EX-4.3






Exhibit 4.3




INDENTURE




between




THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND,

as Issuer,




and




The Bank of New York Mellon,

as Indenture Trustee, Registrar, Transfer Agent, Paying Agent and Calculation Agent




Dated as of [•], [•]




Undated Subordinated Notes




 









 





Reconciliation and tie between

Trust Indenture Act of 1939, as amended, and this Indenture




	 	 	 	 	 	 	 	 	 
	Trust Indenture Act Section	 	 	 	Indenture Section
	 	§310	(a)	 	
	 	 	7.11	 
	 		(b)	 	 
	 	 	7.12	 
	 	§311	(a)	 	 
	 	 	7.08	 
	 		(b)	 	 
	 	 	7.08	 
	 		(c)	 	 
	 	Not applicable
	 	§312	(a)	 	 
	 	 	3.10	 
	 		(b)	 	 
	 	 	3.10	 
	 		(c)	 	 
	 	 	3.10	 
	 	§313	(a)	 	 
	 	 	3.10	 
	 		(b)	 	 
	 	 	3.10	 
	 		(c)	 	 
	 	3.08, 3.10
	 		(d)	 	 
	 	 	3.10	 
	 	§314	(a)	 	 
	 	 	3.08	 
	 		(b)	 	 
	 	Not applicable
	 		(c)	 	 
	 	1.02, 3.08
	 		(d)	 	 
	 	Not applicable
	 		(e)	 	 
	 	 	1.03	 
	 		(f)	 	 
	 	No action required
	 	§315	(a)	 	 
	 	7.06, 7.10
	 		(b)	 	 
	 	 	7.05	 
	 		(c)	 	 
	 	 	7.01	 
	 		(d)	 	 
	 	 	7.01	 
	 		(e)	 	 
	 	 	5.14	 
	 	§316	(a)	 	 
	 	 	5.12	 
	 		(b)	 	 
	 	 	5.08	 
	 		(c)	 	 
	 	 	1.04	 
	 	§317	(a)	 	 
	 	5.03, 5.04
	 		(b)	 	 
	 	3.02, 7.09, 12.05





Note: This reconciliation and tie shall not, for any purpose, be deemed to be part of the
Indenture.



Attention should also be directed to Section 318(c) of the Trust Indenture Act, which provides that
certain provisions of Sections 310 to and including 317 are a part of and govern every qualified
indenture, whether or not physically contained herein.





 









 








Table of Contents




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	 
	 	 	 	 
	ARTICLE 1

	 
	Definitions and Other Provisions of General Application

	 	 	 	 	 
	 	 	 	 
	Section 1.01	 	Definitions
	 	 	1	 
	Section 1.02	 	Compliance Certificates and Opinions
	 	 	11	 
	Section 1.03	 	Form of Documents Delivered to Indenture Trustee
	 	 	11	 
	Section 1.04	 	Acts of Holders
	 	 	13	 
	Section 1.05	 	Notices
	 	 	15	 
	Section 1.06	 	Notice to Holders; Waiver
	 	 	16	 
	Section 1.07	 	Severability
	 	 	17	 
	Section 1.08	 	Successors and Assigns
	 	 	17	 
	Section 1.09	 	Benefits of Indenture
	 	 	17	 
	Section 1.10	 	Language of Notices
	 	 	17	 
	Section 1.11	 	Consent to Service
	 	 	17	 
	Section 1.12	 	Governing Law
	 	 	17	 
	Section 1.13	 	Waiver of Jury Trial
	 	 	18	 
	Section 1.14	 	Counterparts
	 	 	18	 
	Section 1.15	 	Third Party Beneficiaries
	 	 	19	 
	Section 1.16	 	Conflict with Trust Indenture Act
	 	 	19	 
	Section 1.17	 	Headings and Table of Contents
	 	 	19	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE 2

	 
	The Notes

	 	 	 	 	 
	 	 	 	 
	Section 2.01	 	Forms Generally
	 	 	19	 
	Section 2.02	 	Denominations; No Limitation on Aggregate Principal
Amount of Notes; Reopening of Series
	 	 	22	 
	Section 2.03	 	Listing
	 	 	25	 
	Section 2.04	 	Redemption for Tax Reasons; Optional Redemption; No
Sinking Fund
	 	 	25	 
	Section 2.05	 	Execution and Delivery of Notes
	 	 	28	 
	Section 2.06	 	Authentication and Delivery of Notes
	 	 	29	 
	Section 2.07	 	Registration
	 	 	32	 
	Section 2.08	 	Transfer
	 	 	32	 
	Section 2.09	 	Mutilated, Destroyed, Lost and Stolen Notes
	 	 	33	 
	Section 2.10	 	Payment of Interest; Rights to Interest Preserved
	 	 	34	 
	Section 2.11	 	Cancellation
	 	 	35	 
	Section 2.12	 	Persons Deemed Owners
	 	 	35	 
	Section 2.13	 	Temporary Notes
	 	 	35	 






i









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	 
	 	 	 	 
	ARTICLE 3

	 
	Covenants, Representations and Warranties

	 	 	 	 	 
	 	 	 	 
	Section 3.01	 	Payment of Principal and any Premium and Interest
	 	 	36	 
	Section 3.02	 	Agreements of the Paying Agent
	 	 	36	 
	Section 3.03	 	Maintenance of Office or Agency
	 	 	39	 
	Section 3.04	 	Duties of the Agents
	 	 	40	 
	Section 3.05	 	Duties of the Transfer Agent
	 	 	41	 
	Section 3.06	 	Duties of the Registrar
	 	 	42	 
	Section 3.07	 	Unclaimed Money
	 	 	43	 
	Section 3.08	 	Annual Statement as to Compliance
	 	 	44	 
	Section 3.09	 	Existence
	 	 	45	 
	Section 3.10	 	Reports; Financial Information; Notices of Defaults
	 	 	45	 
	Section 3.11	 	Payment of Taxes and Other Claims
	 	 	47	 
	Section 3.12	 	Withholding Tax and Payment of Additional Amounts
	 	 	47	 
	Section 3.13	 	Ancillary Documents
	 	 	49	 
	Section 3.14	 	Payment of Stamp Taxes
	 	 	49	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE 4

	 
	Satisfaction and Discharge; Subrogation

	 	 	 	 	 
	 	 	 	 
	Section 4.01	 	Satisfaction and Discharge of Indenture
	 	 	49	 
	Section 4.02	 	Application of Trust Money
	 	 	50	 
	Section 4.03	 	Repayment of Funds Held by Paying Agent
	 	 	51	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE 5

	 
	Defaults and Remedies

	 	 	 	 	 
	 	 	 	 
	Section 5.01	 	Events of Default
	 	 	51	 
	Section 5.02	 	Acceleration of Maturity Date; Winding-up;
Rescission and Annulment
	 	 	52	 
	Section 5.03	 	Collection of Indebtedness and Suits for Enforcement
	 	 	53	 
	Section 5.04	 	Indenture Trustee May File Proofs of Claim
	 	 	53	 
	Section 5.05	 	Indenture Trustee May Enforce Claims Without
Possession of Notes
	 	 	54	 
	Section 5.06	 	Application of Money Collected
	 	 	54	 
	Section 5.07	 	Certain Rights of Holders
	 	 	55	 
	Section 5.08	 	Unconditional Rights of Holders to Receive Payments
	 	 	55	 
	Section 5.09	 	Restoration of Rights and Remedies
	 	 	55	 
	Section 5.10	 	Rights and Remedies Cumulative
	 	 	56	 
	Section 5.11	 	Delay or Omission Not Waiver
	 	 	56	 






ii









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 
	Section 5.12	 	Control by Holders
	 	 	56	 
	Section 5.13	 	Waiver of Past Defaults
	 	 	56	 
	Section 5.14	 	Undertaking for Costs
	 	 	57	 
	Section 5.15	 	Waiver of Stay or Extension Laws
	 	 	57	 
	Section 5.16	 	Waiver of Immunity
	 	 	57	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE 6

	 
	Consolidation, Merger, Conveyance or Transfer

	 	 	 	 	 
	 	 	 	 
	Section 6.01	 	Consolidation, Merger, Conveyance or Transfer Only
on Certain Terms
	 	 	58	 
	Section 6.02	 	Successor Person Substituted
	 	 	58	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE 7

	 	 	 	 	 
	 	 	 	 
	The Indenture Trustee and Agents

	 	 	 	 	 
	 	 	 	 
	Section 7.01	 	Duties of Indenture Trustee and Agents
	 	 	59	 
	Section 7.02	 	No Liability to Invest
	 	 	60	 
	Section 7.03	 	Performance Upon Default
	 	 	60	 
	Section 7.04	 	No Assumption by Paying Agent, Transfer Agent,
Calculation Agent or Registrar
	 	 	60	 
	Section 7.05	 	Notice of Default
	 	 	61	 
	Section 7.06	 	Rights of Indenture Trustee
	 	 	61	 
	Section 7.07	 	Not Responsible for Recitals or Issuance of Notes
	 	 	63	 
	Section 7.08	 	Indenture Trustee May Hold Notes
	 	 	63	 
	Section 7.09	 	Money Held in Trust
	 	 	63	 
	Section 7.10	 	Compensation and Reimbursement
	 	 	64	 
	Section 7.11	 	Indenture Trustee Required Eligibility
	 	 	65	 
	Section 7.12	 	Resignation and Removal; Appointment of Successor
	 	 	65	 
	Section 7.13	 	Acceptance of Appointment by Successor
	 	 	67	 
	Section 7.14	 	Merger, Conversion, Consolidation or Succession to
the Business of the Indenture Trustee
	 	 	68	 
	Section 7.15	 	Appointment and Duties of the Calculation Agent
	 	 	68	 
	Section 7.16	 	Changes in Agents
	 	 	69	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE 8

	 
	Supplemental Indentures

	 	 	 	 	 
	 	 	 	 
	Section 8.01	 	Supplemental Indentures without Consent of Holders
	 	 	72	 
	Section 8.02	 	Supplemental Indenture with Consent of Holders
	 	 	73	 
	Section 8.03	 	Execution of Supplemental Indentures
	 	 	74	 






iii









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 
	Section 8.04	 	Effect of Supplemental Indenture
	 	 	74	 
	Section 8.05	 	Reference in Notes to Supplemental Indentures
	 	 	74	 
	Section 8.06	 	Conformity with Trust Indenture Act
	 	 	75	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE 9

	 
	Non-Recourse Provisions

	 	 	 	 	 
	 	 	 	 
	Section 9.01	 	Nonrecourse Enforcement
	 	 	75	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE 10

	 
	Meetings of Holders of Notes

	 	 	 	 	 
	 	 	 	 
	Section 10.01	 	Purposes for Which Meetings May Be Called
	 	 	75	 
	Section 10.02	 	Call, Notice and Place of Meetings
	 	 	76	 
	Section 10.03	 	Persons Entitled to Vote at Meetings
	 	 	76	 
	Section 10.04	 	Quorum; Action
	 	 	76	 
	Section 10.05	 	Determination of Voting Rights; Conduct and
Adjournment of Meetings
	 	 	78	 
	Section 10.06	 	Counting Votes and Recording Action of Meetings
	 	 	79	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE 11

	 
	Notes in Foreign Currencies

	 	 	 	 	 
	 	 	 	 
	Section 11.01	 	Notes in Foreign Currencies
	 	 	79	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE 12

	 
	SUBORDINATION OF NOTES

	 	 	 	 	 
	 	 	 	 
	Section 12.01	 	Undated Subordinated Debt Securities Subordinate to
Claims of Senior Creditors
	 	 	79	 
	Section 12.02	 	Provisions Solely to Define Relative Rights
	 	 	81	 
	Section 12.03	 	Indenture Trustee to Effectuate Subordination
	 	 	81	 
	Section 12.04	 	No Waiver of Subordination Provisions
	 	 	82	 
	Section 12.05	 	Notice to Indenture Trustee
	 	 	82	 
	Section 12.06	 	Reliance on Judicial Order or Certificate of
Liquidating Agent
	 	 	82	 
	Section 12.07	 	Indenture Trustee Not Fiduciary for Unsubordinated
Creditors
	 	 	83	 
	Section 12.08	 	Rights of Indenture Trustee as Unsubordinated
Creditor; Preservation of Indenture Trustee’s
Rights
	 	 	83	 






iv









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 
	Section 12.09	 	Article Applicable to Paying Agents
	 	 	83	 
	Section 12.10	 	Rights of the Company
	 	 	83	 
	 	 	 	 	 
	 	 	 	 
	Exhibit A Form of Global Note	 	 	A-1	 
	Exhibit B Form of Definitive Note	 	 	B-1	 







v











 





     THIS INDENTURE, dated as of [•], [•], is entered into between The Governor and Company of the
Bank of Ireland (the “Company”), as issuer, and The Bank of New York Mellon, as Indenture
Trustee, Registrar, Transfer Agent, Paying Agent and Calculation Agent (each as defined herein).



WITNESSETH:




     WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance of the Notes;



     WHEREAS, all things necessary to make this Indenture a valid and legally binding agreement of
the Company and the other parties to this Indenture, enforceable in accordance with its terms, have
been done, and the Company proposes to do all things necessary to make the Notes, when executed and
authenticated and delivered pursuant hereto, valid and legally binding obligations of the Company
as hereinafter provided; and



     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for
other good and valuable consideration, the sufficiency of which is hereby acknowledged, each party
hereby agrees as follows:



ARTICLE 1




Definitions and Other Provisions of General Application




     Section 1.01 Definitions. For all purposes of this Indenture, of all indentures
supplemental hereto and of all Notes issued hereunder or thereunder, except as otherwise expressly
provided or unless the context otherwise requires:




     (a) the terms defined in this Indenture have the meanings assigned to them in this
Article 1, and include the plural as well as the singular;




     (b) all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with IFRS;




     (c) the word “including” shall be construed to be followed by the words “without
limitation;”




     (d) Article and Section headings are for the convenience of the reader and shall not
be considered in interpreting this Indenture or the intent of the parties hereto;




     (e) the words “hereby,” “herein,” “hereof” and “hereunder” and other words of similar
import refer to this Indenture as a whole and not to any particular Article, Section,
Exhibit, Schedule or other subdivision; and



 









 






     (f) references herein to Articles, Sections, Exhibits and Schedules shall, unless
otherwise specified, refer respectively to Articles, Sections, Exhibits and Schedules of
this Indenture, unless otherwise expressly provided.



     “Act,” with respect to any Holder, has the meaning set forth in Section 1.04.



     “Additional Amounts” has the meaning specified in Section 3.12.



     “Affiliate” means, as applied to any Person, any other Person directly or indirectly
controlling, controlled by, or under direct or indirect common control with, that Person and, in
the case of an individual, any spouse or other member of that individual’s immediate family. For
the purposes of this definition, “control” (including with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”), as applied to any Person, means
the possession, directly or indirectly, of the power to direct or cause the direction of the
management and policies of that Person, whether through the ownership of voting securities or by
contract or otherwise.



     “Agent” means any of the Registrar, Transfer Agent, Paying Agent or Calculation Agent.



     “Arrears of Interest” has the meaning specified in Section 2.10(d).



     “Assets” has the meaning specified in Section 12.01(a).



     “Authorized Newspaper” means a newspaper, in an official language of the place of
publication or in the English language, customarily published on each day that is a Business Day in
the place of publication, whether or not published on days that are not Business Days in the place
of publication, and of general circulation in each place in connection with which the term is used
or in the financial community of each such place. Where successive publications are required to be
made in Authorized Newspapers, the successive publications may be made in the same or in different
newspapers in the same city meeting the foregoing requirements and, in each case, on any day that
is a Business Day in the place of publication.



     “Authorized Officer” means, the Company’s Governor, Chief Executive Officer, Chief
Financial Officer, Chief Executive of Capital Markets, Chief Executive of Global Markets or any
authorized officer, employee or agent of the Company specified in a notice to the Indenture
Trustee, with a copy to the Registrar, the Transfer Agent, the Paying Agent and the Calculation
Agent, as being an authorized officer of the Company.



     “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal
holiday nor a day on which commercial banks are authorized or required by law, regulation or
executive order to close in Ireland or in The City of New York; provided, however,
that, with respect to Foreign Currency Notes, the day must also not be a day on



2









 




which commercial banks are authorized or required by law, regulation or executive order to
close in the Principal Financial Center of the country issuing the Specified Currency;
provided, however, that, if the Specified Currency is the Euro or EURIBOR is an
applicable Interest Rate Basis (as defined in the Notes), the day must also be a TARGET Settlement
Day; provided, further, that, with respect to Notes as to which LIBOR is an
applicable Interest Rate Basis, the day must also be a London Banking Day.




     “Calculation Agent” means, in relation to each series of Notes, the institution
appointed as calculation agent for the purposes of such Notes and, if other than the Paying Agent,
the institution named as such in the applicable Note.



     “Certificate of Authentication” has the meaning specified in Section 2.06(d).



     “Clearing System” means DTC, Euroclear, Clearstream, Luxembourg or any other clearing
system specified in any Note.



     “Clearstream, Luxembourg” means Clearstream Banking S.A., and its successors.



     “Commission” means the Securities and Exchange Commission or any successor body
performing such duties of the Commission.



     “Companies Act 1963 of Ireland” means the Companies Act 1963 of Ireland, as amended,
as it may be amended or supplemented from time to time, and any successor statute thereto, and the
rules, regulations and published interpretations of the Minister for Enterprise, Trade and
Employment promulgated thereunder from time to time.



     “Company” means the Person named as the “Company” in the first paragraph of this
instrument until a successor Person shall have become such pursuant to the applicable provisions of
this Indenture, and thereafter “Company” shall mean such successor Person.



     “Company Order” means any request, order or confirmation of the Company signed by an
Authorized Officer.



     “Compulsory Interest Payment Date” means any Interest Payment Date in relation to
which a dividend or other distribution has been declared, paid or made on any class of the stock or
share capital of the Company since the immediately preceding Interest Payment Date.



     “Corporate Trust Office” means the office of the Indenture Trustee at which the
corporate trust business of the Indenture Trustee shall, at any particular time, be principally
administered, which office at the date of this Indenture is located as indicated in Section 1.05.



3









 





     “Court of Directors” means the court of the Company or any duly authorized committee
of that court.



     “Court Resolution” means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company to have been duly adopted by the Court of Directors or by a duly
authorized committee of the Court of Directors, and to be in full force and effect on the date of
such certification, and delivered to the Indenture Trustee.



     “Dated Subordinated Debt Securities” shall mean those securities as may be issued from
time to time under the Dated Subordinated Notes Indenture to be entered into between the Company
and the Indenture Trustee.



     “Default” means any occurrence that is, or with notice or the lapse of time or both
would become, an Event of Default.



     “Definitive Note” means a Note in certificated and registered form that is not
registered in the name of a Depositary or its nominee.



     “Depositary” means the Person designated as Depositary by the Company pursuant to this
Indenture, which Person, if required by any applicable law, regulation or exchange requirement,
must be a clearing agency registered under the Securities Exchange Act and, if so provided with
respect to any Note, any successor to such Person. Initially, the “Depositary” shall be DTC.



     “Distribution Agreement” means the Distribution Agreement by and among the Company and
the agents named therein, entered into in connection with the issuance and sale of the Notes of a
series under the Program, as the same may be amended, modified or supplemented from time to time.



     “Dollars,” “$,” “U.S. $” and “U.S. Dollars” mean such coin or
currency of the United States as at the time shall be legal tender for the payment of public or
private debts.



     “DTC” means The Depository Trust Company, and its successors and assigns.



     “Euro” and “€” mean the lawful currency of the member states of the European
Union that have adopted or adopt the single currency in accordance with the Treaty establishing the
European Community, as amended.



     “EURIBOR” has the meaning set forth in the Notes.



     “EURIBOR Notes” means Notes that bear interest based on EURIBOR.



     “Euroclear” means Euroclear Bank S.A./N.V., and its successors, as operator of the
Euroclear system.



4









 





     “Event of Default” has the meaning set forth in Section 5.01.



     “Foreign Currency” means a currency other than U.S. Dollars.



     “Foreign Currency Notes” means Notes denominated in a Specified Currency other than
U.S. Dollars.



     “Global Note” means a Note issued in book-entry and registered form.



     “Government Obligations” means, (i) with respect to the Notes of any series
denominated in U.S. Dollars, securities which are (A) direct obligations of the United
States of America or (B) obligations of a Person controlled or supervised by and acting as
an agency or instrumentality of the United States of America the payment of which is
unconditionally guaranteed by the United States of America and which, in either case, are full
faith and credit obligations of the United States of America and are not callable or redeemable at
the option of the issuer thereof and shall also include a depository receipt issued by a bank (as
defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such Government
Obligation held by such custodian for the account of the holder of such depository receipt;
provided that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from any amount received
by the custodian in respect of the Government Obligation or the specific payment of interest on or
principal of the Government Obligation evidenced by such depository receipt; and (ii) with
respect to Foreign Currency Notes, non-callable (A) direct obligations of the government
that issued such foreign currency for the payment of which obligations its full faith and credit is
pledged or (B) obligations of a Person controlled or supervised by and acting as an agency
or instrumentality of such government, the payment of which obligations is unconditionally
guaranteed as a full faith and credit obligation of such government.



     “Holder” means the Person in whose name a Note is registered in the Register.



     “IFRS” means the International Financial Reporting Standards, consistently applied and
as are generally accepted at the date of computation.



     “Indenture” means this instrument as originally executed or as it may be amended or
supplemented from time to time, and shall include the terms of the Notes established as
contemplated by Section 2.02 hereunder.



     “Indenture Trustee” means The Bank of New York Mellon and, subject to the provisions
of Article 7 hereof, shall also include its successors and assigns as Indenture Trustee hereunder
and, if at any time there is more than one such Person, “Indenture Trustee” as used with respect to
the Notes of any series shall mean the Indenture Trustee with respect to the Notes of that series.



5









 





     “Interest Payment Date” means, with respect to any Note, the date on which interest is
payable as therein or herein provided.



     “Investment Company Act” means the Investment Company Act of 1940, as amended, as it
may be amended or supplemented from time to time, and any successor statute thereto, and the rules,
regulations and published interpretations of the Commission promulgated thereunder from time to
time.



     “Issuance Date” means, with respect to any Note, the date of original issuance of such
Note.



     “Issuance Order” means a Company Order specifying the terms and conditions applicable
to a particular series of Notes, executed by the Company and acknowledged by the Indenture Trustee
on or prior to the Issuance Date of such series of Notes.



     “Liabilities” has the meaning specified in Section 12.01(a).



     “LIBOR” has the meaning set forth in the Notes.



     “LIBOR Currency” means the currency specified in the applicable Note as to which LIBOR
shall be calculated or, if no currency is specified in the applicable Note, U.S. Dollars.



     “LIBOR Notes” means Notes that bear interest based on LIBOR.



     “London Banking Day” means a day on which commercial banks in London are open for
business (including dealings in the applicable LIBOR Currency).



     “Maturity Date” means, with respect to any Note, the date on which the principal of
such Note becomes due and payable as therein or herein provided.



     “Minister for Enterprise, Trade and Employment” means the Minister for Enterprise,
Trade and Employment of Ireland.



     “Nonrecourse Parties” has the meaning set forth in Section 9.01.



     “Note” means any note designated in this Indenture and authenticated and delivered
hereunder, which is in registered form and may be represented by a Global Note, which shall be
substantially in the form attached as Exhibit A, or a Definitive Note, which shall be substantially
in the form attached as Exhibit B with such appropriate modifications, revisions and additions as
agreed to between the Company and the Indenture Trustee.



     “Office or Agency” means with respect to the Notes, an office or agency of the
Company, the Indenture Trustee, the Paying Agent or the Registrar, as the case may be,



6









 




maintained or designated as the Place of Payment for such Notes pursuant to Section 3.03 or
any other office or agency of the Company, Indenture Trustee, Paying Agent or Registrar, as the
case may be, maintained or designated for such Notes pursuant to Section 3.03.




     “Officer’s Certificate” means a certificate signed by an Authorized Officer. The
officer signing an Officer’s Certificate given pursuant to Section 3.08 shall be the principal
executive, financial or accounting officer of the Company; provided, that in the case of
Section 12.01(a), “Officer’s Certificate” shall mean a certificate signed by two members of the
Court of Directors or the liquidator of the Company, as the case may be.



     “Opinion of Counsel” means a written opinion addressed to the Indenture Trustee (among
other addressees) by legal counsel, who may be internal or external legal counsel to the Company or
other counsel and who shall be reasonably satisfactory to the Indenture Trustee.



     “Outstanding” means, with respect to Notes of a series, as of any date of
determination, all Notes of such series theretofore authenticated and delivered under this
Indenture, except:




     (i) Notes theretofore cancelled by the Indenture Trustee or delivered to the Indenture
Trustee for cancellation;




     (ii) Notes or portions thereof for the payment or redemption of which money in the
necessary amount has been theretofore deposited with the Indenture Trustee or any Paying
Agent (other than the Company) in trust or set aside and segregated in trust by the Company
(if the Company shall act as its own Paying Agent) for the Holders of such Notes,
provided that if such Notes are to be redeemed, notice of such redemption has been
duly given pursuant to this Indenture or provision therefor satisfactory to the Indenture
Trustee has been made;




     (iii) Notes in exchange for or in lieu of which other Notes have been authenticated
and delivered pursuant to this Indenture unless proof satisfactory to the Indenture Trustee
is presented that any such Notes are held by a Holder in due course;




     (iv) Notes alleged to have been destroyed, lost, stolen or mutilated and surrendered
to the Indenture Trustee for which either replacement Notes have been issued or payment has
been made as provided for in Section 2.09 unless proof satisfactory to the Indenture
Trustee is presented that any such Notes are held by a Holder in due course; and



7









 






     (v) Notes represented by Global Notes to the extent that they shall have been duly
exchanged for Definitive Notes pursuant to this Indenture unless proof satisfactory to the
Indenture Trustee is presented that any such Notes are held by a Holder in due course;


provided further, however, that in determining whether the Holders of the
requisite percentage of the principal amount of Outstanding Notes have given any request, demand,
authorization, direction, notice, consent or waiver hereunder as of any date, Notes owned by the
Company or any Affiliate of the Company shall be disregarded and deemed not to be Outstanding,
except that in determining whether the Indenture Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only Notes that the
Indenture Trustee knows to be so owned shall be so disregarded. Notes so owned that have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction
of the Indenture Trustee that the pledgee is entitled so to act with respect to such Notes and that
the pledgee is not the Company or any Affiliate of the Company.




     “Paying Agent” means, unless otherwise specified in this Indenture, the Indenture
Trustee, in its capacity as paying agent under this Indenture or its successors or assigns.



     “Periodic Offering” has the meaning specified in Section 2.06(a).



     “Person” means any natural person, corporation, limited partnership, general
partnership, joint stock company, joint venture, association, company, limited liability company,
trust (including any beneficiary thereof), bank, trust company, land trust, business trust,
statutory trust or other organization, whether or not a legal entity, and governments and agencies
and political subdivisions thereof.



     “Place of Payment” means the place where the principal of, premium, if any, and
interest and Arrears of Interest on the Notes of any series are payable which, unless otherwise
specified herein, shall be the address specified in Section 1.05 for the Indenture Trustee.



     “Predecessor Note” of any particular Note means every previous Note evidencing all or
a portion of the same debt as that evidenced by such particular Note; and, for the purpose of this
definition, any Note authenticated and delivered under Section 2.09 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same debt as the
mutilated, destroyed, lost or stolen Note.



     “Pricing Supplement” means the pricing supplement which is prepared by, or on behalf
of, the Company in connection with the issuance by the Company of any Notes and agreed to by the
Company and the relevant agents appointed under the Distribution Agreement, as such Pricing
Supplement may be amended, modified, restated, supplemented and/or replaced from time to time. In
the case of any Notes which may be



8









 




listed on a Stock Exchange, the Pricing Supplement may be in the form of a final terms or such
other form as may be contemplated by the Prospectus Directive and/or the rules or requirements of
the relevant Stock Exchange.




     “Principal Financial Center” means, as applicable, the capital city of the country
issuing the Specified Currency or, with respect to LIBOR Notes, the capital city of the country to
which the LIBOR Currency relates; provided, however, that with respect to U.S.
Dollars, Australian dollars, Canadian dollars, South African rands and Swiss francs, the “Principal
Financial Center” shall be The City of New York, Sydney, Toronto, Johannesburg and Zurich,
respectively.



     “Program” means the Company’s program pursuant to which undated subordinated notes, as
specified in the applicable Note, will be issued as medium-term notes.



     “Prospectus Directive” means Directive 2003/71/EC and includes any relevant
implementing measure in each member state of the European Economic Area which has implemented the
Prospectus Directive.



     “Redemption Price” means, unless otherwise set forth in the applicable Note, an amount
equal to (i) the initial redemption percentage specified in the applicable Note (as
adjusted by the annual redemption percentage reduction, as described in the Note, if applicable)
multiplied by (ii) the unpaid principal amount thereof to be redeemed.



     “Register” has the meaning set forth in Section 2.07.



     “Registrar” means, unless otherwise specified in this Indenture, the Indenture
Trustee, in its capacity as registrar under this Indenture, or its successors or assigns.



     “Registration Statement” means (a) a registration statement on Form F-3 or
other appropriate form, including any prospectus or prospectus supplements and the exhibits
included therein, any post-effective amendments thereto and any registration statements filed
subsequent thereto under rules promulgated under the Securities Act, relating to the registration
under the Securities Act of the Notes, (b) any preliminary prospectus or prospectus
supplements thereto relating to the Notes required to be filed pursuant to the Securities Act and
any documents or filings incorporated therein by reference and (c) a registration statement
and such other documents, forms or filings as may be required by the Securities Act or the Trust
Indenture Act, or other securities laws, in each case relating to the Notes of the Company.



     “Regular Record Date” for the interest or Arrears of Interest payable on any Interest
Payment Date on the Notes of any series means the date specified for that purpose in such Note or
this Indenture.



9









 





     “Responsible Officer” means, with respect to the Indenture Trustee, an officer of the
Indenture Trustee in the Corporate Trust Office, having direct responsibility for the
administration of this Indenture, and also, with respect to a particular matter, any other officer
to whom such matter is referred because of such officer’s knowledge of and familiarity with the
particular subject.



     “Securities Act” means the Securities Act of 1933, as it may be amended or
supplemented from time to time, and any successor statute thereto, and the rules, regulations and
published interpretations of the Commission promulgated thereunder from time to time.



     “Securities Exchange Act” means the Securities Exchange Act of 1934, as it may be
amended or supplemented from time to time, and any successor statute thereto, and the rules,
regulations and published interpretations of the Commission promulgated thereunder from time to
time.



     “Senior Creditors” means the creditors of the Company (a) who are the
Company’s depositors and other unsubordinated creditors or (b) who are the Company’s
subordinated creditors (including the holders of Dated Subordinated Debt Securities) other than
those whose claims rank, or are expressed to rank, pari passu with or junior to the
claims of the holders of the Notes (whether only in the event of the Company’s winding-up or
otherwise).



     “Solvent” has the meaning specified in Section 12.01(a).



     “Special Record Date” means a date fixed by the Company pursuant to Section 2.10(c).



     “Specified Currency” means the currency, composite currency, basket of currencies or
currency unit or units in which the Notes are denominated (or, if such currency is no longer legal
tender for the payment of public and private debts in the country issuing such currency or, in the
case of the Euro, in the member states of the European Union that have adopted the single currency
in accordance with the Treaty on establishing the European Community, as amended by the Treaty on
European Union, such currency which is then such legal tender).



     “Stock Exchange” means the Irish Stock Exchange or such other securities or stock
exchange on which the Notes may be listed.



     “TARGET Settlement Day” means a day on which the TARGET System is open.



     “TARGET System” means the Trans-European Automated Real-Time Gross Settlement Express
Transfer System.



10









 





     “Taxes” has the meaning specified in Section 3.12.



     “Taxing Jurisdiction” has the meaning specified in Section 3.12.



     “Transfer Agent” means, unless otherwise specified in this Indenture, the Indenture
Trustee, in its capacity as transfer agent under this Indenture or its successors or assigns.



     “Trust Indenture Act” means the Trust Indenture Act of 1939, as it may be amended or
supplemented from time to time, and any successor statute thereto, and the rules, regulations and
published interpretations of the Commission promulgated thereunder from time to time.



     “United States” means the United States of America (including the District of
Columbia), its territories, its possessions and other areas subject to its jurisdiction.



     Section 1.02 Compliance Certificates and Opinions. Upon any application or request by
the Company to the Indenture Trustee to take any action under any provision of this Indenture, the
Company shall furnish to the Indenture Trustee in compliance with Section 3.14(c) of the Trust
Indenture Act an Officer’s Certificate stating that all conditions precedent, if any, provided for
in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel
stating that in the opinion of such counsel all such conditions precedent, if any, have been
complied with, except that in the case of any such application or request as to which the
furnishing of such documents is specifically required by any provision of this Indenture, no
additional certificate or opinion need be furnished.



     Section 1.03 Form of Documents Delivered to Indenture Trustee.



     (a) In any case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be certified by, or
covered by the opinion of, only one such Person, or that they be so certified or covered by only
one document, but one such Person may certify or give an opinion with respect to some matters and
one or more other such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.



     (b) Any certificate or opinion of an Authorized Officer may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by, counsel, unless such
Authorized Officer knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to the matters upon which its certificate or opinion is
based are erroneous. Any such certificate or opinion or any Opinion of Counsel may be based,
insofar as it relates to factual matters, upon a certificate or opinion of, or representations by,
an Authorized Officer or



11









 




Authorized Officers stating that the information with respect to such factual matters is in
the possession of such Authorized Officer or Authorized Officers, unless such counsel knows, or in
the exercise of reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous. Any Opinion of Counsel may be based on the written
opinion of other counsel, in which event such Opinion of Counsel shall be accompanied by a copy of
such other counsel’s opinion stating that counsel may rely on such other counsel’s opinion and
shall include a statement to the effect that such counsel believes that such counsel and the
Indenture Trustee may reasonably rely upon the opinion of such other counsel. Any certificate or
opinion of an Authorized Officer or of counsel may be based, insofar as it relates to accounting
matters, upon a certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Company, unless such Authorized Officer or counsel knows, or in
the exercise of reasonable care should know, that the certificate or opinion or representations
with respect to the accounting matters upon which its certificate, statement or opinion is based
are erroneous.




     (c) Where any Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this Indenture, they may,
but need not, be consolidated and form one instrument.



     (d) Wherever in this Indenture, in connection with any application or certificate or report to
the Indenture Trustee, it is provided that an Authorized Officer shall deliver any document as a
condition of the granting of such application, or as evidence of compliance with any term hereof,
it is intended that the truth and accuracy, at the time of the granting of such application or at
the effective date of such certificate or report, as the case may be, of the facts and opinions
stated in such document shall in such case be conditions precedent to the right of the Company to
have such application granted or to the sufficiency of such certificate or report. The foregoing
shall not, however, be construed to limit the Indenture Trustee’s right to rely upon the truth and
accuracy of any statement or opinion contained in any such document as provided in Section 7.01.



     (e) Every certificate (other than the Officer’s Certificate required by Section 3.08(a)) or
opinion with respect to compliance with a condition or covenant provided for in this Indenture
(including one furnished pursuant to specific requirements of this Indenture relating to a
particular application or request) shall substantially include:




     (i) a statement that each individual signing such certificate or opinion has read such
covenant or condition and the definitions herein relating thereto;




     (ii) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based;



12









 






     (iii) a statement that, in the opinion of each such individual, he or she has made
such examination or investigation as is necessary to enable him or her to express an
informed opinion as to whether or not such covenant or condition has been complied with;
and




     (iv) a statement as to whether, in the opinion of each such individual, such condition
or covenant has been complied with.



     Section 1.04 Acts of Holders.



     (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by any Holder may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such Holder in person or by one or
more agents duly appointed in writing. Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken by Holders may,
alternatively, be embodied in and evidenced by the record of Holders of Notes voting in favor
thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders of
Notes duly called and held in accordance with the provisions of Article 10, or a combination of
such instruments and any such record. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments or record or both are delivered to the
Indenture Trustee. Such instrument or instruments and any such record (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments or so voting at any meeting. Proof of execution of any such
instrument or of writing appointing any such agent, or of the holding by any Person of a Note,
shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in
favor of the Indenture Trustee, and the Company, if made in the manner provided in this Section
1.04. The record of any meeting of Holders of Notes shall be proved in the manner provided in
Section 10.06. Without limiting the generality of this Section 1.04, unless otherwise provided
herein, a Clearing System that is or whose nominee is a Holder of a Global Note may allow its
accountholders who have beneficial interests in such Global Note credited to accounts with such
Clearing System to direct such Clearing System in taking such action through such Clearing System’s
standing instructions and customary practices. The Clearing System shall report only one result of
its solicitation of proxies to the Indenture Trustee.



     (b) Subject to Section 7.01, the fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such execution or by the
certificate of a notary public or other officer authorized by law to take acknowledgments of deeds,
certifying that the individual signing such instrument or writing acknowledged to him or her the
execution thereof. Whenever such execution is by a signer acting in a capacity other than his or
her individual capacity, such certificate or affidavit shall also constitute sufficient proof of
his or her authority. The fact and date of the execution of any such instrument or writing, or the
authority of the Person



13









 




executing the same, may be proved in any other manner that the Indenture Trustee deems
sufficient.




     (c) The ownership, principal amount and serial numbers of Notes held by any Person, and the
date of the commencement and the date of the termination of holding the same, shall be proved by
the Register.



     (d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the
Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note
issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such Note.



     (e) Except as provided in subsection (f) below, if the Company shall solicit from the Holders
of Notes any Act referred to in Section 1.04(a), the Company may, at its option, fix in advance a
record date for the determination of Holders entitled to vote or consent in connection with any
such Act, but the Company shall have no obligation to do so. If such record date is fixed, such
Act may be given before or after such record date, but only the Holders of record at the close of
business on such record date shall be deemed to be Holders for the purposes of determining whether
Holders of the requisite proportion of Outstanding Notes have authorized or agreed or consented to
such Act, and for that purpose the Outstanding Notes shall be computed as of such record date;
provided that no such Act by Holders on such record date shall be deemed effective unless
it shall become effective pursuant to the provisions of this Indenture on or prior to the 90th day
after the record date. Nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding Notes on the date such
action is taken. Promptly after any record date is set pursuant to this paragraph, the Company
shall cause notice of such record date and the proposed action by Holders to be given to the
Indenture Trustee in writing and to each Holder of the Notes in the manner set forth in Section
1.06.



     (f) The Indenture Trustee may set any day as a record date for the purpose of determining the
Holders entitled to join in the giving or making of (i) any declaration of acceleration, or
any rescission or annulment of any such declaration, referred to in Section 5.02, (ii) any
request to institute proceedings referred to in Section 5.07(a) or (iii) any direction
referred to in Section 5.12. If such a record date is fixed pursuant to this paragraph, the
relevant action may be taken or given before or after such record date, but only the Holders of
record at the close of business on such record date shall be deemed to be Holders for the purposes
of determining whether Holders of the requisite proportion of Outstanding Notes have authorized or
agreed or consented to such action, and for that purpose the Outstanding Notes shall be computed as
of such record date; provided that no such action by Holders on such record date shall be
deemed effective unless it shall become effective pursuant to the provisions of this Indenture not
later than six months



14









 




after the record date. Nothing in this paragraph shall be construed to prevent the Indenture
Trustee from setting a new record date for any action for which a record date has previously been
set pursuant to this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be
construed to render ineffective any action taken by Holders of the requisite principal amount of
Outstanding Notes on the date such action is taken. Promptly after any record date is set pursuant
to this paragraph, the Indenture Trustee shall cause notice of such record date and the proposed
action by Holders to be given to the Company in writing and to each Holder of the Notes in the
manner set forth in Section 1.06.




     Section 1.05 Notices. Any request, demand, authorization, direction, notice, consent,
waiver or other action required or permitted by this Indenture to be made upon, given or furnished
to, or filed with, the Indenture Trustee, the Registrar, the Transfer Agent, the Paying Agent, the
Calculation Agent and the Company shall be sufficient for every purpose hereunder (unless otherwise
herein expressly provided) if in writing and mailed, first-class mail or overnight courier, in each
case postage prepaid, at the address specified in this Section 1.05 or at any other address
previously furnished in writing.



     Such notices shall be addressed



     if to the Indenture Trustee, to:


The Bank of New York Mellon

One Canada Square

London E14 5AL

United Kingdom

Facsimile: 011 44 207 984 6399

Attention: Paul Bashford



if to the Registrar, Transfer Agent, Paying Agent and Calculation Agent, to:



The Bank of New York Mellon

101 Barclay Street, 4 East

New York, NY 10286

Facsimile: 212 815 5802

Attention: Corporate Trust Administration




15









 







with a copy to:



The Bank of New York Mellon

One Canada Square

London E14 5AL

United Kingdom

Facsimile: 011 44 207 984 6399

Attention: Paul Bashford



if to the Company, to:



The Governor and Company of the Bank of Ireland

Head Office

Lower Baggot Street

Dublin 2

Ireland

Fax number: 00 353 1 661 5641

For the attention of: Group Secretary




     or at such other address previously furnished in writing by one party to the other parties.



