate on the issue date does not differ from the value of the fixed rate by more than 25 basis
points), then the fixed rate and the variable rate together will constitute either a single qualified floating rate or objective rate, as the case may be.

A
qualified floating rate or objective rate in effect at any time during the term of the instrument must be set at a "current value" of that rate. A "current value" of a rate is the
value of the rate on any day that is no earlier than three months prior to the first day on which that value is in effect and no later than one year following that first day.

If
a Variable Interest Rate Note that provides for stated interest at either a single qualified floating rate or a single objective rate throughout the term thereof qualifies as a
"variable rate debt instrument", then any stated interest on the Note which is unconditionally payable in cash or property (other than debt instruments of the Issuer) at least annually will constitute
qualified stated interest and will be taxed accordingly. Thus, a Variable Interest Rate Note that provides for stated interest at either a single qualified floating rate or a single objective rate
throughout the term thereof and that qualifies as a "variable rate debt instrument" will generally not be treated as having been issued with OID unless the Variable Interest Rate Note is issued at a
"true" discount (i.e., at a price below the Note's stated principal amount) in excess of a specifiedde minimisamount. OID on a Variable Interest Rate
Note arising from "true" discount is allocated to an accrual period using the constant yield method described above by assuming that the variable rate is a fixed rate equal to (i) in the case
of a qualified floating rate or qualified inverse floating rate, the value, as of the issue date, of the qualified floating rate or qualified inverse floating rate, or (ii) in the case of an
objective rate (other than a qualified inverse floating rate), a fixed rate that reflects the yield that is reasonably expected for the Variable Interest Rate Note.

In
general, any other Variable Interest Rate Note that qualifies as a "variable rate debt instrument" will be converted into an "equivalent" fixed rate debt instrument for purposes of
determining the amount and accrual of OID and qualified stated interest on the Variable Interest Rate Note. Such a Variable Interest Rate Note must be converted into an "equivalent" fixed rate debt
instrument by substituting any qualified floating rate or qualified inverse floating rate provided for under the terms of the Variable Interest Rate Note with a fixed rate equal to the value of the
qualified floating rate or qualified inverse floating rate, as the case may be, as of the Variable Interest Rate Note's issue date. Any objective rate (other than a qualified inverse floating rate)
provided for under the terms of the Variable Interest Rate Note is converted into a fixed rate that reflects the yield that is reasonably expected for the Variable Interest Rate Note. In the case of a
Variable Interest

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Rate
Note that qualifies as a "variable rate debt instrument" and provides for stated interest at a fixed rate in addition to either one or more qualified floating rates or a qualified inverse
floating rate, the fixed rate is initially converted into a qualified floating rate (or a qualified inverse floating rate, if the Variable Interest Rate Note provides for a qualified inverse floating
rate). Under these circumstances, the qualified floating rate or qualified inverse floating rate that replaces the fixed rate must be such that the fair market value of the Variable Interest Rate Note
as of the Variable Interest Rate Note's issue date is approximately the same as the fair market value of an otherwise identical debt instrument that provides for either the qualified floating rate or
qualified inverse floating rate rather than the fixed rate. Subsequent to converting the fixed rate into either a qualified floating rate or a qualified inverse floating rate, the Variable Interest
Rate Note is converted into an "equivalent" fixed rate debt instrument in the manner described above.

Once
the Variable Interest Rate Note is converted into an "equivalent" fixed rate debt instrument pursuant to the foregoing rules, the amount of OID and qualified stated interest, if
any, are determined for the "equivalent" fixed rate debt instrument by applying the general OID rules to the "equivalent" fixed rate debt instrument and a U.S. Holder of the Variable Interest Rate
Note will account for the OID and qualified stated interest as if the U.S. Holder held the "equivalent" fixed rate debt instrument. In each accrual period, appropriate adjustments will be made to the
amount of qualified stated interest or OID assumed to have been accrued or paid with respect to the "equivalent" fixed rate debt instrument in the event that these amounts differ from the actual
amount of interest accrued or paid on the Variable Interest Rate Note during the accrual period.