     Section 1.06 Notice to Holders; Waiver.



     (a) Except as otherwise expressly provided in or pursuant to this Indenture, notices to
Holders required under the Notes shall be sufficiently given upon the mailing by overnight courier
or first-class mail (or equivalent), or (if posted to an overseas address) by airmail, postage
prepaid, of such notices to each Holder of the Notes at their registered addresses as recorded in
the Register.



     (b) Where this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Indenture Trustee, but such filing shall not be a condition precedent to the validity of any
action taken in reliance upon such waiver. In any case, neither the failure to give such notice,
nor any defect in any notice to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders, and any notice which is mailed in the manner herein provided shall
be conclusively presumed to have been duly given.



     (c) In the case by reason of the suspension of regular mail service or by reason of any other
cause it shall be impracticable to give such notice by mail, then such notification as shall be
made with the approval of the Indenture Trustee shall constitute a sufficient notification for
every purpose hereunder.



16









 





     Section 1.07 Severability. In case any provision in or obligation under this
Indenture or any Notes issued hereunder shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations,
or of such provision or obligation in any other jurisdiction, shall not in any way be affected or
impaired thereby to the fullest extent permitted under applicable law.



     Section 1.08 Successors and Assigns. All covenants, stipulations, promises and
agreements in this Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.



     Section 1.09 Benefits of Indenture. Nothing in this Indenture or in any Note,
expressed or implied, shall give to any Person other than the parties hereto and their successors
and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.



     Section 1.10 Language of Notices. Any request, demand, authorization, direction,
notice, consent, election or waiver required or permitted under this Indenture shall be in the
English language, except that, if the Company so elects, any published notice may be in an official
language of the country of publication.



     Section 1.11 Consent to Service. The Company has designated and appointed The
Governor and Company of the Bank Of Ireland, Connecticut Branch, Wholesale Financial Services US,
300 First Stamford Place, Stamford, Connecticut 06902, as its authorized agent for service of
process in any proceeding arising out of or relating to this Indenture or the Notes of any series
brought in any federal or state court sitting in the Borough of Manhattan in The City of New York.
By the execution and delivery of this Indenture, the Company irrevocably submits to the
nonexclusive jurisdiction of any such court in any such suit or proceeding, and agrees that service
of process upon said agent, together with written notice of said service to the Company, shall be
deemed in every respect effective service of process upon the Company, in any such suit or
proceeding; provided, that a Note may specify additional jurisdictions as to which the
Company may consent to the nonexclusive jurisdiction of its courts with respect to such Note. The
Company further agrees to take any and all action, including the execution and filing of any and
all such documents and instruments, as may be necessary to continue such designation and
appointment of said agent or a successor agent in full force and effect so long as any of the Notes
shall be Outstanding.



     Section 1.12 Governing Law.



     (a) This Indenture and the Notes shall be governed by, and construed in accordance with, the
laws of the State of New York, without giving effect to its principles or rules of conflict of laws
to the extent such principles or rules are not mandatorily applicable by statute and would require
or permit the application of the laws of another jurisdiction, except for Section 12.01, which
shall be governed by and construed in



17









 




accordance with the laws of Ireland, and except that the authorization and execution of this
Indenture and the Notes shall be governed (in addition to the laws of the State of New York
relevant to execution) by the respective jurisdictions of organization of the Company and the
Indenture Trustee, as the case may be.




     (b) ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE COMPANY, THE INDENTURE TRUSTEE, THE
REGISTRAR, THE TRANSFER AGENT OR THE PAYING AGENT OR ANY OTHER AGENT, ARISING OUT OF OR RELATING TO
THIS INDENTURE OR ANY NOTE MAY BE BROUGHT IN A UNITED STATES FEDERAL COURT LOCATED IN THE CITY OF
NEW YORK, THE BOROUGH OF MANHATTAN, AND BY EXECUTION AND DELIVERY OF THIS INDENTURE EACH OF THE
COMPANY, THE INDENTURE TRUSTEE, THE REGISTRAR, THE TRANSFER AGENT, THE PAYING AGENT AND ANY OTHER
AGENT (IN SUCH CAPACITIES) ACCEPTS, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF
THE AFORESAID COURT AND IRREVOCABLY WAIVES ANY DEFENSE OF FORUM NON
CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN
CONNECTION WITH THIS INDENTURE OR ANY NOTE.



     Section 1.13 Waiver of Jury Trial. EACH OF THE PARTIES TO THIS INDENTURE HEREBY
AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS INDENTURE, THE NOTES OR ANY DEALINGS AMONG THEM RELATING TO THE SUBJECT MATTER
OF THIS TRANSACTION. The scope of this waiver is intended to encompass any and all disputes that
may be filed in any court and that relate to the subject matter of this transaction including
without limitation contract claims, tort claims, breach of duty claims, and all other common law
and statutory claims. Each party hereto acknowledges that this waiver is a material inducement to
enter into a business relationship, that such party has already relied on the waiver in entering
into this Indenture, and that such party will continue to rely on the waiver in its related future
dealings. Each party hereto further warrants and represents that it has reviewed this waiver with
its legal counsel, and that it knowingly and voluntarily waives its jury trial rights following
consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED
EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS TO THIS INDENTURE OR ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO
THIS INDENTURE. In the event of litigation, this Indenture may be filed as a written consent to a
trial by the court.



     Section 1.14 Counterparts. This Indenture and any amendments, waivers, consents or
supplements hereto or thereto, may be executed in any number of



18









 




counterparts, and by different parties hereto in separate counterparts, and each of which when
so executed and delivered shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument. This Indenture shall become effective upon the
execution of a counterpart hereof by each of the parties hereto.




     Section 1.15 Third Party Beneficiaries. This Indenture will inure to the benefit of
and be binding upon the parties hereto and their respective successors and permitted assigns.



     Section 1.16 Conflict with Trust Indenture Act. If any provision of this Indenture
limits, qualifies or conflicts with any duties imposed by any of Sections 310 to 317, inclusive, of
the Trust Indenture Act through operation of Section 318(c) thereof, such imposed duties shall
control.



     Section 1.17 Headings and Table of Contents. The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the construction hereof.



ARTICLE 2




The Notes




     Section 2.01 Forms Generally.



     (a) Except as set forth under Section 2.01(c), the Notes shall be issued as Global Notes and
shall be in substantially the form set forth in Exhibit A attached hereto, or in such other form or
forms as shall be established by or pursuant to a Court Resolution, Issuance Order or indenture
supplement hereto, in each case with such appropriate insertions, omissions, substitutions and
other variations as are required by this Indenture or as may in the Company’s judgment be
necessary, appropriate or convenient to permit such Notes to be issued and sold, or to comply, or
facilitate compliance, with applicable laws, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be required to comply with
the rules of any Stock Exchange, or as may, consistently herewith, be determined by the Company as
evidenced by its execution thereof. Any portion of the text of any Note may be set forth on the
reverse thereof with an appropriate reference on the face of the Note.



     (b) The terms and provisions contained in the Notes of any series shall constitute, and are
hereby expressly made a part of this Indenture, and, to the extent applicable, the Indenture
Trustee, by its execution and delivery of this Indenture and its authentication and delivery of
such Notes, and the Company by its execution and delivery of this Indenture and such Notes,
expressly agree to such terms and provisions and to be bound thereby.



19









 





     (c) Except as described in this Section 2.01(c), no Global Note evidencing any of the Notes
and deposited with or on behalf of any Clearing System shall be exchangeable for Definitive Notes.
Subject to the foregoing sentence, if (i) such Clearing System notifies the Company that it
is unwilling or unable to continue as Depositary or the Company becomes aware that the Clearing
System has ceased to be a clearing agency registered under the Securities Exchange Act and in any
such case the Company fails to appoint a successor depositary within ninety (90) days after receipt
of such notice or after it becomes aware of such cessation or (ii) the Company shall have
decided in its sole discretion and subject to the procedures of the Depositary that the Notes
should no longer be evidenced solely by one or more Global Notes, then, pursuant to written
instructions by the Company to the Indenture Trustee (in the case of clause (i)) or pursuant to
written instructions by the Company to the Indenture Trustee and Clearing System (in the case of
clause (ii)):




     (A) with respect to each Global Note evidencing such Notes, the Company shall
execute, and the Indenture Trustee shall authenticate and deliver, Definitive Notes
of the same series in authorized denominations in exchange for the Global Note, in
an aggregate principal amount equal to the Outstanding principal amount of the
related Global Note. Upon the exchange of a Global Note for the Definitive Notes
of the same series, such Global Note shall be cancelled by the Registrar.
Definitive Notes issued in exchange for a Global Note pursuant to this Section
2.01(c) shall be registered in the Register in such names and in such denominations
as the Clearing System for such Global Note, pursuant to the instructions from its
direct or indirect participants or otherwise, shall instruct the Indenture Trustee,
serving as custodian, on behalf of the nominee of the Depositary, of the Global
Note. The Indenture Trustee shall immediately provide the information to the
Registrar. Immediately after the authentication of the Definitive Notes by the
Indenture Trustee, the Indenture Trustee shall deliver such Definitive Notes to the
Holders of such Notes;




     (B) if Definitive Notes are issued in exchange for any portion of a Global
Note after the close of business at the Office or Agency for such Note where such
exchange occurs on (1) any Regular Record Date for such Notes and before
the opening of business at such Office or Agency on the next Interest Payment Date
or (2) any Special Record Date for such Notes and before the opening of
business at such Office or Agency on the related proposed date for payment of
interest or Arrears of Interest, as the case may be, interest or Arrears of
Interest shall not be payable on such Interest Payment Date or proposed date for
payment, as the case may be, in respect of such Definitive Notes, but shall be
payable on such Interest Payment Date or proposed date for payment, as the case



20









 







may be, only to the Person to whom interest in respect of such portion of such
Global Note shall be payable in accordance with the provisions of this Indenture;
and




     (C) if for any reason Definitive Notes are not issued, authenticated and
delivered to the Holders in accordance with paragraph (A) of this Section 2.01(c),
then:




     (1) the Clearing System or its successors may provide to each of its
accountholders a statement of such accountholder’s interest in the Notes
evidenced by each Global Note held by such Clearing System or its
successors, together with a copy of such Global Note; and




     (2) subject to the limitations on individual Holder action contained
in the Notes or this Indenture, each such accountholder or its successors
and assigns (x) shall have a claim, directly against the Company,
for the payment of any amount due or to become due in respect of such
accountholder’s interest in the Notes evidenced by such Global Note, and
shall be empowered to bring any claim, to the extent of such
accountholder’s interest in the Notes evidenced by such Global Note and to
the exclusion of such Clearing System or its successors, that as a matter
of law could be brought by the Holder of such Global Note and the Person
in whose name the Notes are registered and (y) may, without the
consent and to the exclusion of such Clearing System or its successors,
file any claim, take any action or institute any proceeding, directly
against the Company, to compel the payment of such amount or enforce any
such rights, as fully as though the interest of such accountholder in the
Notes evidenced by such Global Note were evidenced by a Definitive Note in
such accountholder’s actual possession and as if an amount of Notes equal
to such accountholder’s stated interest were registered in such
accountholder’s name and without the need to produce such Global Note in
its original form.




Notwithstanding anything in this paragraph (C) to the contrary, the Indenture Trustee shall
not be required to recognize any accountholder or any of its successors and assigns
referred to in said paragraph as a Holder for any purpose of this Indenture or the relevant
Notes and shall be entitled to treat the Person in whose name the relevant Global Note is
registered as a Holder for all purposes of this Indenture and the Notes until Definitive
Notes are issued to and registered in the names of such accountholders or their successors
and assigns.



21









 





     The applicable Note may also list additional situations in which Global Notes will be
exchangeable for Definitive Notes.



     The account records of any Clearing System or its successor shall, in the absence of manifest
error, be conclusive evidence of the identity of each accountholder that has any interest in Notes
evidenced by a Global Note held by such Clearing System or its successor and the amount of such
interest. Definitive Notes shall be issued only in denominations as specified in the applicable
Note.



     (d) Subject to the other provisions of this Indenture, if any Global Note is exchanged for
Definitive Notes, then:




     (i) the Company, the Indenture Trustee and any Paying Agent will have the right to
treat each Holder of Definitive Notes as the Person exclusively entitled to receive
interest and Arrears of Interest and other payments or property in respect of or in
exchange for the Notes, and otherwise to exercise all the rights and powers with respect to
any Note (subject to the record date provisions hereof and of the Notes); and




     (ii) the obligation of the Company to make payments of principal, premium, if any,
interest and Arrears of Interest and other amounts with respect to the relevant Notes shall
be discharged at the time payment in the appropriate amount is made in accordance with this
Indenture to each Holder.



     Section 2.02 Denominations; No Limitation on Aggregate Principal Amount of Notes;
Reopening of Series.



     (a) Unless otherwise specified in the applicable Note, Notes shall be issued in denominations
of $750,000 and any larger amount that is a multiple of $750,000. The Specified Currency for the
Notes will be U.S. Dollars, unless the applicable Note states otherwise. Some Notes may have
different Specified Currencies for principal and interest. The Company will make payments on the
Notes in the Specified Currency, except as described in the applicable Note.



     (b) Upon the execution of this Indenture, or from time to time thereafter, Notes up to the
aggregate principal amount authorized by or pursuant to a Court Resolution may be executed and
delivered by the Company. Notes will be delivered to the Indenture Trustee for authentication,
after execution by the Company, and the Indenture Trustee shall thereupon authenticate and deliver
said Notes to, or upon the written order of, the Company, as provided in an Issuance Order, without
any further action by the Company, but subject to the provisions of Section 2.06.



     The Notes may be issued in one or more series. The aggregate principal amount of Notes of all
series which may be authenticated and delivered and Outstanding under



22









 




this Indenture is not limited; provided that the aggregate principal amount of Notes
Outstanding shall not exceed the amount authorized from time to time by Court Resolution.
Notwithstanding Section 2.02(b)(2) herein, and unless otherwise expressly provided with respect to
a series of Notes, the aggregate principal amount of a series of Notes may be increased and
additional Notes of such series may be issued up to the maximum aggregate principal amount
authorized with respect to such series as increased.




     There shall be established in or pursuant to a Court Resolution, or set forth in one or more
Issuance Orders, or established in one or more indentures supplemental hereto, prior to the
issuance of Notes of a series:




     (1) the designation of the series of the Notes (which shall distinguish the
Notes of such series from all other Notes);




     (2) any limit upon the aggregate principal amount of the Notes of the series
which may be authenticated and delivered under this Indenture (except for Notes
authenticated and delivered upon registration of, transfer of, or in exchange for,
or in lieu of, other Notes of the series pursuant to Section 2.01(c), 2.04(b),
2.08, 2.09 or 8.05);




     (3) the rate at which Notes of the series shall bear interest, the Interest
Payment Dates on which such interest shall be payable (if other than those
specified in the form of Note attached hereto), the date from which interest shall
accrue on such Notes (if other than the Issuance Date) and the Regular Record Date
for the determination of Holders of such Notes to whom interest is payable on any
Interest Payment Date (if other than the Regular Record Date specified in the form
of Note attached hereto);




     (4) if applicable, the place or places (in addition to such place or places
specified in this Indenture) where the principal of and interest and Arrears of
Interest on Notes of the series, shall be payable;




     (5) the obligation, if any, of the Company to redeem, purchase or repay Notes
of the series pursuant to any mandatory redemption sinking fund or analogous
provisions, and the period or periods within which, the price or prices at which
and the terms and conditions upon which Notes of the series shall be redeemed,
purchased or repaid, in whole or in part, pursuant to such obligation;




     (6) if the amount of payments of principal of and any premium or interest on
the Notes of the series may be determined with reference to an index, a formula or
any other method, the manner in which such amounts shall be determined;



23









 






     (7) the denominations in which Notes of the series shall be issuable, if other
than $750,000 and integral multiples of $750,000;




     (8) if the Notes are denominated in a Specified Currency other than U.S.
Dollars, and any terms with respect thereto;




     (9) if the principal of (and premium, if any) or interest and Arrears of
Interest on the Notes of such series are to be payable, at the election of the
Company or a Holder thereof, in a currency other than that in which the Notes are
denominated, the period or periods within which, and the terms and conditions upon
which, such election may be made;




     (10) if other than 100% of the principal amount, the portion of the principal
amount of Notes of the series which shall be payable upon declaration of
acceleration of the maturity thereof or which the Indenture Trustee shall be
entitled to claim pursuant to Section 5.04;




     (11) if the Notes of the series shall be issued in whole or in part in the
form of one or more Global Notes, the Depositary for such Note or Notes, if other
than DTC;




     (12) if beneficial owners of interests in any Global Notes may exchange such
interests for Definitive Notes of such series of any authorized form and
denomination, the circumstances under which and the place or places where any such
exchanges may occur, if other than in the manner provided in Section 2.01(c);




     (13) if the Notes of such series are to be issuable in definitive form upon
original issue only upon receipt of certain certificates or other documents or
satisfaction of other conditions, the form and terms of such certificates,
documents or conditions;




     (14) any trustees, depositories, authenticating or paying agents, registrars
or any other agents with respect to the Notes of such series, if different from
those specified in this Indenture;




     (15) any additions, modifications or deletions in the Events of Default or
covenants of the Company set forth herein with respect to the Notes of such series;




     (16) if other than the period specified in Section 2.04, the period prior to a
redemption date within which the Indenture Trustee must give notice to the Holders
of Notes of such series selected for redemption regarding such selection and
redemption date;



24









 






     (17) if the Notes of such series will be listed on any Stock Exchange, the
Stock Exchange on which such Notes will be listed; and




     (18) any other terms of the series, which terms shall not be inconsistent with
the provisions of this Indenture.



     The Company may, from time to time, without the consent of existing Holders, reopen a series
of Notes and issue one or more additional tranches of Notes with (except in the case of a Periodic
Offering) the same terms, including maturity and interest payment terms, as Notes of such series
issued on an earlier date, except for the issue date, the principal amount, the first payment date
of interest and as otherwise set forth in any such supplemental indentures or Issuance Orders.
After such additional Notes are issued, they will be fungible with the previously issued Notes to
the extent specified in the applicable Note.



     Section 2.03 Listing. Unless specified in the applicable Note, the Notes of a series
will not be listed on a Stock Exchange.



     Section 2.04 Redemption for Tax Reasons; Optional Redemption; No Sinking Fund.



     (a) Redemption for Tax Reasons. Unless the applicable Note provides otherwise and subject to
Section 12.01(a), the Company will have the option to redeem the Notes of any series upon not less
than thirty (30) nor more than sixty (60) days’ notice on any dates as are specified in the
applicable Note if:




     (i) the Company is required to issue Definitive Notes and, as a result, the Company is
or would be required to pay Additional Amounts with respect to such Notes; or




     (ii) the Company determines that as a result of a change in or amendment to the laws
or regulations of a Taxing Jurisdiction or any change in the official application or
official interpretation of such laws or regulations, which change or amendment becomes
effective on or after the original issue date of the applicable Note, the Company will or
would be required to pay Holders Additional Amounts, or the Company would not be entitled
to claim a deduction in respect of any payments in computing the Company’s taxation
liabilities.



     In each case (i) and (ii) directly above, before the Company gives a notice of redemption
pursuant to this Section 2.04(a), the Company shall be required to deliver to the Indenture Trustee
a written legal opinion of independent counsel of recognized standing, chosen by the Company, in a
form satisfactory to the Indenture Trustee confirming that the Company is entitled to exercise its
right of redemption. The redemption must be made in respect of all, but not some, of the Notes of
the relevant



25









 




series. The Redemption Price will be equal to 100% of the principal amount of Notes being
redeemed together with any accrued but unpaid interest and Arrears of Interest, if any, in respect
of such Notes to the date fixed for redemption.




     (b) Optional Redemption. Subject to Section 12.01(a), the Company may redeem the Notes of any
series in accordance with their terms and (except as otherwise provided pursuant to Section 2.02
for Notes of any series) in accordance with this Section 2.04(b). Such redemptions shall be made
in whole or, at the Company’s option, from time to time in part in principal amounts equal to the
authorized denominations specified in such Note (provided that any remaining principal amount
thereof shall be at least the minimum authorized denomination applicable thereto), at the
applicable Redemption Price, together with unpaid interest and Arrears of Interest, if any, accrued
thereon to the date of redemption. Unless otherwise set forth in the applicable Note, the Company
must give written notice to the Holders of the Notes to be redeemed pursuant to this Section
2.04(b) not more than seventy-five (75) nor less than thirty (30) calendar days prior to the date
of redemption. The initial redemption percentage, if any, applicable to a Note shall decline at
each anniversary of the initial redemption date applicable thereto by an amount equal to the
applicable annual redemption percentage reduction, if any, until the Redemption Price is equal to
100% of the unpaid amount thereof to be redeemed.



     (c) Prior to any redemption pursuant to Section 2.04(a) or (b), the Company shall deposit with
the Paying Agent an amount of money sufficient to pay the Redemption Price of, and (except if the
redemption date shall be an Interest Payment Date, unless otherwise provided in the applicable
Note) accrued and unpaid interest and Arrears of Interest on, all Notes which are to be redeemed or
repaid on that date.



     (d) No Notes will be subject to, or entitled to the benefit of, any sinking fund unless
otherwise specified in the applicable Note.



     (e) Redemption Procedures. In the case of redemption, upon notice of redemption having been
given pursuant to Section 2.04(a) or (b), as applicable, the Notes to be so redeemed shall, on the
redemption date, become due and payable at the Redemption Price therein specified, and from and
after such date (unless the Company shall default in the payment of the Redemption Price and
accrued interest and Arrears of Interest, if any) such Notes shall cease to bear or accrue any
interest. Upon surrender of Notes for redemption in accordance with said notice, such Notes shall
be paid by the Company at the Redemption Price, together with any accrued but unpaid interest to,
but not including, the redemption date, and Arrears of Interest, provided that installments of
interest whose Interest Payment Date is on or prior to the redemption date, and installments of
Arrears of Interest whose proposed payment date is on or prior to the redemption date, will be
payable to the Holders of such Notes, or one or more Predecessor Notes, registered as such at the
close of business on the relevant record date according to their terms and the provisions of
Section 2.10, unless, in connection with a redemption date falling on an Interest Payment Date, the
Notes of the particular series



26









 




provide that interest payable on an Interest Payment Date that is a redemption date shall be
paid to the Person to whom principal is payable.




     In case of any redemption by the Company, the Company shall, at least forty-five (45) days
prior to the redemption date fixed by the Company (unless a shorter notice shall be satisfactory to
the Indenture Trustee), notify the Indenture Trustee by an Officer’s Certificate of such redemption
date, and of the principal amount of Notes to be redeemed. In the case of any redemption of Notes
(i) prior to the expiration of any restriction on such redemption provided in the terms of such
Notes or elsewhere in this Indenture, or (ii) which is subject to a condition specified in the
terms of such Notes or elsewhere in this Indenture, the Company shall furnish the Indenture Trustee
with an Officer’s Certificate evidencing compliance with such restriction or condition.



     All notices to Holders of redemption shall state:




     (i) the redemption date;




     (ii) the Redemption Price or, if not then ascertainable, the manner of calculation
thereof;




     (iii) that on the redemption date the Redemption Price will become due and payable on
the Notes to be redeemed and that interest thereon will cease to accrue on and after said
date; and




     (iv) the place or places where the Notes to be redeemed are to be surrendered for
payment of the Redemption Price.



     Notice of redemption of Notes to be redeemed by the Company shall be given by the Company or,
at the Company’s request, by the Indenture Trustee in the name and at the expense of the Company.



     If less than all Notes of a series are to be redeemed (unless such redemption affects only a
single Note), the particular Notes of such series to be redeemed shall be selected not more than
seventy-five (75) days prior to the redemption date by the Indenture Trustee from the Outstanding
Notes of such series not previously called for redemption, by such method as the Indenture Trustee
shall deem fair and appropriate and which may provide for the selection for redemption of a portion
of the principal amount of any Note of such series; provided that the unredeemed portion of the
principal amount of any Note of such series shall be in an authorized denomination (which shall not
be less than the minimum authorized denomination) for Notes of such series.



     The Indenture Trustee shall promptly notify the Company in writing of the Notes selected for
redemption as aforesaid and, in the case of any Notes of a series selected for partial redemption
as aforesaid, the principal amount thereof to be redeemed.



27









 





     The provisions of the two preceding paragraphs shall not apply with respect to any redemption
affecting only a single Note, whether such Note is to be redeemed in whole or in part. In the case
of any such redemption in part, the unredeemed portion of the principal amount of the Note shall be
in an authorized denomination (which shall not be less than the minimum denomination) for such
Note.



     For all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Notes shall relate, in the case of any Notes redeemed or to be
redeemed only in part, to the portion of the principal amount of such Notes which has been or is to
be redeemed.



     (f) Any Note which is to be redeemed only in part shall be surrendered at a Place of Payment
therefor (with, if the Company or the Indenture Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the Indenture Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall
execute, and the Indenture Trustee shall authenticate and deliver to the Holder of such Note
without service charge, a new Note or Notes, of any authorized denomination as requested by such
Holder, in aggregate principal amount equal to and in exchange for the unredeemed or non-repaid
portion of the principal of the Note so surrendered.



     Section 2.05 Execution and Delivery of Notes.



     The Notes shall be signed on behalf of the Company by an Authorized Officer. The signature of
any of these officers may be manual or facsimile.



     In case any Authorized Officer who shall have signed any of the Notes shall cease to be such
Authorized Officer before the Note so signed shall be authenticated and delivered by the Indenture
Trustee or the Company or disposed of by the Company, such Note nevertheless may be authenticated
and delivered or disposed of as though the person who signed such Note had not ceased to be such
Authorized Officer. In addition, any Note may be signed on behalf of the Company by such persons
as, at the actual date of the execution of such Note, shall be Authorized Officers of the Company,
although at the date of the execution of this Indenture any such person was not such an Authorized
Officer.



     The Indenture Trustee may conclusively rely on the documents delivered pursuant to Sections
2.01, 2.02 and 2.06 hereof (unless revoked by superseding comparable documents) as to the
authorization of the Court of Directors of any Notes delivered hereunder, the legality, binding
effect and enforceability thereof and the form and terms thereof, and as to the authority of the
instructing officers referred to in this Section so to act.



28









 





     Section 2.06 Authentication and Delivery of Notes.



     (a) At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Global Notes or Definitive Notes, without interest coupons, of any series
executed by the Company to the Indenture Trustee for authentication by the Indenture Trustee
together with an Issuance Order for the authentication and delivery of such Notes, and the
Indenture Trustee shall authenticate and deliver such Notes in accordance with such Issuance Order.
A Company Order may specify that written instructions to the Indenture Trustee as to the
authentication and delivery of Notes may be given on behalf of the Company by any Person designated
in such Company Order, and the Indenture Trustee may conclusively rely on any such instructions as
if given by the Company until such authorization is expressly revoked by a subsequent Company
Order. The Company Order may specify such other procedures as shall be acceptable to the Indenture
Trustee for the authentication and delivery from time to time of Notes of a series that are not to
be originally issued at one time (a “Periodic Offering”). If the form or forms or terms of
the Notes of the series have been established by or pursuant to one or more Court Resolutions,
supplemental indentures or Issuance Orders as permitted by Sections 2.01 and 2.02, in
authenticating such Notes, and accepting the additional responsibilities under this Indenture in
relation to such Notes, the Indenture Trustee shall be entitled to receive upon its request, and
(subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating:




     (1) that such form or forms have been established in conformity with the
provisions of this Indenture;




     (2) that such terms have been, or in the case of Notes of a series offered in
a Periodic Offering, will be, established in conformity with the provisions of this
Indenture, subject, in the case of Notes of a series offered in a Periodic
Offering, to any conditions specified in such Opinion of Counsel; and




     (3) that such Notes, when authenticated and delivered by the Indenture Trustee
and issued by the Company in the manner and subject to any conditions specified in
such Opinion of Counsel, will constitute valid and legally binding obligations of
the Company enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors’ rights and to general
equity principles.



     Notwithstanding any contrary provisions of Section 2.01 or 2.02 or this Section 2.06, if all
Notes of a series are not to be originally issued at one time, it shall not be necessary to deliver
the Opinion of Counsel otherwise required upon the authentication of each Note of such series if
such Opinion of Counsel is delivered at or prior to the authentication upon original issuance of
the first Note of such series to be issued.



29









 





     With respect to Notes of a series offered in a Periodic Offering, the Indenture Trustee may
rely, as to the authorization by the Company of any of such Notes, the form or forms and terms
thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of
Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02 of this Section, as
applicable, in connection with the first authentication of such series.



     Notwithstanding any contrary provision of this Section 2.06 and in lieu of receiving or being
required to request from the Company the receipt of the Opinion of Counsel contemplated by this
Section 2.06 in connection with each series of the Notes, the Indenture Trustee shall be entitled
to conclusively rely and shall be fully protected in relying upon the Opinion or Opinions of
Counsel for the Company delivered to the Trustee upon commencement of and upon any increase in the
size of the Company’s Program and upon commencement of and upon any increase in the size of a new
program for the issuance of Notes, as to the due authorization by the Company of and the legality,
validity, binding effect and enforceability of the Notes of all series.



     The Indenture Trustee shall have the right to decline to authenticate and deliver such Notes
under this Section 2.06 if the Indenture Trustee has obtained an Opinion of Counsel reasonably
acceptable to the Company to the effect that the issue of such Note pursuant to this Indenture will
adversely affect the Indenture Trustee’s own rights, duties or immunities under this Indenture or
otherwise or expose the Indenture Trustee to an unreasonable risk of personal liability.



     (b) Having received from the Company the documents referred to in Sections 2.02(b) and 2.06(a)
(to the extent applicable), including the Issuance Order for the authentication and delivery of
such Notes, on or before 10:00 A.M., The City of New York time, on the Issuance Date in relation to
such Notes (unless otherwise agreed by the parties), the Indenture Trustee shall authenticate and
deliver the relevant Global Note to the relevant custodian for DTC and/or any other relevant
Clearing System or otherwise in accordance with such Clearing System’s procedures. The Registrar
shall give instructions to DTC and/or any other relevant Clearing System to credit Notes
represented by a Global Note registered in the name of a nominee for such Clearing System, to the
Registrar’s distribution account and to hold each such Note to the order of the Company pending
delivery to the purchasing agent(s) on a delivery against payment basis (or on such other basis as
shall have been agreed between the Company and the purchasing agent(s) and notified to the
Registrar) in accordance with the normal procedures of DTC or such other Clearing System, as the
case may be, and, following payment (unless otherwise agreed by the parties), to debit the Notes
represented by such Global Note to such securities account(s) as shall have been notified in
writing to the Registrar by the Company. The Indenture Trustee shall on the Issuance Date in
respect of such Notes, and upon receipt of funds from the purchasing agent(s), transfer, or cause
to be transferred, the proceeds of issue (net of any applicable commissions, fees or like



30









 




amounts specified in writing by the Company) to or as directed by the Company. It is
understood that the preceding two sentences are applicable only to Periodic Offerings.




     If no such securities account(s) shall have been specified, or such Notes are not intended to
be cleared through any Clearing System, the Registrar shall authenticate and make available at its
specified office on the Issuance Date in respect of the Notes the relevant Global Note or the
relevant Definitive Notes, as the case may be, duly executed and made available to the Registrar by
the Company.



     (c) Each Note shall be dated the date of its authentication.



     (d) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose unless there appears on such Note a Certificate of Authentication substantially in
the form provided for in Section 2.06(e) (the “Certificate of Authentication”), executed by
the Indenture Trustee by manual signature of one of its authorized signatories, and such
Certificate of Authentication upon any Note shall be conclusive evidence, and the only evidence,
that such Note has been duly authenticated and delivered hereunder.



     (e) The Certificate of Authentication shall be in substantially the following form:



     This is one of the Notes of The Governor and Company of the Bank of Ireland referred to in the
within-mentioned Indenture.


Dated:




	 	 	 	 	 
	 	The Bank of New York Mellon,

as Indenture Trustee

 	 
	 	By:  	 	 
	 	 	authorized signatory 	 
	 	 	 	 
	 




     In case any authorized signatory of the Indenture Trustee who shall have signed any of the
Notes shall cease to be such authorized signatory before the Note so signed shall be delivered by
the Indenture Trustee or the Company or disposed of by the Company, such Note nevertheless may be
delivered or disposed of as though the person who signed such Note had not ceased to be such
authorized signatory of the Indenture Trustee. In addition, any Note may be signed on behalf of
the Indenture Trustee by such persons as, at the actual date of the execution of such Note, shall
be authorized



31









 




signatories of the Indenture Trustee, although at the date of the execution of this Indenture
any such person was not such an authorized signatory.




     In authenticating Notes hereunder, the Indenture Trustee shall be entitled to conclusively
assume that any Note authenticated by it has been duly executed on behalf of, and is a legal,
valid, binding and enforceable obligation of, the Company and is entitled to the benefits of this
Indenture.



     Section 2.07 Registration. All Notes shall be issued in fully registered form only,
without coupons, and may be represented either as Global Notes or Definitive Notes. Unless
otherwise specified in the applicable Note, Global Notes will be registered in the name of a
nominee for, and deposited with, a custodian for DTC. The Registrar shall maintain a register
(herein sometimes referred to as the “Register”) in which, subject to such reasonable
regulations as it may prescribe, the Registrar shall provide for the registration of the Notes and
registration of transfer of the Notes. The Register shall be in written form in English or in any
other form capable of being converted into such form within a reasonable time. The Indenture
Trustee is hereby initially appointed as the Registrar. In the event that the Indenture Trustee
shall not be the Registrar, it shall have the right to examine the Register at all reasonable
times. The Company, the Indenture Trustee, Registrar, Paying Agent or any other Agent may become
the owner or pledgee of Notes and may deal with the Notes with the same rights of any other Holder
of such Notes.



     Section 2.08 Transfer.



     (a) Subject to Sections 2.01(c) and (d), (A) upon surrender for registration of
transfer of any Note in accordance with its terms, the Company shall execute, and the Indenture
Trustee shall authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Notes of the same series denominated as authorized in or pursuant to this
Indenture, of a like aggregate principal amount bearing a number not contemporaneously outstanding
and containing identical terms and provisions and (B) at the option of the Holder, Notes
may be exchanged, in accordance with their terms, for other Notes of the same series containing
identical terms and provisions, in any authorized denominations, and of a like aggregate principal
amount, upon surrender of the Notes to be exchanged at the Office or Agency of the Indenture
Trustee. Whenever any Notes are surrendered for exchange as contemplated by this Section 2.08(a),
the Company shall execute, and the Indenture Trustee shall authenticate and deliver, the Notes
which the Holder making the exchange is entitled to receive. Beneficial interests in Global Notes
may be transferred or exchanged only through the Depositary. No Global Note may be transferred
except as a whole by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or another nominee of the Depositary to a successor of the
Depositary or a nominee of a successor to the Depositary. With respect to any Global Note, the
Depositary or its nominee is the Holder of such Global Note for the purposes of this Indenture.
Except as set forth in



32









 




Section 2.01(c), the beneficial owners of any Global Note will not be entitled to receive
Definitive Notes and shall not be considered “Holders” under this Indenture.




     (b) All Notes issued upon a registration of transfer or exchange of Notes shall be the valid
obligations of the Company evidencing the same debt and entitling the Holders thereof to the same
benefits under this Indenture as the Notes surrendered upon such registration of transfer or
exchange.



     (c) No service charge shall be made for any registration of transfer or exchange of Notes, but
the Indenture Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of transfer or exchange
of Notes.



     Section 2.09 Mutilated, Destroyed, Lost and Stolen Notes.



     (a) If (i) any mutilated Note is surrendered to the Indenture Trustee directly or
through any Paying Agent or (ii) in the case of an alleged destroyed, lost or stolen Note,
the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of
such Note and there is delivered to the Indenture Trustee, the Registrar and the Company such
security or indemnity as may be required by the Indenture Trustee, the Registrar or the Company to
save the Indenture Trustee, the Registrar and the Company harmless, then in either case, the
Company shall execute and the Indenture Trustee shall authenticate and deliver, in exchange for or
in lieu of such mutilated, destroyed, lost or stolen Note, a new Note of the same series, maturity,
tenor and principal amount as such mutilated, destroyed, lost or stolen Note, bearing a number not
contemporaneously outstanding; provided, however, that if any such mutilated,
destroyed, lost or stolen Note shall have become or shall be about to become due and payable,
instead of issuing a new Note, the Company may pay such Note without surrender of such Note, except
that any mutilated Note shall be surrendered.



     (b) Upon the issuance of any new Note, under this Section 2.09, the Indenture Trustee or the
Company may require the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other reasonable expenses (including the fees and
expenses of the Indenture Trustee, the Registrar or any Paying Agent) connected therewith.



     (c) Every new Note issued pursuant to this Section 2.09 in lieu of any destroyed, lost or
stolen Note shall constitute a separate obligation of the Company, whether or not the destroyed,
lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other Notes duly issued
hereunder. The provisions of this Section 2.09 are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes.



33









 





     Section 2.10 Payment of Interest; Rights to Interest Preserved.



     (a) Each Note shall bear interest at a rate and on terms stated in such Note.



     (b) Except as otherwise contemplated by Section 2.02 with respect to any series of Notes, the
Company has no obligation to make any payments of interest with respect to any series of Notes
other than on a Compulsory Interest Payment Date and failure to make any such payment on any
Interest Payment Date that is not a Compulsory Interest Payment Date shall not constitute a default
by the Company for any purpose.



     (c) Except as otherwise contemplated by Section 2.02 with respect to any series of Notes,
payments of interest or Arrears of Interest on any Notes which are payable, and are paid or duly
provided for, on any Interest Payment Date shall be paid to the Holder on the Regular Record Date
for such payment. Any payment of Arrears of Interest on a Note which is not made on an Interest
Payment Date or on the Maturity Date shall be made to the Holder on the record date established by
the Company for such purpose pursuant to Section 2.10(e) (the “Special Record Date”).



     (d) “Arrears of Interest” means any payments in respect of the Notes of a series not
paid on any applicable Interest Payment Date, together with any other payments in respect of the
Notes of such series not paid on any other Interest Payment Date, so long as the same remain
unpaid, Arrears of Interest will accumulate until paid, but will not bear interest.



     (e) Arrears of Interest may be paid at the option of the Company in whole or in part at any
time on not less than seven (7) days’ notice to the Indenture Trustee. If notice is given by the
Company of its intention to pay the whole or part of the Arrears of Interest on the Notes of any
series, the Company shall be obliged (subject to Section 12.01(a)) to do so upon the expiration of
such notice; provided, however, that all Arrears of Interest in respect of all
Notes of such series for the time being Outstanding shall (subject to Section 12.01(a)) become due
and payable in full on whichever is the earliest of (i) the date on which a dividend or
other distribution is next declared, paid or made on any class of the Company’s stock or share
capital, (ii) the date fixed for any redemption of such Notes or (iii) the
commencement of the winding-up of the Company. Where Arrears of Interest in respect of the Notes of
any series are paid in part, each part payment shall be in respect of the full amount of Arrears of
Interest accrued relating to the Interest Payment Date or consecutive Interest Payment Dates in
respect of such Notes furthest from the date of payment.



     (f) Except in connection with a transaction permitted by Article 6, if an order is made or an
effective resolution is passed for the winding-up in Ireland of the Company, the Company shall, in
lieu of any other payment on the Notes, but subject to Section 12.01(a), be obliged to pay, in
respect of the Notes, such amounts as would have been payable if the Holders of such Notes had, on
the day preceding the commencement of



34









 




such winding-up, become holders of preference stock or shares in the capital of the Company
forming or being part of a class having a preferential right in the winding-up over the holders of
all other classes of stock or shares in the capital of the Company and entitled to receive in such
winding-up an amount equal to the Redemption Price together with any interest accrued but unpaid
since the Interest Payment Date next preceding or coinciding with the commencement of such
winding-up, and Arrears of Interest.




     Section 2.11 Cancellation. All Notes surrendered for payment, registration of
transfer or exchange shall, if surrendered to any Person other than the Indenture Trustee, be
delivered to the Indenture Trustee and shall be promptly cancelled by it. The Company may at any
time deliver to the Indenture Trustee for cancellation any Note previously authenticated and
delivered hereunder that the Company may have acquired in any manner whatsoever, and all Notes so
delivered shall be promptly cancelled by the Indenture Trustee. No Notes shall be authenticated in
lieu of or in exchange for any Notes cancelled as provided in this Section 2.11 except as expressly
permitted by this Indenture. All cancelled Notes held by the Indenture Trustee shall be disposed
of by the Indenture Trustee in accordance with its customary procedures, unless the Company shall
otherwise direct by a Company Order.



     Section 2.12 Persons Deemed Owners. Prior to due presentment for registration of
transfer of any Note, the Company, the Indenture Trustee, the Registrar, the Paying Agent, any
Agent and any other agent of the Company or of the Indenture Trustee may treat the Person in whose
name such Note is registered as the owner of such Note for the purpose of receiving payment of the
principal of, any premium or (subject to Section 2.10) interest and Arrears of Interest on such
Note, and for all other purposes whatsoever, whether or not such Note shall be overdue, and, except
as otherwise required by applicable law, none of the Company, the Indenture Trustee, the Registrar,
the Paying Agent, any Agent or any other agent of the Company or of the Indenture Trustee shall be
affected by notice to the contrary.