If
a Variable Interest Rate Note, such as a Note the payments on which are determined by reference to an index, does not qualify as a "variable rate debt instrument", then the Variable
Interest Rate Note will be treated as a contingent payment debt obligation. The proper U.S. federal income tax treatment of Variable Interest Rate Notes that are treated as contingent payment debt
obligations will be more fully described in the applicable Pricing Supplement.

Short-Term Notes

In general, an individual or other cash basis U.S. Holder of a Short-Term Note is not required to accrue OID (as specially defined below for the
purposes of this paragraph) for U.S. federal income tax purposes unless it elects to do so (but may be required to include any stated interest in income as the interest is received). Accrual basis
U.S. Holders and certain other U.S. Holders are required to accrue OID on Short-Term Notes on a straight-line basis or, if the U.S. Holder so elects, under the constant-yield
method (based on daily compounding). In the case of a U.S. Holder not required and not electing to include OID in income currently, any gain realised on the sale or retirement of the
Short-Term Note will be ordinary income to the extent of the
OID accrued on a straight-line basis (unless an election is made to accrue the OID under the constant-yield method) through the date of sale or retirement. U.S. Holders who are not
required and do not elect to accrue OID on Short-Term Notes will be required to defer deductions for interest on borrowings allocable to Short-Term Notes in an amount not
exceeding the deferred income until the deferred income is realised.

For
purposes of determining the amount of OID subject to these rules, all interest payments on a Short-Term Note are included in the Short-Term Note's stated
redemption price at maturity. A U.S. Holder may elect to determine OID on a Short-Term Note as if the Short-Term Note had been originally issued to the U.S. Holder at the U.S.
Holder's purchase price for the Short-Term Note. This election shall apply to all obligations with a maturity of one year or less acquired by the U.S. Holder on or after the first day of
the first taxable year to which the election applies, and may not be revoked without the consent of the IRS.

Foreign Currency Notes

OID for any accrual period on a Discount Note that is denominated in, or determined by reference to, a foreign currency will be determined in the foreign
currency and then translated into U.S. dollars in the same manner as stated interest accrued by an accrual basis U.S. Holder, as described above under "Payments of Interest". Upon receipt of an amount
attributable to OID (whether in connection with a payment of interest or the sale or retirement of a Note), a U.S. Holder may recognise exchange gain or loss, which will be ordinary gain or loss
measured by the difference between the amount received (translated into U.S. dollars at the exchange rate on the date of receipt) and the amount previously accrued, regardless of whether the payment
is in fact converted into U.S. dollars.

Market
Discount on a Note that is denominated in, or determined by reference to, a foreign currency will be accrued by a U.S. Holder in the foreign currency. If the U.S. Holder elects
to include market discount

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in
income currently, the accrued market discount will be translated into U.S. dollars at the average exchange rate for the accrual period (or portion thereof within the U.S. Holder's taxable year).
Upon the receipt of an amount attributable to accrued market discount, the U.S. Holder will recognise ordinary gain or loss measured in the same manner as for accrued qualified stated interest or OID.
A U.S. Holder that does not make this election will recognise, upon the disposition or maturity of the Note, the U.S. dollar value of the amount accrued, calculated at the exchange rate in effect on
that date, and no part of this accrued market discount will be treated as exchange gain or loss.

Notes Purchased at a Premium

A U.S. Holder that purchases a Note for an amount in excess of its principal amount, or for a Discount Note, its stated redemption price at maturity, may elect
to treat the excess as "amortisable bond premium", in which case the amount required to be included in the U.S. Holder's income each year with respect to interest on the Note will be reduced by the
amount of amortisable bond premium allocable (based on the Note's yield to maturity) to that year. In the case of a Note that is denominated
in, or determined by reference to, a foreign currency, bond premium will be computed in units of foreign currency, and amortisable bond premium will reduce interest income in units of the foreign
currency. At the time amortised bond premium offsets interest income, exchange gain or loss (taxable as ordinary income or loss) will be realised measured by the difference between exchange rates at
that time and at the time of the acquisition of the Notes. Any election to amortise bond premium shall apply to all bonds (other than bonds the interest on which is excludable from gross income for
U.S. federal income tax purposes) held by the U.S. Holder at the beginning of the first taxable year to which the election applies or thereafter acquired by the U.S. Holder, and is irrevocable without
the consent of the IRS. See also "Original Issue Discount  Election to Treat All Interest as Original Issue Discount".