     Section 2.13 Temporary Notes. Pending the preparation of Definitive Notes, the
Company may execute and deliver to the Indenture Trustee, and upon Company Order the Indenture
Trustee shall authenticate and deliver, in the manner provided in Sections 2.05 and 2.06, temporary
Notes in lieu thereof which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the Definitive Notes in
lieu of which they are issued, in registered form with such appropriate insertions, omissions,
substitutions and other variations as the officers of the Company executing such Notes may
determine, as conclusively evidenced by their execution of such Notes.



     If temporary Notes are issued, the Company shall cause Definitive Notes to be prepared without
unreasonable delay. After the preparation of Definitive Notes, the temporary Notes shall be
exchangeable for Definitive Notes of the same series and tenor upon surrender of the temporary
Notes at an Office or Agency, without charge to the



35









 




Holder. Upon surrender for cancellation of any one or more temporary Notes the Company shall
execute and the Indenture Trustee shall authenticate and deliver in exchange therefor a like
principal amount of Definitive Notes of authorized denominations and the same series and tenor.
Until so exchanged the temporary Notes shall in all respects be entitled to the same benefits under
this Indenture as Definitive Notes.




ARTICLE 3




Covenants, Representations and Warranties




     Section 3.01 Payment of Principal and any Premium and Interest.



     (a) The Company covenants and agrees, for the benefit of the Holders of Notes, that it will
pay or cause to be paid to the Paying Agent on or before the date on which any payment becomes due,
an amount equal to the amount of principal, premium, if any, and interest and Arrears of Interest
payable in respect of the Notes then becoming due in respect of such Notes.



     (b) An installment of principal, premium, if any, or interest or Arrears of Interest payable
in respect of the Notes shall be considered paid on the date it is due if the Company has
deposited, or caused to be deposited, with the Paying Agent by such date money designated for, and
capable of being applied towards, and sufficient to pay the installment.



     Section 3.02 Agreements of the Paying Agent. The Paying Agent, and, if acting as
Paying Agent, the Company, agree that:




     (a) If the Company shall at any time act as its own Paying Agent with respect to any
series of Notes, it will, on or before each due date of principal and premium, if any, or
interest or Arrears of Interest payable in respect of the Notes, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum sufficient to pay such
principal, premium, if any, and interest and Arrears of Interest so becoming due and
payable in respect of the Notes until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Indenture Trustee of its action
or failure so to act.




     (b) The Paying Agent shall be entitled to deal with each amount paid to it hereunder
in the same manner as other amounts paid to it as a banker by its customers provided that:




     (i) the Paying Agent shall not, against the Company or any Holder of a Note,
exercise any lien, right of set-off or similar claim in



36









 







respect thereof (except as otherwise provided or permitted under this
Indenture);




     (ii) the Paying Agent shall not be liable to any person for interest thereon;




     (iii) the Paying Agent need not segregate any money held by it except as
required by law or as otherwise provided under this Indenture; and




     (iv) the Paying Agent shall comply with the provisions of Sections 317(b) of
the Trust Indenture Act and agrees that it will, during the continuance of any
default by the Company in the making of any payment in respect of Notes of a series
(or a default by any other obligor upon such Notes), upon the written request of
the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held in
trust by such Paying Agent for payment in respect of such Notes.




     (c) The Paying Agent shall pay or cause to be paid by transfer of immediately
available funds in the Specified Currency to Holders all money received by the Paying Agent
for such purpose from the Company pursuant to Section 3.01. In the event a Note is issued
between a Regular Record Date or Special Record Date and the related Interest Payment Date
or related proposed date for payment, as the case may be, interest for the period beginning
on the original issue date for such Note or the previous Interest Payment Date, as the case
may be, and ending on the subject Interest Payment Date, and Arrears of Interest, as the
case may be, will be paid on the Interest Payment Date following the next succeeding
Regular Record Date to the Holder of such Note on such next succeeding Regular Record Date.
With respect to Global Notes, the Paying Agent shall pay principal, premium, if any,
interest, Arrears of Interest and any other amounts due on such Global Notes in accordance
with the arrangements established by and between the Paying Agent and the Depositary.
Notwithstanding anything herein to the contrary, payments of principal in respect of
Definitive Notes shall be made as provided in or pursuant to this Indenture against
presentation and surrender of the relevant Definitive Notes at the designated office of the
Paying Agent, as provided herein or in the applicable Definitive Note. Notwithstanding
anything herein to the contrary, interest and Arrears of Interest on Definitive Notes shall
be paid to the person shown in the applicable Register at the close of business on the
Regular Record Date or Special Record Date, as applicable, as provided in or pursuant to
this Indenture on or before the due date for payment thereof. Notwithstanding anything
herein to the contrary, payments of interest and Arrears of Interest on each Definitive
Note shall be made in the currency in which such payments are due by check mailed to the
Holder (or to the first named of joint Holders) of such Definitive Note



37









 







registered as such as of the applicable record date at its address appearing in the
applicable Register. Upon application by a Holder of at least $10,000,000 in aggregate
principal amount of Notes of a series (or its equivalent in the Specified Currency other
than U.S. Dollars) to the specified office of the Paying Agent at least five (5) Business
Days before the requested payment is due, such payment of interest or Arrears of Interest
may be made by transfer to an account in the Specified Currency maintained by the payee
with a bank in the applicable Principal Financial Center or, in the case of Definitive
Notes denominated in Euro, in a city in which banks have access to the TARGET System. All
money paid to the Paying Agent by the Company in respect of any Note shall be held by the
Paying Agent from the moment when such money is received until the time of actual payment
thereof, for the persons entitled thereto, and shall be applied in accordance with Section
3.02, subsections (c) through (i); provided that the obligation of the Paying Agent
to hold such money shall be subject to the provisions of Section 3.07.




     (d) The Paying Agent acting through its specified office shall make payments of
principal, premium, if any, and interest and Arrears of Interest in respect of any Notes in
accordance with the terms thereof and of this Indenture, provided that such Paying Agent
shall not be obliged (but shall be entitled) to make such payments if it is not able to
establish that it has received (whether or not at the due time) the full amount of the
relevant payment due to it under Section 3.01(a). Payment of any redemption amount
(together with accrued interest and Arrears of Interest, if any) due in respect of Notes
will be made against presentation and surrender of the relevant Notes at the specified
office of the Paying Agent, subject to Section 2.04. Payment of amounts (whether
principal, interest, Arrears of Interest or otherwise) due in respect of the Notes will be
paid by the Paying Agent to the Holder thereof (or, in the case of joint Holders, the first
named) which shall be the person appearing as Holder in the Register as at the close of
business (local time in the place of the specified office of the Registrar) on the Regular
Record Date or the Special Record Date, as the case may be.




     (e) The Paying Agent shall not exercise any lien, right of set-off or similar claim
against any person to whom it makes any payment under subsection (d) in respect thereof,
nor shall any commission or expense be charged by it to any such person in respect thereof.




     (f) If a Paying Agent makes any payment in accordance with subsection (d), it shall be
entitled to appropriate for its own account out of the funds received by it under Section
3.01(a) an amount equal to the amount so paid by it.



38









 






     (g) If a Paying Agent makes a payment in respect of the Notes at a time at which it
has not received the full amount of the relevant payment due to it under Section 3.01(a)
and is not able to reimburse itself out of funds received by it under Section 3.01(a)
therefor by appropriation under subsection (f) the Company shall from time to time on
demand pay to the Paying Agent for its own account:




     (i) the amount so paid out by such Paying Agent and not so reimbursed to it;
and




     (ii) interest on such amount from the date on which such Paying Agent made
such payment until the date of reimbursement of such amount;




provided that any payment made under subsection (i) directly above shall satisfy
pro tanto the Company’s obligations under Section 3.01(a).




     (h) Interest shall accrue for the purpose of paragraph (ii) of subsection (g) (as well
after as before judgment) on the basis of a year of 360 calendar days and the actual number
of days elapsed and at the rate per annum which is the aggregate of one percent per annum
and the rate per annum specified by the Paying Agent as reflecting its cost of funds for
the time being in relation to the unpaid amount.




     (i) If at any time and for any reason a Paying Agent makes a partial payment in
respect of any Note surrendered for payment to it, such Paying Agent shall endorse thereon
and in the Register a statement indicating the amount and date of such payment.



     Section 3.03 Maintenance of Office or Agency.



     (a) The Company will maintain in the Place of Payment an Office or Agency where Notes may be
presented or surrendered for payment, where Notes may be surrendered for registration of transfer
or exchange and where notices and demands to or upon the Company in respect of any Notes and this
Indenture may be served; provided, however, that if Notes of any series are listed
on any Stock Exchange and the rules of such Stock Exchange shall so require, the Company shall
maintain an Office or Agency in any other required city so long as such Notes are listed on such
Stock Exchange. The Company will give prompt written notice to the Indenture Trustee of the
location, and any change in the location, of such Office or Agency. If at any time the Company
shall fail to maintain any such required Office or Agency or shall fail to furnish the Indenture
Trustee with the address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Indenture Trustee and the Company hereby appoints
the Indenture Trustee as its agent to receive such respective presentations, surrenders, notices
and demands. The Company shall promptly notify the



39









 




Indenture Trustee of the name and address of each Paying Agent appointed by it and will notify
the Indenture Trustee of the resignation or termination of any Paying Agent.




     (b) The Company may also from time to time designate one or more other Offices or Agencies
where Notes may be presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain the Offices or
Agencies for Notes in the Place of Payment for the foregoing purposes. The Company shall give
prompt written notice to the Indenture Trustee of any such designation or rescission and of any
change in the location of any such Office or Agency.



     (c) Unless otherwise provided in or pursuant to this Indenture, the Company hereby appoints
the Indenture Trustee as Paying Agent, Registrar, Transfer Agent and Calculation Agent.



     Section 3.04 Duties of the Agents.



     (a) The Company shall provide to the Paying Agent (unless the Company is acting as its own
Paying Agent) sufficient copies of all documents required to be available for inspection as
provided in the Registration Statement or the applicable Note.



     (b) To the extent permitted by applicable law, the Paying Agent shall make available for
inspection during normal business hours at its specified office such documents as may be specified
as so available in the Registration Statement or the applicable Note, or as may be required by any
Stock Exchange on which such Notes may be listed.



     (c) Notwithstanding anything to the contrary, the Company shall be solely responsible for
ensuring that each Note to be issued or other transactions to be effected hereunder shall comply
with all applicable laws and regulations of any governmental or other regulatory authority in
connection with any Note and that all necessary consents and approvals of, notifications to and
registrations and filings with, any such authority in connection therewith are effected, obtained
and maintained in full force and effect.



     (d) The Paying Agent shall collect all forms from Holders or, in the case of Notes held in a
Clearing System, from the relevant Clearing System, that are required to exempt payments under the
Notes from United States federal income tax withholding. The Paying Agent shall (i)
withhold from each payment hereunder or under any Note any and all United States federal or state
withholding taxes applicable thereto as required by law and (ii) file any information
reports as it may be required to file under applicable law.



40









 





     (e) Each Agent shall be obligated to perform such duties and only such duties as are set out
in this Indenture and no implied duties or obligations shall be read into this Indenture against
such Agent.



     (f) Each Agent shall be protected and shall incur no liability for or in respect of any action
taken, omitted or suffered in reliance upon any instruction, request or order from the Company
(however, the foregoing portion of this clause (f) shall not apply to the Company acting as its own
Paying Agent or Calculation Agent), or any notice, resolution, direction, consent, certificate,
affidavit, statement, facsimile, telex or other paper or document (duly signed or which it believes
in good faith to have been duly signed, where applicable) which it believes in good faith to be
genuine and to have been delivered, signed or sent by the proper party or parties.



     (g) Each Agent and any of its officers, directors, employees or controlling persons may become
the owner of, or acquire any interest in any Note, with the same rights that it, he or she would
have if it, he or she were not appointed under this Indenture, and may engage or be interested in,
any financial or other transaction with the Company, or may act as depositary, trustee or agent for
any committee or body of Holders, as freely as if it, he or she were not appointed under this
Indenture.



     (h) Each Agent may consult with legal and other professional advisers and the opinion of the
advisers shall be full and complete protection in respect of action taken, omitted or suffered
under this Indenture in good faith and in accordance with the opinion of the advisers (however, the
foregoing portion of this clause (h) shall not apply to the Company acting as its own Paying Agent
or Calculation Agent).



     (i) Under no circumstances will the Paying Agent or any other Agent be liable to the Company,
the Holders or any other party to this Indenture, for special, indirect or consequential loss, or
damages of any kind whatsoever (including, but not limited to, punitive damages, lost profits or
indirect loss), even if the Paying Agent or other Agent has been advised of the likelihood of such
loss or damage and regardless of the form of action.



     Section 3.05 Duties of the Transfer Agent. If and to the extent specified in the
terms and conditions of Notes of a series or if otherwise requested by the Company or Indenture
Trustee, the Transfer Agent shall in compliance with such Notes and this Indenture:



     (a) Receive requests from Holders of such Notes for the transfer of Definitive Notes, inform
the Registrar in writing of the receipt of such requests, forward the deposited Definitive Notes to
or to the order of the Registrar and assist in the issuance of a new Definitive Notes, and in
particular, without limitation, notify the Registrar in writing of (i) the name and address
of the Holder of the Definitive Notes, (ii) the serial number and principal amount of the
Definitive Notes, (iii) in the case of a transfer of a



41









 




portion of a Note only, the principal amount of the Definitive Note to be so transferred and
(iv) the name and address of the transferee to be entered on the Register;




     (b) Make available for collection by each relevant Holder new Definitive Notes;



     (c) Accept surrender of Definitive Notes and assist in effecting final payment of the Notes on
the due date for payment;



     (d) Keep the Registrar informed of all transfers; and



     (e) Carry out such other acts as may reasonably be necessary to give effect to the Notes and
this Indenture.



     Section 3.06 Duties of the Registrar.



     (a) The Registrar shall maintain a Register which shall show the aggregate principal amount
and date of issue of Notes of each series, the names and addresses of the initial Holders thereof
and the dates of all transfers to, and the names and addresses of, all subsequent Holders thereof.



     (b) The Registrar shall, by the issue of new Notes, the cancellation of old Notes and the
making of entries in the Register, give effect to transfers of Notes in accordance with this
Indenture.



     (c) The Company may from time to time deliver to the Registrar Notes of which it is the Holder
for cancellation, whereupon the Registrar shall cancel the same and shall make the corresponding
entries in the Register.



     (d) As soon as reasonably practicable but in any event within ninety (90) days after each date
on which Notes fall due for redemption, the Registrar shall notify the Company of the serial
numbers of any Notes against surrender of which payment has been made and of the serial numbers of
any Notes (and the names and addresses of the Holders thereof) which have not yet been surrendered
for payment.



     (e) The Registrar shall, upon and in accordance with the instructions of the Company but not
otherwise, arrange for the delivery in accordance with this Indenture of any notice which is to be
given to a Holder of Notes and shall supply a copy thereof to each of the Indenture Trustee and the
Paying Agent.



     (f) The Company shall ensure that each Registrar has available to it supplies of such Notes as
necessary in connection with the transfer of Notes and the exchange of Global Notes for Definitive
Notes.



42









 





     (g) The Registrar shall make available, at the request of the Holder of any Note, forms of
proxy in a form and manner which comply with the provisions of this Indenture relating to meetings
and shall perform and comply with the provisions of this Indenture applicable to it.



     (h) The Company shall provide to the Registrar:




     (i) specimen Notes in definitive form; and




     (ii) sufficient copies of all documents required to be available for inspection as
provided in the Registration Statement or the Pricing Supplement in respect of Notes of a
series, as may be required by any Stock Exchange on which such Notes may be listed, or as
may be required by applicable law.



     (i) The Registrar shall make available for inspection during normal business hours at its
specified office such documents as may be specified as so available at the specified office of such
Registrar, as may be required by any Stock Exchange on which Notes of a series may be listed, or as
may be required by applicable law.



     (j) The Registrar shall provide the Paying Agent and/or Indenture Trustee with all such
information in the Registrar’s possession with respect to Notes of a series as the Paying Agent or
the Indenture Trustee, as the case may be, may reasonably require in order to perform the
obligations set out in this Indenture.



     (k) The Registrar shall ensure that in no event shall Definitive Notes be exchanged for Global
Notes.



     Section 3.07 Unclaimed Money. Any money or payment in respect of Government
Obligations deposited with the Indenture Trustee, the Registrar or the Paying Agent, or then held
by the Company in trust, for the payment of the principal of, premium, if any, or interest or
Arrears of Interest on any Note and remaining unclaimed for two years after such principal or any
such premium or interest or Arrears of Interest had become due and payable shall, unless otherwise
required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, be
paid to the Company pursuant to a Company Order or, if then held by the Company, shall be
discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the Indenture Trustee,
the Registrar and the Paying Agent with respect to such trust money and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Indenture Trustee, the Registrar or the Paying Agent, before being required to make any such
repayment, may cause to be published once, in an Authorized Newspaper in each Place of Payment or
to be mailed to Holders, or both, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than thirty (30)



43









 




days from the date of such publication or mailing, any unclaimed balance of such money then
remaining will be repaid to the Company.




     Section 3.08 Annual Statement as to Compliance.



     (a) On or before the first (1st) day of December in each calendar year, commencing on the
first such date following the Issuance Date of the first series of Notes issued under this
Indenture, the Company shall deliver to the Indenture Trustee in compliance with Section 314(a)(4)
of the Trust Indenture Act an Officer’s Certificate stating, as to each signer thereof, that in the
course of the performance by each signer of such Officer’s Certificate of his or her present duties
as an officer of the Company, such signer would normally obtain knowledge or have made due inquiry
as to the existence of any condition or event which would constitute a Default or Event of Default
and that to the best of such signer’s knowledge, based on such review:




     (i) a review of the fulfillment by the Company and during such year of its obligations
under this Indenture has been made under the supervision of such signer; and




     (ii) the Company has fulfilled in all material respects its obligations under this
Indenture throughout such year, or, if there has been a Default or Event of Default in the
fulfillment of any such obligation, specifying each such Default or Event of Default known
to such signer and the nature and status thereof.



     (b) The Company, pursuant to Section 314(a) of the Trust Indenture Act, shall:




     (i) file with the Indenture Trustee, within fifteen (15) days after the Company is
required to file the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of the
foregoing as the Commission may from time to time by rules and regulations prescribe) which
the Company may be required to file with the Commission pursuant to Section 13 or Section
15(d) of the Securities Exchange Act; or, if the Company is not required to file
information, documents or reports pursuant to either of said sections, then it shall file
with the Indenture Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to Section 13 of the
Securities Exchange Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and regulations;
provided that if, pursuant to any publicly available interpretations of the
Commission, the Company would not be required to make such filings under Section 314(a) of
the Trust Indenture Act, then the Company shall not be required to make such filings.



44









 






     (ii) file with the Indenture Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such additional information,
documents and reports with respect to compliance by the Company, with the conditions and
covenants of this Indenture as may be required from time to time by such rules and
regulations; and




     (iii) transmit to Holders within thirty (30) days after the filing thereof with the
Indenture Trustee, in the manner and to the extent provided in Section 313(c) of the Trust
Indenture Act, such summaries of any information, documents and reports required to be
filed by the Company pursuant to paragraphs (i) and (ii) of this Section 3.08(b) as may be
required by rules and regulations prescribed from time to time by the Commission.



     (c) The Company shall comply with the provisions of Section 314(c) of the Trust Indenture Act.



     Section 3.09 Existence. Subject to Article 6, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate existence and all
licenses and permits material to the normal conduct of its business; provided,
however, that the Company shall not be required to preserve any such right or franchise if
the Court of Directors shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company and that the loss thereof is not disadvantageous in any
material respect to the Holders.



     Section 3.10 Reports; Financial Information; Notices of Defaults.



     (a) The Company shall promptly inform the Indenture Trustee in writing of the occurrence of
any Default or Event of Default which is continuing of which it has actual knowledge. Each notice
given pursuant to this Section 3.10(a) shall be accompanied by an Officer’s Certificate setting
forth details of the occurrence referred to therein and stating what action, if any, the Company
has taken or proposes to take with respect thereto.



     (b) The Company shall collect all forms (or, if applicable, copies of such forms), if any,
from the Paying Agent or Registrar (or from such other persons as are relevant) that are required
to exempt payments under the Notes from United States federal income tax withholding. In addition,
the Company shall execute and file such forms and take such actions for United States federal
income tax purposes as shall be reasonable and necessary to ensure that payments of interest,
Arrears of Interest, principal and premium, if applicable, in respect of any Notes, are not subject
to United States federal withholding or backup withholding tax.



     (c) In accordance with Section 312(a) of the Trust Indenture Act, the Company shall furnish or
cause to be furnished to the Indenture Trustee:



45









 






     (i) semi-annually with respect to Notes not later than the first (1st) day of December
and the first (1st) day of June of each year or upon such other dates as are set forth in
or pursuant to a Company Order or indenture supplemental hereto a list, in each case in
such form as the Indenture Trustee may reasonably require, of the names and addresses of
Holders as of the applicable date, and




     (ii) at such other times as the Indenture Trustee may request in writing, within
thirty (30) days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than fifteen (15) days prior to the time such list
is furnished,


provided, however, that so long as the Indenture Trustee is the Registrar no such
list shall be required to be furnished.




     (d) The Indenture Trustee shall comply with the obligations imposed upon it pursuant to
Section 312 of the Trust Indenture Act.



     Every Holder, by receiving and holding Notes, agrees with the Company and the Indenture
Trustee that neither the Company, the Indenture Trustee, the Paying Agent or the Registrar shall be
held accountable by reason of the disclosure of any such information as to the names and addresses
of the Holders in accordance with Section 312(c) of the Trust Indenture Act, regardless of the
source from which such information was derived, and that the Indenture Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under Section 312(b) of
the Trust Indenture Act.



     (e) (i) On or before the first (1st) day of December of each year, if required by Section
313(a) of the Trust Indenture Act, the Indenture Trustee shall transmit, pursuant to Section 313(c)
of the Trust Indenture Act, a brief report dated as of the previous October 1 with respect to any
of the events specified in said Section 313(a) of the Trust Indenture Act which may have occurred
within the previous 12 months or the date of this Indenture, if later.




     (ii) The Indenture Trustee shall transmit, pursuant to Section 313(c) of the Trust
Indenture Act, the reports required by Section 313(b) of the Trust Indenture Act at the
times specified therein.




     (iii) Reports pursuant to this Section shall be transmitted in the manner and to the
Persons required by Sections 313(c) and 313(d) of the Trust Indenture Act.




     (iv) The Company will promptly notify the Indenture Trustee when any Notes are
initially listed on any Stock Exchange.



46









 





     Section 3.11 Payment of Taxes and Other Claims. The Company will pay or discharge or
cause to be paid or discharged, before the same shall become delinquent, (1) all taxes,
assessments and governmental charges levied or imposed upon the Company or upon the income, profits
or property of the Company and (2) all lawful claims for labor, materials and supplies
which, if unpaid, might by law become a lien upon the property of the Company; provided,
however, that the Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings or where the failure to effect such
payment is not adverse in any material respect to the Holders of the Notes.



     Section 3.12 Withholding Tax and Payment of Additional Amounts.



     (a) All payments of principal and/or interest and/or Arrears of Interest in respect of the
Notes shall be made without withholding or deduction for or on account of any present or future
tax, duty or charge of whatsoever nature (the “Taxes”) imposed or levied by or on behalf of
Ireland, or any political subdivision or any authority thereof or therein having the power to tax
(each a “Taxing Jurisdiction”), unless such withholding or deduction is required by law. In
that event, unless the applicable Note provides otherwise, the Company will pay such additional
amounts (the “Additional Amounts”) as will result (after such withholding or deduction) in the
receipt by the Holders of such Notes of such sums which would have been received (in the absence of
such withholding or deduction) from the Company in respect of such Notes, except that no
such Additional Amounts shall be payable in respect of any Note:




     (i) to, or on behalf of, a Holder (or beneficial owner) of such Note who is liable for
any such Taxes in respect of such Note by reason of having some connection with a Taxing
Jurisdiction other than the mere holding or ownership of such Note; and/or;




     (ii) to, or on behalf of, a Holder (or beneficial owner) of such Note who, fails to
comply with any request by the Company or the Paying Agent for any information or
certification concerning the nationality, residence or identity of the Holder or beneficial
owner or any other information or certification required to establish the eligibility of
the Holder to receive the relevant payment without (or at a reduced rate of) withholding or
deduction for or on account of any such Taxes (under then current law, regulation or
practice); and/or;




     (iii) presented for payment more than thirty (30) days after the date on which such
payment becomes due and payable or the date on which payment is duly provided for,
whichever occurs later, except to the extent that the Holder thereof would have been
entitled to such Additional Amounts on presenting the same for payment on the last day of
such period of thirty (30) days (assuming,



47









 







whether or not such is in fact the case, such last day to be an Interest Payment
Date); and/or;




     (iv) where such withholding or deduction is imposed on a payment to, or on behalf of,
an individual and is required to be made pursuant to European Council Directive 2003/48/EC
on the taxation of savings or any law implementing or complying with, or introduced in
order to conform to, such Directive; and/or;




     (v) presented for payment by, or on behalf of, a Holder who would be able to avoid
such withholding or deduction by presenting such Note to another Paying Agent.



     (b) Subject to the foregoing provisions, whenever in this Indenture there is mentioned, in any
context, the payment of the principal of or any premium or interest or Arrears of Interest on, or
in respect of, any Note of any series, such mention shall be deemed to include mention of the
payment of Additional Amounts provided for in this Section to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of
this Section and express mention of the payment of Additional Amounts (if applicable) in any
provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof
where such express mention is not made.



     (c) If the terms of the Notes of a series do not specify that Additional Amounts pursuant to
this Section will not be payable by the Company, at least 10 days prior to the first Interest
Payment Date with respect to that series of Notes, and at least 10 days prior to each date of
payment of principal and any premium or interest or Arrears of Interest if there has been any
change with respect to the matters set forth in the below-mentioned Officer’s Certificate, the
Company will furnish the Indenture Trustee and the Company’s principal Paying Agent or Paying
Agents, if other than the Indenture Trustee, with an Officer’s Certificate instructing the
Indenture Trustee and such Paying Agent or Paying Agents whether such payment of principal of and
any premium or interest or Arrears of Interest on the Notes of that series shall be made to Holders
of Notes of that series without withholding or deduction for or on account of any Taxes imposed by
a Taxing Jurisdiction. If any such withholding shall be required, then such Officer’s Certificate
shall specify by country the amount, if any, required to be withheld on such payments to such
Holders of Notes and the Company will pay to the Indenture Trustee or such Paying Agent or Paying
Agents the Additional Amounts required by this Section. The Company covenants to indemnify each of
the Indenture Trustee and any Paying Agent for, and to hold each of them harmless against, any
loss, liability or expense arising out of or in connection with actions taken or omitted by any of
them in reliance on any Officer’s Certificate furnished pursuant to this Section, except to the
extent that any such loss, liability or expense is due to its own negligence or bad faith.



48









 





     Section 3.13 Ancillary Documents. The Company hereby expressly authorizes and directs
the Indenture Trustee to execute and deliver each of the documents, instruments and agreements
attached as Exhibits or otherwise expressly contemplated by the terms of, this Indenture with
respect to the Notes of any series from time to time.



     Section 3.14 Payment of Stamp Taxes. The Company will pay or discharge or cause to be
paid or discharged all stamp and similar taxes, if any, that may be imposed by any Taxing
Jurisdiction with respect to the execution or delivery of this Indenture or the Notes.



ARTICLE 4




Satisfaction and Discharge; Subrogation




     Section 4.01 Satisfaction and Discharge of Indenture. This Indenture shall cease to
be of further effect with respect to Notes of a series (except as to any surviving rights of
registration of transfer or exchange of Notes herein expressly provided for) and the Indenture
Trustee, on written demand and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to such Notes, when:




     (a) either:




     (i) all such Notes theretofore authenticated and delivered (other than
(x) Notes which have been mutilated, destroyed, lost or stolen and which
have been replaced or paid as provided in Section 2.09 and (y) Notes for
whose payment money has theretofore been deposited in trust or segregated and held
in trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 3.07) have been delivered to the Indenture
Trustee for cancellation; or




     (ii) all such Notes not theretofore delivered to the Indenture Trustee for
cancellation are to be called for redemption within one year under arrangements
satisfactory to the Indenture Trustee for the giving of notice of redemption by the
Indenture Trustee in the name, and at the expense, of the Company, and the Company
has deposited or caused to be deposited with the Indenture Trustee as trust funds:
(1) money; (2) Government Obligations which through the scheduled
payment of principal and interest in respect thereof in accordance with their terms
will provide, not later than one day before the due date of any payment, money; or
(3) a combination thereof, in each case in an amount sufficient to pay and
discharge, and which shall be applied by the Indenture Trustee to pay and
discharge, the entire indebtedness on such Notes not theretofore



49









 







delivered to the Indenture Trustee for cancellation, for principal of, premium, if any, or any interest and Arrears of Interest on, the Notes to the
date of such deposit (in the case of Notes which have become due and payable) or to
the Maturity Date or redemption date, as the case may be; provided that the
Indenture Trustee shall have the right (but not the obligation) to require the
Company to deliver to the Indenture Trustee an opinion of a nationally recognized
firm of independent public accountants expressed in a written certification, or
other evidence satisfactory to the Indenture Trustee, as to the sufficiency of
deposits made by the Company pursuant to this Section 4.01;




     (b) the Company has paid or caused to be paid in full all other sums payable hereunder
by the Company with respect to such Notes; and




     (c) the Company has delivered to the Indenture Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that all conditions precedent herein providing for the
satisfaction and discharge of this Indenture with respect to Notes of such series have been
complied with.



     The Company shall pay and indemnify the Indenture Trustee against any tax, fee or other charge
imposed on or assessed against the Government Obligations deposited pursuant to this Section 4.01
or the principal and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of Notes.



     Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Indenture Trustee under the preceding paragraph and under Section 7.10, and, if
money and/or Government Obligations shall have been deposited with the Indenture Trustee pursuant
to subclause (ii) of Clause (a) of this Section 4.01, the obligations of the Indenture Trustee
under Section 4.02 and Section 3.07 shall survive.



     Section 4.02 Application of Trust Money. Subject to the provisions of Section 3.07,
all money and Government Obligations deposited with the Indenture Trustee pursuant to Section 4.01
and all proceeds of such Government Obligations and the interest thereon shall be held in trust and
applied by it, in accordance with the provisions of the relevant Notes and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Indenture Trustee may determine, to the Persons entitled thereto, of the
principal, premium, if any, and interest and Arrears of Interest for whose payment such money and
Government Obligations, as applicable, have been deposited with or received by the Indenture
Trustee.



50









 





     Section 4.03 Repayment of Funds Held by Paying Agent. In connection with the
satisfaction and discharge of Notes of a series as set forth in Section 4.01 above, all
funds or Government Obligations then held by any Paying Agent under the provisions of this
Indenture that relate to such Notes shall, upon demand of the Company, be repaid to the Company or
paid to the Indenture Trustee and thereupon such Paying Agent shall be released from all further
liability with respect to such funds.



ARTICLE 5




Defaults and Remedies




     Section 5.01 Events of Default. “Event of Default,” wherever used herein,
means any one of the following events with respect to a particular series of Notes (whatever the
reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):




     (a) failure to pay any principal, interest, premium, if applicable, or any other
amounts (other than as permitted under Section 2.10), when due and payable, with respect to
such series of Notes and continuance of such failure for a period of fifteen (15) days;




     (b) an order is made or an effective resolution is passed for the winding-up or
dissolution of the Company, except in connection with a transaction permitted by Article 6;
or




     (c) any other Event of Default with respect to the Notes of such series.



     For purposes of this Section 5.01, a payment will be deemed to be due even if the condition
set out in Section 12.01(a) is not satisfied.



     The Indenture Trustee shall have no right or obligation under this Indenture or otherwise to
exercise any remedies on behalf of the Holders of any Notes in connection with any failure by the
Company to comply with any covenant or warranty of the Company contained in this Indenture (other
than any covenant referred to in Section 5.01(a) or (c)), unless the Indenture Trustee is directed
to exercise such remedies pursuant to and subject to the provisions of Section 5.12. In connection
with any such exercise of remedies, the Indenture Trustee shall be entitled to the same immunities
and protections and remedial rights (other than acceleration) as if such failure to comply were an
Event of Default. The Indenture Trustee shall not be charged with knowledge or notice of any such
failure to comply unless and until it shall have received the foregoing direction under Section
5.12.



51









 





     Section 5.02 Acceleration of Maturity Date; Winding-up; Rescission and Annulment. If
an Event of Default specified in Section 5.01(b) hereof occurs with respect to Notes of a series, the principal of and all accrued and unpaid interest and Arrears
of Interest and any other amounts payable on such Notes shall automatically be and become due and
payable immediately, without any declaration or other act whatsoever on the part of the Company,
the Indenture Trustee or any Holder. If any Event of Default specified in Section 5.01(a) or (c)
hereof occurs with respect to Notes of a series, and is continuing, then in every such case the
Indenture Trustee or the Holders of more than twenty-five percent (25%) in aggregate principal
amount of the Outstanding Notes of such series, by a notice in writing to the Company (and to the
Indenture Trustee if given by the Holders of such Notes), may (but are not required to) declare the
sum of (a) the principal amount of all such Outstanding Notes and (b) any other amounts, including
accrued and unpaid interest, payable to the Holders of such Notes to the extent such amounts are
permitted by applicable law to be paid, to be due and payable immediately, and upon any such
declaration, such amount shall become due and payable on the date the written declaration is
received by the Company.



     If an Event of Default specified in Section 5.01(a) or (c) hereof occurs with respect to the
Notes of any series, as applicable, the Indenture Trustee or the Holders of a majority in aggregate
principal amount of the Outstanding Notes of such series may then also institute proceedings, but
take no other action in respect of such Event of Default, for the winding-up of the Company in
Ireland (but not elsewhere) and prove a claim in such winding-up (or any other winding-up otherwise
instigated) to enforce the obligations of the Company in respect of the Notes of such series.



     At any time after such a declaration of acceleration of maturity of the Notes of a series has
been made pursuant to the second sentence of this Section 5.02 and before a judgment or decree for
payment of the money due has been obtained by the Indenture Trustee as hereinafter provided in this
Article 5, the Holders of Notes representing at least sixty-six and two-thirds percent (66 2/3%) of
the aggregate principal amount of the Outstanding Notes of such series, by written notice to the
Company and the Indenture Trustee, may rescind and annul such declaration and its consequences if:




     (a) the Company has paid or deposited with the Indenture Trustee a sum sufficient to
pay:




     (i) all overdue installments of interest, if any, on the Notes of that series,




     (ii) the principal and premium, if any, of the Notes of that series which have
become due otherwise than by such declaration of acceleration and interest thereon
with respect thereto at the rate borne by such Notes, and



52









 






     (iii) all sums paid or advanced by the Indenture Trustee hereunder; and




     (b) all Events of Default, other than the nonpayment of the principal of or interest
on the Notes of that series which have become due solely as a result of such acceleration,
have been cured or waived as provided in Section 5.13.



     No such rescission shall affect any subsequent Default or Event of Default or impair any right
consequent thereon.



     Section 5.03 Collection of Indebtedness and Suits for Enforcement. If an Event of
Default with respect to a particular series of Notes occurs and is continuing, the Indenture
Trustee may in its discretion, but subject to any restrictions or limitations otherwise contained
in this Indenture, proceed to protect and enforce its rights and the rights of the Holders of such
Notes by such appropriate judicial proceedings as the Indenture Trustee shall deem most effectual
to protect and enforce any such rights, whether for the specific enforcement of any covenant or
agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy.



     Section 5.04 Indenture Trustee May File Proofs of Claim. In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or
other judicial proceeding relative to the Company or any other obligor upon the Notes of any series
or their property or their creditors, the Indenture Trustee (irrespective of whether any Notes of
such series shall then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Indenture Trustee shall have made any demand on the Company for the
payment of any overdue principal, premium or interest and Arrears of Interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,




     (a) to file and prove a claim for the whole amount of principal of, and any premium,
interest and Arrears of Interest owing and unpaid in respect of, the Notes of such series
and to file such other papers or documents as may be necessary or advisable in order to
have the claims of the Indenture Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and
counsel) and of the Holders of Notes of such series allowed in such proceeding; and




     (b) to collect and receive any money or other property payable or deliverable on any
such claims and to distribute the same,


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder of Notes of such series to make
such payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent
to the making of such payments directly to the Holders of



53









 






Notes of such series, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Indenture Trustee, its agents and counsel, and any other amounts due to the Indenture Trustee under Section
7.10.




     Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment, or composition affecting any of the Notes or the rights of any Holder thereof, or to
authorize the Indenture Trustee to vote in respect of the claim of any Holder in any such
proceeding.



     Section 5.05 Indenture Trustee May Enforce Claims Without Possession of Notes. All
rights of action and claims under this Indenture or under any of the Notes of any series may be
prosecuted and enforced by the Indenture Trustee without the possession of any of such Notes or the
production thereof in any proceeding relating thereto, and any such proceeding instituted by the
Indenture Trustee in accordance with the terms hereof shall be brought in its own name as trustee
of an express trust, and any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents
and counsel, be for the ratable benefit of the Holders of Notes of such series in respect of which
such judgment has been recovered.



     Section 5.06 Application of Money Collected. Any money collected by the Indenture
Trustee under this Article 5 with respect to a series of Notes and any moneys that may then be held
or thereafter received by the Indenture Trustee with respect to such Notes shall be applied in the
following order, at the dates and in the manner fixed by the Indenture Trustee and, in case of the
distribution on account of principal or interest or Arrears of Interest, upon presentation of such
Notes, or both, and the notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:




     FIRST, to the payment of all amounts due to the Indenture Trustee under
Section 7.10;




     SECOND, to the payment of the amounts then due and unpaid for principal,
premium, if any, interest, Arrears of Interest and sinking fund payments, if applicable, on
such series of Notes in respect of which or for the benefit of which such amounts have been
collected, ratably, without preference or priority of any kind, according to the amounts
due and payable on such Notes for principal, premium, if any, interest, Arrears of Interest
and sinking fund payments, if applicable, respectively; and




     THIRD, any remaining balance shall be returned to the Company.



54









 





     Section 5.07 Certain Rights of Holders. Except as otherwise provided in Sections 5.02
and 5.08, no Holder of any Note of any series shall have any right to institute any proceedings, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:




     (a) the Holder or Holders of Notes representing not less than twenty-five percent
(25%) of the aggregate principal amount of the Outstanding Notes of that series shall have
made written request to the Indenture Trustee to institute proceedings in respect of such
Event of Default in its own name as Indenture Trustee hereunder;




     (b) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity
or security satisfactory to it against the costs, expenses and liabilities to be incurred
in compliance with such request;




     (c) the Indenture Trustee for sixty (60) days after its receipt of such written
notice, written request and offer of indemnity has failed to institute any such proceeding;
and




     (d) no direction inconsistent with such written request has been given to the
Indenture Trustee during such sixty (60) day period by the Holder or Holders of Notes
representing at least a majority in aggregate principal amount of the Outstanding Notes of
that series;


it being understood and intended that no one or more Holders of Notes of any series shall have any
right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to
affect, disturb or prejudice the rights of any other Holder of Notes of such series or to obtain or
to seek to obtain priority or preference over any other Holder of Notes of such series or to
enforce any right under this Indenture, except in the manner herein provided and for the equal and
ratable benefit of all the Holders of the Notes of such series.




     Section 5.08 Unconditional Rights of Holders to Receive Payments. Notwithstanding any
other provision in this Indenture and subject to Section 316(b) of the Trust Indenture Act, each
Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of
the principal of, any interest and Arrears of Interest on, and premium, if any, on such Note when
due and payable in accordance with the provisions of such Notes and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without the consent of such
Holder.



     Section 5.09 Restoration of Rights and Remedies. If the Indenture Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been determined adversely to
the Indenture Trustee or to such Holder, then and in every



55









 




such case, the Indenture Trustee, the Company and each such Holder shall, subject to any determination in such proceeding, be restored
severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and each
such Holder shall continue as though no such proceeding had been instituted.




     Section 5.10 Rights and Remedies Cumulative. Except as otherwise provided in Section
2.09 with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes, no
right or remedy conferred in this Indenture upon or reserved to the Indenture Trustee or to each
and every Holder is intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to every other right
and remedy given under this Indenture or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy under this Indenture, or otherwise,
shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.



     Section 5.11 Delay or Omission Not Waiver. No delay or omission of the Indenture
Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such right or remedy accruing upon
any Event of Default or an acquiescence therein. Every right and remedy given by this Article 5 or
by law to the Indenture Trustee or to any Holder may be exercised from time to time, and as often
as may be deemed expedient, by the Indenture Trustee or by such Holder, as the case may be.