Purchase, Sale and Retirement of Notes

A U.S. Holder's tax basis in a Note will generally be its U.S. dollar cost (as defined below) increased by the amount of any OID or market discount included in
the U.S. Holder's income with respect to the Note and the amount, if any, of income attributable tode minimisOID andde
minimismarket discount included in the U.S. Holder's income with respect to the Note, and reduced by (i) the amount of any payments that are not qualified stated
interest payments, and (ii) the amount of any amortisable bond premium applied to reduce interest on the Note. The U.S. dollar cost of a Note purchased with a foreign currency will generally be
the U.S. dollar value of the purchase price on the date of purchase or, in the case of Notes traded on an established securities market, as defined in the applicable Treasury Regulations, that are
purchased by a cash basis U.S. Holder (or an accrual basis U.S. Holder that so elects), on the settlement date for the purchase.

A
U.S. Holder will generally recognise gain or loss on the sale or retirement of a Note equal to the difference between the amount realised on the sale or retirement and the tax basis
of the Note. The amount realised on a sale or retirement for an amount in foreign currency will be the U.S. dollar value of this amount on the date of sale or retirement or, in the case of Notes
traded on an established securities market, as defined in the applicable Treasury Regulations, sold by a cash basis U.S. Holder (or an accrual basis U.S. Holder that so elects), on the settlement date
for the sale. Such an election by an accrual basis U.S. Holder must be applied consistently from year to year and cannot be revoked without the consent of the IRS. A holder of a Bearer Note who is a
U.S. person will be subject to the following special rules unless an exemption applies: If a Bearer Note is paid, sold or otherwise disposed of in a transaction that results in a taxable gain or loss
for U.S. federal income tax purposes, the gain will be treated as ordinary income and not as capital gain, and no deduction will be allowed in respect of the loss. With respect to Registered Notes,
except to the extent described above under "Original Issue Discount  Market Discount" or "Original Issue Discount  Short Term Notes" or attributable to accrued
but unpaid interest or changes in exchange rates, gain or loss recognised on the sale or retirement of a Note will be capital gain or loss and will be long-term capital gain or loss if the
U.S. Holder's holding period in the Notes exceeds one year. For a non-corporate U.S. Holder, the maximum long-term capital gains rate is 20 per cent., which is further
reduced to 18 per cent. if the Notes have been held for more than five years.

Gain
or loss recognised by a U.S. Holder on the sale or retirement of a Note that is attributable to changes in exchange rates will be treated as ordinary income or loss. However,
exchange gain or loss is taken into account only to the extent of total gain or loss realised on the transaction. Gain or loss realised by a U.S. Holder on the sale or retirement of a Note generally
will be U.S. source.

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Exchange of Amounts in other than U.S. Dollars

Foreign currency received as interest on a Note or on the sale or retirement of a Note will have a tax basis equal to its U.S. dollar value at the time the
interest is received or at the time of the sale or retirement. Foreign currency that is purchased will generally have a tax basis equal to the U.S. dollar value of the foreign currency on the date of
purchase. Any gain or loss recognised on a sale or other disposition of a foreign currency (including its use to purchase Notes or an exchange for U.S. dollars) will be ordinary income or loss.

Backup Withholding and Information Reporting

In general, payments of interest and accrued OID on, and the proceeds of a sale, redemption or other disposition of, the Notes, payable to a U.S. Holder by a
U.S. paying agent or other U.S. intermediary will be reported to the IRS and to the U.S. Holder as may be required under applicable regulations. Backup withholding may apply to these payments and to
accruals of OID if the U.S. Holder fails to provide an accurate taxpayer identification number or certification of exempt status or fails to report all interest and dividends required to be shown on
its U.S. federal income tax returns. Certain U.S. Holders (including, among others, corporations) are not subject to backup withholding. U.S. Holders should consult their tax advisers as to their
qualification for exemption from backup withholding and the procedure for obtaining an exemption.

Non-U.S. Holders

The summary of U.S. federal income tax considerations set out below applies only to Notes issued by AD North America.