     Section 5.12 Control by Holders. Holders representing at least a majority of the
aggregate principal amount of the Outstanding Notes of any series who provide the Indenture Trustee
with indemnification satisfactory to the Indenture Trustee shall have the right to direct the time,
method and place of conducting any proceedings for exercising any remedy available to the Indenture
Trustee or exercising any trust or power conferred on the Indenture Trustee with respect to the
Notes of such series; provided, however, that (a) such direction shall not
be in conflict with any rule of law or with this Indenture, (b) the Indenture Trustee may
take any other action deemed proper by the Indenture Trustee that is not inconsistent with such
direction and (c) subject to the provisions of Section 7.01, the Indenture Trustee shall
have the right to decline to follow any such direction if the Indenture Trustee in good faith
shall, by a Responsible Officer or Officers of the Indenture Trustee, determine that the proceeding
so directed would involve the Indenture Trustee in personal liability, to the extent (a) through
(c) does not conflict with Section 316(a) of the Trust Indenture Act.



     Section 5.13 Waiver of Past Defaults. Notwithstanding anything herein to the
contrary, Holders representing a majority of the aggregate principal amount of the Outstanding
Notes of any series may, on behalf of the Holders of all the Notes of such series, waive any past
Default hereunder with respect thereto and its consequences, except a Default:



56









 






     (a) in the payment of any principal of, any interest or Arrears of Interest on, or
premium, if any, on any Note of such series, or




     (b) in respect of a covenant or provision hereof that cannot be modified or amended
without the consent of the Holder of each Outstanding Note of such series.


Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured for every purpose of this Indenture with respect to the Notes of
such series; but no such waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.




     Section 5.14 Undertaking for Costs. All parties to this Indenture agree, and each
Holder, by acceptance of a Note, shall be deemed to have agreed that, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against the Indenture
Trustee for any action taken, suffered or omitted by it as Indenture Trustee, any court may in its
discretion require the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; provided that
the provisions of this Section 5.14 shall not apply (i) to any suit instituted by the
Indenture Trustee or any Agent, (ii) to any suit instituted by any Holder of Notes of a
series, or group of such Holders, holding in the aggregate Notes representing more than ten percent
(10%) of the aggregate principal amount of the Outstanding Notes of such series or (iii) to
any suit instituted by any Holder of Notes of a series for the enforcement of the payment of
principal of, or any installment of interest or Arrears of Interest on any such Note on or after
the dates upon which such payments have become due and payable pursuant to the terms of this
Indenture or of such Note, to the extent that (i) through (iii) do not conflict with Section 315(e)
of the Trust Indenture Act.



     Section 5.15 Waiver of Stay or Extension Laws. The Company covenants that it will not
at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any law wherever enacted, now or at any time hereafter in force, providing for any
appraisement, valuation, stay, extension or redemption, which may affect the covenants in, or the
performance of, this Indenture; and the Company hereby expressly waives all benefit or advantage of
any such law and covenants that it will not hinder, delay or impede the execution of any power
herein granted to the Indenture Trustee but will suffer and permit the execution of every such
power as though no such law had been enacted.



     Section 5.16 Waiver of Immunity. To the extent that the Company or any of its
properties, assets or revenues may have or may hereafter become entitled to, or have attributed to
it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit
or proceeding, from the giving of any relief in any such legal action,



57









 




suit or proceeding, from
set-off or counterclaim, from the jurisdiction of any court, from service of process, from
attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from
execution of judgment or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any
jurisdiction in which proceedings may at any time be commenced, with respect to its obligations,
liabilities or any other matter under or arising out of or in connection with any Note or this
Indenture, the Company hereby irrevocably and unconditionally waives, and agrees not to plead or
claim, any such immunity and consents to such relief and enforcement.




ARTICLE 6




Consolidation, Merger, Conveyance or Transfer




     Section 6.01 Consolidation, Merger, Conveyance or Transfer Only on Certain Terms. The
Company may, without the consent of the Holders of the Notes of any series, consolidate or
amalgamate with or merge into any other Person or convey or transfer or lease its properties and
assets substantially as an entirety to any Person, provided that:



     (a) if the Company is not the survivor in such merger, (i) the Person formed by such
consolidation or amalgamation or into which the Company is merged or the Person which acquires by
conveyance or transfer or which leases the properties and assets of the Company substantially as an
entirety (a) shall be an entity entitled to carry on the business of a bank and (b)
shall expressly assume, by supplemental indenture, executed and delivered to the Indenture Trustee,
in form reasonably satisfactory to the Indenture Trustee, the due and punctual payment of the
principal of (and premium, if any) and interest and Arrears of Interest, if any, on all the Notes
in accordance with the provisions of such supplemental indenture and the performance or observance
of every covenant of this Indenture on the part of the Company to be performed or observed and
(ii) the definition of “Taxing Jurisdiction” shall be amended, if applicable, to replace
Ireland with the jurisdiction in which the successor Person is resident for tax purposes;



     (b) immediately after giving effect to such transaction, no Event of Default and no event
which, after notice or lapse of time or both, would become an Event of Default shall have happened
and be continuing; and



     (c) the Company has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion
of Counsel, each stating that such consolidation, amalgamation, merger, conveyance or transfer and
such supplemental indenture comply with this Article 6 and that all conditions precedent herein
provided for relating to such transaction have been complied with.



     Section 6.02 Successor Person Substituted. Upon any consolidation, amalgamation or
merger or any conveyance or transfer or lease of the properties and



58









 




assets of the Company
substantially as an entirety in accordance with Section 6.01, the successor Person formed by such
consolidation or amalgamation or into which the Company is merged or the Person to which such
conveyance or transfer is made shall succeed to and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person had been named as the Company
herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of
all obligations and covenants under this Indenture and the Notes and may be dissolved.




ARTICLE 7




The Indenture Trustee and Agents




     Section 7.01 Duties of Indenture Trustee and Agents.



     (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise, as a prudent person would exercise or use under the circumstances
in the conduct of his or her own affairs.



     (b) Except during the continuance of an Event of Default, the Indenture Trustee undertakes to
perform only those duties that are specifically set forth in this Indenture and no others, and no
implied covenants or obligations of the Indenture Trustee shall be read into this Indenture.



     (c) No provision of this Indenture shall be construed to relieve the Indenture Trustee or any
Agent from liability for its own negligent action, its own negligent failure to act, or its own
willful misconduct, except that:




     (i) this subsection (c) does not limit the effect of subsection (b) of this Section
7.01;




     (ii) the Indenture Trustee may in good faith rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon certificates or opinions
furnished to it and conforming to the requirements of this Indenture unless a Responsible
Officer of the Indenture Trustee has actual knowledge that such statements or opinions are
false; provided that the Indenture Trustee shall examine such certificates and
opinions to determine whether they conform to the requirements of this Indenture;




     (iii) each of the Indenture Trustee and each Agent shall not be liable for any error
of judgment made in good faith by a Responsible Officer, unless it is proved that the
Indenture Trustee or Agent, as the case may be, was negligent in ascertaining the pertinent
facts;



59









 






     (iv) the Indenture Trustee shall not be liable with respect to any action it takes or
omits to take in good faith in accordance with the direction of Holders
representing at least a majority of the aggregate principal amount of the Outstanding
Notes of any series or pursuant to Section 5.07 for actions or omissions relating to the
time, method and place of conducting any proceeding for any remedy available to the
Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee,
under this Indenture with respect to any Notes; and




     (v) no provision of this Indenture shall require the Indenture Trustee or any Agent to
expend or risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.



     (d) Whether or not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of, or affording protection to, the Indenture Trustee
shall be subject to the provisions of this Section 7.01.



     (e) The Indenture Trustee shall, on behalf of the Company, and to the extent that the relevant
information shall be reasonably available to it, submit such reports or information in relation to
the issue of Notes of any series as may be required from time to time by applicable law,
regulations and guidelines by governmental regulatory authorities as may be subsequently requested
by the Company and agreed to in writing between the Company and the Indenture Trustee.



     Section 7.02 No Liability to Invest. None of the Agents shall be under any liability
for interest on, or have any responsibility to invest, any money received by it pursuant to any of
the provisions of this Indenture or the Notes of any series.



     Section 7.03 Performance Upon Default. None of the Agents shall have any duty or
responsibility in the case of any default by the Company in the performance of its obligations
(including, without limiting the generality of the foregoing, any duty or responsibility to
accelerate all or any of the Notes, or to initiate or to attempt to initiate any proceedings at law
or otherwise, or to make any demand for the payment thereof upon the Company).



     Section 7.04 No Assumption by Paying Agent, Transfer Agent, Calculation Agent or
Registrar. In acting hereunder and in connection with the Notes of any series, the Paying
Agent, the Registrar, the Transfer Agent and the Calculation Agent shall act solely as agents of
the Company and will not thereby assume any obligations towards, or relationship of agency or trust
for, any Holder.



60









 





     Section 7.05 Notice of Default. Within ninety (90) days after a Responsible Officer
of the Indenture Trustee becomes aware of the occurrence of any Default or Event of Default with respect to a series of Notes which is continuing hereunder, the
Indenture Trustee shall transmit to the Company and each Holder of the Notes of such series notice
of each such Default or Event of Default hereunder known to the Indenture Trustee, unless such
Default or Event of Default shall have been cured or waived; provided, however,
that, except in the case of a Default of the kind described in Section 5.01(a) or (c) the Indenture
Trustee shall be protected in withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of directors and/or Responsible Officers of the Indenture
Trustee in good faith determines that the withholding of such notice is in the interests of such
Holders.



     Section 7.06 Rights of Indenture Trustee. Subject to the provisions of Section
7.01(c):




     (a) The Indenture Trustee may rely on any document believed by it in good faith to be
genuine and to have been signed or presented by the proper Person. The Indenture Trustee
need not investigate any fact or matter stated in such document.




     (b) Before the Indenture Trustee acts or refrains from acting, it may require an
Officer’s Certificate or an Opinion of Counsel (or may consult with financial or other
advisors or consultants appointed with due care). The Indenture Trustee shall not be
liable for any action it takes, or omits to take, in good faith in reliance on any Company
Order, Officer’s Certificate, Opinion of Counsel or advice from financial or other advisors
or consultants appointed with due care.




     (c) The Indenture Trustee may act through agents or attorneys and shall not be
responsible for monitoring or supervising the actions of, or for the misconduct or
negligence of, any agent or attorney appointed with due care.




     (d) The Indenture Trustee shall not be liable for any action it takes, or omits to
take, in good faith that it believes to be properly authorized or within its rights or
powers.




     (e) (i) The Indenture Trustee may employ or retain such legal counsel, accountants,
appraisers, agents or other experts or advisers as it may reasonably require for the
purpose of determining and discharging its rights and duties hereunder and shall not be
responsible for misconduct or negligence on the part of any such person appointed with due
care.




     (ii) The Indenture Trustee may act and rely, and shall be protected in acting
and relying, in good faith on the opinion or advice of, or information obtained
from, any legal counsel, accountant, appraiser,



61









 







agents or other expert or adviser, whether retained or employed by the
Company or by the Indenture Trustee, in relation to any matter arising in the
administration of the trusts hereof.




     (f) The Indenture Trustee may consult with counsel of its selection and the advice of
such legal counsel or any opinion of such legal counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon.




     (g) The Indenture Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any Holders unless
such Holders shall have offered to the Indenture Trustee security or indemnity satisfactory
to it against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction.




     (h) The Indenture Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Indenture Trustee, in its discretion, may
make such further inquiry or investigation into such facts or matters as it may see fit,
and, if the Indenture Trustee shall determine to make such further inquiry or
investigation, it shall be entitled at all reasonable times to examine the books, records
and premises of the Company, personally or by agent or attorney, with any reasonable costs
related thereto to be paid by the Company pursuant to Section 7.10 of this Indenture, and
shall incur no liability or additional liability of any kind by reason of such inquiry or
investigation.




     (i) The Indenture Trustee shall not be deemed to have notice of any Default or Event
of Default with respect to a series of Notes unless a Responsible Officer of the Indenture
Trustee has actual knowledge thereof or unless written notice of any event which is in fact
such a Default or Event of Default is received by a Responsible Officer of the Indenture
Trustee at the Corporate Trust Office of the Indenture Trustee from the Company or the
Holders of at least twenty-five percent (25%) in aggregate principal amount of the Notes of
such series and such notice references the Notes of such series and this Indenture and
states that a Default or Event of Default with respect to such series of Notes has
occurred.




     (j) Permissive powers granted to the Indenture Trustee hereunder shall not be
construed to be mandatory duties on its part.




     (k) The rights and protections afforded to the Indenture Trustee pursuant to this
Article 7 (including, without limitation, Section 7.10) shall also



62









 







be afforded to the
Paying Agent, the Registrar, the Transfer Agent and the Calculation Agent, and any
successor or agent thereof.




     (l) The Indenture Trustee shall have no liability for the actions or omissions of the
Paying Agent, the Registrar, the Transfer Agent or the Calculation Agent, provided
that such action or omission is not caused by the Indenture Trustee’s own negligence, bad
faith or willful misconduct.




     (m) The Indenture Trustee may execute any of the trusts or powers hereunder, or
perform any duties hereunder, either directly or by or through delegates, agents,
attorneys, custodians, or nominees, and the Indenture Trustee shall not be responsible for
any misconduct or negligence on the part, or the supervision, of any agent, attorney,
custodian, or nominee appointed with due care hereunder except as otherwise agreed in
writing with the Company.




     (n) Any request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Order or as otherwise expressly provided herein.




     (o) Whenever in the administration of this Indenture the Indenture Trustee shall deem
it desirable that a matter be proved or established prior to taking, suffering or omitting
any action hereunder, the Indenture Trustee (unless other evidence be herein specifically
prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s
Certificate.



     Section 7.07 Not Responsible for Recitals or Issuance of Notes. The recitals
contained in this Indenture and in the Notes of a series, except the Certificates of Authentication
on any Notes, shall be taken as the statements of the Company and neither the Indenture Trustee nor
any Agent assumes any responsibility for their correctness. Neither the Indenture Trustee nor any
Agent makes any representations as to the validity, enforceability or sufficiency of this Indenture
or of any Notes issued under this Indenture. Neither the Indenture Trustee nor any Agent shall be
accountable for the use or application by the Company of any Notes or the proceeds thereof or any
money paid to the Company or upon Company Order pursuant to the provisions hereof.



     Section 7.08 Indenture Trustee May Hold Notes. The Indenture Trustee, in its
individual or any other capacity, may become the owner or pledgee of Notes and, subject to Section
7.11 herein and Section 311 of the Trust Indenture Act, may otherwise deal with the Company with
the same rights it would have if it were not Indenture Trustee.



     Section 7.09 Money Held in Trust. Money held by the Indenture Trustee in trust
hereunder need not be segregated from other funds except to the extent required by this Indenture
or by applicable law. The Indenture Trustee shall be under no liability for



63









 




interest on any money
received by it hereunder and shall not invest such money, unless otherwise agreed to in writing and
permitted by applicable law.




     Section 7.10 Compensation and Reimbursement. The Company agrees:




     (a) to pay to the Indenture Trustee from time to time such reasonable compensation for
all services rendered by it hereunder as agreed in writing by the Company from time to time
(which compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust);




     (b) except as otherwise expressly provided herein, to reimburse the Indenture Trustee
upon its request for all properly incurred expenses, disbursements and advances incurred or
made by the Indenture Trustee in accordance with any provision of this Indenture (including
the reasonable compensation and the expenses and disbursements of its agents and counsel),
except any such expense, disbursement or advance as may be attributable to its negligence
or bad faith; and




     (c) to indemnify the Indenture Trustee or any predecessor Indenture Trustee for, and
to hold it harmless against, any loss, damage, claims, liability or expense incurred
without negligence or bad faith on its part arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including the costs and
expenses of defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder but excluding any tax liabilities
of the Indenture Trustee based upon, measured by or determined by the income of the
Indenture Trustee.



     The Indenture Trustee shall notify the Company in writing of the commencement of any
proceeding (including any governmental investigation) in respect of which indemnification may be
sought promptly after the Indenture Trustee becomes aware of such commencement, provided that
failure by the Indenture Trustee to so notify the Company shall not relieve the Company of its
obligations hereunder, and the Company shall be entitled to participate in, and to the extent it
shall wish, to assume the defense thereof, including the employment of counsel reasonably
satisfactory to the Indenture Trustee to represent the Indenture Trustee in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding. In any such
proceeding, the Indenture Trustee shall have the right to retain its own counsel, but the fees and
expenses of such counsel shall be at the expense of the Indenture Trustee unless (i) the Company
and the Indenture Trustee shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include both the Company and
the Indenture Trustee and representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. The Indenture Trustee shall not
compromise or settle any such action or claim without the written consent of the Company, which
consent shall not be unreasonably



64









 




withheld. As security for the performance of the obligations of
the Company under this Section 7.10, the Indenture Trustee shall have a senior claim, to which the
Notes are hereby made subordinate, upon all property or funds held or collected by the Indenture
Trustee as such, except funds held in trust for the payment of principal of (or premium, if
any) or interest or Arrears of Interest, if any, on particular Notes.




     The obligations of the Company under this Section shall survive the satisfaction and discharge
of this Indenture.



     Section 7.11 Indenture Trustee Required Eligibility. The Company agrees, for the
benefit of the Holders, that there shall at all times be an Indenture Trustee hereunder which shall
be a corporation or national banking association organized and doing business under the laws of the
United States, any state thereof or the District of Columbia, authorized under such law to exercise
corporate trust powers, having a combined capital and surplus of at least $250,000,000 subject to
supervision or examination by federal or state authority and having a credit rating of BBB- or
better by Standard & Poor’s Ratings Service, a Division of The McGraw-Hill Companies or a credit
rating of Baa3 or better by Moody’s Investors Service, Inc. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section 7.11, the combined capital and surplus
of such corporation shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition as published. Notwithstanding any provision of this Indenture to the
contrary, the Indenture Trustee also must meet the requirements set forth in Section 310 of the
Trust Indenture Act, to the extent applicable. To the extent permitted by the Trust Indenture Act,
the Indenture Trustee shall not be deemed to have a conflicting interest by virtue of being a
trustee under this Indenture with respect to Notes of more than one series. If at any time the
Indenture Trustee shall cease to be eligible in accordance with the provisions of this Section
7.11, it shall resign immediately in the manner and with the effect hereinafter specified in this
Article 7.



     Section 7.12 Resignation and Removal; Appointment of Successor.



     (a) No resignation or removal of the Indenture Trustee and no appointment of a successor
Indenture Trustee pursuant to this Section 7.12 shall become effective until the acceptance of
appointment by the successor Indenture Trustee under Section 7.13.



     (b) The Indenture Trustee may resign at any time with respect to one or more series of Notes
by giving not less than sixty (60) days’ prior written notice thereof to the Company and the
Holders of such series of Notes. If an instrument of acceptance by a successor Indenture Trustee
shall not have been delivered to the Indenture Trustee within thirty (30) days after the giving of
such notice of resignation, the resigning Indenture Trustee may petition any court of competent
jurisdiction for the appointment of a



65









 




successor Indenture Trustee and any and all amounts then due
and owing to the retiring Indenture Trustee shall be paid in full.




     (c) The Indenture Trustee may be removed with respect to all series of Notes Outstanding at
any time by an Act of Holders of Notes representing a majority of the aggregate principal amount of
the Outstanding Notes of all series voting as a class, delivered to each of the Indenture Trustee
and to the Company.



     (d) If at any time (i) the Indenture Trustee shall cease to be eligible under Section
7.11 and shall fail to resign after written request by the Company or any Holder (who has been a
bona fide Holder of a Note for at least six (6) months prior to the date of such
written request), (ii) the Indenture Trustee shall become incapable of acting or shall be
adjudged as bankrupt or insolvent, or a receiver or liquidator of the Indenture Trustee or of its
property shall be appointed, or any public officer shall take charge or control of the Indenture
Trustee or a substantial portion of its property or affairs for the purpose of rehabilitation,
conservation or liquidation or (iii) the Indenture Trustee shall fail to comply with the
obligations imposed upon it under Section 310(b) of the Trust Indenture Act with respect to the
Notes of any series after a written request therefor by the Company or any Holder (who has been a
bona fide Holder of a Note of such series for at least six (6) months prior to the
date of such written request), then, (x) the Company (except during the existence of an
Event of Default) by a Company Order may, or (y) subject to Section 5.14, any Holder who
has been a bona fide Holder of a Note of such series for at least six (6) months, may, on behalf of
itself, himself or herself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture
Trustee, in each case with respect to such series of Notes.



     (e) If the Indenture Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of the Indenture Trustee for any cause with respect to any series
of Notes, the Company, by a Company Order, shall promptly appoint a successor Indenture Trustee
with respect to such series of Notes and shall comply with the requirements of Section 7.13. If
within one year after such resignation, removal or incapability, or the occurrence of such vacancy,
a successor Indenture Trustee with respect to such series of Notes shall be appointed by Act of
Holders of a majority of the aggregate principal amount of the Outstanding Notes of such series of
Notes, such appointment to be delivered to each of the Company and the retiring Indenture Trustee,
the successor Indenture Trustee so appointed shall, upon its acceptance of such appointment in
accordance with the requirements of Section 7.13, become the successor Indenture Trustee with
respect to such series of Notes and it shall supersede any successor Indenture Trustee appointed by
the Company. If no successor Indenture Trustee with respect to such series of Notes shall have
been so appointed by the Company or Holders of Notes of such series, as the case may be, or shall
not have accepted appointment in the manner herein provided, any Holder (who has been a
bona




66











 




fide Holder of a Note of such series for at least six (6) months prior to the date of
petition) may (subject to Section 5.14), on behalf of itself, himself or herself and all others
similarly situated, petition any court of competent jurisdiction for the appointment of a successor
Indenture Trustee with respect to such series of Notes.




     (f) The Company shall give notice of each resignation and each removal of the Indenture
Trustee and each appointment of a successor Indenture Trustee by mailing written notice of such
event by first-class mail, postage prepaid, to the Holders of the Notes of the affected series, if
any, as their names and addresses appear in the Register. Each such notice shall include the name
of the successor Indenture Trustee, if applicable, and the address of its Corporate Trust Office.



     (g) Any successor Indenture Trustee shall satisfy all applicable requirements under this
Indenture.



     Section 7.13 Acceptance of Appointment by Successor.



     (a) Every successor Indenture Trustee appointed hereunder with respect to the Notes of each
series issued hereunder shall execute, acknowledge and deliver to each of the Company and the
retiring Indenture Trustee an instrument accepting such appointment, and thereupon the resignation
or removal of the retiring Indenture Trustee shall become effective and the successor Indenture
Trustee, without any further act, deed or conveyance, shall become vested with all the rights,
trusts, powers and duties of the retiring Indenture Trustee. Notwithstanding the foregoing, on
request of the Company or the successor Indenture Trustee, the retiring Indenture Trustee shall,
upon payment of all amounts owed to it, execute and deliver an instrument transferring to the
successor Indenture Trustee all the rights, trusts and powers of the retiring Indenture Trustee,
and shall duly assign, transfer and deliver to such successor Indenture Trustee all property and
money held by such retiring Indenture Trustee hereunder.



     (b) In case of the appointment hereunder of a successor Indenture Trustee with respect to the
Notes of one or more (but not all) series, the Company, the retiring Indenture Trustee and each
successor Indenture Trustee with respect to the Notes of that or those series shall execute and
deliver an indenture supplemental hereto wherein each successor Indenture Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor Indenture Trustee all the rights,
trusts, powers and duties of the retiring Indenture Trustee with respect to the Notes of that or
those series to which the appointment of such successor Indenture Trustee relates, (2)
shall contain such provisions as shall be deemed necessary or desirable to confirm that all the
rights, trusts, powers and duties of the retiring Indenture Trustee with respect to the Notes of
that or those series as to which the retiring Indenture Trustee is not retiring shall continue to
be vested in the retiring Indenture Trustee, and (3) shall add to or change any of the
provisions of this
Indenture as shall be necessary to provide for or facilitate the administration of the trusts



67









 







hereunder by more than one Indenture Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Indenture Trustees co-trustees of the same trust and
that each such Indenture Trustee shall be trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered by any other such Indenture Trustee and upon the
execution and delivery of such supplemental indenture the resignation or removal of the retiring
Indenture Trustee shall become effective to the extent provided therein and each such successor
Indenture Trustee, without any further act, deed or conveyance, shall become vested with all the
rights, trusts, powers and duties of the retiring Indenture Trustee with respect to the Notes of
that or those series to which the appointment of such successor Indenture Trustee relates;
provided, however, that on request of the Company or any successor Indenture
Trustee, such retiring Indenture Trustee shall duly assign, transfer and deliver to such successor
Indenture Trustee all property and money held by such retiring Indenture Trustee hereunder with
respect to the Notes of that or those series to which the appointment of such successor Indenture
Trustee relates.



     (c) Upon request of any successor Indenture Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such successor Indenture
Trustee all such rights, trusts and powers referred to in this Section 7.13.



     (d) No successor Indenture Trustee shall accept its appointment unless at the time of such
acceptance such successor Indenture Trustee shall be qualified and eligible under this Article 7.



     Section 7.14 Merger, Conversion, Consolidation or Succession to the Business of the
Indenture Trustee. Any corporation or national banking association into which the Indenture
Trustee may be merged or converted or with which it may be consolidated, or any corporation or
national banking association resulting from any merger, conversion or consolidation to which the
Indenture Trustee shall be a party, or any corporation or national banking association succeeding
to all or substantially all of the corporate trust business of the Indenture Trustee, shall be the
successor of the Indenture Trustee hereunder, without the execution or filing of any paper or any
further act on the part of any of the parties hereto; provided, however, that such
corporation or national banking association shall be otherwise qualified and eligible under this
Article 7. In case any Notes have been authenticated, but not delivered, by the Indenture Trustee
then in office, any successor by merger, conversion or consolidation to such authenticating
Indenture Trustee may adopt such authentication and deliver the Notes so authenticated with the
same effect as if such successor Indenture Trustee had authenticated such Notes.



     Section 7.15 Appointment and Duties of the Calculation Agent.



     (a) Unless the Paying Agent advises the Company that it is unable or unwilling to act as
Calculation Agent with respect to a particular series of Notes, the



68









 







Company appoints the Paying
Agent at its specified office as Calculation Agent in relation to any series of Notes in respect of
which it is named as such in the related Note for the purposes specified in this Indenture and all
matters incidental thereto.



     (b) The Paying Agent accepts its appointment as Calculation Agent in relation to any series of
Notes in respect of which it is named as such in the related Note and shall perform all duties
expressly to be performed by it in, and otherwise comply with, the terms and conditions of such
series of Notes and the provisions of this Indenture and, in connection therewith, shall take all
such action as may be incidental thereto. If the Calculation Agent is incapable or unwilling to
perform its duties hereunder, the Indenture Trustee (or the Company, if the Indenture Trustee is
the Calculation Agent) will appoint the Paying Agent or another leading commercial bank to serve as
Calculation Agent. Any resignation by or termination of a Calculation Agent shall not be effective
until a successor Calculation Agent has been appointed.



     (c) The Calculation Agent shall in respect of a series of Notes:




     (i) obtain such quotations and rates and/or make such determinations, calculations and
adjustments as may be required under such Notes and provide notice of any applicable
interest rate calculations or determinations or periods with respect to such Notes to the
Holders of such Notes upon their request and to each of the Indenture Trustee, Paying Agent
and the Company, and if such Notes are listed on a Stock Exchange, and the rules of such
Stock Exchange so require, such Stock Exchange as soon as possible after the Calculation
Agent’s determination or calculation of such interest rates or interest rate periods, but
in no event later than the fourth (4th) Business Day thereafter or, earlier in the case of
notification to a Stock Exchange, if the rules of such Stock Exchange so require; and




     (ii) maintain a record of all quotations obtained by it and of all amounts, rates and
other items determined or calculated by it and make such record available for inspection at
all reasonable times by the Company, the Indenture Trustee and the Paying Agent.



     (d) The Calculation Agent shall have no liability to the Holders of Notes of any series in
respect of any determination, calculation, quotation or rate made or provided by the Calculation
Agent in good faith.



     Section 7.16 Changes in Agents.



     (a) Any Agent may resign its appointment hereunder upon the expiration of not less than thirty
(30) days’ notice to that effect to the Company (with a copy to the
Indenture Trustee); provided, however, that any such notice which would
otherwise expire within thirty (30) days before or after the Maturity Date or any interest or other



69









 







payment date of a series of Notes shall be deemed to expire on the thirtieth (30th) day following
the Maturity Date or, as the case may be, such interest or other payment date with respect to such
series of Notes.



     (b) The Company may revoke its appointment of any Agent hereunder upon not less than thirty
(30) days’ notice to that effect to each of the applicable Agent and the Indenture Trustee.



     (c) The appointment of any Agent hereunder shall terminate forthwith if any of the following
events or circumstances shall occur or arise; namely, such Agent becomes incapable of acting; is
adjudged bankrupt or insolvent; files a voluntary petition in bankruptcy or makes an assignment for
the benefit of its creditors or consents to the appointment of a receiver, administrator or other
similar official of all or any substantial part of its property or admits in writing its inability
to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an
order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other
similar official of such Agent or of all or any substantial part of its property is appointed; an
order of any court is entered approving any petition filed by or against such Agent under the
provisions of any applicable bankruptcy or insolvency law; or any public officer takes charge or
control of such Agent or of its property or affairs for the purpose of rehabilitation, conservation
or liquidation.



     (d) The Company may (and shall where necessary to comply with the terms and conditions of a
series of Notes) appoint substitute or additional Agents in relation to any such Notes and shall
forthwith notify the other parties hereto thereof, whereupon the parties hereto, and such
substitute or additional agents shall thereafter, have the same rights and obligations among them
as would have been the case had they then entered into an agreement in the form mutatis
mutandis of this Indenture.



     (e) If any Agent gives notice of its resignation in accordance with this Section 7.16, and a
successor of such Agent in relation to such Notes has not been appointed by the Company by the
tenth (10th) day before the expiration of such notice, such Agent may itself, following such
consultation with the Company as may be practicable under the circumstances, appoint as its
successor any reputable and experienced bank or financial institution (which will ensure compliance
with the terms and conditions of the Notes in question) and give notice of such appointment in
accordance with the terms and conditions of such Notes, whereupon the parties hereto and such
successor agent shall thereafter have the same rights and obligations among them as would have been
the case had they then entered into an agreement in the form mutatis mutandis of
this Indenture.



     (f) Upon any resignation or revocation becoming effective under this Section 7.16, the
relevant Agent shall:



70









 






     (i) be released and discharged from its obligations under this Indenture;




     (ii) in the case of the Paying Agent, deliver to the Company and to the successor
Paying Agent a copy, certified as true and up-to-date by an officer of the retiring Paying
Agent, of the records maintained by it in accordance with Section 3.04;




     (iii) in the case of the Registrar, deliver to the Company and to the successor
Registrar a copy, certified as true and up-to-date by an officer of the retiring Registrar,
of each of the Registers and other records maintained by it in accordance with Section
2.07;




     (iv) in the case of the Calculation Agent, deliver to the Company and to the successor
Calculation Agent a copy, certified as true and up-to-date by an officer of the retiring
Calculation Agent, of the records maintained by it in accordance with Section 7.15; and




     (v) upon payment to it by the Company of all amounts owed to it, forthwith transfer
all money and papers (including any unissued Global Notes and/or Definitive Notes) held by
it hereunder to its successor in that capacity and, upon appropriate notice, provide
reasonable assistance to such successor for the discharge by it of its duties and
responsibilities hereunder.



     (g) Any corporation into which any Agent may be merged or converted, any corporation with
which any Agent may be consolidated, any corporation resulting from any merger, conversion or
consolidation to which any Agent shall be a party, or any corporation succeeding to all or
substantially all the corporate agency business of such Agent, shall, to the extent permitted by
applicable law, be the successor to such Agent hereunder and in relation to the affected Notes
without any further formality, whereupon the parties hereto and such successor agent shall
thereafter have the same rights and obligations among them as would have been the case had they
then entered into an agreement in the form mutatis mutandis of this Indenture.
Notice of any such merger, conversion, consolidation or succession shall forthwith be given by such
successor to the Company and the other parties hereto.



     (h) If any Agent decides to change the location of its specified office (which change in
location may only be effected within the same city) it shall give notice to the Company (with a
copy to the Indenture Trustee) of the address of the new specified office stating the date on which
such change is to take effect, which date shall be not less than thirty (30) days after the date of
such notice. The relevant Agent shall at its own expense not less than fourteen (14) days prior to
the date on which such change is to take effect (unless the appointment of the relevant Agent is to
terminate pursuant to any of the



71









 







foregoing provisions of this Section 7.16 on or prior to the date of such change) publish or
cause to be published notice thereof.


Upon the execution hereof and thereafter forthwith upon any change of the same, the Company shall
deliver to the Indenture Trustee (with a copy to the Paying Agent) a list of the Authorized
Officers of the Company together with certified specimen signatures of the same.




ARTICLE 8




Supplemental Indentures




     Section 8.01 Supplemental Indentures without Consent of Holders. The Company and the
Indenture Trustee at any time and from time to time and without giving notice to or obtaining the
consent of any Holder, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Indenture Trustee, for the purpose of:




     (a) conveying, transferring, assigning, mortgaging or pledging to the Indenture
Trustee any property or assets as security for the Notes of any series;




     (b) curing any ambiguity or correcting or supplementing any provision contained
herein, in any Notes of any series, or in any supplemental indenture, which may be
defective or inconsistent with any other provision contained in this Indenture, the
relevant Notes, the relevant supplemental indenture or any other documents in connection
with the Program, or making such other provisions in regard to matters or questions arising
under this Indenture which shall not materially adversely affect the interests of any
Holder of Notes;




     (c) adding to the covenants of the Company or to those of the Indenture Trustee for
the benefit of the Holders of any series of Notes or to surrender any right or power
conferred in this Indenture on the Company;




     (d) adding any additional Events of Default;




     (e) evidencing and providing for the acceptance of appointment hereunder by a
successor Indenture Trustee with respect to the Notes of one or more series and to add to
or change any of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Indenture Trustee,
pursuant to the requirements of Section 7.13;




     (f) to provide for the issuance of and establish the form and terms and conditions of
Notes of any series as provided in Sections 2.02 and 2.06; or



72









 






     (g) to establish the form of any certifications required to be furnished pursuant to
the terms of this Indenture or of the Notes of any series.



     Section 8.02 Supplemental Indenture with Consent of Holders.



     (a) With the consent of the Holders of Notes representing at least a majority in aggregate
principal amount of all Outstanding Notes affected by such supplemental indenture, by Act of said
Holders delivered to the Company and the Indenture Trustee, the Company and the Indenture Trustee
may enter one or more indentures supplemental hereto in form satisfactory to the Indenture Trustee
for the purpose of adding any provisions to, or changing in any manner, or eliminating any of the
provisions of, this Indenture, or of modifying in any manner the rights of such affected Holders
under this Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Note affected thereby:




     (i) change the terms of any such Note to include a stated maturity date of the
principal of any such Note;




     (ii) reduce the principal amount of, the interest or Arrears of Interest on or any
premium payable on, any such Note;




     (iii) change any Place of Payment where, or the coin or currency in which the
principal of, premium, if any, or interest or Arrears of Interest on, any such Note is
payable;




     (iv) change the Company’s obligations or those of any successor’s, if any, to make
payments pursuant to Section 3.12;




     (v) impair or affect the right of any such Holder to institute suit for the
enforcement of any payment on or with respect to such Notes;




     (vi) reduce the percentage of the aggregate principal amount of Outstanding Notes of
the affected series, the consent of the Holders of which is required for any supplemental
indenture, or the consent of the Holders of which is required for any waiver of defaults
hereunder and their consequences provided for in this Indenture;




     (vii) modify any of the provisions of this Section 8.02 or similar provisions, except
to increase any percentage specified herein or to provide that certain other provisions of
this Indenture cannot be modified or waived without the consent of the Holder of each
Outstanding Note of the affected series;




     (viii) modify or alter the definition of the term “Outstanding” herein;



73









 






     (ix) modify or affect in any manner adverse to the interest of any such Holder the
terms and conditions of the obligations of the Company regarding the due and punctual
payment of the principal of or interest on, or any other amounts due with respect to, such
Notes; or




     (x) modify the provisions of Article 12 of this Indenture with respect to the
subordination of such Notes in any manner adverse to the Holders thereof.



     (b) The Indenture Trustee may in its discretion determine whether or not any Notes of one or
more series would be affected by any supplemental indenture (and may receive and conclusively rely
upon an Opinion of Counsel in doing so) and any such determination shall be conclusive upon all
Holders of such series, whether theretofore or thereafter authenticated and delivered hereunder.
The Indenture Trustee shall not be liable for any such determination made in good faith. It shall
not be necessary for any Act of Holders under this Section 8.02 to approve the particular form of
any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the
substance thereof. Promptly after the execution by each of the Company and the Indenture Trustee
of any supplemental indenture pursuant to this Section 8.02, the Company shall mail to the Holders
of the Notes affected thereby a notice setting forth in general terms the substance of such
supplemental indenture. Any failure of the Company to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such supplemental indenture.



     Section 8.03 Execution of Supplemental Indentures. In executing or accepting the
additional trusts created by any supplemental indenture permitted by this Article 8 or the
modifications thereby of the trusts created by this Indenture, the Indenture Trustee shall be
entitled to receive, and, subject to Section 7.01, shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture and that such supplemental indenture complies with the requirements of
Sections 8.01 or 8.02, as the case may be. The Indenture Trustee may, but shall not be obligated
to, enter into any such supplemental indenture that affects the Indenture Trustee’s own rights,
duties, indemnities or immunities under this Indenture or otherwise.



     Section 8.04 Effect of Supplemental Indenture. Upon the execution of any supplemental
indenture under this Article 8, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of
any Note authenticated and delivered theretofore or thereafter shall be bound thereby. Further,
the Company shall be bound by any such supplemental indenture.



     Section 8.05 Reference in Notes to Supplemental Indentures. Notes authenticated and
delivered after the execution of any supplemental indenture pursuant to this Article 8 may, and if
required by the Indenture Trustee shall, bear a notation in form



74









 







approved by the Indenture Trustee as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Notes so modified as to conform, in the opinion
of the Indenture Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated by the Indenture Trustee and delivered by the Indenture
Trustee in exchange for Outstanding Notes.



     Section 8.06 Conformity with Trust Indenture Act. Every supplemental indenture
executed pursuant to this Article 8 shall conform to the requirements of the Trust Indenture Act as
then in effect.



ARTICLE 9




Non-Recourse Provisions




     Section 9.01 Nonrecourse Enforcement. Notwithstanding anything to the contrary
contained in this Indenture or any Notes, other than as described herein, none of the Company’s
past, present or future officers, directors, Affiliates, employees or agents, or any of the Agents
or any of their respective officers, directors, Affiliates, employees or agents (the
“Nonrecourse Parties”) will be personally liable for the payment of any principal, premium,
if any, interest, Arrears of Interest or any other sums at any time owing under the terms of the
Notes of any series. If any Event of Default shall occur with respect to the Notes of any series,
the right of the Holders of the Notes of the affected series, and the Indenture Trustee on behalf
of such Holders, in connection with a claim on such Notes, shall be limited solely to a proceeding
against the Company. Neither such Holders nor the Indenture Trustee on behalf of such Holders will
have the right to proceed against the Nonrecourse Parties to enforce the affected Notes.



     It is expressly understood and agreed that nothing contained in this Section 9.01 shall in any
manner or way constitute or be deemed a release of the debt or other obligations evidenced by any
Notes.



ARTICLE 10




Meetings of Holders of Notes




     Section 10.01 Purposes for Which Meetings May Be Called. A meeting of Holders of
Notes of any or all series may be called at any time and from time to time pursuant to this Article
10 to make, give or take any request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Indenture to be made, given or taken by the Holders of Notes.



75









 





     Section 10.02 Call, Notice and Place of Meetings.



     (a) Unless otherwise provided in the Notes, the Indenture Trustee may at any time call a
meeting of Holders of the Notes of any or all series for any purpose specified in Section 10.01, to
be held at such time and at such place as the Indenture Trustee shall determine. Notice of every
meeting of Holders of Notes of any or all series, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting shall be given, in the
manner provided in Section 1.06, not less than twenty-one (21) nor more than one hundred eighty
(180) days prior to the date fixed for such meeting.



     (b) In case at any time the Company or the Holders of at least twenty-five percent (25%) in
principal amount of the Outstanding Notes of any or all series shall have requested the Indenture
Trustee to call a meeting of Holders of Notes of such series for any purpose specified in Section
10.01 by written request setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Indenture Trustee shall not have mailed the notice of such meeting within
twenty-one (21) days after receipt of such request or shall not thereafter proceed to cause the
meeting to be held as provided herein and therein, then the Company or the Holders of at least
twenty-five percent (25%) in principal amount of the Notes of such series, as the case may be, may
determine the time and the place in The City of New York and may call such meeting for such
purposes by giving notice thereof as provided in subsection (a) of this Section 10.02.



     Section 10.03 Persons Entitled to Vote at Meetings. To be entitled to vote at any
meeting of Holders, a Person shall be (a) a Holder of one or more Outstanding Notes of the
series with respect to which such meeting is being held; or (b) a Person appointed by an
instrument in writing as proxy for a Holder (or Holders) of one or more Outstanding Notes of the
series with respect to which such meeting is being held. The only Persons who shall be entitled to
be present or to speak at any such meeting shall be Persons entitled to vote at such meeting and
their respective counsel, any representatives of the Indenture Trustee and its counsel and any
representatives of the Company and its counsel.



     Section 10.04 Quorum; Action. The Persons entitled to vote a majority in principal
amount of the Outstanding Notes of the series with respect to which a meeting is being held shall
constitute a quorum for such meeting; provided, however, that if any action is to
be taken at such meeting with respect to a consent or waiver which this Indenture expressly
provides may be given by the Holders of not less than a majority in principal amount of the
Outstanding Notes of the relevant series, the Persons entitled to vote a majority in principal
amount of the Outstanding Notes of such series shall constitute a quorum. In the absence of a
quorum within thirty (30) minutes after the time appointed for any such meeting, the meeting shall,
if convened at the request of Holders, be dissolved. In any other case, the meeting may be
adjourned for a period of not less than ten (10) days, as determined by the chairman of the meeting
prior to the adjournment



76









 







of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned
meeting may be further adjourned for a period of not less than ten (10) days as determined by the
chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided in Section 10.02(a), except that
such notice need only be given once not less than five (5) days prior to the date on which the
meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall
state expressly the percentage, as provided above, of the principal amount of the Outstanding Notes
of the applicable series which shall constitute a quorum.



     Except as limited by Section 8.02(a) and Section 5.02, any resolution presented to a meeting,
or adjourned meeting duly reconvened, at which a quorum is present may be adopted only by the
affirmative vote of the Holders of a majority in principal amount of the Outstanding Notes of such
series with respect to which such meeting is being held; provided, however, that,
except as limited by Section 8.02(a) and Section 5.13, any resolution with respect to any consent
or waiver which this Indenture expressly provides may be given by the Holders of not less than a
majority in principal amount of the Outstanding Notes of the affected series may be adopted at a
meeting or an adjourned meeting duly convened and at which a quorum is present only by the
affirmative vote of the Holders of not less than a majority in principal amount of the Outstanding
Notes of such affected series; and provided, further, that, except as limited by
Section 8.02(a) and Section 5.13, any resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action which this Indenture expressly
provides may be made, given or taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of the Outstanding Notes of the affected series may be adopted at a
meeting or an adjourned meeting duly reconvened and at which a quorum is present by the affirmative
vote of the Holders of such specified percentage in principal amount of the Outstanding Notes of
such affected series.



     Notwithstanding the preceding two paragraphs, any request, demand, authorization, direction,
notice, consent, waiver or other action of Holders under this Indenture or the Notes may be
embodied in and evidenced by one or more instruments of substantially similar tenor signed by such
Holders in person or by an agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or instruments are
delivered to the Indenture Trustee and, when it is expressly required, to the Company. The
percentage of principal amount of the Outstanding Notes held by the Holders delivering such
instruments which is required to approve any such action shall be the same as the percentage
required for approval at a duly convened meeting of Holders of the relevant series of Notes.



     Any resolution passed or decision taken at any meeting of Holders of Notes of any or all
series duly held or by a duly executed instrument in accordance with this



77









 







Section 10.04 shall be binding on all Holders of the Notes of such series with respect to
which such meeting was held, whether or not such Holders were present or represented at such
meeting.



     Section 10.05 Determination of Voting Rights; Conduct and Adjournment of Meetings.



     (a) Notwithstanding any other provisions of this Indenture, the Indenture Trustee may make
such reasonable regulations as it may deem advisable for any meeting of Holders in regard to proof
of the holding of Notes and of the appointment of proxies and in regard to the appointment and
duties of inspectors of votes, the submission and examination of proxies, certificates and other
evidence of the right to vote, and such other matters concerning the conduct of the meeting as it
shall deem appropriate. Except as otherwise permitted or required by any such regulations, the
holding of Notes shall be proved in the manner specified in Section 1.04 and the appointment of any
proxy shall be proved in the manner specified in Section 1.04. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be presumed valid and genuine
without the proof specified in Section 1.04 or other proof.



     (b) The Indenture Trustee shall, by an instrument in writing, appoint a temporary chairman of
the meeting, unless the meeting shall have been called by the Company or by Holders as provided in
Section 10.02(b), in which case the Company or the Holders calling such meeting, as the case may
be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by vote of the Persons represented at the meeting
entitled to vote a majority in principal amount of the Outstanding Notes of such series as to which
such meeting is held.



     (c) At any meeting, each Holder or proxy shall be entitled to one vote for each $750,000 of
principal amount of Notes held or represented by it, him or her, or, if the Notes are not
denominated in increments of $750,000, such other minimum authorized denomination applicable to the
Notes with respect to which such meeting is held; provided, however, that no vote
shall be cast or counted at any meeting in respect of any Note challenged as not Outstanding and
ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have
no right to vote, except as a Holder or proxy.



     (d) Notwithstanding any other provision herein to the contrary, any meeting of Holders duly
called pursuant to Section 10.02 at which a quorum is present may be adjourned from time to time by
Persons represented at the meeting entitled to vote a majority in principal amount of the
Outstanding Notes of such series as to which such meeting is held; and the meeting may be deemed so
adjourned without further notice.



78









 





     Section 10.06 Counting Votes and Recording Action of Meetings. The vote upon any
resolution submitted to any meeting of Holders shall be by written ballots on which shall be
subscribed the signatures of the Holders or of their representatives by proxy and the principal
amounts and serial numbers of the Outstanding Notes held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the secretary of the meeting
their verified written reports in triplicate of all votes cast at the meeting. A record, at least
in triplicate, of the proceedings of each meeting of Holders shall be prepared by the secretary of
the meeting and there shall be attached to said record the original reports of the inspectors of
votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of
the facts setting forth a copy of the notice of the meeting and showing that said notice was given
as provided in Section 10.02 and, if applicable, Section 10.04. Each copy shall be signed and
verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy
shall be delivered to the Company, and another to the Indenture Trustee to be preserved by the
Indenture Trustee, the latter to have attached thereto the ballots voted at the meeting. Any
record so signed and verified shall be conclusive evidence of the matters therein stated.



ARTICLE 11




Notes in Foreign Currencies




     Section 11.01 Notes in Foreign Currencies. In the absence of any provision to the
contrary in the form of the relevant Notes, whenever this Indenture provides for (a) any
action by, or the determination of any of the rights of, the Holders of such Notes if not all such
Notes are denominated in the same currency or (b) any distribution to the Holders of such
Notes of any amount in respect of any such Note denominated in a Specified Currency other than U.S.
Dollars, then all Foreign Currency Notes shall be treated for any such action, determination of
rights or distribution as that amount of U.S. Dollars that could be obtained for such amount on
such reasonable basis of exchange and as of the Regular Record Date with respect to such Notes for
such action, determination of rights or distribution (or, if there shall be no applicable Regular
Record Date, such other date reasonably proximate to the date of such action, determination of
rights or distribution) as the Company may specify in a written notice to the Indenture Trustee or,
in the absence of such written notice, as the Indenture Trustee may reasonably determine.



ARTICLE 12




SUBORDINATION OF NOTES 




     Section 12.01 Undated Subordinated Debt Securities Subordinate to Claims of Senior
Creditors.



79









 





     (a) The Company covenants and agrees, and each Holder of Notes of each series, by his or her
acceptance thereof, likewise covenants and agrees, that to the extent and in the manner hereinafter
set forth in this Article 12, the rights of the Holders of Notes relating thereto are subordinated
to the claims of Senior Creditors in that payments of principal of (and premium, if any) and
interest and Arrears of Interest on each and all of the Notes of such series are conditional upon
the Company being Solvent at the time of such payment and, subject to Section 5.01, no principal of
(and premium, if any) or interest or Arrears of Interest on such Notes which under any other
provision of this Indenture or such Notes would otherwise fall due for payment while the Company
was insolvent or in insolvent winding-up will fall so due, and instead such principal of (and
premium, if any) and interest and Arrears of Interest will fall due for payment only if and when
and to the extent that the Company could make such payment in whole or in part and still be Solvent
(whether or not it was in winding-up) immediately thereafter. Interest will continue to accrue on
any Notes in respect of which payment cannot be made as a result of the foregoing provisions of
this Section 12.01(a) subject to and in accordance with the provisions of Section 3.07.



     No payment (in whole or in part) of principal of (and premium, if any) or interest or Arrears
of Interest on any Notes shall be made unless two members of the Court of Directors or (if the
Company is in winding-up in Ireland) the liquidator of the Company shall have provided to the
Indenture Trustee within 14 days before such payment an Officer’s Certificate stating that, in
their or, as the case may require, its opinion, the Company would be Solvent both at the time of
and immediately after such payment. Any such Officer’s Certificate shall, unless the contrary is
proved, be treated and accepted by the Company, the Indenture Trustee and the holders of the Notes
as correct and sufficient evidence of such Solvency.



     The Company shall be considered solvent (“Solvent”) if (a) it is able to pay
its debts to Senior Creditors as they fall due, and (b) its Assets exceeding its
Liabilities to Senior Creditors. “Assets” means the Company’s total non-consolidated
gross assets and “Liabilities” means the Company’s total non-consolidated gross
liabilities, all as shown in the Company’s latest published audited balance sheet but adjusted for
contingencies and subsequent events, all valued in the manner as such two members of the Court of
Directors or, as the case may be, liquidator may determine to be appropriate.



     (b) In the event of the winding-up in Ireland of the Company, the provisions of Section
2.10(f) shall apply but no claim in respect of the Notes shall be provable or capable of being
established against the Company in such winding-up unless and until and except to the extent that
the Company could make payment in respect of the Notes in whole or in part and still be Solvent
thereafter.



     (c) The provisions of this Section shall not be applicable to any amounts of principal (and
premium, if any) and interest and Arrears of Interest, if any, in respect of any of the Notes of
any series for the payment of which funds have been deposited in



80









 







trust with the Indenture Trustee or any Paying Agent or have been set aside by the Company in
trust; provided, however, that at the time of such deposit or setting aside, and immediately
thereafter, the foregoing provisions of this Section are complied with.



     (d) Each Holder of Notes of any series, by the acceptance thereof, agrees to and shall be
bound by the provisions of this Section and irrevocably authorizes the liquidator or other person
distributing the assets of the Company or the proceeds in connection with the winding-up of the
Company to perform on behalf of such Holder or holder the subordination trusts set forth in this
Section in the event that such Holder or holder shall assert a claim for payment under any of the
Notes directly to the liquidator or other such person and not through the Indenture Trustee, and to
file any claims and take all such action, in the name of such Holder or holder or otherwise, as the
liquidator or other such person may determine to be necessary or appropriate for the enforcement of
the subordination provisions, and each Holder or holder will also execute and deliver such further
instruments confirming such authorization and such powers of attorney, proofs of claim, assignments
of claim and other instruments as may be requested by the liquidator or other such person or as
required by law in order to enable the liquidator or other such person to give effect to or enforce
any and all claims upon or in respect of the payment of principal (and premium, if any) and
interest and Arrears of Interest in respect of the Notes.



     (e) Nothing in this Indenture shall authorize or permit the postponement of any estate or
interest arising under the trusts referred to in this Section 12.01 from vesting outside the period
commencing on the date of this Indenture and ending on the expiration of 21 years from the date of
the death of the last survivor of the issue now living of his late Britannic Majesty King George V.



     Section 12.02 Provisions Solely to Define Relative Rights. The provisions of this
Article 12 are and are intended solely for the purpose of defining the relative rights of the
Holders of the Notes of each series on the one hand and the Senior Creditors on the other hand.
Nothing contained in this Article or elsewhere in this Indenture or in such Notes is intended to or
shall (a) impair the obligation of the Company, which is absolute and unconditional, to pay
to the holders of such claims the principal of (and premium, if any) and interest and Arrears of
Interest, if any, on such Notes as and when the same shall become due and payable in accordance
with their terms and this Indenture; or (b) affect the rights against the Company of the
Holders of such Notes; or (c) prevent the Indenture Trustee or the Holder of any Notes of
the series from exercising all remedies otherwise permitted by applicable law upon default under
this Notes.



     Section 12.03 Indenture Trustee to Effectuate Subordination. Each Holder of a Note,
by his or her acceptance thereof, authorizes and directs the Indenture Trustee on his or her behalf
to take such action as may be necessary or appropriate to effectuate the subordination of the Notes
provided in this Article 12 and appoints the Indenture Trustee his or her attorney-in-fact for any
and all such purposes.



81









 





     Section 12.04 No Waiver of Subordination Provisions. No right of any present or
future Senior Creditors to enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company or by any act or
failure to act, in good faith, by any such Senior Creditor or by any noncompliance by the Company
with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any
such Senior Creditor may have or be otherwise charged with.



     Section 12.05 Notice to Indenture Trustee. The Company shall give prompt written
notice to the Indenture Trustee of any fact known to the Company which would prohibit the making of
any payment when due to or by the Indenture Trustee in respect of the Notes of a series.
Notwithstanding the provisions of this Article or any other provisions of this Indenture but
subject to the provisions of Section 12.01, the Indenture Trustee shall not be charged with
knowledge of the existence of any facts which would prohibit the making of any payment when due to
or by the Indenture Trustee in respect of such Notes unless and until the Indenture Trustee shall
have received written notice thereof from the Company or a unsubordinated creditor or from any
trustee therefor; and, prior to the receipt of any such written notice by a Responsible Officer of
the Indenture Trustee, the Indenture Trustee, subject to the provisions of Section 7.01, shall be
entitled in all respects to assume that no such facts exist; provided, however,
that if the Indenture Trustee shall not have received the notice provided for in this Section at
least three (3) Business Days prior to the date upon which by the terms hereof any money may become
payable for any purpose (including, without limitation, the payment of the principal of and any
premium and interest and Arrears of Interest, if any, on any Note), then, subject to the provisions
of Section 12.01, the Indenture Trustee shall have full power and authority to receive such money
and to apply the same to the purpose for which such money was received and shall not be affected by
any notice to the contrary which may be received by it within three (3) Business Days prior to such
date.



     Subject to the provisions of Section 7.01, the Indenture Trustee shall be entitled to rely on
the delivery to it of a written notice by a Person representing himself to be a unsubordinated
creditor or a trustee therefor, to establish that such notice has been given by a unsubordinated
creditor or a trustee therefor. In the event that the Indenture Trustee determines in good faith
that further evidence is required with respect to the right of any Person as a unsubordinated
creditor to participate in any payment or distribution pursuant to this Article, the Indenture
Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Indenture
Trustee as to the amount of claims held by such Person, and if such evidence is not furnished, the
Indenture Trustee may defer any payment to such Person pending judicial determination as to the
right of such Person to receive such payment.



     Section 12.06 Reliance on Judicial Order or Certificate of Liquidating Agent. Upon
any payment or distribution of assets of the Company referred to in this Article, the



82









 







Indenture Trustee, subject to the provisions of Section 7.01, and the Holders of the Notes
shall be entitled to rely upon (a) any order or decree entered by any court in Ireland (but
not elsewhere) in which such winding-up, including a proceeding for the suspension of payments
under Irish law, is pending, or (b) a certificate of the liquidator, assignee for the
benefit of creditors, agent or other person making such payment or distribution, delivered to the
Indenture Trustee or the Holders of such Notes, for the purpose of determining the Persons entitled
to participate in such payment or distribution, the unsubordinated creditors and other claims
against the Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article.



     Section 12.07 Indenture Trustee Not Fiduciary for Unsubordinated Creditors. The
Indenture Trustee shall not be deemed to owe any fiduciary duty to the unsubordinated creditors and
shall not be liable to any such holders if it shall in good faith mistakenly pay over or distribute
to Holders of Notes of any series or to the Company or to any other Person cash, property or
securities to which any unsubordinated creditors shall be entitled by virtue of this Article or
otherwise.



     Section 12.08 Rights of Indenture Trustee as Unsubordinated Creditor; Preservation of
Indenture Trustee’s Rights. The Indenture Trustee in its individual capacity (and if an
unsubordinated creditor) shall be entitled to all the rights set forth in this Article with respect
to any claims of unsubordinated creditors which may at any time be held by it, to the same extent
as any other unsubordinated creditor, and nothing in this Indenture shall deprive the Indenture
Trustee of any of its rights as such holder.



     Nothing in this Article shall apply to claims of, or payments to, the Indenture Trustee under
or pursuant to Section 7.10.



     Section 12.09 Article Applicable to Paying Agents. At all times when a Paying Agent
other than the Indenture Trustee shall have been appointed by the Company and be then acting
hereunder, the term “Indenture Trustee” as used in this Article shall in such case (unless the
context otherwise requires) be construed as extending to and including such Paying Agent within its
meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in
addition to or in place of the Indenture Trustee; provided, however, that Section
12.08 shall not apply to the Company or any Affiliate of the Company if it or such Affiliate acts
as Paying Agent.



     Section 12.10 Rights of the Company. Nothing contained in this Indenture shall in any
way restrict the right of the Company to issue or guarantee obligations ranking in priority to or
pari passu with or junior to the obligations of the Company in respect of the
Notes.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




83









 





SIGNATURES




Dated as of [•], [•]




	 	 	 	 	 
	 	THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON,

as Indenture Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



Exhibit A




FORM OF GLOBAL NOTE



THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE (HEREINAFTER DEFINED) AND IS
REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE OF A DEPOSITARY.
THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO
TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE
OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.



[UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO THE COMPANY (HEREINAFTER DEFINED) OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND UNLESS ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]




[LEGENDS FOR DEPOSITARY OTHER THAN DTC]




	 	 	 	 	 
	REGISTERED NO.:

	 	CUSIP NO.:
	 	PRINCIPAL AMOUNT: [U.S. $]
	 
	 	 	 	 
	[ISIN NO.:]

	 	 	 	[COMMON CODE:]






A-1









 





THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND




MEDIUM-TERM NOTES




	 	 	 
	Issuance Date:
	 	Fixed Rate Note:  o Yes o No. If yes,
	Interest Commencement Date(s)
	 	     Interest Rate:
	Issue Price:
	 	     Interest Payment Dates:
	Settlement Date:
	 	     Additional/Other Terms:
	Stock Exchange Listing: o Yes o No. If yes,
	 	Floating Rate Note:  o Yes o No. If yes,
	indicate name(s) of Stock Exchange(s):
	 	 
	___________________________________________.
	 	 
	Depositary:
	 	     Regular Floating Rate Notes o
	Authorized Denominations:
	 	     Floating Rate/ Fixed Rate Notes:  o
	Specified Currency:
	 	          Fixed Interest Rate:
	Interest Rate or Formula:
	 	          Fixed Rate Commencement Date:
	 
	 	          ISDA Determination o
	Note Linked
to Securities of One or More Issuers, One or More Currencies, One or More
Commodities, Indices or any Other Instrument(s) or Measure(s) or Baskets of any of the
Foregoing:
	 	          Interest
Rate Basis(es): 
          CD Rate o
	
	 	 
	Redemption Provisions:
	 	 
	Initial Redemption Date:
	 	          CMT Rate o
	Redemption Dates:
	 	                Designated Reuters Page:
	Initial Redemption Percentage:
	 	                     o FRBCMT
	Annual Redemption Percentage Reduction, if any:
	 	                     o FEDCMT (Weekly Average)
	 
	 	                     o FEDCMT (Monthly Average)
	 
	 	                Designated CMT Maturity Index:
	 
	 	           Commercial Paper Rate o
	 
	 	           Constant Maturity Swap Rate o
	 
	 	           CPI Adjustment Rate o
	 
	 	           Eleventh District Cost of Funds Rate
	 
	 	           EURIBOR o
	 
	 	           Federal Funds (Effective) Rate o
	 
	 	           Federal Funds (Open) Rate o
	 
	 	           LIBOR o
	 
	 	                o LIBOR Reuters Page
	 
	 	                o Other Designated LIBOR Page:
	 
	 	               Designated LIBOR Currency:
	 
	 	          Treasury Rate o
	 
	 	          Prime Rate o
	 
	 	          Inverse Floating Rate Note o
	 
	 	               Fixed Interest Rate:
	 
	 	          Other o
	 
	 	          Index Maturity:
	 
	 	          Spread and/or Spread Multiplier:
	 
	 	          Initial Interest Rate, if any:
	 
	 	          Initial Interest Reset Date:
	 
	 	          Interest Reset Dates:
	 
	 	          Interest Determination Date(s)
	 
	 	          Interest Payment Dates:
	 
	 	          Maximum Interest Rate, if any:
	 
	 	          Minimum Interest Rate, if any:
	 
	 	          Additional/Other Terms:
	 
	 	Regular Record Date(s):
	 
	 	Sinking Fund:
	 
	 	Day Count Convention:
	 
	 	Calculation Agent:
	 
	 	Aggregate Principal Amount of the Series:
	 
	 	Additional/Other Terms:







A-2











 





     The Governor and Company of the Bank of Ireland (the “Company”), for value received,
hereby promises to pay to [Cede & Co.] [Other Nominee], or its registered assigns, the Principal
Amount specified above and, subject to Sections 2.10(b) and 12.01(a) of the Indenture (as
hereinafter defined), to pay interest thereon from the Issuance Date specified above or from the
most recent Interest Payment Date specified above to which interest has been paid or duly provided
for at the rate per annum determined in accordance with the provisions on the reverse hereof and as
specified above, until the principal hereof is paid or made available for payment. Unless
otherwise set forth above under “Specified Currency,” payments of principal, premium, if any, and
interest hereon will be made in the lawful currency of the United States of America (“U.S.
Dollars”). Except as provided in Section 2 on the reverse hereof, if the Specified Currency
set forth above is a currency other than U.S. Dollars, the Holder shall receive such payments in
such Foreign Currency (as herein defined). Capitalized terms not otherwise defined herein shall
have their meanings set forth in the Indenture, dated as of [•], [•] (the “Indenture”),
between The Bank of New York Mellon, as the indenture trustee (the “Indenture Trustee”),
and the Company, as amended or supplemented from time to time, or on the face hereof.



     This Note is one of a duly authorized issue of securities of the Company (herein called the
“Notes”), issued and to be issued in one or more series under the Indenture and reference
is hereby made to the Indenture for a statement of the respective rights, limitation of rights,
duties and immunities thereunder of the Company, the Indenture Trustee and the Holders of the Notes
and of the terms upon which the Notes are, and are to be, authenticated and delivered.



     This Note will mature when its principal becomes due and payable by the declaration of
acceleration of maturity, notice of redemption by the Company or otherwise (the date on which this
Note becomes due and payable is referred to as the “Maturity Date”).



     Except as provided in the following paragraph and subject to Sections 2.10(b) and 12.01(a) of
the Indenture, the Company will pay interest on each Interest Payment Date specified above,
commencing with the first (1st) Interest Payment Date next succeeding the Issuance Date, and on the
Maturity Date. Unless otherwise specified above, the interest payable on each Interest Payment
Date or the Maturity Date will be the amount of interest accrued from and including the Issuance
Date or from and including the last Interest Payment Date to which interest has been paid or duly
provided for, as the case may be, to, but excluding, such Interest Payment Date or the Maturity
Date, as the case may be.



     Unless otherwise specified above, the interest payable on any Interest Payment Date will be
paid to the Holder on the Regular Record Date for such Interest Payment Date, which Regular Record
Date shall be the fifteenth (15th) calendar day, whether or



A-3









 







not a Business Day, immediately preceding the related Interest Payment Date; provided that,
notwithstanding any provision of the Indenture to the contrary, interest payable on any Maturity
Date shall be payable to the Person to whom principal shall be payable; and provided, further, that
unless otherwise specified above, in the case of a Note initially issued between a Regular Record
Date and the Interest Payment Date relating to such Regular Record Date, interest for the period
beginning on the Issuance Date and ending on such Interest Payment Date shall be paid on the
Interest Payment Date following the next succeeding Regular Record Date to the Holder on such next
succeeding Regular Record Date.



     Unless otherwise specified on the face hereof, the Company has no obligation to make any
payments of interest with respect to this Note other than on a Compulsory Interest Payment Date and
failure to make any such payment on any Interest Payment Date that is not a Compulsory Interest
Payment Date shall not constitute a default by the Company for any purpose.



     Unless otherwise specified on the face hereof, payments of Arrears of Interest on which are
payable, and are paid or duly provided for, on any Interest Payment Date shall be paid to the
Holder on the Regular Record Date for such payment. Any payment of Arrears of Interest on a Note
which is not made on an Interest Payment Date or on the Maturity Date shall be made to the Holder
on the record date established by the Company for such purpose pursuant to Section 2.10(e) of the
Indenture. Whenever in this Note reference is made to the payment of interest, this includes the
payment of Arrears of Interest to the extent that, in context, Arrears of Interest are, were or
would be payable.



     Payments of interest hereon (other than on the Maturity Date) will be made in accordance with
existing arrangements between the Indenture Trustee and the Depositary. Any principal, premium
and/or interest payable hereon on the Maturity Date will be paid by wire transfer in immediately
available funds to an account specified by the Depositary (which account, unless otherwise provided
above, will be at a bank located outside the United States if payable in a Foreign Currency) upon
surrender of this Note at the Corporate Trust Office of the Indenture Trustee, provided
that this Note is presented to the Indenture Trustee (or any such Paying Agent) in time for the
Indenture Trustee (or any such Paying Agent) to make such payments in such funds in accordance with
its normal procedures.



     Unless otherwise specified on the face hereof, the Holder hereof will not be obligated to pay
any administrative costs imposed by banks in making payments in immediately available funds by the
Company. Unless otherwise specified on the face hereof, to the extent set forth in Section 10 of
this Note and Section 3.12(a) of the Indenture, the Company shall pay Additional Amounts in respect
of any withholding tax or deduction from payments made hereunder.



A-4









 





     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE
HEREOF. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT
THIS PLACE.



     Unless the Certificate of Authentication hereon shall have been executed by the Indenture
Trustee pursuant to the Indenture, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.



A-5









 





     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed, by manual or
facsimile signature.



	 	 	 	 	 
	 	THE GOVERNOR AND COMPANY OF THE 

BANK OF IRELAND

 	 
	Dated: [•]

 	 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 



CERTIFICATE OF AUTHENTICATION





     This is one of the Notes of The Governor and Company of the Bank of Ireland referred to in the
within-mentioned Indenture.



	 	 	 	 	 
	Dated: [•] 	The Bank of New York Mellon,

as Indenture Trustee

 	 
	 	By:  	 	 
	 	 	authorized signatory 	 
	 	 	 	 



A-6









 






	 	 	 	 	 



[REVERSE OF NOTE]





     Section 1. General. This Note is one of a duly authorized issue of Notes of the
Company. The Notes of this series are issued pursuant to the Indenture. The Notes are not deposit
liabilities of the Company and are not insured by the United States Federal Deposit Insurance
Corporation or any other governmental agency of the United States, Ireland or any other
jurisdiction.



     Section 2. Currency.



     (a) Unless specified otherwise on the face hereof, this Note is denominated in, and payments
of principal, premium, if any, and/or interest, if any, will be made in U.S. Dollars. If specified
on the face hereof, this Note may be denominated in, and payments of principal, premium, if any,
and/or interest, if any, may be made in a currency other than U.S. Dollars (a “Foreign
Currency”). The Holder of this Note is required to pay for this Note in the Specified Currency
indicated on the face hereof.



     (b) The Company will make payments on this Note in accordance with the applicable policies of
the Depositary as in effect from time to time. Under those policies, the Company will pay amounts
due and payable on this Note directly to the Depositary, or its Nominee, and not to any indirect
owners who own beneficial interests in this Note. An indirect owner’s right to receive those
payments will be governed by the rules and practices of the Depositary and its participants.



     (c) If this Note is denominated in, and payments of principal, premium, if any, and/or
interest, if any, may be made in a Foreign Currency, and (i) if specified on the face hereof under
“Additional/Other Terms” that the Holder hereof may request payments in U.S. Dollars or (ii) the
policies of the Depositary permit or require payment in U.S. Dollars, then, when the Company makes
payments in U.S. Dollars of an amount due in another currency, the Company will determine the U.S.
Dollar amount the Holder receives as follows:




     (i) The Exchange Rate Agent (as defined below) will request currency bid quotations
expressed in U.S. Dollars from three or, if three are not available, then two, recognized
foreign exchange dealers in The City of New York, any of which may be the Exchange Rate
Agent, which may be an affiliate of the Company, as of 11:00 A.M., The City of New York
time, on the second Business Day before the payment date.




     (ii) Currency bid quotations will be requested on an aggregate basis, for all Holders
of Notes requesting U.S. Dollar payments of amounts due on the same date in the same
Specified Currency. The U.S. Dollar amount the Holder receives will be based on the
highest acceptable currency bid quotation received



A-7









 







by the Exchange Rate Agent. If the Exchange Rate Agent determines that at least two
acceptable currency bid quotations are not available on that second Business Day, the
payment will be made in the Specified Currency.




     (iii) To be acceptable, a quotation must be given as of 11:00 A.M., The City of New
York time, on the second Business Day before the due date and the quoting dealer must
commit to execute a contract at the quotation in the total amount due in that currency on
all series of Notes. If some but not all of the relevant Notes are LIBOR Notes or EURIBOR
Notes, the second preceding Business Day will be determined for this purpose as if none of
those Notes were LIBOR Notes or EURIBOR Notes.




     (iv) All determinations made by the Exchange Rate Agent will be at its sole discretion
unless the Company states on the face hereof that any determination is subject to the
Company’s approval. In the absence of manifest error, determinations pursuant to this
Section 2(c) will be conclusive for all purposes and binding on the applicable Holder, the
Indenture Trustee and the Company, without any liability on the part of the Exchange Rate
Agent.




     (v) When the Company makes payments to a Holder in U.S. Dollars of an amount due in
another currency, the Holder will bear all associated currency exchange costs, which will
be deducted from the payment.




     (vi) The Company may change the Exchange Rate Agent from time to time after the
Issuance Date of the Note without Holder consent and without notifying Holders of the
change. The Company or one of its Affiliates may serve as Exchange Rate Agent.




     (vii) “Exchange Rate Agent” means, in the case of a Note issued in a Foreign
Currency, a financial institution appointed by the Company to act as the exchange rate
agent for such Specified Currency. The Company or one of its Affiliates may perform this
role.



     (d) If the Company is obligated to make any payment in a Foreign Currency and the Foreign
Currency or any successor currency is not available to the Company or cannot be paid to the Holder
due to circumstances beyond the Company’s control (such as the imposition of exchange controls or a
disruption in the currency markets) the Company will be entitled to satisfy its obligation to make
the payment in such Foreign Currency by making the payment in U.S. Dollars. In this case, the
exchange rate will be the noon buying rate for cable transfers of such Foreign Currency in The City
of New York as quoted by the Federal Reserve Bank of New York on the then-most recent day on which
that bank has quoted that rate.



A-8









 





     Section 3. Determination of Interest Rate and Certain Other Terms.



     (a) Interest. Each interest-bearing Note will bear interest from its Issuance Date at
the rate per annum, in the case of Notes that bear interest at fixed rates, or pursuant to the
interest rate formula, in the case of Notes that bear interest at floating rates, in each case as
set forth on the face hereof, until the principal thereof is paid or made available for payment.
The Company will make interest payments in respect of the Notes in an amount equal to the interest
accrued from and including the immediately preceding Interest Payment Date in respect of which
interest has been paid or duly provided for or from and including the Issuance Date, if no interest
has been paid, to but excluding the applicable Interest Payment Date or the Maturity Date, as the
case may be (each, an “Interest Period”).



     Interest on each Note will be payable in arrears on each Interest Payment Date, to the
registered Holder at the close of business on the Record Date (as defined below) (except that
interest, if any, due at Maturity will be paid to the person to whom the principal of the Note is
paid) and on the Maturity Date. The first payment of interest on each Note originally issued
between a Record Date and the related Interest Payment Date will be made on the Interest Payment
Date immediately following the next succeeding Record Date to the registered Holder on the next
succeeding Record Date. The “Record Date” shall be the day that is fifteen (15) calendar days
preceding the applicable Interest Payment Date, whether or not a Business Day.



     (b) Fixed Rate Notes. If this Note is specified on the face hereof as a “Fixed
Rate Note:”




     (i) Interest. This Note will bear interest at a fixed rate from and including
its Issuance Date or from and including the most recent Interest Payment Date as to which
interest has been paid or duly provided for until the principal is paid or made available
for payment. The fixed interest rate per annum applicable to this Note and the frequency
with which interest is payable are specified on the face hereof. Unless otherwise
specified on the face hereof, interest, including interest for any partial period, will be
computed on the basis of a 360 day year of twelve 30-day months. If “Actual/Actual (ICMA)”
is specified on the face hereof:




     (A) in the case of Notes where the number of days in the relevant period from
(and including) the most recent Interest Payment Date (or, if none, the Fixed Rate
Commencement Date, as specified on the face hereof) to (but excluding) the relevant
payment date (the “Accrual Period”) is equal to or shorter than the
Determination Period during which the Accrual Period ends, the number of days in
such Accrual Period divided by the product of (1) the number of days in such
Determination



A-9









 







Period and (2) the number of Interest Determination Dates (as specified on the
face hereof) that would occur in one calendar year; or




     (B) in the case of Notes where the Accrual Period is longer than the
Determination Period during which the Accrual Period ends, the sum of:




     (1) the number of days in such Accrual Period falling in the
Determination Period in which the Accrual Period begins divided by the
product of (x) the number of days in such Determination Period and (y) the
number of Interest Determination Dates (as specified on the face hereof)
that would occur in one calendar year; and




     (2) the number of days in such Accrual Period falling in the next
Determination Period divided by the product of (x) the number of days in
such Determination Period and (y) the number of Interest Determination
Dates that would occur in one calendar year; and



          “Determination Period” means the period from (and including) an Interest Determination
Date to (but excluding) the next Interest Determination Date (including, where either the Fixed
Rate Commencement Date, as specified on the face hereof, or the final Interest Payment Date is not
an Interest Determination Date, the period commencing on the first Interest Determination Date
prior to, and ending on the first Interest Determination Date falling after, such date).




     Each payment of interest, including interest to be paid at the Maturity Date, will include
interest to, but excluding, the date that the interest payment is due.




     (ii) Unless otherwise specified on the face hereof, the Interest Payment Dates for
this Note will be as follows:



	 	 	 
	Interest Payment Frequency	 	Interest Payment Dates
	 
	 	 
	Monthly

	 	Third Wednesday of each calendar month,
beginning in the first calendar month following
the month this Note was issued.
	 
	 	 
	Quarterly

	 	Third Wednesday of every third calendar month,
beginning in the third calendar month following
the






A-10









 






	 	 	 
	Interest Payment Frequency	 	Interest Payment Dates
	 

	 	month this Note was issued.
	 
	 	 
	Semi-annual

	 	Third Wednesday of every sixth calendar month,
beginning in the sixth calendar month following
the month this Note was issued.
	 
	 	 
	Annual

	 	Third Wednesday of every twelfth calendar
month, beginning in the twelfth calendar month
following the month this Note was issued.







     (iii) If any Interest Payment Date or the Maturity Date of a fixed rate Note falls on
a day that is not a Business Day, the Company will make the required payment of principal,
premium, if any, and/or interest or other amount, if any, on the next succeeding Business
Day, and no additional interest will accrue in respect of the payment made on that next
succeeding Business Day.



     (c) Floating Rate Notes. If this Note is specified on the face hereof as a
“Floating Rate Note:”




     (i) Interest Rate Basis. Interest on this Note will be determined by
reference to the applicable Interest Rate Basis or Interest Rate Bases, which may, as
described below, include the CD Rate, the CMT Rate, the Commercial Paper Rate, the Constant
Maturity Swap Rate, the CPI Adjustment Rate, the Eleventh District Cost of Funds Rate,
EURIBOR, the Federal Funds (Effective) Rate, the Federal Funds (Open) Rate, LIBOR, the
Prime Rate or the Treasury Rate (each as defined below) or such other rate, in accordance
with a schedule attached hereto.




     (ii) Interest Rate. The rate derived from the applicable Interest Rate Basis
will be determined in accordance with the related provisions below. The interest rate in
effect on each day will be based on: (1) if that day is an Interest Reset Date,
the rate determined as of the Interest Determination Date immediately preceding that
Interest Reset Date; or (2) if that day is not an Interest Reset Date, the rate
determined as of the Interest Determination Date immediately preceding the most recent
Interest Reset Date.




     (iii) Spread; Spread Multiplier; Index Maturity. The “Spread” is the
number of basis points (one one-hundredth of a percentage point) specified on the face
hereof to be added to or subtracted from the related Interest Rate Basis or Interest Rate
Bases applicable to this Note. The “Spread Multiplier” is the percentage specified
on the face hereof of the related Interest Rate Basis or Interest Rate Bases applicable to
this Note by which the Interest Rate Basis or



A-11









 







Interest Rate Bases will be multiplied to determine the applicable interest rate. The
“Index Maturity” is the period to maturity of the instrument or obligation with respect to
which the related Interest Rate Basis or Interest Rate Bases will be calculated.




     (iv) Regular Floating Rate Note. If this Note is specified on the face hereof
as a Floating Rate/Fixed Rate Note, this Note (a “Regular Floating Rate Note”) will
bear interest at the rate determined by reference to the applicable Interest Rate Basis or
Interest Rate Bases: (1) multiplied by the applicable Spread Multiplier, if any;
and/or (2) plus or minus the applicable Spread, if any. Commencing on the first
Interest Reset Date, the rate at which interest on this Regular Floating Rate Note is
payable will be reset as of each Interest Reset Date; provided, however, that the interest
rate in effect for the period, if any, from the Issuance Date to the first Interest Reset
Date will be the Initial Interest Rate.




     (v) Inverse Floating Rate Notes. If this Note is specified on the face hereof
as an “Inverse Floating Rate Note,” such Inverse Floating Rate shall be equal to
the Fixed Interest Rate as specified on the face hereof, minus the interest rate determined
by reference to the Interest Rate Basis, multiplied by the Spread Multiplier, if any,
and/or plus or minus the Spread, if any; provided, however, that
(1) the interest rate will not be less than zero and (2) commencing on the
first Interest Reset Date, the rate at which interest on this Note is payable will be reset
as of each Interest Reset Date; provided further, however, that the
interest rate in effect for the period, if any, from the Issuance Date to the first
Interest Reset Date will be the Initial Interest Rate.




     (vi) Floating Rate/Fixed Rate Notes. If this Note is specified on the face
hereof as a “Floating Rate/Fixed Rate Note,” this Note will bear interest at the rate
determined by reference to the applicable Interest Rate Basis or Interest Rate Bases:
(1) multiplied by the applicable Spread Multiplier, if any; and/or (2) plus
or minus the applicable Spread, if any. Commencing on the first Interest Reset Date, the
rate at which this Floating Rate/Fixed Rate Note is payable will be reset as of each
Interest Reset Date; provided, however, that: (A) the interest rate in effect for
the period, if any, from the Issuance Date to the first Interest Reset Date will be the
Initial Interest Rate specified on the face hereof; and (B) the interest rate in
effect commencing on the Fixed Rate Commencement Date will be the Fixed Interest Rate, if
specified on the face hereof, or, if not so specified, the interest rate in effect on the
day immediately preceding the Fixed Rate Commencement Date.




     (vii) Interest Reset Dates. The period commencing on (and including) the
applicable Interest Reset Date to (but excluding) the next applicable Interest Reset Date
will be the “Interest Reset Period.” Unless otherwise specified on the



A-12









 







face hereof, the Interest Reset Dates will be, in the case of this Floating Rate Note
if by its terms it resets:



	 	 	 
	Interest Reset Frequency	 	Interest Reset Dates
	 
	 	 
	Daily

	 	Each business day;
	 
	 	 
	Weekly

	 	Wednesday of each week, with the
exception of weekly reset Notes that
bear interest at floating rates as
to which the Treasury Rate is an
applicable Interest Rate Basis,
which will reset the Tuesday of each
week;
	 
	 	 
	Monthly

	 	Third Wednesday of each calendar
month with the exception of monthly
reset Notes that bear interest at
floating rates as to which the
Eleventh District Cost of Funds Rate
is an applicable Interest Rate
Basis, which will reset on the first
calendar day of the month;
	 
	 	 
	Quarterly

	 	Third Wednesday of every third
calendar month, beginning in the
third calendar month following the
month in which the Issuance Date
occurred;
	 
	 	 
	Semi-annually

	 	Third Wednesday of each of the two
months specified on the face hereof;
	 
	 	 
	Annually

	 	Third Wednesday of the month
specified on the face hereof;







provided, however, that, with respect to a Floating Rate/Fixed Rate Note,
the rate of interest thereon will not reset after the particular Fixed Rate Commencement
Date. If any Interest Reset Date for this Floating Rate Note would otherwise be a day that
is not a Business Day, the particular Interest Reset Date will be postponed to the next
succeeding Business Day, except that in the case of a Floating Rate Note as to which
EURIBOR or LIBOR is an applicable Interest Rate Basis and that Business Day falls in the
next succeeding calendar month, the particular Interest Reset Date will be the immediately
preceding Business Day.