Subject
to the discussion of backup withholding in the following section:



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For
purposes of this discussion, "United States Alien" means any corporation, partnership, individual or estate or trust that, for U.S. federal income tax purposes, is (i) a
foreign corporation, (ii) a foreign partnership all of whose partners are United States Aliens, (iii) a non-resident alien individual or (iv) a foreign estate or trust
all of whose beneficiaries are United States Aliens.

Backup Withholding and Information Reporting

Unless AD North America or the paying agent has actual knowledge or reason to know that the holder or beneficial owner, as the case may be, is a U.S. person (as
defined in the Internal Revenue Code of 1986, as amended (the "Code")), payments of principal, OID, and interest on Registered Notes made to a United States Alien will not be subject to backup
withholding, provided the United States Alien provides the payor with an IRS Form W-8, but interest and OID paid on Registered Notes with a maturity of more than 183 days
will be reported to the IRS as required under applicable regulations.

Payments
of principal, OID and interest on Bearer Notes made outside the United States to a United States Alien by a non-U.S. payor will not be subject to information
reporting and backup withholding.

In
addition, except as provided in the following sentence, if principal, OID or interest payments made with respect to Bearer Notes are collected outside the United States on behalf of
a beneficial owner of a Bearer Note by a foreign office of a custodian, nominee or other agent who is not a U.S. Controlled Person, (as defined below), the custodian, nominee or other agent will not
be required to apply backup withholding to these payments when remitted to the beneficial owner and will not be subject to information reporting. However, if the custodian, nominee or other agent is a
U.S. Controlled Person, payments collected by its United States or foreign office may be subject to information reporting and backup withholding unless the custodian, nominee or other agent has in its
records documentary evidence that the beneficial owner is not a U.S. person or is otherwise exempt from information reporting, and it has no actual knowledge or reason to know that any of the
information or certifications associated with this documentation is incorrect.

Payments
on the sale, exchange or other disposition of a Bearer Note made to or through a foreign office of a broker will generally not be subject to information reporting or backup
withholding. However, if the broker is a U.S. Controlled Person, payments on the sale, exchange or other disposition of the Bearer Note made to or through a United States or foreign office of the
broker will be subject to information reporting unless the beneficial owner has furnished the broker with documentation upon which the broker can rely to treat the payment as made to a beneficial
owner that is a foreign person, and the broker has no actual knowledge or reason to know that any of the information or certifications associated with this documentation is incorrect.

For
purposes of this discussion, a "U.S. Controlled Person" means (i) a U.S. person (as defined in the Code), (ii) a controlled foreign corporation for U.S. federal income
tax purposes, (iii) a foreign person 50 per cent. or more of whose gross income was effectively connected with the conduct of a United States trade or business for a specified
three-year period, or (iv) a foreign partnership, if at any time during its tax year, one or more of its partners are U.S. persons who, in the aggregate, hold more than 50 per cent.
of the partnership's income or capital interest or if, at any time during its tax year, it is engaged in the conduct of a trade or business in the United States.

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Any
amounts withheld under the backup withholding rules may be allowed as a credit against the holder's U.S. federal income tax liability, and may entitle the holder to a refund,
provided that the required information is furnished to the IRS.

Holders
should consult their tax advisors regarding the application of information reporting and backup withholding to their particular situations, the availability of an exemption
therefrom, and the procedure for obtaining an exemption, if available.

THE SUMMARY OF U.S. FEDERAL INCOME AND ESTATE TAX SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY. ALL PROSPECTIVE PURCHASERS ARE URGED TO CONSULT THEIR
OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF OWNING NOTES OR COUPONS, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND POSSIBLE CHANGES IN
TAX LAW.

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SUBSCRIPTION AND SALE AND TRANSFER AND SELLING RESTRICTIONS

The Dealers have in an amended and restated programme agreement (such programme agreement as amended and/or supplemented and/or restated from time to time, the
"Programme Agreement") dated 29 April 2004 agreed with the Issuers a basis upon which they or any of them may from time to time agree to purchase
Notes. Any such agreement will extend to those matters stated under "Form of the Notes" and "Terms and Conditions of the
Notes". In the Programme Agreement, the Issuers have agreed to reimburse the Dealers for certain of their expenses in connection with the establishment and any future update of
the Programme and the issue of Notes under the Programme and to indemnify the Dealers against certain liabilities incurred by them in connection therewith.

In
order to facilitate the offering of any Tranche of the Notes, certain persons participating in the offering of the Tranche may engage in transactions that stabilise, maintain or
otherwise affect the market price of the relevant Notes during and after the offering of the Tranche. Specifically such persons may over-allot or create a short position in the Notes for
their own account by selling more Notes than have been sold to them by the relevant Issuer. Such persons may also elect to cover any such short position by purchasing Notes in the open market. In
addition, such persons may stabilise or maintain the price of the Notes by bidding for or purchasing Notes in the open market and may impose penalty bids, under which selling concessions allowed to
syndicate members or other broker-dealers participating in the offering of the Notes are reclaimed if Notes previously distributed in the offering are repurchased in connection with stabilisation
transactions or otherwise. The effect of these transactions may be to stabilise or maintain the market price of the Notes at a level above that which might otherwise prevail in the open market. The
imposition of a penalty bid may also affect the price of the Notes to the extent that it discourages resales thereof. No representation is made as to the magnitude or effect of any such stabilising or
other transactions. Such transactions, if commenced, may be discontinued at any time. Under U.K. laws and regulations stabilising activities may only be carried on by the Stabilising Manager named in
the applicable Pricing Supplement and only for a period of 30 days following the Issue Date of the relevant Tranche of Notes.

Transfer Restrictions

As a result of the following restrictions, purchasers of Notes in the United States are advised to consult legal counsel prior to making
any purchase, offer, sale, resale or other transfer of such Notes.

Each purchaser of Registered Notes or person wishing to transfer an interest from one Registered Global Note to another or from global to definitive form or vice
versa, will be required to acknowledge, represent and agree as follows (terms used in this paragraph that are defined in Rule 144A or in Regulation S are used herein as defined therein):



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Institutional
Accredited Investors who purchase Registered Notes in definitive form offered and sold in the United States in transactions not involving a public offering are required to
execute and deliver to the Registrar an IAI Investment Letter. Upon execution and delivery of an IAI Investment Letter by an Institutional Accredited Investor, Notes will be issued in definitive
registered form, see "Form of the Notes".

The
IAI Investment Letter will state, among other things, the following:



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No
sale of Legended Notes in the United States to any one purchaser will be for less than U.S.$100,000 (or its foreign currency equivalent) principal amount (or U.S.$500,000 in the case
of Legended Notes sold to Institutional Accredited Investors) and no Legended Note will be issued in connection with such a sale in smaller respective principal amounts. If the purchaser is a
non-bank fiduciary acting on behalf of others, each person for whom it is acting must purchase at least U.S.$100,000 (or its foreign currency equivalent) (or U.S.$500,000 in the case of
Legended Notes sold to Institutional Accredited Investors) of Registered Notes.

Selling Restrictions

United States

Neither the Notes nor any guarantee of the Notes have been, nor will they be, registered under the Securities Act and the Notes will not be offered or sold
within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in this
paragraph have the meanings given to them by Regulation S.

The
Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person,
except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986 and regulations thereunder.

In
connection with any Notes which are offered or sold outside the United States in reliance on an exemption from the registration requirements of the Securities Act provided under
Regulation S ("Regulation S Notes"), each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that except as
permitted by the Programme Agreement it will not offer, sell or, in the case of Bearer Notes, deliver such Regulation S Notes (i) as part of their distribution at any time or
(ii) otherwise until 40 days after the completion of the distribution, as determined and certified by the relevant Dealer or, in the case of an issue of Notes on a syndicated basis, the
relevant lead manager, of all Notes of the Tranche of which such Regulation S Notes are a part, within the United States or to, or for the account or benefit of, U.S. persons. Each Dealer has
further agreed, and each further Dealer appointed under the Programme will be required to agree, that it will send to each dealer to which it sells any Regulation S Notes (other than a sale
pursuant to Rule 144A) during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Regulation S Notes within the
United States or to, or for the account or benefit of, U.S. persons.