A-13









 






     (viii) Interest Determination Dates. The interest rate applicable to a
Floating Rate Note for an Interest Reset Period commencing on the related Interest Reset
Date will be determined by reference to the applicable Interest Rate Basis as of the
particular “Interest Determination Date,” which will be: (1) with respect to the
CD Rate, Constant Maturity Swap Rate and Federal Funds (Open) Rate—the second Business Day
immediately preceding the related Interest Reset Date; (2) with respect to the CMT
Rate-the second U.S. Government Securities Business Day preceding the related Interest
Reset Date, where “U.S. Government Securities Business Day” means any day except for a
Saturday, Sunday or a day on which The Bond Market Association recommends that the fixed
income department of its members be closed for the entire day for purposes of trading in
U.S. Government Securities; (3) With respect to Commercial Paper Rate, Federal
Funds (Effective) Rate and Prime Rate-the Business Day preceding the related Interest Rest
Date; (4) with respect to the CPI Adjustment Rate—the fifth Business Day preceding
the related Interest Reset Date (unless otherwise specified on the face hereof);
(5) with respect to the Eleventh District Cost of Funds Rate—the last Business Day
of the month immediately preceding the related Interest Reset Date on which the Federal
Home Loan Bank of San Francisco publishes the Eleventh District Index (as defined below);
(6) with respect to EURIBOR—the second TARGET Settlement Day (as defined below)
immediately preceding the applicable Interest Reset Date; (7) with respect to
LIBOR—the second London Banking Day immediately preceding the related Interest Reset Date;
and (8) with respect to the Treasury Rate—the day of the week in which the related
Interest Reset Date falls on which day Treasury Bills (as defined below) are normally
auctioned (i.e., Treasury Bills are normally sold at auction on Monday of each week, unless
that day is a legal holiday, in which case the auction is normally held on the immediately
succeeding Tuesday, except that the auction may be held on the preceding Friday) or, if no
action is held for a particular week, the first Business Day of that week. If, as a result
of a legal holiday, an auction is held on the Friday of the week preceding the related
Interest Reset Date, the related Interest Determination Date shall be such preceding Friday
and if an auction shall fall on any Interest Reset Date, the Interest Reset Date shall
instead be the first Business Day immediately following the auction. The Interest
Determination Date pertaining to a Floating Rate Note, the interest rate of which is
determined with reference to two or more Interest Rate Bases, will be the latest Business
Day that is at least two Business Days before the related Interest Reset Date for the
applicable Floating Rate Note on which each Interest Reset Basis is determinable.
“TARGET Settlement Day” means a day on which the TARGET System is open.
“TARGET System” means the Trans-European Automated Real-Time Gross Settlement
Express Transfer System.




     (ix) Calculation Dates. The interest rate applicable to each Interest Reset
Period will be determined by the Calculation Agent on or prior to the



A-14









 







Calculation Date (as defined below), except with respect to LIBOR, EURIBOR and the
Eleventh District Cost of Funds Rate, which will be determined on the particular Interest
Determination Date. Upon request of the Holder of a Floating Rate Note, the Calculation
Agent will disclose the interest rate then in effect and, if determined, the interest rate
that will become effective as a result of a determination made for the next succeeding
Interest Reset Date with respect to such Floating Rate Note. The “Calculation
Date,” if applicable, pertaining to any Interest Determination Date will be the earlier
of: (1) the tenth calendar day after the particular Interest Determination Date
or, if such day is not a Business Day, the next succeeding Business Day; or (2) the
Business Day immediately preceding the applicable Interest Payment Date or the Maturity
Date, as the case may be.




     (x) Maximum or Minimum Interest Rate. If specified on the face hereof, this
Note may have either or both of a Maximum Interest Rate or a Minimum Interest Rate. If a
“Maximum Interest Rate” is so designated, the interest rate for a Floating Rate Note cannot
ever exceed such Maximum Interest Rate and in the event that the interest rate on any
Interest Reset Date would exceed such Maximum Interest Rate (as if no Maximum Interest Rate
were in effect) then the interest rate on such Interest Reset Date shall be the Maximum
Interest Rate. If a “Minimum Interest Rate” is so designated, the interest rate for a
Floating Rate Note cannot ever be less than such Minimum Interest Rate and in the event
that the interest rate on any Interest Reset Date would be less than such Minimum Interest
Rate (as if no Minimum Interest Rate were in effect) then the interest rate on such
Interest Reset Date shall be the Minimum Interest Rate. Notwithstanding anything to the
contrary contained herein, the interest rate on a Floating Rate Note shall not exceed the
maximum interest rate permitted by applicable law.




     (xi) Interest Payments. Unless otherwise specified on the face hereof, the
Interest Payment Dates will be, in the case of a Floating Rate Note which resets:



	 	 	 
	Interest Reset Frequency	 	Interest Payment Dates
	 
	 	 
	Daily, weekly or monthly

	 	Third Wednesday of each calendar
month or on the third Wednesday of
every third calendar month,
beginning in the third calendar
month following the month the Note
was issued, as specified on the
face hereof.






A-15









 






	 	 	 
	Interest Reset Frequency	 	Interest Payment Dates
	 
	 	 
	Quarterly

	 	Third Wednesday of every third
calendar month, beginning in the
third calendar month following the
month in which the Issuance Date
occurred.
	 
	 	 
	Semi-annually

	 	Third Wednesday of each of the two
months specified on the face
hereof.
	 
	 	 
	Annually

	 	Third Wednesday of the month
specified on the face hereof.







In addition, the Maturity Date will also be an Interest Payment Date. If any Interest
Payment Date other than the Maturity Date for this Floating Rate Note would otherwise be a
day that is not a Business Day, such Interest Payment Date will be postponed to the next
succeeding Business Day, except that in the case of a Floating Rate Note as to which
EURIBOR or LIBOR is an applicable Interest Rate Basis and that Business Day falls in the
next succeeding calendar month, the particular Interest Payment Date will be the
immediately preceding Business Day. If the Maturity Date of a Floating Rate Note falls on
a day that is not a Business Day, the Company will make the required payment of principal,
premium, if any, and interest or other amounts on the next succeeding Business Day, and no
additional interest will accrue in respect of the payment made on that next succeeding
Business Day.




     (xii) Rounding. Unless otherwise specified on the face hereof, all percentages
resulting from any calculation on this Floating Rate Note will be rounded to the nearest
one hundred-thousandth of a percentage point, with five one-millionths of a percentage
point rounded upwards; provided, that if the Interest Rate Basis is the CPI Adjustment
Rate, all percentages resulting from any calculation on this Floating Rate Note will be
rounded to the nearest one hundredth of a percentage point, with five one-thousandths of a
percentage point rounded upwards. All dollar amounts used in or resulting from any
calculation on this Floating Rate Note will be rounded, in the case of U.S. Dollars, to the
nearest cent or, in the case of a Foreign Currency, to the nearest unit (with one-half cent
or unit being rounded upwards).




     (xiii) Interest Factor. Accrued interest is calculated by multiplying the
principal amount of this Floating Rate Note by an accrued interest factor. The accrued
interest factor is computed by adding the interest factor calculated for each day in the
particular Interest Reset Period. Unless otherwise specified on the face hereof, the
interest factor for each day will be computed by dividing the



A-16









 







interest rate applicable to such day by 360, in the case of a Floating Rate Note as to
which the CD Rate, the Commercial Paper Rate, the Constant Maturity Swap Rate, the CPI
Adjustment Rate, the Eleventh District Cost of Funds Rate, the Federal Funds (Effective)
Rate, the Federal Funds (Open) Rate, LIBOR, EURIBOR or the Prime Rate is an applicable
Interest Rate Basis, or by the actual number of days in the year, in the case of a Floating
Rate Note as to which the CMT Rate or the Treasury Rate is an applicable Interest Rate
Basis. The interest factor for a Floating Rate Note as to which the interest rate is
calculated with reference to two or more Interest Rate Bases will be calculated in each
period in the same manner as if only the Interest Rate Basis specified under
“Additional/Other Terms” applied.




     (xiv) Determination of Interest Rate Basis. The Calculation Agent shall
determine the rate derived from each Interest Rate Basis in accordance with the following
provisions.




     (A) CD Rate Notes. If the Interest Rate Basis is the CD Rate, this
Note shall be deemed a “CD Rate Note.” Unless otherwise specified on the
face hereof, “CD Rate” means:




     (1) the rate on the particular Interest Determination Date for
negotiable United States dollar certificates of deposit having the Index
Maturity specified on the face hereof as published in H.15(519) (as
defined below) under the caption “CDs (secondary market);” or




     (2) if the rate referred to in clause (1) is not so published by 3:00
P.M., The City of New York time, on the related Calculation Date, the rate
on the particular Interest Determination Date for negotiable United States
dollar certificates of deposit of the particular Index Maturity as
published in H.15 Daily Update (as defined below), or other recognized
electronic source used for the purpose of displaying the applicable rate,
under the caption “CDs (secondary market);” or




     (3) if the rate referred to in clause (2) is not so published by 3:00
P.M., The City of New York time, on the related Calculation Date, the rate
on the particular Interest Determination Date calculated by the
Calculation Agent as the arithmetic mean of the secondary market offered
rates as of 10:00 A.M., The City of New York time, on that Interest
Determination Date, of three leading non-bank dealers in negotiable United
States dollar certificates of deposit in The City of New York (which may
include the Calculation Agent itself and its affiliates, as well as any



A-17









 







underwriter, dealer or agent participating in the distribution of
this Note and their affiliates) selected by the Calculation Agent after
consultation with the Company for negotiable United States dollar
certificates of deposit of major United States money market banks for
negotiable United States certificates of deposit with a remaining maturity
closest to the particular Index Maturity in an amount that is
representative for a single transaction in that market at that time; or




     (4) if the dealers so selected by the Calculation Agent are not
quoting as mentioned in clause (3), the CD Rate in effect on the
particular Interest Determination Date; provided that if no CD
Rate is then in effect, the interest rate for the next Interest Reset
Period will be the Initial Interest Rate.




“H.15(519)” means the weekly statistical release designated as H.15(519), or any
successor publication, published by the Board of Governors of the Federal Reserve System.




“H.15 Daily Update” means the daily update of H.15(519), available through the
world-wide-web site of the Board of Governors of the Federal Reserve System at
http//www.federalreserve.gov/releases/h15/update/h15upd.htm, or any successor site or
publication.




     (B) CMT Rate Notes. If the Interest Rate Basis is the CMT Rate, this
Note shall be deemed a “CMT Rate Note.” Unless otherwise specified on the
face hereof, “CMT Rate” means:




     (1) if Reuters Page FRBCMT is specified on the face hereof:




     i. the percentage equal to the yield for United States
Treasury securities at “constant maturity” having the Index
Maturity specified on the face hereof as published in H.15(519)
under the caption “Treasury Constant Maturities,” as the yield is
displayed on Reuters (or any successor service) on page FRBCMT (or
any other page as may replace the specified page on that service)
(“Reuters Page FRBCMT”), for the particular Interest
Determination Date; or




     ii. if the rate referred to in clause (i) does not so appear
on Reuters Page FRBCMT, the percentage equal to the yield for
United States Treasury securities at “constant



A-18









 







maturity” having the particular Index Maturity and for the
particular Interest Determination Date as published in H.15(519)
under the caption “Treasury Constant Maturities;” or




     iii. if the rate referred to in clause (ii) does not so
appear in H.15(519), the rate on the particular Interest
Determination Date for the period of the particular Index Maturity
as may then be published by either the Federal Reserve System
Board of Governors or the United States Department of the Treasury
that the Calculation Agent determines to be comparable to the rate
which would otherwise have been published in H.15(519); or




     iv. if the rate referred to in clause (iii) is not so
published, the rate on the particular Interest Determination Date
calculated by the Calculation Agent as a yield to maturity based
on the arithmetic mean of the secondary market bid prices at
approximately 3:30 P.M., The City of New York time, on that
Interest Determination Date of three leading primary United States
government securities dealers in The City of New York (which may
include the Calculation Agent itself and its affiliates, as well
as any underwriter, dealer or agent participating in the
distribution of this Note and their affiliates) (each, a
“Reference Dealer”) selected by the Calculation Agent after
consultation with the Company from five Reference Dealers selected
by the Calculation Agent and eliminating the highest quotation,
or, in the event of equality, one of the highest, and the lowest
quotation or, in the event of equality, one of the lowest, for
United States Treasury securities with an original maturity equal
to the particular Index Maturity, a remaining term to maturity no
more than one year shorter than that Index Maturity and in a
principal amount that is representative for a single transaction
in the securities in that market at that time; or




     v. if fewer than five but more than two of the prices
referred to in clause (iv) are provided as requested, the rate on
the particular Interest Determination Date calculated by the
Calculation Agent based on the arithmetic mean of the bid prices
obtained and neither the highest nor the lowest of the quotations
shall be eliminated; or



A-19









 







     vi. if fewer than three prices referred to in clause (iv) are
provided as requested, the rate on the particular Interest
Determination Date calculated by the Calculation Agent as a yield
to maturity based on the arithmetic mean of the secondary market
bid prices as of approximately 3:30 P.M., The City of New York
time, on that Interest Determination Date of three Reference
Dealers selected by the Calculation Agent from five Reference
Dealers selected by the Calculation Agent after consultation with
the Company and eliminating the highest quotation or, in the event
of equality, one of the highest and the lowest quotation or, in
the event of equality, one of the lowest, for United States
Treasury securities with an original maturity greater than the
particular Index Maturity, a remaining term to maturity closest to
that Index Maturity and in a principal amount that is
representative for a single transaction in the securities in that
market at that time; or




     vii. if fewer than five but more than two prices referred to
in clause (vi) are provided as requested, the rate on the
particular Interest Determination Date calculated by the
Calculation Agent based on the arithmetic mean of the bid prices
obtained and neither the highest nor the lowest of the quotations
will be eliminated; or




     viii. if fewer than three prices referred to in clause (vi)
are provided as requested, the CMT Rate in effect on the
particular Interest Determination Date; provided that if no CMT
Rate is then in effect, the interest rate for the next Interest
Reset Period will be the Initial Interest Rate; or




     (2) if Reuters Page FEDCMT is specified on the face hereof:




     i. the percentage equal to the one-week or one-month, as
specified on the face hereof, average yield for United States
Treasury securities at “constant maturity” having the Index
Maturity specified on the face hereof as published in H.15(519)
opposite the caption “Treasury Constant Maturities,” as the yield
is displayed on Reuters (or any successor service) (on page FEDCMT
or any other page as may replace the specified page on that
service) (“Reuters Page FEDCMT”), for the week or month,
as



A-20









 







applicable, ended immediately preceding the week or month, as
applicable, in which the particular Interest Determination Date
falls; or




     ii. if the rate referred to in clause (i) does not so appear
on Reuters Page FEDCMT, the percentage equal to the one-week or
one-month, as specified on the face hereof, average yield for
United States Treasury securities at “constant maturity” having
the particular Index Maturity and for the week or month, as
applicable, preceding the particular Interest Determination Date
as published in H.15(519) opposite the caption “Treasury Constant
Maturities;” or




     iii. if the rate referred to in clause (ii) does not so
appear in H.15(519), the one-week or one-month, as specified on
the face hereof, average yield for United States Treasury
securities at “constant maturity” having the particular Index
Maturity as otherwise announced by the Federal Reserve Bank of New
York for the week or month, as applicable, ended immediately
preceding the week or month, as applicable, in which the
particular Interest Determination Date falls; or




     iv. if the rate referred to in clause (iii) is not so
published, the rate on the particular Interest Determination Date
calculated by the Calculation Agent as a yield to maturity based
on the arithmetic mean of the secondary market bid prices at
approximately 3:30 P.M., The City of New York time, on that
Interest Determination Date of three Reference Dealers selected by
the Calculation Agent from five Reference Dealers selected by the
Calculation Agent after consultation with the Company and
eliminating the highest quotation, or, in the event of equality,
one of the highest, and the lowest quotation or, in the event of
equality, one of the lowest, for United States Treasury securities
with an original maturity equal to the particular Index Maturity,
a remaining term to maturity no more than one year shorter than
that Index Maturity and in a principal amount that is
representative for a single transaction in the securities in that
market at that time; or




     v. if fewer than five but more than two of the prices
referred to in clause (iv) are provided as requested,



A-21









 







the rate on the particular Interest Determination Date
calculated by the Calculation Agent based on the arithmetic mean
of the bid prices obtained and neither the highest nor the lowest
of the quotations shall be eliminated; or




     vi. if fewer than three prices referred to in clause (iv) are
provided as requested, the rate on the particular Interest
Determination Date calculated by the Calculation Agent as a yield
to maturity based on the arithmetic mean of the secondary market
bid prices as of approximately 3:30 P.M., The City of New York
time, on that Interest Determination Date of three Reference
Dealers selected by the Calculation Agent after consultation with
the Company from five Reference Dealers selected by the
Calculation Agent and eliminating the highest quotation or, in the
event of equality, one of the highest and the lowest quotation or,
in the event of equality, one of the lowest, for United States
Treasury securities with an original maturity greater than the
particular Index Maturity, a remaining term to maturity closest to
that Index Maturity and in a principal amount that is
representative for a single transaction in the securities in that
market at the time; or




     vii. if fewer than five but more than two prices referred to
in clause (vi) are provided as requested, the rate on the
particular Interest Determination Date calculated by the
Calculation Agent based on the arithmetic mean of the bid prices
obtained and neither the highest nor the lowest of the quotations
will be eliminated; or




     viii. if fewer than three prices referred to in clause (vi)
are provided as requested, the CMT Rate in effect on that Interest
Determination Date; provided that if no CMT Rate is then in
effect, the interest rate for the next Interest Reset Period will
be the Initial Interest Rate.




If two United States Treasury securities with an original maturity greater
than the Index Maturity specified on the face hereof have remaining terms
to maturity equally close to the particular Index Maturity, the quotations
for the United States Treasury security with the shorter original
remaining term to maturity will be used.




     (C) Commercial Paper Rate Notes. If the Interest Rate Basis is the
Commercial Paper Rate, this Note shall be deemed a “Commercial 



A-22









 






Paper Rate Note.” Unless otherwise specified on the face hereof,
“Commercial Paper Rate” means:




     (1) the Money Market Yield (as defined below) on the particular
Interest Determination Date of the rate for commercial paper having the
Index Maturity specified on the face hereof as published in H.15(519)
under the caption “Commercial Paper—Nonfinancial;” or




     (2) if the rate referred to in clause (1) is not so published by 3:00
P.M., The City of New York time, on the related Calculation Date, the
Money Market Yield of the rate on the particular Interest Determination
Date for commercial paper having the particular Index Maturity as
published in H.15 Daily Update, or such other recognized electronic source
used for the purpose of displaying the applicable rate, under the caption
“Commercial Paper—Nonfinancial;” or




     (3) if the rate referred to in clause (2) is not so published by 3:00
P.M., The City of New York time, on the related Calculation Date, the rate
on the particular Interest Determination Date calculated by the
Calculation Agent as the Money Market Yield of the arithmetic mean of the
offered rates at approximately 11:00 A.M., The City of New York time, on
that Interest Determination Date of three leading dealers of United States
dollar commercial paper in The City of New York (which may include the
Calculation Agent itself and its affiliates, as well as any underwriter,
dealer or agent participating in the distribution of this Note and their
affiliates) selected by the Calculation Agent after consultation with the
Company for commercial paper having the particular Index Maturity placed
for industrial issuers whose bond rating is “AA,” or the equivalent, from
a nationally recognized statistical rating organization; or




     (4) if the dealers so selected by the Calculation Agent are not
quoting as mentioned in clause (3), the Commercial Paper Rate in effect on
the particular Interest Determination Date; provided that if no Commercial
Paper Rate is then in effect, the interest rate for the next Interest
Reset Period will be the Initial Interest Rate.




“Money Market Yield” means a yield (expressed as a percentage) calculated
in accordance with the following formula:



A-23









 











where “D” refers to the applicable per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal, and “M” refers to the actual number of days in
the applicable Interest Reset Period.




     (D) Constant Maturity Swap Rate Notes. If the Interest Rate Basis is
the Constant Maturity Swap Rate, this Note shall be deemed a “Constant Maturity
Swap Rate Note.” Unless otherwise specified on the face hereof, “Constant
Maturity Swap Rate,” or “CMS,” means:




     (1) with respect to each Interest Determination Date, the mid-market
U.S. Dollar fixed rate for a floating rate interest rate swap transaction
with a term equal to the Index Maturity, as it appears on Reuters Page
ISDAFIX1, under “USD 11am Fix” on such Interest Determination Date; or




     (2) if, as of such Interest Determination Date, the above rate does
not appear, such page is not available or, if in the reasonable opinion of
the Calculation Agent, the method of calculating such rate has been
changed in a material way, the Calculation Agent after consultation with
the Company will request the principal The City of New York office of five
leading dealers (which may include the Calculation Agent itself and its
affiliates, as well as any underwriter, dealer or agent participating in
the distribution of this Note and their affiliates) to provide quotations
for such rate using the mid-market rate at approximately 11:00 A.M., The
City of New York time, on such date. If five quotations are provided, CMS
will be the arithmetic mean of the three quotations remaining after
eliminating the highest (or, in the event of equality, one of the highest)
and lowest (or, in the event of equality, one of the lowest) quotations;
or




     (3) if at least three, but fewer than five, quotations are provided,
CMS will be the arithmetic mean of the quotations obtained; or




     (4) if fewer than three quotations are provided, CMS will be the CMS
in effect on the particular Interest Determination Date; provided
that if no CMS is then in effect, the interest rate for the next Interest
Reset Period will be the Initial Interest Rate.



A-24









 






     (E) CPI Adjustment Rate Notes. If the Interest Rate Basis is the CPI
Adjustment Rate, this Note shall be deemed a “CPI Adjustment Rate Note.”
Unless otherwise specified on the face hereof, “CPI Adjustment Rate” means:




     (1) the percentage obtained by deducting CPI(t)-(12) (defined below)
from CPI(t) (defined below), and dividing the result by CPI(t)-(12).
“CPI(t)” means the Index Level of the CPI reported on Bloomberg
CPURNSA or any successor service by 3:00 PM on the applicable Interest
Determination Date as the non-seasonally adjusted U.S. City Average All
Items Consumer Price Index for All Urban Consumers (“CPI”)
published in the calendar month immediately preceding the applicable
Interest Determination Date by the Bureau of Labor Statistics of the U.S.
Department of Labor (“BLS”) as the CPI for the second calendar
month preceding the applicable Interest Determination Date.
“CPI(t)-(12)” means the Index Level of CPI for the calendar month
that is 12 calendar months prior to the calendar month of the Index Level
of CPI used for purposes of CPI(t). If the CPI for the second calendar
month preceding the applicable Interest Determination Date is not reported
on Bloomberg CPURNSA or any successor service by 3:00 PM on the applicable
Interest Determination Date, but has otherwise been published by the BLS,
the Calculation Agent will determine the CPI as published by the BLS for
such second calendar month preceding the applicable Interest Determination
Date using such other source as on its face, and after consultation with
the Company, appears to accurately set forth the CPI, as published by the
BLS.




     In calculating CPI(t) and CPI(t)-(12) on the applicable Interest
Determination Date, the Calculation Agent will use the most recently
available Index Level of the CPI for the applicable second month preceding
the applicable Interest Determination Date, even if such Index Level has
been adjusted from a prior reported value for the relevant month. However,
if a value of CPI(t) or CPI(t)-(12) used by the Calculation Agent on any
Interest Determination Date to determine the interest rate on the Notes of
this series (an “Initial CPI”) is subsequently revised by the BLS,
the Calculation Agent will continue to use the Initial CPI, and the
interest rate determined will not be revised. If the CPI is rebased to a
different year or period, the base reference period for the purposes of
calculations relating to the CPI Adjustment Rate will



A-25









 







continue to be the 1982-1984 reference period as long as the
1982-1984 CPI continues to be published; or




     (2) if, while Floating Rate Notes bearing interest at the CPI
Adjustment Rate are outstanding, the CPI is discontinued or, in the
opinion of the BLS, as evidenced by a public release, which opinion is
concurred with by the Company, substantially altered, the applicable
substitute index for such Floating Rate Notes will be that chosen by the
Secretary of the Treasury for the Department of Treasury’s
Inflation-Linked Treasuries as described at 62 Federal Register 846-874
(January 6, 1997), and the procedures described in (1) will be adapted by
the Calculation Agent as directed by the Company in accordance with
general market practice at the time for calculating an interest rate based
on changes in such substitute index, provided that the procedure for
determining the resulting interest rate is administratively acceptable to
the Calculation Agent; or




     (3) if, while Floating Rate Notes bearing interest at the CPI
Adjustment Rate are outstanding, the CPI is discontinued or, in the
opinion of the BLS, as evidenced by a public release, which opinion is
concurred with by the Company, substantially altered, and if at such time
or thereafter no Inflation-Linked Treasuries are outstanding, at such time
as no Inflation-Linked Treasuries are outstanding the applicable
substitute index for such Floating Rate Notes will be determined by the
Calculation Agent as directed by the Company in accordance with general
market practice at the time, and the procedures described in (1) will be
adapted by the Calculation Agent as directed by the Company in accordance
with general market practice at the time for calculating an interest rate
based on changes in such substitute index, provided that the procedure for
determining the resulting interest rate is administratively acceptable to
the Calculation Agent.




     (F) Eleventh District Cost of Funds Rate. If the Interest Rate Basis
is the Eleventh District Cost of Funds Rate, this Note shall be deemed an
“Eleventh District Cost of Funds Rate Note.” Unless otherwise specified on
the face hereof, “Eleventh District Cost of Funds Rate” means:




     (1) the rate equal to the monthly weighted average cost of funds for
the calendar month immediately preceding the month in which the particular
Interest Determination Date falls as set forth under the caption “11th
Dist COFI” on the display on Reuters



A-26









 







(or any successor service) on page COFI/ARMS (or any other page as
may replace the specified page on that service) (“Reuters Page
COFI/ARMS”) as of 11:00 A.M., San Francisco time, on that Interest
Determination Date; or




     (2) if the rate referred to in clause (1) does not so appear on
Reuters Page COFI/ARMS, the monthly weighted average cost of funds paid by
member institutions of the Eleventh Federal Home Loan Bank District that
was most recently announced (the “Eleventh District Index”) by the
Federal Home Loan Bank of San Francisco as the cost of funds for the
calendar month immediately preceding that Interest Determination Date; or




     (3) if the Federal Home Loan Bank of San Francisco fails to announce
the Eleventh District Index on or prior to the particular Interest
Determination Date for the calendar month immediately preceding that
Interest Determination Date, the Eleventh District Cost of Funds Rate in
effect on the particular Interest Determination Date; provided
that if no Eleventh District Cost of Funds Rate is then in effect, the
interest rate for the next Interest Reset Period will be the Initial
Interest Rate.




     (G) EURIBOR Notes. If the Interest Rate Basis is EURIBOR, this Note
shall be deemed to be a “EURIBOR Note.” Unless otherwise specified on the
face hereof, “EURIBOR” means:




     (1) the offered rate for deposits in Euro as sponsored, calculated
and published jointly by the European Banking Federation and ACI — The
Financial Markets Association, or any company established by them for
purposes of establishing those rates, having the Index Maturity specified
on the face hereof, commencing on the Interest Reset Date, as displayed on
Reuters on page EURIBOR01, or any successor service or page used for the
purpose of displaying this rate (“Reuters Page EURIBOR01”) as of
11:00 A.M., Brussels time, on the particular Interest Determination Date;
or




     (2) if EURIBOR cannot be determined on an Interest Determination Date
as described in clause (1) above, then the Calculation Agent will select
four (4) major banks in the Euro-zone interbank market (which may include
the Calculation Agent itself and its affiliates, as well as any
underwriter, dealer or agent participating in the distribution of this
Note and their affiliates) after consultation with the Company. The
Calculation Agent will



A-27









 







request that the principal London offices of those four (4) selected
banks provide their offered quotations to prime banks in the Euro-zone
interbank market at approximately 11:00 A.M., Brussels time, on the
Interest Determination Date. These quotations will be for Euro deposits
for the period of the Index Maturity specified on the face hereof,
commencing on the Interest Reset Date. Offered quotations must be based
on a principal amount equal to at least $1,000,000 or the approximate
equivalent in Euro that is representative of a single transaction in the
market at the time. If two (2) or more quotations are provided, EURIBOR
for the Interest Reset Period will be the arithmetic mean of the
quotations; or




     (3) if fewer than two (2) quotations are provided as described in
clause (2) above, the Calculation Agent will select four (4) major banks
in the Euro-zone interbank market (which may include the Calculation Agent
itself and its affiliates, as well as any underwriter, dealer or agent
participating in the distribution of this Note and their affiliates) after
consultation with the Company and then determine EURIBOR for the Interest
Reset Period as the arithmetic mean of rates quoted by those four (4)
major banks in the Euro-zone to leading Euro-zone banks at approximately
11:00 A.M., Brussels time, on the Interest Determination Date. The rates
quoted will be for loans in Euro, for the period of the Index Maturity
specified on the face hereof, commencing on the Interest Reset Date.
Rates quoted must be based on a principal amount equal to at least
$1,000,000 or the approximate equivalent in Euro that is representative of
a single transaction in the market at the time; or




     (4) if fewer than four (4) Euro-zone banks selected by the
Calculation Agent are quoting rates as described in clause (3) above,
EURIBOR for the Interest Reset Period will be the same as EURIBOR for the
immediately preceding Interest Reset Period; provided that if no EURIBOR
is then in effect, the interest rate for the next Interest Reset Period
will be the Initial Interest Rate.




     (H) Federal Funds (Effective) Rate Notes. If the Interest Rate Basis
is the Federal Funds (Effective) Rate, this Note shall be deemed a “Federal
Funds (Effective) Rate Note.” Unless otherwise specified on the face hereof,
“Federal Funds (Effective) Rate” means:




     (1) the rate on the particular Interest Determination Date for United
States dollar federal funds as published in



A-28









 







H.15(519) under the caption “Federal Funds (Effective)” and displayed
on Reuters (or any successor service) on page FEDFUNDS 1(or any other page
as may replace the specified page on that service) under the heading
“EFFECT” (“Reuters Page FEDFUNDS 1”); or




     (2) if the rate referred to in clause (1) does not so appear on
Reuters Page FEDFUNDS 1or is not so published by 3:00 P.M., The City of
New York time, on the related Calculation Date, the rate on the particular
Interest Determination Date for United States dollar federal funds as
published in H.15 Daily Update, or such other recognized electronic source
used for the purpose of displaying the applicable rate, under the caption
“Federal Funds (Effective);” or




     (3) if the rate referred to in clause (2) is not so published by 3:00
P.M., The City of New York time, on the related Calculation Date, the rate
on the particular Interest Determination Date calculated by the
Calculation Agent as the arithmetic mean of the rates for the last
transaction in overnight United States dollar federal funds arranged by
three leading brokers of United States dollar federal funds transactions
in The City of New York (which may include the Calculation Agent itself
and its affiliates, as well as any underwriter, dealer or agent
participating in the distribution of this Note and their affiliates)
selected by the Calculation Agent after consultation with the Company as
of 9:00 A.M., The City of New York time, on that Interest Determination
Date; or




     (4) if the brokers so selected by the Calculation Agent are not
quoting as mentioned in clause (3), the Federal Funds (Effective) Rate in
effect on the particular Interest Determination Date; provided
that if no Federal Funds (Effective) Rate is then in effect, the interest
rate for the next Interest Reset Period will be the Initial Interest Rate.




     (I) Federal Funds (Open) Rate Notes. If the Interest Rate Basis is
the Federal Funds (Open) Rate, this Note shall be deemed a “Federal Funds
(Open) Rate Note.” Unless otherwise specified on the face hereof, “Federal
Funds (Open) Rate” means:




     (1) the rate on the particular Interest Determination Date for United
States dollar federal funds as published in H.15(519) under the heading
“Federal Funds” and opposite the caption “Open” as displayed on Reuters
(or any successor service)



A-29









 







on page 5 (or any other page as may replace the specified page on
that service) (“Reuters Page 5”); or




     (2) if the rate referred to in clause (1) does not so appear on
Reuters Page 5 or is not so published by 3:00 P.M., The City of New York
time, on the related Calculation Date, the rate on the particular Interest
Determination Date for United States dollar federal funds as reported by
Prebon Yamane (or a successor) on Bloomberg that appears on the FFPREBON
Index; or




     (3) if the rate referred to in clause (2) is not so published by 3:00
P.M., The City of New York time, on the related Calculation Date, the rate
on the particular Interest Determination Date calculated by the
Calculation Agent as the arithmetic mean of the rates for the last
transaction in overnight United States dollar federal funds arranged by
three leading brokers of United States dollar federal funds transactions
in The City of New York (which may include the Calculation Agent itself
and its affiliates, as well as any underwriter, dealer or agent
participating in the distribution of this Note and their affiliates)
selected by the Calculation Agent after consultation with the Company
prior to 9:00 A.M., The City of New York time, on that Interest
Determination Date; or




     (4) if the brokers so selected by the Calculation Agent are not
quoting as mentioned in clause (3), the Federal Funds (Open) Rate in
effect on the particular Interest Determination Date; provided
that if no Federal Funds (Open) Rate is then in effect, the interest rate
for the next Interest Reset Period will be the Initial Interest Rate.




     (J) LIBOR Notes. If the Interest Rate Basis is LIBOR, this Note shall
be deemed a “LIBOR Note.” Unless otherwise specified on the face hereof,
“LIBOR” means:




     (1) the arithmetic mean of the offered rates, calculated by the
Calculation Agent, or the offered rate, if the LIBOR Page by its terms
provides only for a single rate, for deposits in the LIBOR Currency having
the particular Index Maturity specified on the face hereof, commencing on
the second London Banking Day immediately following the related Interest
Determination Date, that appear or appears, as the case may be, on the
LIBOR Page as of 11:00 A.M., London time, on the particular Interest
Determination Date; or



A-30









 






     (2) if fewer than two offered rates appear, or no rate appears, as
the case may be, on the particular Interest Determination Date on the
LIBOR Page as specified in clause (1), the rate calculated by the
Calculation Agent as the arithmetic mean of at least two offered
quotations obtained by the Calculation Agent after requesting the
principal London offices of each of four major reference banks in the
London interbank market (which may include the Calculation Agent itself
and its affiliates, as well as any underwriter, dealer or agent
participating in the distribution of this Note and their affiliates)
selected by the Calculation Agent after consultation with the Company to
provide the Calculation Agent with its offered quotation for deposits in
the LIBOR Currency for the period of the particular Index Maturity,
commencing on the related Interest Reset Date, to prime banks in the
London interbank market at approximately 11:00 A.M., London time, on that
Interest Determination Date and in a principal amount that is
representative for a single transaction in the LIBOR Currency in that
market at that time; or




     (3) if fewer than two offered quotations referred to in clause (2)
are provided as requested, the rate calculated by the Calculation Agent as
the arithmetic mean of the rates quoted at approximately 11:00 A.M., in
the applicable Principal Financial Center, on the particular Interest
Determination Date by three major banks (which may include the Calculation
Agent itself and its affiliates, as well as any underwriter, dealer or
agent participating in the distribution of this Note and their affiliates)
in that Principal Financial Center selected by the Calculation Agent after
consultation with the Company for loans in the LIBOR Currency to leading
European banks, having the particular Index Maturity and in a principal
amount that is representative for a single transaction in the LIBOR
Currency in that market at that time; or




     (4) if the banks so selected by the Calculation Agent are not quoting
as mentioned in clause (3), LIBOR in effect on the particular Interest
Determination Date; provided that if no LIBOR is then in effect, the
interest rate for the next Interest Reset Period will be the Initial
Interest Rate.




“LIBOR Currency” means the currency specified on the face hereof as to which LIBOR
shall be calculated or, if no currency is specified on the face hereof, U.S. Dollars.



A-31









 






“LIBOR Page” means either: (1) if LIBOR Reuters is specified on the face hereof,
or no page is specified, the display on Reuters (or any successor service) on the LIBOR 01
page (or any other page as may replace such page on such service) for the purpose of
displaying the London interbank rates of major banks for the LIBOR Currency or (2) if
another display page is specified on the face hereof for the purpose of displaying the
London interbank rates of major banks for the LIBOR Currency, such page.




     (K) Prime Rate Notes. If the Interest Rate Basis is the Prime Rate,
this Note shall be deemed a “Prime Rate Note.” Unless otherwise specified
on the face hereof, “Prime Rate” means:




     (1) the rate on the particular Interest Determination Date as
published in H.15(519) under the caption “Bank Prime Loan;” or




     (2) if the rate referred to in clause (1) is not so published by 3:00
P.M., The City of New York time, on the related Calculation Date, the rate
on the particular Interest Determination Date as published in H.15 Daily
Update, or such other recognized electronic source used for the purpose of
displaying the applicable rate, under the caption “Bank Prime Loan;” or




     (3) if the rate referred to in clause (2) is not so published by 3:00
P.M., The City of New York time, on the related Calculation Date, the rate
on the particular Interest Determination Date calculated by the
Calculation Agent as the arithmetic mean of the rates of interest publicly
announced by each bank that appears on the Reuters Screen US PRIME 1 Page
(as defined below) as the applicable bank’s prime rate or base lending
rate as of 11:00 A.M., The City of New York time, on that Interest
Determination Date; or




     (4) if fewer than four rates referred to in clause (3) are so
published by 3:00 P.M., The City of New York time, on the related
Calculation Date, the rate calculated by the Calculation Agent as the
particular Interest Determination Date as the arithmetic mean of the prime
rates or base lending rates quoted on the basis of the actual number of
days in the year divided by a 360-day year as of the close of business on
that Interest Determination Date by three major banks (which may include
the Calculation Agent itself and its affiliates, as well as any
underwriter, dealer or agent participating in the distribution of this
Note and their



A-32









 







affiliates) in The City of New York selected by the Calculation Agent
after consultation with the Company; or




     (5) if the banks so selected by the Calculation Agent are not quoting
as mentioned in clause (4), the Prime Rate in effect on the particular
Interest Determination Date; provided that if no Prime Rate is
then in effect, the interest rate for the next Interest Reset Period will
be the Initial Interest Rate.




“Reuters Screen US PRIME 1 Page” means the display on the Reuters Monitor Money
Rates Service (or any successor service) on the “US PRIME 1” page (or any other page as may
replace that page on that service) for the purpose of displaying prime rates or base
lending rates of major United States banks.




     (L) Treasury Rate Notes. If the Interest Rate Basis is the Treasury
Rate, this Note shall be deemed a “Treasury Rate Note.” Unless otherwise
specified on the face hereof, “Treasury Rate” means:




     (1) the rate from the auction held on the Interest Determination Date
(the “Auction”) of direct obligations of the United States
(“Treasury Bills”) having the Index Maturity specified on the face
hereof under the caption “INVEST RATE” on the display on Reuters (or any
successor service) on page USAUCTION 10 (or any other page as may replace
that page on that service) (“Reuters Page USAUCTION 10”) or page
USAUCTION 11 (or any other page as may replace that page on that service)
(“Reuters Page USAUCTION 11”); or




     (2) if the rate referred to in clause (1) is not so published by 3:00
P.M., The City of New York time, on the related Calculation Date, the Bond
Equivalent Yield (as defined below) of the rate for the applicable
Treasury Bills as published in H.15 Daily Update, or another recognized
electronic source used for the purpose of displaying the applicable rate,
under the caption “U.S. Government Securities/Treasury Bills/Auction
High;” or




     (3) if the rate referred to in clause (2) is not so published by 3:00
P.M., The City of New York time, on the related Calculation Date, the Bond
Equivalent Yield of the auction rate of the applicable Treasury Bills as
announced by the United States Department of the Treasury; or




     (4) if the rate referred to in clause (3) is not so announced by the
United States Department of the Treasury, or if



A-33









 







the Auction is not held, the Bond Equivalent Yield of the rate on the
particular Interest Determination Date of the applicable Treasury Bills as
published in H.15(519) under the caption “U.S. Government
Securities/Treasury Bills/Secondary Market;” or




     (5) if the rate referred to in clause (4) is not so published by 3:00
P.M., The City of New York time, on the related Calculation Date, the rate
on the particular Interest Determination Date of the applicable Treasury
Bills as published in H.15 Daily Update, or another recognized electronic
source used for the purpose of displaying the applicable rate, under the
caption “U.S. Government Securities/Treasury Bills/Secondary Market;” or




     (6) if the rate referred to in clause (5) is not so published by 3:00
P.M., The City of New York time, on the related Calculation Date, the rate
on the particular Interest Determination Date calculated by the
Calculation Agent as the Bond Equivalent Yield of the arithmetic mean of
the secondary market bid rates, as of approximately 3:30 P.M., The City of
New York time, on that Interest Determination Date, of three primary
United States government securities dealers (which may include the
Calculation Agent itself and its affiliates, as well as any underwriter,
dealer or agent participating in the distribution of this Note and their
affiliates) selected by the Calculation Agent after consultation with the
Bank, for the issue of Treasury Bills with a remaining maturity closest to
the Index Maturity specified on the face hereof; or




     (7) if the dealers so selected by the Calculation Agent are not
quoting as mentioned in clause (6), the Treasury Rate in effect on the
particular Interest Determination Date; provided that if no Treasury Rate
is then in effect, the interest rate for the next Interest Reset Period
will be the Initial Interest Rate.