Dealers,
directly or through their respective U.S. broker dealer affiliates, may arrange for the resale of Notes to QIBs pursuant to Rule 144A and each such purchaser of Notes is
hereby notified that the Dealers may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A. The minimum aggregate principal amount of Notes
which may be purchased by a QIB pursuant to Rule 144A is U.S.$100,000 (or the approximate equivalent thereof in any applicable Specified Currency). To the extent that the relevant Issuer and
Allied Domecq are not subject to or do not comply with the

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reporting
requirements of Section 13 or 15(d) of the Exchange Act or the information furnishing requirements of Rule 12g3-2(b) thereunder, the relevant Issuer and Allied
Domecq have agreed to furnish to holders of Notes and to prospective purchasers designated by such holders, upon request, such information as may be required by Rule 144A(d)(4) under the
Securities Act, so long as the Notes are considered "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act. Institutional Accredited Investors which are not QIBs
will receive Notes in definitive form only.

Until
40 days after the commencement of the offering of any Series of Notes, an offer or sale of such Notes within the United States by any dealer (whether or not participating
in the offering) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with an available exemption from registration under the
Securities Act.

Each
issuance of Index Linked Notes or Dual Currency Notes shall be subject to such additional U.S. selling restrictions as the relevant Issuer and the relevant Dealer may agree as a
term of the issuance and purchase of such Notes, which additional selling restrictions shall be set out in the applicable Pricing Supplement.

United Kingdom

Each Dealer has represented, warranted and agreed and each further Dealer appointed under the Programme will be required to represent, warrant and agree that:



Japan

The Notes have not been and will not be registered under the Securities and Exchange Law of Japan (the "Securities and Exchange Law") and each Dealer has agreed
and each further Dealer appointed under the Programme will be required to agree that it will not offer or sell any Notes, directly or indirectly, in Japan or

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to,
or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to
others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in
compliance with, the Securities and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

France

Each of the Dealers and each Issuer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree
that, in connection with their initial distribution, it has not offered or sold and will not offer or sell, directly or indirectly, Notes to the public in the Republic of France, and has not
distributed or caused to be distributed and will not distribute or cause to be distributed to the public in the Republic of France, the Offering Circular or any other offering material relating to the
Notes, and that such offers, sales and distributions have been and shall only be made in the Republic of France to qualified investors (investisseurs
qualifiés) acting for their own account as defined in and in accordance with Article L.411-1 and L.411-2 of the Code Monétaire et Financier and Decree no 98-880 dated
1 October 1998.

Germany

In connection with the initial placement of any Notes in Germany, each Dealer has agreed and each further Dealer appointed under the Programme will be required
to agree that it will offer and sell such Notes (i) unless otherwise provided in the relevant subscription agreement or the applicable Pricing Supplement in the case of an issue made on a
syndicated basis, only for an aggregate purchase price per purchaser of at least €40,000 (or the equivalent in any other currency) or such other amount as may be stipulated from time
to time by applicable German law or (ii) as may otherwise be permitted in accordance with applicable German law.

The Netherlands

Notes will and may only be offered in the Netherlands or by Lif anywhere in the world, and such an offer will and may only be announced:



In
addition, Bearer Zero Coupon Notes and other Notes which qualify as savings certificates as defined in the Dutch Savings Certificates Act (Wet inzake
spaarbewijzen) may only be transferred or accepted through the mediation of either the relevant Issuer or a Member of Euronext Amsterdam N.V. with due observance of the Savings
Certificates Act (including registration requirements), provided that no mediation is required in respect of (i) the initial issue of those Notes to the first holders thereof, (ii) any
transfer or acceptance by individuals who do not act in the conduct of a profession or trade, and (iii) the

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transfer
or acceptance of those Notes, if they are physically issued outside the Netherlands and are not distributed in the Netherlands in the course of primary trading or immediately thereafter.

General

Each Dealer has agreed and each further Dealer appointed under the Programme will be required to agree that it will comply with all applicable securities laws
and regulations in force in any jurisdiction in which it purchases, offers, sells or delivers Notes or possesses or distributes this Offering Circular, any other offering material or any Pricing
Supplement and will obtain any consent, approval or permission required by it for the purchase, offer, sale or delivery by it of Notes under the laws and regulations in force in any jurisdiction to
which it is subject or in which it makes such purchases, offers, sales or deliveries and neither the Obligors nor any of the other Dealers shall have any responsibility therefor.

None
of the Obligors and none of the Dealers represents that Notes may at any time lawfully be sold in compliance with any applicable registration or other requirements in any
jurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility for facilitating such sale.

With
regard to each Tranche, the relevant Dealer will be required to comply with such other restrictions as the relevant Issuer and the relevant Dealer shall agree and as shall be set
out in the applicable Pricing Supplement.

These
selling restrictions may be modified by the agreement of the relevant Issuer and the Dealers following a change in a relevant law, regulation or directive. Any such modification
will be set out in the Pricing Supplement issued in respect of the issue of Notes to which it relates or in a supplement to this Offering Circular.

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GENERAL INFORMATION

Authorisation

The establishment and update of the Programme, the issue of Notes and the giving of the Guarantee have been duly authorised by resolutions of the Board of
Directors of Allied Domecq dated 19 October 1999 and 2 March 2001 and by resolutions of a Financing Committee of the Board of Directors of Allied Domecq dated 15 November 1999,
5 March 2001, 7 March 2002, 25 February 2003 and 23 April 2004 and such establishment and issue have been duly authorised by resolutions of the Board of Directors of
Financial Services dated 29 October 1999, 5 March 2001, 7 March 2002, 25 February 2003 and 26 April 2004, a resolution of the Board of Directors of
AD Holdings dated 5 March 2001, 7 March 2002, 25 February 2003 and 23 April 2004, a resolution of the Board of Directors of AD North America dated
2 March 2001, 6 March 2002, 24 February 2003 and 26 April 2004 and resolutions of the Board of Managing Directors of Lif dated 22 October 1999, 2 March 2001,
11 March 2002, 19 February 2003 and 26 April 2004.

Listing of Notes

The listing of Notes on the Official List will be expressed as a percentage of their nominal amount (excluding accrued interest). It is expected that each
Tranche of Notes which is to be admitted to the Official List and admitted to trading on the London Stock Exchange's market for listed securities will be admitted separately as and when issued,
subject only to the issue of a Global Note or Notes initially representing the Notes of such Tranche. The listing of the Programme in respect of Notes is expected to be granted on or around
29 April 2004.

Documents Available

So long as Notes are capable of being issued under the Programme, copies of the following documents will, when published, be available for inspection from the
registered office of each Obligor and from the specified office of the Paying Agent for the time being in London:



Clearing Systems

The Notes in bearer form have been accepted for clearance through Euroclear and Clearstream, Luxembourg. The appropriate Common Code and ISIN for each Tranche of
Bearer Notes allocated by Euroclear and Clearstream, Luxembourg will be specified in the applicable Pricing Supplement. In addition, the relevant Issuer may make an application for any Notes in
registered form to be accepted for trading in book-entry form by DTC. The CUSIP and/or CINS numbers for each Tranche of Registered Notes, together with the relevant ISIN and common code,
will be specified in the applicable Pricing Supplement. If the Notes are to clear through an additional or alternative clearing system (including Sicovam) the appropriate information will be specified
in the applicable Pricing Supplement.

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Significant or Material Change

Save as disclosed in this Offering Circular, there has been no significant change in the financial or trading position of the Obligors, their subsidiaries or the
Group since 29 February 2004 and there has been no material adverse change in the financial position or prospects of the Obligors, the Group or their subsidiaries since 31 August 2003.

Litigation

No Obligor and no other member of the Group or their subsidiaries is or has been involved in any legal or arbitration proceedings (including any proceedings
which are pending or threatened of which any Obligor is aware) which may have or have had in the 12 months preceding the date of this document a significant effect on the financial position of
any Obligor, the Group or their subsidiaries.