“Bond Equivalent Yield” means a yield (expressed as a percentage) calculated in
accordance with the following formula:









where “D” refers to the applicable per annum rate for Treasury Bills quoted on a bank
discount basis and expressed as a decimal, “N” refers to 365 or 366, as the




A-34











 






case may be, and “M” refers to the actual number of days in the applicable Interest Reset
Period.




     (xv) If the rate of this Note is specified on the face hereof as an “ISDA
Determination,” this Note shall bear interest at a rate equal to:




     (A) the Floating Rate that would be determined by the agent or other person
specified on the face hereof under an interest rate swap transaction if the agent
or such other person were acting as Calculation Agent for that swap transaction
under the terms of an agreement incorporating the 2006 ISDA Definitions, as
published by the International Swaps and Derivatives Association, Inc. and as
amended and updated as at the issue date of the Notes (the “ISDA Definitions”) and
under which: (i) the Floating Rate Option is as specified on the face hereof, (ii)
the Designated Maturity is a period specified on the face hereof, and (iii) the
relevant Reset Date is either (x) if the applicable Floating Rate Option is based
on the London inter-bank offered rate or on the Euro-zone inter-bank offered rate
for a currency, the first day of that Interest Period or (y) in any other case, as
specified on the face hereof; plus




     (B) the margin, if any, specified on the face hereof.



     “Floating Rate”, “Calculation Agent”, “Floating Rate Option”, “Designated Maturity”,
“Euro-zone” and “Reset Date” shall have the meanings given to those terms in the ISDA Definitions.



     (d) Indexed Notes. If this Note is specified on the face hereof as a Note Linked to
Securities of One or More Issuers, One or More Currencies, One or More Commodities, Indices, or any
Other Instrument(s) or Measure(s) or Baskets of any of the Foregoing, the principal amount payable
and/or the amount of interest payable on any Interest Payment Date shall be determined by reference
to one or more securities, currencies, commodities, indices or any other instrument or measure, a
basket of any of the foregoing or the value of one or more currencies as compared to the value of
one or more other currencies, and payment of principal, premium, if any, and interest on this Note
shall be made as set forth on the face hereof and/or in accordance with Schedule I, attached
hereto.




     (i) Holders of an indexed Note may receive an amount at maturity that is greater than
or less than the face amount of such Note, depending upon the value of the applicable index
property at maturity. The value of the applicable index property will fluctuate over time.




     (ii) This indexed Note may provide either for cash settlement or for physical
settlement by delivery of the index property or another similar property.



A-35









 







An indexed Note may also provide that the form of settlement may be determined at the Company’s option or
at the Holder’s option. If so specified on the face hereof, this indexed Note is
exchangeable, at the Company’s option or the Holder’s option, as specified, for securities
of an issuer other than the Company.




     (iii) No Holder of this indexed Note will, as such, have any rights of a Holder of the
index property referenced in this indexed Note or deliverable upon settlement, including
any right to receive payment thereunder.



     Section 4. Redemption for Tax Reasons. Unless otherwise set forth on the face hereof
and subject to section 12.01(a) of the Indenture, the Company will have the option to redeem this
Note upon not less than thirty (30) nor more than sixty (60) days’ notice on any dates as are
specified on the face hereof if:




     (i) the Company is required to issue Definitive Notes and, as a result, the Company is
or would be required to pay Additional Amounts with respect to this Note; or




     (ii) the Company determines that as a result of a change in or amendment to the laws
or regulations of a Taxing Jurisdiction or any change in the official application or
official interpretation of such laws or regulations, which change or amendment becomes
effective on or after the Issuance Date, the Company will or would be required to pay
Holders Additional Amounts, or the Company would not be entitled to claim a deduction in
respect of any payments in computing the Company’s taxation liabilities.




     (iii) In each case (i) and (ii) directly above, before the Company gives a notice of
redemption pursuant to this Section 4, the Company shall be required to deliver to the
Indenture Trustee a written legal opinion of independent counsel of recognized standing,
chosen by the Company, in a form satisfactory to the Indenture Trustee confirming that the
Company is entitled to exercise its right of redemption. The redemption price will be equal
to 100% of the principal amount of this Note together with any accrued but unpaid interest,
if any, in respect of this Note to the date fixed for redemption.



     Section 5. Optional Redemption. As specified on the face hereof, on the date or
dates as set forth on the face hereof, subject to section 12.01(a) of the Indenture, the Company
may redeem this Note, in full or in part as applicable. Such redemption shall be made in whole or,
at the Company’s option, from time to time in part made in principal amounts equal to the
authorized denominations specified on the face hereof (provided that any remaining principal amount
hereof shall be at least the minimum authorized denomination hereof) at the applicable Redemption
Price, together with unpaid interest, if any, accrued thereon to the date of redemption. Unless otherwise set
forth on the face hereof, the Company must give written notice to the Holders of this



A-36









 







Note to be redeemed pursuant to this Section 5 not more than seventy-five (75) nor less than thirty (30)
calendar days prior to the date of redemption. The Initial Redemption Percentage, if any,
applicable to this of Note shall decline at each anniversary of the Initial Redemption Date by an
amount equal to the applicable Annual Redemption Percentage Reduction, if any, until the redemption
price is equal to 100% of the unpaid amount thereof to be redeemed. If this Note is redeemed in
part only, a new Note in principal amount equal to the unredeemed principal portion will be issues.



     Section 6. Sinking Funds. Unless specified on the face hereof, this Note will not be
subject to, or entitled to the benefit of, any sinking fund.



     Section 7. Modifications and Waivers. The Indenture contains provisions permitting
the Company and the Indenture Trustee (1) at any time and from time to time without notice
to, or the consent of, the Holders of any Notes issued under the Indenture to enter into one or
more supplemental indentures for certain enumerated purposes and (2) with the consent of
the Holders of a majority in aggregate principal amount of the Outstanding Notes affected thereby,
to enter into one or more supplemental indentures for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, the Indenture or of modifying in
any manner the rights of Holders of Notes under the Indenture; provided, that, with respect
to certain enumerated provisions, no such supplemental indenture shall be entered into without the
consent of the Holder of each Note affected thereby. Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note
and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon this Note or such other
Notes.



     Section 8. Obligations Unconditional. No reference herein to the Indenture and no
provisions of this Note or of the Indenture shall impair the right of each Holder of any Note,
which is absolute and unconditional, to receive payment of the principal of, and any interest on,
and premium, if any, on, such Note when due and payable in accordance with the provisions hereof
and to institute suit for the enforcement of any such payment, and such rights shall not be
impaired without the consent of such Holder.



     Section 9. Events of Default. If an Event of Default with respect to the Notes of
this series shall occur and be continuing, the principal of, and all other amounts payable on, the
Notes of this series may be declared due and payable, or may be automatically accelerated, as the
case may be, in the manner and with the effect provided in the Indenture.



     Section 10. Withholding Tax and Payment of Additional Amounts.



     (a) All payments of principal and/or interest in respect of this Note shall be made without
withholding or deduction for or on account of Taxes imposed or levied by



A-37









 







or on behalf of a Taxing Jurisdiction, unless such withholding or deduction is required by law. In that event, unless
otherwise specified on the face of this Note, the Company will pay such Additional Amounts as will
result (after such withholding or deduction) in the receipt by the Holder of this Note of such sums
which would have been received (in the absence of such withholding or deduction) from the Company
in respect of this Note, except that no such Additional Amounts shall be payable in respect
of this Note:




     (i) to, or on behalf of, a Holder (or beneficial owner) of this Note who is liable for
any such Taxes in respect of this Note by reason of having some connection with a Taxing
Jurisdiction other than the mere holding or ownership of this Note; and/or;




     (ii) to, or on behalf of, a Holder (or beneficial owner) of this Note who, fails to
comply with any request by the Bank or the Paying Agent for any information or
certification concerning the nationality, residence or identity of the Holder or beneficial
owner or any other information or certification required to establish the eligibility of
the Holder to receive the relevant payment without (or at a reduced rate of) withholding or
deduction for or on account of any such Taxes (under then current law, regulation or
practice); and/or;




     (iii) presented for payment more than thirty (30) days after the date on which such
payment becomes due and payable or the date on which payment is duly provided for,
whichever occurs later, except to the extent that the Holder hereof would have been
entitled to such Additional Amounts on presenting this Note for payment on the last day of
such period of thirty (30) days (assuming, whether or not such is in fact the case, such
last day to be an Interest Payment Date); and/or;




     (iv) where such withholding or deduction is imposed on a payment to, or on behalf of,
an individual and is required to be made pursuant to European Council Directive 2003/48/EC
on the taxation of savings or any law implementing or complying with, or introduced in
order to conform to, such Directive; and/or;




     (v) presented for payment by, or on behalf of, a Holder who would be able to avoid
such withholding or deduction by presenting this Note to another Paying Agent.



     (b) Whenever in this Note reference is made to the payment of the principal of, any premium,
or any interest, this includes the payment of Additional Amounts to the extent that, in context,
Additional Amounts are, were or would be payable.



     Section 11. Listing. Unless otherwise specified on the face hereof, this Note will
not be listed on any Stock Exchange.



A-38









 





     Section 12. No Recourse Against Certain Persons. No recourse shall be had for the
payment of any principal, interest or any other sums at any time owing under the terms of this
Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of
the Indenture or any indenture supplemental thereto against the Nonrecourse Parties, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such personal liability being, by the acceptance hereof and as part of
the consideration for issue hereof, expressly waived and released.



     Section 13. Miscellaneous.



     (a) This Note is issuable only as a registered Note without coupons in denominations of
$750,000 and any integral multiple of $750,000 in excess thereof, unless otherwise provided on the
face of this Note.



     (b) Prior to due presentment for registration of transfer of this Note, the Company, the
Indenture Trustee, the Registrar, the Paying Agent, any Agent, and any other agent of the Company
or the Indenture Trustee may treat the Person in whose name this Note is registered as the owner
hereof for the purpose of receiving payment as herein provided and for all other purposes, whether
or not this Note shall be overdue, and none of the Company, the Indenture Trustee, the Registrar,
the Paying Agent, any Agent, or any other agent of the Company or the Indenture Trustee shall be
affected by notice to the contrary.



     (c) The Notes of this series are being issued by means of a book-entry-only system with no
physical distribution of certificates to be made except as provided in the Indenture. The
book-entry system maintained by the Depositary will evidence ownership of the Notes of this series,
with transfers of ownership effected on the records of the Depositary and its participants pursuant
to rules and procedures established by the Depositary and its participants. The Company and the
Indenture Trustee will recognize the Nominee as the registered owner of the Notes of this series,
as the Holder of the Notes of this series for all purposes, including payment of principal, premium
(if any) and interest, notices and voting. Transfer of principal, premium (if any) and interest to
participants of the Depositary will be the responsibility of the Depositary, and transfer of
principal, premium (if any) and interest to beneficial holders of the Notes of this series by
participants of the Depositary will be the responsibility of such participants and other nominees
of such beneficial holders. So long as the book-entry system is in effect, the
selection of any Notes to be redeemed or repaid will be determined by the Depositary pursuant
to rules and procedures established by the Depositary and its participants. Neither the Company
nor the Indenture Trustee will be responsible or liable for such transfers or payments or for
maintaining, supervising or reviewing the records maintained by the Depositary, its participants or
persons acting through such participants.



A-39









 





     (d) This Note or portion hereof may not be exchanged for Definitive Notes, except in the
limited circumstances provided for in the Indenture. The transfer or exchange of Definitive Notes
shall be subject to the terms of the Indenture. No service charge will be made for any
registration of transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.



     Section 14. SUBORDINATION. THE RIGHTS OF THE HOLDER OF THIS NOTE ARE, TO THE EXTENT
AND IN THE MANNER SET FORTH IN SECTION 12.01 OF THE INDENTURE, SUBORDINATED TO THE CLAIMS OF SENIOR
CREDITORS, AND THIS NOTE IS ISSUED SUBJECT TO THE PROVISIONS OF THAT SECTION 12.01, AND THE HOLDER
OF THIS NOTE, BY ACCEPTING THE SAME, AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS. THE
PROVISIONS OF SECTION 12.01 OF THE INDENTURE AND THE TERMS OF THIS PARAGRAPH ARE GOVERNED BY, AND
SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF IRELAND.



     Section 15. GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR
RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY
STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION, EXCEPT AS
PROVIDED IN SECTION 14 HEREOF AND EXCEPT THAT THE AUTHORIZATION AND EXECUTION OF THIS NOTE SHALL BE
GOVERNED (IN ADDITION TO THE LAWS OF THE STATE OF NEW YORK RELEVANT TO EXECUTION) BY THE
JURISDICTION OF ORGANIZATION OF THE COMPANY.



A-40









 





Schedule I




TERMS
RELATED TO NOTES LINKED TO SECURITIES OF ONE OR MORE
 ISSUERS, ONE OR
MORE CURRENCIES, ONE OR
MORE COMMODITIES,
 INDICES, OR ANY OTHER INSTRUMENT(S) OR
MEASURE(S) OR BASKETS
 THEREOF





A-41









 








Exhibit B




FORM OF DEFINITIVE NOTE




THIS NOTE IS A DEFINITIVE NOTE WITHIN THE MEANING OF THE INDENTURE (HEREINAFTER DEFINED) AND IS
REGISTERED IN THE NAME OF THE HOLDER (AS DEFINED IN THE INDENTURE) HEREOF. THIS NOTE IS NOT
EXCHANGEABLE FOR A GLOBAL NOTE (AS DEFINED IN THE INDENTURE).



	 	 	 	 	 
	REGISTERED NO.:

	 	CUSIP NO.:
	 	PRINCIPAL AMOUNT: [U.S. $]
	 
	 	 	 	 
	[ISIN NO.:]

	 	 	 	[COMMON CODE:]






B-1









 






THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND




MEDIUM-TERM NOTES




	 	 	 
	Issuance Date:
	 	Fixed Rate Note:  o Yes o No. If yes,
	Interest Commencement Date(s)
	 	     Interest Rate:
	Issue Price:
	 	     Interest Payment Dates:
	Settlement Date:
	 	     Additional/Other Terms:
	Stock Exchange Listing: o Yes o No. If yes,
	 	Floating Rate Note:  o Yes o No. If yes,
	indicate name(s) of Stock Exchange(s):
	 	 
	__________________________________________________.
	 	 
	 
	 	     Regular Floating Rate Notes o
	Authorized Denominations:
	 	     Floating Rate/ Fixed Rate Notes:  o
	Specified Currency:
	 	          Fixed Interest Rate:
	Interest Rate or Formula:
	 	          Fixed Rate Commencement Date:
	 
	 	          ISDA Determination o
	Note Linked
to Securities of One or More Issuers, One or More
	 	          Interest Rate Basis(es):
	Currencies, One or More
Commodities, Indices or any Other Instrument(s) or Measure(s) or Baskets of any of the
Foregoing:
	 	          CD Rate o
	 
	 	 
	Redemption Provisions:
	 	 
	Initial Redemption Date:
	 	          CMT Rate o
	Redemption Dates:
	 	               Designated Reuters Page:
	Initial Redemption Percentage:
	 	                    o FRBCMT
	Annual Redemption Percentage Reduction, if any:
	 	                    o FEDCMT (Weekly Average)
	 
	 	                    o FEDCMT (Monthly Average)
	 
	 	               Designated CMT Maturity Index:
	 
	 	          Commercial Paper Rate o
	 
	 	          Constant Maturity Swap Rate o
	 
	 	          CPI Adjustment Rate o
	 
	 	          Eleventh District Cost of Funds Rate
	 
	 	          EURIBOR o
	 
	 	          Federal Funds (Effective) Rate o
	 
	 	          Federal Funds (Open) Rate o
	 
	 	          LIBOR o
	 
	 	               o LIBOR Reuters Page
	 
	 	               o Other Designated LIBOR Page:
	 
	 	               Designated LIBOR Currency:
	 
	 	          Treasury Rate o
	 
	 	          Prime Rate o
	 
	 	          Inverse Floating Rate Note o
	 
	 	               Fixed Interest Rate:
	 
	 	          Other o
	 
	 	          Index Maturity:
	 
	 	          Spread and/or Spread Multiplier:
	 
	 	          Initial Interest Rate, if any:
	 
	 	          Initial Interest Reset Date:
	 
	 	          Interest Reset Dates:
	 
	 	          Interest Determination Date(s)
	 
	 	          Interest Payment Dates:
	 
	 	          Maximum Interest Rate, if any:
	 
	 	          Minimum Interest Rate, if any:
	 
	 	          Additional/Other Terms:
	 
	 	Regular Record Date(s):
	 
	 	Sinking Fund:
	 
	 	Day Count Convention:
	 
	 	Calculation Agent:
	 
	 	Aggregate Principal Amount of the Series:
	 
	 	Additional/Other Terms:






B-2









 






     The Governor and Company of the Bank of Ireland (the “Company”), for value received,
hereby promises to pay to                     , or its registered assigns, the Principal Amount specified
above and, subject to Sections 2.10(b) and 12.01(a) of the Indenture (as hereinafter defined) to
pay interest thereon from the Issuance Date specified above or from the most recent Interest
Payment Date specified above to which interest has been paid or duly provided for at the rate per
annum determined in accordance with the provisions on the reverse hereof and as specified above,
until the principal hereof is paid or made available for payment. Unless otherwise set forth above
under “Specified Currency,” payments of principal, premium, if any, and interest hereon will be
made in the lawful currency of the United States of America (“U.S. Dollars”). Except as
provided in Section 2 on the reverse hereof, if the Specified Currency set forth above is a
currency other than U.S. Dollars, the Holder shall receive such payments in such Foreign Currency
(as herein defined). Capitalized terms not otherwise defined herein shall have their meanings set
forth in the Indenture, dated as of [•], [•] (the “Indenture”), between The Bank of New
York Mellon, as the indenture trustee (the “Indenture Trustee”), and the Company, as
amended or supplemented from time to time, or on the face hereof.



     This Note is one of a duly authorized issue of securities of the Company (herein called the
“Notes”), issued and to be issued in one or more series under the Indenture and reference
is hereby made to the Indenture for a statement of the respective rights, limitation of rights,
duties and immunities thereunder of the Company, the Indenture Trustee and the Holders of the Notes
and of the terms upon which the Notes are, and are to be, authenticated and delivered.



     This Note will mature when its principal becomes due and payable by the declaration of
acceleration of maturity, notice of redemption by the Company or otherwise (the date on which this
Note becomes due and payable is referred to as the “Maturity Date”).



     Except as provided in the following paragraph and subject to Sections 2.10(b) and 12.01(a) of
the Indenture, the Company will pay interest on each Interest Payment Date specified above,
commencing with the first (1st) Interest Payment Date next succeeding the Issuance Date, and on the
Maturity Date. Unless otherwise specified above, the interest payable on each Interest Payment
Date or the Maturity Date will be the amount of interest accrued from and including the Issuance
Date or from and including the last Interest Payment Date to which interest has been paid or duly
provided for, as the case may be, to, but excluding, such Interest Payment Date or the Maturity
Date, as the case may be.



     Unless otherwise specified above, the interest payable on any Interest Payment Date will be
paid to the Holder on the Regular Record Date for such Interest Payment Date, which Regular Record
Date shall be the fifteenth (15th) calendar day, whether or not a Business Day, immediately
preceding the related Interest Payment Date; provided that, notwithstanding any provision of the
Indenture to the contrary, interest payable on



B-3









 







any Maturity Date shall be payable to the Person to whom principal shall be payable; and
provided, further, that unless otherwise specified above, in the case of a Note initially issued
between a Regular Record Date and the Interest Payment Date relating to such Regular Record Date,
interest for the period beginning on the Issuance Date and ending on such Interest Payment Date
shall be paid on the Interest Payment Date following the next succeeding Regular Record Date to the
Holder on such next succeeding Regular Record Date.



     Unless otherwise specified on the face hereof, the Company has no obligation to make any
payments of interest with respect to this Note other than on a Compulsory Interest Payment Date and
failure to make any such payment on any Interest Payment Date that is not a Compulsory Interest
Payment Date shall not constitute a default by the Company for any purpose.



     Unless otherwise specified on the face hereof, payments of Arrears of Interest on which are
payable, and are paid or duly provided for, on any Interest Payment Date shall be paid to the
Holder on the Regular Record Date for such payment. Any payment of Arrears of Interest on a Note
which is not made on an Interest Payment Date or on the Maturity Date shall be made to the Holder
on the record date established by the Company for such purpose pursuant to Section 2.10(e) of the
Indenture. Whenever in this Note reference is made to the payment of interest, this includes the
payment of Arrears of Interest to the extent that, in context, Arrears of Interest are, were or
would be payable.



     Payments of interest hereon (other than on the Maturity Date) will be made by wire transfer or
by check mailed to the Holder of this Note registered as such as of the Regular Record Date. A
Holder of $10,000,000, or its equivalent in a Specified Currency other than U.S. Dollars, or more
in aggregate principal amount of Definitive Notes will be entitled to receive payments by wire
transfer in immediately available funds to an account in the Specified Currency maintained by the
payee with a bank in the applicable Principal Financial Center or, if this Note is denominated in
Euro, in a city in which banks have access to the TARGET System, provided that the Paying
Agent has received from the Holder written, appropriate wire transfer instructions not later than
five (5) Business Days prior to the applicable Interest Payment Date. Unless otherwise specified on
the face hereof, any principal, premium and/or interest payable hereon on the Maturity Date will be
paid in immediately available funds upon surrender of this Note at the Corporate Trust Office of
the Indenture Trustee, provided that this Note is presented to the Indenture Trustee (or
any such Paying Agent) in time for the Indenture Trustee (or any such Paying Agent) to make such
payments in such funds in accordance with its normal procedures.



     Unless otherwise specified on the face hereof, the Holder hereof will not be obligated to pay
any administrative costs imposed by banks in making payments in immediately available funds by the
Company. Unless otherwise specified on the face hereof, to the extent set forth in Section 10 of
this Note and Section 3.12(a) of the



B-4









 







Indenture, the Company shall pay Additional Amounts in respect of any withholding tax or
deduction from payments made hereunder.



     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE
HEREOF. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT
THIS PLACE.



     Unless the Certificate of Authentication hereon shall have been executed by the Indenture
Trustee pursuant to the Indenture, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.



B-5









 





     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed, by manual or
facsimile signature.



	 	 	 	 	 
	 	THE GOVERNOR AND COMPANY OF 
THE BANK OF IRELAND
 	 
	 
	Dated:  [ • ] 	By:  	 	 
	 	 	Authorized Officer 	 



CERTIFICATE OF AUTHENTICATION





     This is one of the Notes of The Governor and Company of the Bank of Ireland referred to in the
within-mentioned Indenture.



	 	 	 	 	 
	Dated:  [ • ] 	The Bank of New York Mellon,

as Indenture Trustee

 	 
	 	By:  	

 	 
	 	 	authorized signatory 	 
	 	 	 	 



B-6









 






	 	 	 	 	 



[REVERSE OF NOTE]





     Section 1. General. This Note is one of a duly authorized issue of Notes of the
Company. The Notes of this series are issued pursuant to the Indenture. The Notes are not deposit
liabilities of the Company and are not insured by the United States Federal Deposit Insurance
Corporation or any other governmental agency of the United States, Ireland or any other
jurisdiction.



     Section 2. Currency.



     (a) Unless specified otherwise on the face hereof, this Note is denominated in, and payments
of principal, premium, if any, and/or interest, if any, will be made in U.S. Dollars. If specified
on the face hereof, this Series of Notes may be denominated in, and payments of principal, premium,
if any, and/or interest, if any, may be made in a currency other than U.S. Dollars (a “Foreign
Currency”). The Holder of this Note is required to pay for this Note in the Specified Currency
indicated on the face hereof.



     (b) If this Note is denominated in, and payments of principal, premium, if any, and/or
interest, if any, may be made in a Foreign Currency and if specified on the face hereof under
“Additional/Other Terms” that the Holder hereof may request payments in U.S. Dollars, then, when
the Company makes payments in U.S. Dollars of an amount due in another currency, the Company will
determine the U.S. Dollar amount the Holder receives as follows:




     (i) The Exchange Rate Agent (as defined below) will request currency bid quotations
expressed in U.S. Dollars from three or, if three are not available, then two, recognized
foreign exchange dealers in The City of New York, any of which may be the Exchange Rate
Agent, which may be an affiliate of the Company, as of 11:00 A.M., The City of New York
time, on the second Business Day before the payment date.




     (ii) Currency bid quotations will be requested on an aggregate basis, for all Holders
of Notes requesting U.S. Dollar payments of amounts due on the same date in the same
Specified Currency. The U.S. Dollar amount the Holder receives will be based on the
highest acceptable currency bid quotation received by the Exchange Rate Agent. If the
Exchange Rate Agent determines that at least two acceptable currency bid quotations are not
available on that second Business Day, the payment will be made in the Specified Currency.




     (iii) To be acceptable, a quotation must be given as of 11:00 A.M., The City of New
York time, on the second Business Day before the due date and the quoting dealer must
commit to execute a contract at the quotation in the total amount due in that currency on
all series of Notes. If some but not all of the



B-7









 







relevant Notes are LIBOR Notes or EURIBOR Notes, the second preceding Business Day
will be determined for this purpose as if none of those Notes were LIBOR Notes or EURIBOR
Notes.




     (iv) All determinations made by the Exchange Rate Agent will be at its sole discretion
unless the Company states on the face hereof that any determination is subject to the
Company’s approval. In the absence of manifest error, determinations pursuant to this
Section 2(b) will be conclusive for all purposes and binding on the applicable Holder, the
Indenture Trustee and the Company, without any liability on the part of the Exchange Rate
Agent.




     (v) When the Company makes payments to a Holder in U.S. Dollars of an amount due in
another currency, the Holder will bear all associated currency exchange costs, which will
be deducted from the payment.




     (vi) The Company may change the Exchange Rate Agent from time to time after the
Issuance Date of the Note without Holder consent and without notifying Holders of the
change. The Company or one of its Affiliates may serve as Exchange Rate Agent.




     (vii) “Exchange Rate Agent” means, in the case of a Note issued in a Foreign
Currency, a financial institution appointed by the Company to act as the exchange rate
agent for such Specified Currency. The Company or one of its Affiliates may perform this
role.



     (c) If the Company is obligated to make any payment in a Foreign Currency and the Foreign
Currency or any successor currency is not available to the Company or cannot be paid to the Holder
due to circumstances beyond the Company’s control (such as the imposition of exchange controls or a
disruption in the currency markets) the Company will be entitled to satisfy its obligation to make
the payment in such Foreign Currency by making the payment in U.S. Dollars. In this case, the
exchange rate will be the noon buying rate for cable transfers of such Foreign Currency in The City
of New York as quoted by the Federal Reserve Bank of New York on the then-most recent day on which
that bank has quoted that rate.



     Section 3. Determination of Interest Rate and Certain Other Terms.



     (a) Interest. Each interest-bearing Note will bear interest from its Issuance Date at
the rate per annum, in the case of Notes that bear interest at fixed rates, or pursuant to the
interest rate formula, in the case of Notes that bear interest at floating rates, in each case as
set forth on the face hereof, until the principal thereof is paid or made available for payment.
The Company will make interest payments in respect of the Notes in an amount equal to the interest
accrued from and including the immediately preceding Interest Payment Date in respect of which
interest has been paid or duly



B-8









 







provided for or from and including the Issuance Date, if no interest has been paid, to but
excluding the applicable Interest Payment Date or the Maturity Date, as the case may be (each, an
“Interest Period”).



     Interest on each Note will be payable in arrears on each Interest Payment Date, to the
registered Holder at the close of business on the Record Date (as defined below) (except that
interest, if any, due at Maturity will be paid to the person to whom the principal of the Note is
paid) and on the Maturity Date. The first payment of interest on each Note originally issued
between a Record Date and the related Interest Payment Date will be made on the Interest Payment
Date immediately following the next succeeding Record Date to the registered Holder on the next
succeeding Record Date. The “Record Date” shall be the day that is fifteen (15) calendar days
preceding the applicable Interest Payment Date, whether or not a Business Day.



     (b) Fixed Rate Notes. If this Note is specified on the face hereof as a “Fixed
Rate Note:”




     (i) Interest. This Note will bear interest at a fixed rate from and including
its Issuance Date or from and including the most recent Interest Payment Date as to which
interest has been paid or duly provided for until the principal is paid or made available
for payment. The fixed interest rate per annum applicable to this Note and the frequency
with which interest is payable are specified on the face hereof. Unless otherwise
specified on the face hereof, interest, including interest for any partial period, will be
computed on the basis of a 360 day year of twelve 30-day months. If “Actual/Actual (ICMA)”
is specified on the face hereof:




     (A) in the case of Notes where the number of days in the relevant period from
(and including) the most recent Interest Payment Date (or, if none, the Fixed Rate
Commencement Date, as specified on the face hereof) to (but excluding) the relevant
payment date (the “Accrual Period”) is equal to or shorter than the
Determination Period during which the Accrual Period ends, the number of days in
such Accrual Period divided by the product of (1) the number of days in such
Determination Period and (2) the number of Interest Determination Dates (as
specified on the face hereof) that would occur in one calendar year; or




     (B) in the case of Notes where the Accrual Period is longer than the
Determination Period during which the Accrual Period ends, the sum of:




     (1) the number of days in such Accrual Period falling in the
Determination Period in which the Accrual Period begins divided by the
product of (x) the number of days in such



B-9









 







Determination Period and (y) the number of Interest Determination
Dates (as specified on the face hereof) that would occur in one calendar
year; and




     (2) the number of days in such Accrual Period falling in the next
Determination Period divided by the product of (x) the number of days in
such Determination Period and (y) the number of Interest Determination
Dates that would occur in one calendar year; and



          “Determination Period” means the period from (and including) an Interest Determination
Date to (but excluding) the next Interest Determination Date (including, where either the Fixed
Rate Commencement Date, as specified on the face hereof, or the final Interest Payment Date is not
an Interest Determination Date, the period commencing on the first Interest Determination Date
prior to, and ending on the first Interest Determination Date falling after, such date).



     Each payment of interest, including interest to be paid at the Maturity Date, will include
interest to, but excluding, the date that the interest payment is due.




     (ii) Unless otherwise specified on the face hereof, the Interest Payment Dates for
this Note will be as follows:



	 	 	 
	Interest Payment Frequency	 	Interest Payment Dates
	 
	 	 
	Monthly

	 	Third Wednesday of each calendar month,
beginning in the first calendar month following
the month this Note was issued.
	 
	 	 
	Quarterly

	 	Third Wednesday of every third calendar month,
beginning in the third calendar month following
the month this Note was issued.
	 
	 	 
	Semi-annual

	 	Third Wednesday of every sixth calendar month,
beginning in the sixth calendar month following
the month this Note was issued.






B-10









 






	 	 	 
	Interest Payment Frequency	 	Interest Payment Dates
	 
	Annual

	 	Third Wednesday of every twelfth calendar
month, beginning in the twelfth calendar month
following the month this Note was issued.







     (iii) If any Interest Payment Date or the Maturity Date of a fixed rate Note falls on
a day that is not a Business Day, the Company will make the required payment of principal,
premium, if any, and/or interest or other amount, if any, on the next succeeding Business
Day, and no additional interest will accrue in respect of the payment made on that next
succeeding Business Day.



     (c) Floating Rate Notes. If this Note is specified on the face hereof as a
“Floating Rate Note:”




     (i) Interest Rate Basis. Interest on this Note will be determined by
reference to the applicable Interest Rate Basis or Interest Rate Bases, which may, as
described below, include the CD Rate, the CMT Rate, the Commercial Paper Rate, the Constant
Maturity Swap Rate, the CPI Adjustment Rate, the Eleventh District Cost of Funds Rate,
EURIBOR, the Federal Funds (Effective) Rate, the Federal Funds (Open) Rate, LIBOR, the
Prime Rate or the Treasury Rate (each as defined below) or such other rate, in accordance
with a schedule attached hereto.




     (ii) Interest Rate. The rate derived from the applicable Interest Rate Basis
will be determined in accordance with the related provisions below. The interest rate in
effect on each day will be based on: (1) if that day is an Interest Reset Date,
the rate determined as of the Interest Determination Date immediately preceding that
Interest Reset Date; or (2) if that day is not an Interest Reset Date, the rate
determined as of the Interest Determination Date immediately preceding the most recent
Interest Reset Date.




     (iii) Spread; Spread Multiplier; Index Maturity. The “Spread” is the
number of basis points (one one-hundredth of a percentage point) specified on the face
hereof to be added to or subtracted from the related Interest Rate Basis or Interest Rate
Bases applicable to this Note. The “Spread Multiplier” is the percentage specified
on the face hereof of the related Interest Rate Basis or Interest Rate Bases applicable to
this Note by which the Interest Rate Basis or Interest Rate Bases will be multiplied to
determine the applicable interest rate. The “Index Maturity” is the period to maturity of
the instrument or obligation with respect to which the related Interest Rate Basis or
Interest Rate Bases will be calculated.



B-11









 






     (iv) Regular Floating Rate Note. If this Note is specified on the face hereof
as a Floating Rate/Fixed Rate Note, this Note (a “Regular Floating Rate Note”) will
bear interest at the rate determined by reference to the applicable Interest Rate Basis or
Interest Rate Bases: (1) multiplied by the applicable Spread Multiplier, if any;
and/or (2) plus or minus the applicable Spread, if any. Commencing on the first
Interest Reset Date, the rate at which interest on this Regular Floating Rate Note is
payable will be reset as of each Interest Reset Date; provided, however, that the interest
rate in effect for the period, if any, from the Issuance Date to the first Interest Reset
Date will be the Initial Interest Rate.




     (v) Inverse Floating Rate Notes. If this Note is specified on the face hereof
as an “Inverse Floating Rate Note,” such Inverse Floating Rate shall be equal to
the Fixed Interest Rate as specified on the face hereof, minus the interest rate determined
by reference to the Interest Rate Basis, multiplied by the Spread Multiplier, if any,
and/or plus or minus the Spread, if any; provided, however, that
(1) the interest rate will not be less than zero and (2) commencing on the
first Interest Reset Date, the rate at which interest on this Note is payable will be reset
as of each Interest Reset Date; provided further, however, that the
interest rate in effect for the period, if any, from the Issuance Date to the first
Interest Reset Date will be the Initial Interest Rate.




     (vi) Floating Rate/Fixed Rate Notes. If this Note is specified on the face
hereof as a “Floating Rate/Fixed Rate Note,” this Note will bear interest at the rate
determined by reference to the applicable Interest Rate Basis or Interest Rate Bases:
(1) multiplied by the applicable Spread Multiplier, if any; and/or (2) plus
or minus the applicable Spread, if any. Commencing on the first Interest Reset Date, the
rate at which this Floating Rate/Fixed Rate Note is payable will be reset as of each
Interest Reset Date; provided, however, that: (A) the interest rate in effect for
the period, if any, from the Issuance Date to the first Interest Reset Date will be the
Initial Interest Rate specified on the face hereof; and (B) the interest rate in
effect commencing on the Fixed Rate Commencement Date will be the Fixed Interest Rate, if
specified on the face hereof, or, if not so specified, the interest rate in effect on the
day immediately preceding the Fixed Rate Commencement Date.




     (vii) Interest Reset Dates. The period commencing on (and including) the
applicable Interest Reset Date to (but excluding) the next applicable Interest Reset Date
will be the “Interest Reset Period.” Unless otherwise specified on the face hereof, the
Interest Reset Dates will be, in the case of this Floating Rate Note if by its terms it
resets:



B-12









 





	 	 	 
	Interest Reset Frequency	 	Interest Reset Dates
	 
	 	 
	Daily

	 	Each business day;
	 
	 	 
	Weekly

	 	Wednesday of each week, with the
exception of weekly reset Notes that
bear interest at floating rates as
to which the Treasury Rate is an
applicable Interest Rate Basis,
which will reset the Tuesday of each
week;
	 
	 	 
	Monthly

	 	Third Wednesday of each calendar
month with the exception of monthly
reset Notes that bear interest at
floating rates as to which the
Eleventh District Cost of Funds Rate
is an applicable Interest Rate
Basis, which will reset on the first
calendar day of the month;
	 
	 	 
	Quarterly

	 	Third Wednesday of every third
calendar month, beginning in the
third calendar month following the
month in which the Issuance Date
occurred;
	 
	 	 
	Semi-annually

	 	Third Wednesday of each of the two
months specified on the face hereof;
	 
	 	 
	Annually

	 	Third Wednesday of the month
specified on the face hereof;







provided, however, that, with respect to a Floating Rate/Fixed Rate Note,
the rate of interest thereon will not reset after the particular Fixed Rate Commencement
Date. If any Interest Reset Date for this Floating Rate Note would otherwise be a day that
is not a Business Day, the particular Interest Reset Date will be postponed to the next
succeeding Business Day, except that in the case of a Floating Rate Note as to which
EURIBOR or LIBOR is an applicable Interest Rate Basis and that Business Day falls in the
next succeeding calendar month, the particular Interest Reset Date will be the immediately
preceding Business Day.




     (viii) Interest Determination Dates. The interest rate applicable to a
Floating Rate Note for an Interest Reset Period commencing on the related Interest Reset
Date will be determined by reference to the applicable Interest Rate Basis as of the
particular “Interest Determination Date,” which will be: (1) with



B-13









 







respect to the CD Rate, Constant Maturity Swap Rate and Federal Funds (Open) Rate—the
second Business Day immediately preceding the related Interest Reset Date; (2) with
respect to the CMT Rate-the second U.S. Government Securities Business Day preceding the
related Interest Reset Date, where “U.S. Government Securities Business Day” means any day
except for a Saturday, Sunday or a day on which The Bond Market Association recommends that
the fixed income department of its members be closed for the entire day for purposes of
trading in U.S. Government Securities; (3) With respect to Commercial Paper Rate,
Federal Funds (Effective) Rate and Prime Rate-the Business Day preceding the related
Interest Rest Date; (4) with respect to the CPI Adjustment Rate—the fifth Business
Day preceding the related Interest Reset Date (unless otherwise specified on the face
hereof); (5) with respect to the Eleventh District Cost of Funds Rate—the last
Business Day of the month immediately preceding the related Interest Reset Date on which
the Federal Home Loan Bank of San Francisco publishes the Eleventh District Index (as
defined below); (6) with respect to EURIBOR—the second TARGET Settlement Day (as
defined below) immediately preceding the applicable Interest Reset Date; (7) with
respect to LIBOR—the second London Banking Day immediately preceding the related Interest
Reset Date; and (8) with respect to the Treasury Rate—the day of the week in which
the related Interest Reset Date falls on which day Treasury Bills (as defined below) are
normally auctioned (i.e., Treasury Bills are normally sold at auction on Monday of each
week, unless that day is a legal holiday, in which case the auction is normally held on the
immediately succeeding Tuesday, except that the auction may be held on the preceding
Friday) or, if no action is held for a particular week, the first Business Day of that
week. If, as a result of a legal holiday, an auction is held on the Friday of the week
preceding the related Interest Reset Date, the related Interest Determination Date shall be
such preceding Friday and if an auction shall fall on any Interest Reset Date, the Interest
Reset Date shall instead be the first Business Day immediately following the auction. The
Interest Determination Date pertaining to a Floating Rate Note, the interest rate of which
is determined with reference to two or more Interest Rate Bases, will be the latest
Business Day that is at least two Business Days before the related Interest Reset Date for
the applicable Floating Rate Note on which each Interest Reset Basis is determinable.
“TARGET Settlement Day” means a day on which the TARGET System is open. “TARGET System”
means the Trans-European Automated Real-Time Gross Settlement Express Transfer System.




     (ix) Calculation Dates. The interest rate applicable to each Interest Reset
Period will be determined by the Calculation Agent on or prior to the Calculation Date (as
defined below), except with respect to LIBOR, EURIBOR and the Eleventh District Cost of
Funds Rate, which will be determined on the particular Interest Determination Date. Upon
request of the Holder of a Floating Rate Note, the Calculation Agent will disclose the
interest rate then in effect and,



B-14









 







if determined, the interest rate that will become effective as a result of a
determination made for the next succeeding Interest Reset Date with respect to such
Floating Rate Note. The “Calculation Date,” if applicable, pertaining to any
Interest Determination Date will be the earlier of: (1) the tenth calendar day
after the particular Interest Determination Date or, if such day is not a Business Day, the
next succeeding Business Day; or (2) the Business Day immediately preceding the
applicable Interest Payment Date or the Maturity Date, as the case may be.




     (x) Maximum or Minimum Interest Rate. If specified on the face hereof, this
Note may have either or both of a Maximum Interest Rate or a Minimum Interest Rate. If a
“Maximum Interest Rate” is so designated, the interest rate for a Floating Rate Note cannot
ever exceed such Maximum Interest Rate and in the event that the interest rate on any
Interest Reset Date would exceed such Maximum Interest Rate (as if no Maximum Interest Rate
were in effect) then the interest rate on such Interest Reset Date shall be the Maximum
Interest Rate. If a “Minimum Interest Rate” is so designated, the interest rate for a
Floating Rate Note cannot ever be less than such Minimum Interest Rate and in the event
that the interest rate on any Interest Reset Date would be less than such Minimum Interest
Rate (as if no Minimum Interest Rate were in effect) then the interest rate on such
Interest Reset Date shall be the Minimum Interest Rate. Notwithstanding anything to the
contrary contained herein, the interest rate on a Floating Rate Note shall not exceed the
maximum interest rate permitted by applicable law.