Auditors

The auditors of the Obligors are (i) in the case of Allied Domecq, KPMG Audit Plc, Chartered Accountants and Registered Auditor, who have audited its
accounts, without qualification, in accordance with generally accepted auditing standards in the United Kingdom for each of the three financial years ended 31 August 2003, 31 August 2002 and
31 August 2001; (ii) in the case of Financial Services, KPMG Audit Plc, Chartered Accountants and Registered Auditor, who have audited its accounts, without qualification, in accordance
with generally accepted auditing standards in the United Kingdom for each of the three financial years ended on 31 August 2003, 31 August 2002 and 31 August 2001; (iii) in
the case of AD Holdings, KPMG Audit Plc, Chartered Accountants and Registered Auditor, who have audited its accounts, without qualification, in accordance with generally accepted auditing standards in
the United Kingdom for each of the three financial years ended 31 August 2003, 31 August
2002 and 31 August 2001; (iv) in the case of AD North America, KPMG LLP, who have audited its consolidated accounts, without qualification, in accordance with generally accepted auditing
standards in the United States for each of the three financial years ended 31 August 2003, 31 August 2002 and 31 August 2001 and (v) in the case of Lif, KPMG Accountants
N.V., Registered Accountants, who have audited its accounts, without qualification, in accordance with generally accepted auditing standards in The Netherlands for each of the three financial years
ended on 31 August 2003, 31 August 2002 and 31 August 2001.

Trademarks

All brands referred to in this Offering Circular with a symbol  or ® are trademarks and are registered and/or otherwise protected
in accordance with applicable law.

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|ALLIED DOMECQ PLCThe Pavilions
Bridgwater Road
Bedminster Down
Bristol BS13 8AR                                             |  | ALLIED DOMECQ FINANCIAL SERVICES PLCThe Pavilions
Bridgwater Road
Bedminster Down
Bristol BS13 8AR                   
|--------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------
|ALLIED DOMECQ (HOLDINGS) PLCThe Pavilions
Bridgwater Road
Bedminster Down
Bristol BS13 8AR                                  |  | ALLIED DOMECQ NORTH AMERICA CORP.Corporation Trust Center
1209 Orange Street
Wilmington
County of New Castle
Delaware
|LIF B.V.Florijnstraat 1
4879 AH Etten-Leur
The Netherlands                                                                 
|TRUSTEE
The Law Debenture Trust Corporation p.l.c.Fifth Floor
100 Wood Street
London EC2V 7EX                              
|PRINCIPAL PAYING AGENT
Citibank, N.A.5 Carmelite Street
London EC4Y 0PA                                                    
|REGISTRAR, TRANSFER AGENT AND EXCHANGE AGENT
Citibank, N.A.5 Carmelite Street
London EC4Y 0PA                              
|PAYING AGENT AND TRANSFER AGENT
Dexia Banque Internationale à Luxembourg, société anonyme69, route d'Esch
L-2953 Luxembourg
|LEGAL ADVISERS                                                                                                             
|To the Obligors as to
English and United States federal law                                                                 |  | To the Obligors
as to Netherlands law                                                                                
|LinklatersOne Silk Street
London EC2Y 8HQ                                                                                   |  | De Brauw Blackstone Westbroek London B.V.2nd Floor, Triton Court
14 Finsbury Square
London EC2A 1BR                  
|To the Dealers and the Trustee
as to English and United States federal lawAllen & OveryOne New Change
London EC4M 9QQ      

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|AUDITORS                                                                                         
|-------------------------------------------------------------------------------------------------
|To Allied Domecq PLC,
Allied Domecq Financial Services PLC
and Allied Domecq (Holdings) PLC      
|KPMG Audit PlcChartered Accountants and Registered Auditor
8 Salisbury Square
London EC4Y 8BB    
|To Allied Domecq North America Corp.KPMG LLP618-3200 Deziel Dr.
Windsor, Ontario
Canada          
|DEALERS                                                                                          
|BNP Paribas10 Harewood Avenue
London NW1 6AA                                                     
|Goldman Sachs InternationalPeterborough Court
133 Fleet Street
London EC4A 2BB                   
|ING Bank N.V.Foppingadreef 7
1102 BD Amsterdam Zuid-Oost
The Netherlands                         
|The Royal Bank of Scotland plc135 Bishopsgate
London EC2M 3UR                                    
|AUTHORISED ADVISER
Goldman Sachs InternationalPeterborough Court
133 Fleet Street
London EC4A 2BB

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