     (xi) Interest Payments. Unless otherwise specified on the face hereof, the
Interest Payment Dates will be, in the case of a Floating Rate Note which resets:



	 	 	 
	Interest Reset Frequency	 	Interest Payment Dates
	 
	 	 
	Daily, weekly or monthly

	 	Third Wednesday of each calendar
month or on the third Wednesday of
every third calendar month,
beginning in the third calendar
month following the month the Note
was issued, as specified on the
face hereof.
	 
	 	 
	Quarterly

	 	Third Wednesday of every third
calendar month, beginning in the
third calendar month following the
month in which the Issuance Date
occurred.






B-15









 






	 	 	 
	Interest Reset Frequency	 	Interest Payment Dates
	 
	Semi-annually

	 	Third Wednesday of each of the two
months specified on the face
hereof.
	 
	 	 
	Annually

	 	Third Wednesday of the month
specified on the face hereof.







In addition, the Maturity Date will also be an Interest Payment Date. If any Interest
Payment Date other than the Maturity Date for this Floating Rate Note would otherwise be a
day that is not a Business Day, such Interest Payment Date will be postponed to the next
succeeding Business Day, except that in the case of a Floating Rate Note as to which
EURIBOR or LIBOR is an applicable Interest Rate Basis and that Business Day falls in the
next succeeding calendar month, the particular Interest Payment Date will be the
immediately preceding Business Day. If the Maturity Date of a Floating Rate Note falls on
a day that is not a Business Day, the Company will make the required payment of principal,
premium, if any, and interest or other amounts on the next succeeding Business Day, and no
additional interest will accrue in respect of the payment made on that next succeeding
Business Day.




     (xii) Rounding. Unless otherwise specified on the face hereof, all percentages
resulting from any calculation on this Floating Rate Note will be rounded to the nearest
one hundred-thousandth of a percentage point, with five one-millionths of a percentage
point rounded upwards; provided, that if the Interest Rate Basis is the CPI
Adjustment Rate, all percentages resulting from any calculation on this Floating Rate Note
will be rounded to the nearest one hundredth of a percentage point, with five
one-thousandths of a percentage point rounded upwards. All dollar amounts used in or
resulting from any calculation on this Floating Rate Note will be rounded, in the case of
U.S. Dollars, to the nearest cent or, in the case of a Foreign Currency, to the nearest
unit (with one-half cent or unit being rounded upwards).




     (xiii) Interest Factor. Accrued interest is calculated by multiplying the
principal amount of this Floating Rate Note by an accrued interest factor. The accrued
interest factor is computed by adding the interest factor calculated for each day in the
particular Interest Reset Period. Unless otherwise specified on the face hereof, the
interest factor for each day will be computed by dividing the interest rate applicable to
such day by 360, in the case of a Floating Rate Note as to which the CD Rate, the
Commercial Paper Rate, the Constant Maturity Swap Rate, the CPI Adjustment Rate, the
Eleventh District Cost of Funds Rate, the Federal Funds (Effective) Rate, the Federal Funds
(Open) Rate, LIBOR, EURIBOR or the Prime Rate is an applicable Interest Rate Basis, or by
the actual



B-16









 







number of days in the year, in the case of a Floating Rate Note as to which the CMT
Rate or the Treasury Rate is an applicable Interest Rate Basis. The interest factor for a
Floating Rate Note as to which the interest rate is calculated with reference to two or
more Interest Rate Bases will be calculated in each period in the same manner as if only
the Interest Rate Basis specified under “Additional/Other Terms” applied.




     (xiv) Determination of Interest Rate Basis. The Calculation Agent shall
determine the rate derived from each Interest Rate Basis in accordance with the following
provisions.




     (A) CD Rate Notes. If the Interest Rate Basis is the CD Rate, this
Note shall be deemed a “CD Rate Note.” Unless otherwise specified on the
face hereof, “CD Rate” means:




     (1) the rate on the particular Interest Determination Date for
negotiable United States dollar certificates of deposit having the Index
Maturity specified on the face hereof as published in H.15(519) (as
defined below) under the caption “CDs (secondary market);” or




     (2) if the rate referred to in clause (1) is not so published by 3:00
P.M., The City of New York time, on the related Calculation Date, the rate
on the particular Interest Determination Date for negotiable United States
dollar certificates of deposit of the particular Index Maturity as
published in H.15 Daily Update (as defined below), or other recognized
electronic source used for the purpose of displaying the applicable rate,
under the caption “CDs (secondary market);” or




     (3) if the rate referred to in clause (2) is not so published by 3:00
P.M., The City of New York time, on the related Calculation Date, the rate
on the particular Interest Determination Date calculated by the
Calculation Agent as the arithmetic mean of the secondary market offered
rates as of 10:00 A.M., The City of New York time, on that Interest
Determination Date, of three leading non-bank dealers in negotiable United
States dollar certificates of deposit in The City of New York (which may
include the Calculation Agent itself and its affiliates, as well as any
underwriter, dealer or agent participating in the distribution of this
Note and their affiliates) selected by the Calculation Agent after
consultation with the Company for negotiable United States dollar
certificates of deposit of major United States money market banks for
negotiable United States certificates of deposit with a



B-17









 







remaining maturity closest to the particular Index Maturity in an
amount that is representative for a single transaction in that market at
that time; or




     (4) if the dealers so selected by the Calculation Agent are not
quoting as mentioned in clause (3), the CD Rate in effect on the
particular Interest Determination Date; provided that if no CD
Rate is then in effect, the interest rate for the next Interest Reset
Period will be the Initial Interest Rate.




“H.15(519)” means the weekly statistical release designated as H.15(519), or any
successor publication, published by the Board of Governors of the Federal Reserve System.




“H.15 Daily Update” means the daily update of H.15(519), available through the
world-wide-web site of the Board of Governors of the Federal Reserve System at
http//www.federalreserve.gov/releases/h15/update/h15upd.htm, or any successor site or
publication.




     (B) CMT Rate Notes. If the Interest Rate Basis is the CMT Rate, this
Note shall be deemed a “CMT Rate Note.” Unless otherwise specified on the
face hereof, “CMT Rate” means:




     (1) if Reuters Page FRBCMT is specified on the face hereof:




     i. the percentage equal to the yield for United States
Treasury securities at “constant maturity” having the Index
Maturity specified on the face hereof as published in H.15(519)
under the caption “Treasury Constant Maturities,” as the yield is
displayed on Reuters (or any successor service) on page FRBCMT (or
any other page as may replace the specified page on that service)
(“Reuters Page FRBCMT”), for the particular Interest
Determination Date; or




     ii. if the rate referred to in clause (i) does not so appear
on Reuters Page FRBCMT, the percentage equal to the yield for
United States Treasury securities at “constant maturity” having
the particular Index Maturity and for the particular Interest
Determination Date as published in H.15(519) under the caption
“Treasury Constant Maturities;” or



B-18









 







     iii. if the rate referred to in clause (ii) does not so
appear in H.15(519), the rate on the particular Interest
Determination Date for the period of the particular Index Maturity
as may then be published by either the Federal Reserve System
Board of Governors or the United States Department of the Treasury
that the Calculation Agent determines to be comparable to the rate
which would otherwise have been published in H.15(519); or




     iv. if the rate referred to in clause (iii) is not so
published, the rate on the particular Interest Determination Date
calculated by the Calculation Agent as a yield to maturity based
on the arithmetic mean of the secondary market bid prices at
approximately 3:30 P.M., The City of New York time, on that
Interest Determination Date of three leading primary United States
government securities dealers in The City of New York (which may
include the Calculation Agent itself and its affiliates, as well
as any underwriter, dealer or agent participating in the
distribution of this Note and their affiliates) (each, a
“Reference Dealer”) selected by the Calculation Agent after
consultation with the Company from five Reference Dealers selected
by the Calculation Agent and eliminating the highest quotation,
or, in the event of equality, one of the highest, and the lowest
quotation or, in the event of equality, one of the lowest, for
United States Treasury securities with an original maturity equal
to the particular Index Maturity, a remaining term to maturity no
more than one year shorter than that Index Maturity and in a
principal amount that is representative for a single transaction
in the securities in that market at that time; or




     v. if fewer than five but more than two of the prices
referred to in clause (iv) are provided as requested, the rate on
the particular Interest Determination Date calculated by the
Calculation Agent based on the arithmetic mean of the bid prices
obtained and neither the highest nor the lowest of the quotations
shall be eliminated; or




     vi. if fewer than three prices referred to in clause (iv) are
provided as requested, the rate on the particular Interest
Determination Date calculated by the Calculation Agent as a yield
to maturity based on the



B-19









 







arithmetic mean of the secondary market bid prices as of
approximately 3:30 P.M., The City of New York time, on that
Interest Determination Date of three Reference Dealers selected by
the Calculation Agent from five Reference Dealers selected by the
Calculation Agent after consultation with the Company and
eliminating the highest quotation or, in the event of equality,
one of the highest and the lowest quotation or, in the event of
equality, one of the lowest, for United States Treasury securities
with an original maturity greater than the particular Index
Maturity, a remaining term to maturity closest to that Index
Maturity and in a principal amount that is representative for a
single transaction in the securities in that market at that time;
or




     vii. if fewer than five but more than two prices referred to
in clause (vi) are provided as requested, the rate on the
particular Interest Determination Date calculated by the
Calculation Agent based on the arithmetic mean of the bid prices
obtained and neither the highest nor the lowest of the quotations
will be eliminated; or




     viii. if fewer than three prices referred to in clause (vi)
are provided as requested, the CMT Rate in effect on the
particular Interest Determination Date; provided that if no CMT
Rate is then in effect, the interest rate for the next Interest
Reset Period will be the Initial Interest Rate; or




     (2) if Reuters Page FEDCMT is specified on the face hereof:




     i. the percentage equal to the one-week or one-month, as
specified on the face hereof, average yield for United States
Treasury securities at “constant maturity” having the Index
Maturity specified on the face hereof as published in H.15(519)
opposite the caption “Treasury Constant Maturities,” as the yield
is displayed on Reuters (or any successor service) (on page FEDCMT
or any other page as may replace the specified page on that
service) (“Reuters Page FEDCMT”), for the week or month,
as applicable, ended immediately preceding the week or month, as
applicable, in which the particular Interest Determination Date
falls; or



B-20









 







     ii. if the rate referred to in clause (i) does not so appear
on Reuters Page FEDCMT, the percentage equal to the one-week or
one-month, as specified on the face hereof, average yield for
United States Treasury securities at “constant maturity” having
the particular Index Maturity and for the week or month, as
applicable, preceding the particular Interest Determination Date
as published in H.15(519) opposite the caption “Treasury Constant
Maturities;” or




     iii. if the rate referred to in clause (ii) does not so
appear in H.15(519), the one-week or one-month, as specified on
the face hereof, average yield for United States Treasury
securities at “constant maturity” having the particular Index
Maturity as otherwise announced by the Federal Reserve Bank of New
York for the week or month, as applicable, ended immediately
preceding the week or month, as applicable, in which the
particular Interest Determination Date falls; or




     iv. if the rate referred to in clause (iii) is not so
published, the rate on the particular Interest Determination Date
calculated by the Calculation Agent as a yield to maturity based
on the arithmetic mean of the secondary market bid prices at
approximately 3:30 P.M., The City of New York time, on that
Interest Determination Date of three Reference Dealers selected by
the Calculation Agent from five Reference Dealers selected by the
Calculation Agent after consultation with the Company and
eliminating the highest quotation, or, in the event of equality,
one of the highest, and the lowest quotation or, in the event of
equality, one of the lowest, for United States Treasury securities
with an original maturity equal to the particular Index Maturity,
a remaining term to maturity no more than one year shorter than
that Index Maturity and in a principal amount that is
representative for a single transaction in the securities in that
market at that time; or




     v. if fewer than five but more than two of the prices
referred to in clause (iv) are provided as requested, the rate on
the particular Interest Determination Date calculated by the
Calculation Agent based on the arithmetic



B-21









 







mean of the bid prices obtained and neither the highest nor
the lowest of the quotations shall be eliminated; or




     vi. if fewer than three prices referred to in clause (iv) are
provided as requested, the rate on the particular Interest
Determination Date calculated by the Calculation Agent as a yield
to maturity based on the arithmetic mean of the secondary market
bid prices as of approximately 3:30 P.M., The City of New York
time, on that Interest Determination Date of three Reference
Dealers selected by the Calculation Agent after consultation with
the Company from five Reference Dealers selected by the
Calculation Agent and eliminating the highest quotation or, in the
event of equality, one of the highest and the lowest quotation or,
in the event of equality, one of the lowest, for United States
Treasury securities with an original maturity greater than the
particular Index Maturity, a remaining term to maturity closest to
that Index Maturity and in a principal amount that is
representative for a single transaction in the securities in that
market at the time; or




     vii. if fewer than five but more than two prices referred to
in clause (vi) are provided as requested, the rate on the
particular Interest Determination Date calculated by the
Calculation Agent based on the arithmetic mean of the bid prices
obtained and neither the highest nor the lowest of the quotations
will be eliminated; or




     viii. if fewer than three prices referred to in clause (vi)
are provided as requested, the CMT Rate in effect on that Interest
Determination Date; provided that if no CMT Rate is then in
effect, the interest rate for the next Interest Reset Period will
be the Initial Interest Rate.




If two United States Treasury securities with an original maturity greater
than the Index Maturity specified on the face hereof have remaining terms
to maturity equally close to the particular Index Maturity, the quotations
for the United States Treasury security with the shorter original
remaining term to maturity will be used.




     (C) Commercial Paper Rate Notes. If the Interest Rate Basis is the
Commercial Paper Rate, this Note shall be deemed a “Commercial Paper Rate
Note.” Unless otherwise specified on the face hereof, “Commercial Paper
Rate” means:



B-22









 






     (1) the Money Market Yield (as defined below) on the particular
Interest Determination Date of the rate for commercial paper having the
Index Maturity specified on the face hereof as published in H.15(519)
under the caption “Commercial Paper—Nonfinancial;” or




     (2) if the rate referred to in clause (1) is not so published by 3:00
P.M., The City of New York time, on the related Calculation Date, the
Money Market Yield of the rate on the particular Interest Determination
Date for commercial paper having the particular Index Maturity as
published in H.15 Daily Update, or such other recognized electronic source
used for the purpose of displaying the applicable rate, under the caption
“Commercial Paper—Nonfinancial;” or




     (3) if the rate referred to in clause (2) is not so published by 3:00
P.M., The City of New York time, on the related Calculation Date, the rate
on the particular Interest Determination Date calculated by the
Calculation Agent as the Money Market Yield of the arithmetic mean of the
offered rates at approximately 11:00 A.M., The City of New York time, on
that Interest Determination Date of three leading dealers of United States
dollar commercial paper in The City of New York (which may include the
Calculation Agent itself and its affiliates, as well as any underwriter,
dealer or agent participating in the distribution of this Note and their
affiliates) selected by the Calculation Agent after consultation with the
Company for commercial paper having the particular Index Maturity placed
for industrial issuers whose bond rating is “AA,” or the equivalent, from
a nationally recognized statistical rating organization; or




     (4) if the dealers so selected by the Calculation Agent are not
quoting as mentioned in clause (3), the Commercial Paper Rate in effect on
the particular Interest Determination Date; provided that if no Commercial
Paper Rate is then in effect, the interest rate for the next Interest
Reset Period will be the Initial Interest Rate.




“Money Market Yield” means a yield (expressed as a
percentage) calculated in accordance with the following formula:








B-23









 






where “D” refers to the applicable per annum rate for commercial paper
quoted on a bank discount basis and expressed as a decimal, and “M” refers
to the actual number of days in the applicable Interest Reset Period.




     (D) Constant Maturity Swap Rate Notes. If the Interest Rate Basis is
the Constant Maturity Swap Rate, this Note shall be deemed a “Constant Maturity
Swap Rate Note.” Unless otherwise specified on the face hereof, “Constant
Maturity Swap Rate,” or “CMS,” means:




     (1) with respect to each Interest Determination Date, the mid-market
U.S. Dollar fixed rate for a floating rate interest rate swap transaction
with a term equal to the Index Maturity, as it appears on Reuters Page
ISDAFIX1, under “USD 11am Fix” on such Interest Determination Date; or




     (2) if, as of such Interest Determination Date, the above rate does
not appear, such page is not available or, if in the reasonable opinion of
the Calculation Agent, the method of calculating such rate has been
changed in a material way, the Calculation Agent after consultation with
the Company will request the principal The City of New York office of five
leading dealers (which may include the Calculation Agent itself and its
affiliates, as well as any underwriter, dealer or agent participating in
the distribution of this Note and their affiliates) to provide quotations
for such rate using the mid-market rate at approximately 11:00 A.M., The
City of New York time, on such date. If five quotations are provided, CMS
will be the arithmetic mean of the three quotations remaining after
eliminating the highest (or, in the event of equality, one of the highest)
and lowest (or, in the event of equality, one of the lowest) quotations;
or




     (3) if at least three, but fewer than five, quotations are provided,
CMS will be the arithmetic mean of the quotations obtained; or





     (4) if fewer than three quotations are provided, CMS will be the CMS
in effect on the particular Interest Determination Date; provided
that if no CMS is then in effect, the interest rate for the next Interest
Reset Period will be the Initial Interest Rate.




     (E) CPI Adjustment Rate Notes. If the Interest Rate Basis is the CPI
Adjustment Rate, this Note shall be deemed a “CPI Adjustment 



B-24









 







Rate Note.” Unless otherwise specified on the face hereof, “CPI
Adjustment Rate” means:




     (1) the percentage obtained by deducting CPI(t)-(12) (defined below)
from CPI(t) (defined below), and dividing the result by CPI(t)-(12).
“CPI(t)” means the Index Level of the CPI reported on Bloomberg
CPURNSA or any successor service by 3:00 PM on the applicable Interest
Determination Date as the non-seasonally adjusted U.S. City Average All
Items Consumer Price Index for All Urban Consumers (“CPI”)
published in the calendar month immediately preceding the applicable
Interest Determination Date by the Bureau of Labor Statistics of the U.S.
Department of Labor (“BLS”) as the CPI for the second calendar
month preceding the applicable Interest Determination Date.
“CPI(t)-(12)” means the Index Level of CPI for the calendar month
that is 12 calendar months prior to the calendar month of the Index Level
of CPI used for purposes of CPI(t). If the CPI for the second calendar
month preceding the applicable Interest Determination Date is not reported
on Bloomberg CPURNSA or any successor service by 3:00 PM on the applicable
Interest Determination Date, but has otherwise been published by the BLS,
the Calculation Agent will determine the CPI as published by the BLS for
such second calendar month preceding the applicable Interest Determination
Date using such other source as on its face, and after consultation with
the Company, appears to accurately set forth the CPI, as published by the
BLS.




     In calculating CPI(t) and CPI(t)-(12) on the applicable Interest
Determination Date, the Calculation Agent will use the most recently
available Index Level of the CPI for the applicable second month preceding
the applicable Interest Determination Date, even if such Index Level has
been adjusted from a prior reported value for the relevant month. However,
if a value of CPI(t) or CPI(t)-(12) used by the Calculation Agent on any
Interest Determination Date to determine the interest rate on the Notes of
this series (an “Initial CPI”) is subsequently revised by the BLS,
the Calculation Agent will continue to use the Initial CPI, and the
interest rate determined will not be revised. If the CPI is rebased to a
different year or period, the base reference period for the purposes of
calculations relating to the CPI Adjustment Rate will continue to be the
1982-1984 reference period as long as the 1982-1984 CPI continues to be
published; or



B-25









 






     (2) if, while Floating Rate Notes bearing interest at the CPI
Adjustment Rate are outstanding, the CPI is discontinued or, in the
opinion of the BLS, as evidenced by a public release, which opinion is
concurred with by the Company, substantially altered, the applicable
substitute index for such Floating Rate Notes will be that chosen by the
Secretary of the Treasury for the Department of Treasury’s
Inflation-Linked Treasuries as described at 62 Federal Register 846-874
(January 6, 1997), and the procedures described in (1) will be adapted by
the Calculation Agent as directed by the Company in accordance with
general market practice at the time for calculating an interest rate based
on changes in such substitute index, provided that the procedure for
determining the resulting interest rate is administratively acceptable to
the Calculation Agent; or




     (3) if, while Floating Rate Notes bearing interest at the CPI
Adjustment Rate are outstanding, the CPI is discontinued or, in the
opinion of the BLS, as evidenced by a public release, which opinion is
concurred with by the Company, substantially altered, and if at such time
or thereafter no Inflation-Linked Treasuries are outstanding, at such time
as no Inflation-Linked Treasuries are outstanding the applicable
substitute index for such Floating Rate Notes will be determined by the
Calculation Agent as directed by the Company in accordance with general
market practice at the time, and the procedures described in (1) will be
adapted by the Calculation Agent as directed by the Company in accordance
with general market practice at the time for calculating an interest rate
based on changes in such substitute index, provided that the procedure for
determining the resulting interest rate is administratively acceptable to
the Calculation Agent.




     (F) Eleventh District Cost of Funds Rate. If the Interest Rate Basis
is the Eleventh District Cost of Funds Rate, this Note shall be deemed an
“Eleventh District Cost of Funds Rate Note.” Unless otherwise specified on
the face hereof, “Eleventh District Cost of Funds Rate” means:




     (1) the rate equal to the monthly weighted average cost of funds for
the calendar month immediately preceding the month in which the particular
Interest Determination Date falls as set forth under the caption “11th
Dist COFI” on the display on Reuters (or any successor service) on page
COFI/ARMS (or any other page as may replace the specified page on that
service) (“Reuters Page 



B-26









 







COFI/ARMS”) as of 11:00 A.M., San Francisco time, on that
Interest Determination Date; or




     (2) if the rate referred to in clause (1) does not so appear on
Reuters Page COFI/ARMS, the monthly weighted average cost of funds paid by
member institutions of the Eleventh Federal Home Loan Bank District that
was most recently announced (the “Eleventh District Index”) by the
Federal Home Loan Bank of San Francisco as the cost of funds for the
calendar month immediately preceding that Interest Determination Date; or




     (3) if the Federal Home Loan Bank of San Francisco fails to announce
the Eleventh District Index on or prior to the particular Interest
Determination Date for the calendar month immediately preceding that
Interest Determination Date, the Eleventh District Cost of Funds Rate in
effect on the particular Interest Determination Date; provided that if no
Eleventh District Cost of Funds Rate is then in effect, the interest rate
for the next Interest Reset Period will be the Initial Interest Rate.




     (G) EURIBOR Notes. If the Interest Rate Basis is EURIBOR, this Note
shall be deemed to be a “EURIBOR Note.” Unless otherwise specified on the
face hereof, “EURIBOR” means:




     (1) the offered rate for deposits in Euro as sponsored, calculated
and published jointly by the European Banking Federation and ACI — The
Financial Markets Association, or any company established by them for
purposes of establishing those rates, having the Index Maturity specified
on the face hereof, commencing on the Interest Reset Date, as displayed on
Reuters on page EURIBOR01, or any successor service or page used for the
purpose of displaying this rate (“Reuters Page EURIBOR01”) as of
11:00 A.M., Brussels time, on the particular Interest Determination Date;
or




     (2) if EURIBOR cannot be determined on an Interest Determination Date
as described in clause (1) above, then the Calculation Agent will select
four (4) major banks in the Euro-zone interbank market (which may include
the Calculation Agent itself and its affiliates, as well as any
underwriter, dealer or agent participating in the distribution of this
Note and their affiliates) after consultation with the Company. The
Calculation Agent will request that the principal London offices of those
four (4) selected banks provide their offered quotations to prime banks in
the Euro-



B-27









 







zone interbank market at approximately 11:00 A.M., Brussels time, on
the Interest Determination Date. These quotations will be for Euro
deposits for the period of the Index Maturity specified on the face
hereof, commencing on the Interest Reset Date. Offered quotations must be
based on a principal amount equal to at least $1,000,000 or the
approximate equivalent in Euro that is representative of a single
transaction in the market at the time. If two (2) or more quotations are
provided, EURIBOR for the Interest Reset Period will be the arithmetic
mean of the quotations; or




     (3) if fewer than two (2) quotations are provided as described in
clause (2) above, the Calculation Agent will select four (4) major banks
in the Euro-zone interbank market(which may include the Calculation Agent
itself and its affiliates, as well as any underwriter, dealer or agent
participating in the distribution of this Note and their affiliates) after
consultation with the Company and then determine EURIBOR for the Interest
Reset Period as the arithmetic mean of rates quoted by those four (4)
major banks in the Euro-zone to leading Euro-zone banks at approximately
11:00 A.M., Brussels time, on the Interest Determination Date. The rates
quoted will be for loans in Euro, for the period of the Index Maturity
specified on the face hereof, commencing on the Interest Reset Date.
Rates quoted must be based on a principal amount equal to at least
$1,000,000 or the approximate equivalent in Euro that is representative of
a single transaction in the market at the time; or




     (4) if fewer than four (4) Euro-zone banks selected by the
Calculation Agent are quoting rates as described in clause (3) above,
EURIBOR for the Interest Reset Period will be the same as EURIBOR for the
immediately preceding Interest Reset Period; provided that if no EURIBOR
is then in effect, the interest rate for the next Interest Reset Period
will be the Initial Interest Rate.




     (H) Federal Funds (Effective) Rate Notes. If the Interest Rate Basis
is the Federal Funds (Effective) Rate, this Note shall be deemed a “Federal
Funds (Effective) Rate Note.” Unless otherwise specified on the face hereof,
“Federal Funds (Effective) Rate” means:




     (1) the rate on the particular Interest Determination Date for United
States dollar federal funds as published in H.15(519) under the caption
“Federal Funds (Effective)” and displayed on Reuters (or any successor
service) on page



B-28









 







FEDFUNDS 1 (or any other page as may replace the specified page on
that service) under the heading “EFFECT” (“Reuters Page FEDFUNDS
1”); or




     (2) if the rate referred to in clause (1) does not so appear on
Reuters Page FEDFUNDS 1 or is not so published by 3:00 P.M., The City of
New York time, on the related Calculation Date, the rate on the particular
Interest Determination Date for United States dollar federal funds as
published in H.15 Daily Update, or such other recognized electronic source
used for the purpose of displaying the applicable rate, under the caption
“Federal Funds (Effective);” or




     (3) if the rate referred to in clause (2) is not so published by 3:00
P.M., The City of New York time, on the related Calculation Date, the rate
on the particular Interest Determination Date calculated by the
Calculation Agent as the arithmetic mean of the rates for the last
transaction in overnight United States dollar federal funds arranged by
three leading brokers of United States dollar federal funds transactions
in The City of New York (which may include the Calculation Agent itself
and its affiliates, as well as any underwriter, dealer or agent
participating in the distribution of this Note and their affiliates)
selected by the Calculation Agent after consultation with the Company as
of 9:00 A.M., The City of New York time, on that Interest Determination
Date; or




     (4) if the brokers so selected by the Calculation Agent are not
quoting as mentioned in clause (3), the Federal Funds (Effective) Rate in
effect on the particular Interest Determination Date; provided
that if no Federal Funds (Effective) Rate is then in effect, the interest
rate for the next Interest Reset Period will be the Initial Interest Rate.




     (I) Federal Funds (Open) Rate Notes. If the Interest Rate Basis is
the Federal Funds (Open) Rate, this Note shall be deemed a “Federal Funds
(Open) Rate Note.” Unless otherwise specified on the face hereof, “Federal
Funds (Open) Rate” means:




     (1) the rate on the particular Interest Determination Date for United
States dollar federal funds as published in H.15(519) under the heading
“Federal Funds” and opposite the caption “Open” as displayed on Reuters
(or any successor service) on page 5 (or any other page as may replace the
specified page on that service) (“Reuters Page 5”); or



B-29









 






     (2) if the rate referred to in clause (1) does not so appear on
Reuters Page 5 or is not so published by 3:00 P.M., The City of New York
time, on the related Calculation Date, the rate on the particular Interest
Determination Date for United States dollar federal funds as reported by
Prebon Yamane (or a successor) on Bloomberg that appears on the FFPREBON
Index; or




     (3) if the rate referred to in clause (2) is not so published by 3:00
P.M., The City of New York time, on the related Calculation Date, the rate
on the particular Interest Determination Date calculated by the
Calculation Agent as the arithmetic mean of the rates for the last
transaction in overnight United States dollar federal funds arranged by
three leading brokers of United States dollar federal funds transactions
in The City of New York (which may include the Calculation Agent itself
and its affiliates, as well as any underwriter, dealer or agent
participating in the distribution of this Note and their affiliates)
selected by the Calculation Agent after consultation with the Company
prior to 9:00 A.M., The City of New York time, on that Interest
Determination Date; or




     (4) if the brokers so selected by the Calculation Agent are not
quoting as mentioned in clause (3), the Federal Funds (Open) Rate in
effect on the particular Interest Determination Date; provided
that if no Federal Funds (Open) Rate is then in effect, the interest rate
for the next Interest Reset Period will be the Initial Interest Rate.




     (J) LIBOR Notes. If the Interest Rate Basis is LIBOR, this Note shall
be deemed a “LIBOR Note.” Unless otherwise specified on the face hereof,
“LIBOR” means:




     (1) the arithmetic mean of the offered rates, calculated by the
Calculation Agent, or the offered rate, if the LIBOR Page by its terms
provides only for a single rate, for deposits in the LIBOR Currency having
the particular Index Maturity specified on the face hereof, commencing on
the second London Banking Day immediately following the related Interest
Determination Date, that appear or appears, as the case may be, on the
LIBOR Page as of 11:00 A.M., London time, on the particular Interest
Determination Date; or




     (2) if fewer than two offered rates appear, or no rate appears, as
the case may be, on the particular Interest Determination Date on the
LIBOR Page as specified in clause (1),



B-30









 







the rate calculated by the Calculation Agent as the arithmetic mean
of at least two offered quotations obtained by the Calculation Agent after
requesting the principal London offices of each of four major reference
banks in the London interbank market (which may include the Calculation
Agent itself and its affiliates, as well as any underwriter, dealer or
agent participating in the distribution of this Note and their affiliates)
selected by the Calculation Agent after consultation with the Company to
provide the Calculation Agent with its offered quotation for deposits in
the LIBOR Currency for the period of the particular Index Maturity,
commencing on the related Interest Reset Date, to prime banks in the
London interbank market at approximately 11:00 A.M., London time, on that
Interest Determination Date and in a principal amount that is
representative for a single transaction in the LIBOR Currency in that
market at that time; or




     (3) if fewer than two offered quotations referred to in clause (2)
are provided as requested, the rate calculated by the Calculation Agent as
the arithmetic mean of the rates quoted at approximately 11:00 A.M., in
the applicable Principal Financial Center, on the particular Interest
Determination Date by three major banks (which may include the Calculation
Agent itself and its affiliates, as well as any underwriter, dealer or
agent participating in the distribution of this Note and their affiliates)
in that Principal Financial Center selected by the Calculation Agent after
consultation with the Company for loans in the LIBOR Currency to leading
European banks, having the particular Index Maturity and in a principal
amount that is representative for a single transaction in the LIBOR
Currency in that market at that time; or




     (4) if the banks so selected by the Calculation Agent are not quoting
as mentioned in clause (3), LIBOR in effect on the particular Interest
Determination Date; provided that if no LIBOR is then in effect, the
interest rate for the next Interest Reset Period will be the Initial
Interest Rate.




          “LIBOR Currency” means the currency specified on the face hereof as to which
LIBOR shall be calculated or, if no currency is specified on the face hereof, U.S. Dollars.




          “LIBOR Page” means either: (1) if LIBOR Reuters is specified on the face
hereof, or no page is specified, the display on Reuters (or any successor service) on the
LIBOR 01 page (or any other page as may replace such page on



B-31









 







such service) for the purpose of displaying the London interbank rates of major banks for
the LIBOR Currency or (2) if another display page is specified on the face hereof for the
purpose of displaying the London interbank rates of major banks for the LIBOR Currency,
such page.




     (K) Prime Rate Notes. If the Interest Rate Basis is the Prime Rate,
this Note shall be deemed a “Prime Rate Note.” Unless otherwise specified
on the face hereof, “Prime Rate” means:




     (1) the rate on the particular Interest Determination Date as
published in H.15(519) under the caption “Bank Prime Loan;” or




     (2) if the rate referred to in clause (1) is not so published by 3:00
P.M., The City of New York time, on the related Calculation Date, the rate
on the particular Interest Determination Date as published in H.15 Daily
Update, or such other recognized electronic source used for the purpose of
displaying the applicable rate, under the caption “Bank Prime Loan;” or




     (3) if the rate referred to in clause (2) is not so published by 3:00
P.M., The City of New York time, on the related Calculation Date, the rate
on the particular Interest Determination Date calculated by the
Calculation Agent as the arithmetic mean of the rates of interest publicly
announced by each bank that appears on the Reuters Screen US PRIME 1 Page
(as defined below) as the applicable bank’s prime rate or base lending
rate as of 11:00 A.M., The City of New York time, on that Interest
Determination Date; or




     (4) if fewer than four rates referred to in clause (3) are so
published by 3:00 P.M., The City of New York time, on the related
Calculation Date, the rate calculated by the Calculation Agent as the
particular Interest Determination Date as the arithmetic mean of the prime
rates or base lending rates quoted on the basis of the actual number of
days in the year divided by a 360-day year as of the close of business on
that Interest Determination Date by three major banks (which may include
the Calculation Agent itself and its affiliates, as well as any
underwriter, dealer or agent participating in the distribution of this
Note and their affiliates) in The City of New York selected by the
Calculation Agent after consultation with the Company; or



B-32









 






     (5) if the banks so selected by the Calculation Agent are not quoting
as mentioned in clause (4), the Prime Rate in effect on the particular
Interest Determination Date; provided that if no Prime Rate is
then in effect, the interest rate for the next Interest Reset Period will
be the Initial Interest Rate.




          “Reuters Screen US PRIME 1 Page” means the display on the Reuters Monitor
Money Rates Service (or any successor service) on the “US PRIME 1” page (or any other page
as may replace that page on that service) for the purpose of displaying prime rates or base
lending rates of major United States banks.




     (L) Treasury Rate Notes. If the Interest Rate Basis is the Treasury
Rate, this Note shall be deemed a “Treasury Rate Note.” Unless otherwise
specified on the face hereof, “Treasury Rate” means:




     (1) the rate from the auction held on the Interest Determination Date
(the “Auction”) of direct obligations of the United States
(“Treasury Bills”) having the Index Maturity specified on the face
hereof under the caption “INVEST RATE” on the display on Reuters (or any
successor service) on page USAUCTION 10 (or any other page as may replace
that page on that service) (“Reuters Page USAUCTION 10”) or page
USAUCTION 11 (or any other page as may replace that page on that service)
(“Reuters Page USAUCTION 11”); or




     (2) if the rate referred to in clause (1) is not so published by 3:00
P.M., The City of New York time, on the related Calculation Date, the Bond
Equivalent Yield (as defined below) of the rate for the applicable
Treasury Bills as published in H.15 Daily Update, or another recognized
electronic source used for the purpose of displaying the applicable rate,
under the caption “U.S. Government Securities/Treasury Bills/Auction
High;” or




     (3) if the rate referred to in clause (2) is not so published by 3:00
P.M., The City of New York time, on the related Calculation Date, the Bond
Equivalent Yield of the auction rate of the applicable Treasury Bills as
announced by the United States Department of the Treasury; or




     (4) if the rate referred to in clause (3) is not so announced by the
United States Department of the Treasury, or if the Auction is not held,
the Bond Equivalent Yield of the rate on the particular Interest
Determination Date of the applicable



B-33









 







Treasury Bills as published in H.15(519) under the caption “U.S.
Government Securities/Treasury Bills/Secondary Market;” or




     (5) if the rate referred to in clause (4) is not so published by 3:00
P.M., The City of New York time, on the related Calculation Date, the rate
on the particular Interest Determination Date of the applicable Treasury
Bills as published in H.15 Daily Update, or another recognized electronic
source used for the purpose of displaying the applicable rate, under the
caption “U.S. Government Securities/Treasury Bills/Secondary Market;” or




     (6) if the rate referred to in clause (5) is not so published by 3:00
P.M., The City of New York time, on the related Calculation Date, the rate
on the particular Interest Determination Date calculated by the
Calculation Agent as the Bond Equivalent Yield of the arithmetic mean of
the secondary market bid rates, as of approximately 3:30 P.M., The City of
New York time, on that Interest Determination Date, of three primary
United States government securities dealers (which may include the
Calculation Agent itself and its affiliates, as well as any underwriter,
dealer or agent participating in the distribution of this Note and their
affiliates) selected by the Calculation Agent after consultation with the
Bank, for the issue of Treasury Bills with a remaining maturity closest to
the Index Maturity specified on the face hereof; or




     (7) if the dealers so selected by the Calculation Agent are not
quoting as mentioned in clause (6), the Treasury Rate in effect on the
particular Interest Determination Date; provided that if no Treasury Rate
is then in effect, the interest rate for the next Interest Reset Period
will be the Initial Interest Rate.




          “Bond Equivalent Yield” means a yield (expressed as a percentage) calculated
in accordance with the following formula:









where “D” refers to the applicable per annum rate for Treasury Bills quoted on a bank
discount basis and expressed as a decimal, “N” refers to 365 or 366, as the case may be,
and “M” refers to the actual number of days in the applicable Interest Reset Period.



B-34









 






     (xv) If the rate of this Note is specified on the face hereof as an “ISDA
Determination,” this Note shall bear interest at a rate equal to:




     (A) the Floating Rate that would be determined by the agent or other person
specified on the face hereof under an interest rate swap transaction if the agent
or such other person were acting as Calculation Agent for that swap transaction
under the terms of an agreement incorporating the 2006 ISDA Definitions, as
published by the International Swaps and Derivatives Association, Inc. and as
amended and updated as at the issue date of the Notes (the “ISDA
Definitions”) and under which: (i) the Floating Rate Option is as specified on
the face hereof, (ii) the Designated Maturity is a period specified on the face
hereof, and (iii) the relevant Reset Date is either (x) if the applicable Floating
Rate Option is based on the London inter-bank offered rate or on the Euro-zone
inter-bank offered rate for a currency, the first day of that Interest Period or
(y) in any other case, as specified on the face hereof; plus




     (B) the margin, if any, specified on the face hereof.



     “Floating Rate”, “Calculation Agent”, “Floating Rate Option”, “Designated Maturity”,
“Euro-zone” and “Reset Date” shall have the meanings given to those terms in the ISDA Definitions.



     (d) Indexed Notes. If this Note is specified on the face hereof as a Note Linked to
Securities of One or More Issuers, One or More Currencies, One or More Commodities, Indices, or any
Other Instrument(s) or Measure(s) or Baskets of any of the Foregoing, the principal amount payable
and/or the amount of interest payable on any Interest Payment Date shall be determined by reference
to one or more securities, currencies, commodities, indices or any other instrument or measure, a
basket of any of the foregoing or the value of one or more currencies as compared to the value of
one or more other currencies, and payment of principal, premium, if any, and interest on this Note
shall be made as set forth on the face hereof and/or in accordance with Schedule I, attached
hereto.




     (i) Holders of an indexed Note may receive an amount at maturity that is greater than
or less than the face amount of such Note, depending upon the value of the applicable index
property at maturity. The value of the applicable index property will fluctuate over time.




     (ii) This indexed Note may provide either for cash settlement or for physical
settlement by delivery of the index property or another similar property. An indexed Note
may also provide that the form of settlement may be determined at the Company’s option or
at the Holder’s option. If so specified on the face



B-35









 







hereof, this indexed Note is exchangeable, at the Company’s option or the Holder’s
option, as specified, for securities of an issuer other than the Company.




     (iii) No Holder of this indexed Note will, as such, have any rights of a Holder of the
index property referenced in this indexed Note or deliverable upon settlement, including
any right to receive payment thereunder.



     Section 4. Redemption for Tax Reasons. Unless otherwise set forth on the face hereof
and subject to section 12.01(a) of the Indenture, the Company will have the option to redeem this
Note upon not less than thirty (30) nor more than sixty (60) days’ notice on any dates as are
specified on the face hereof if:




     (i) the Company is required to issue Definitive Notes and, as a result, the Company is
or would be required to pay Additional Amounts with respect to this Note; or




     (ii) the Company determines that as a result of a change in or amendment to the laws
or regulations of a Taxing Jurisdiction or any change in the official application or
official interpretation of such laws or regulations, which change or amendment becomes
effective on or after the Issuance Date, the Company will or would be required to pay
Holders Additional Amounts, or the Company would not be entitled to claim a deduction in
respect of any payments in computing the Company’s taxation liabilities.




     (iii) In each case (i) and (ii) directly above, before the Company gives a notice of
redemption pursuant to this Section 4, the Company shall be required to deliver to the
Indenture Trustee a written legal opinion of independent counsel of recognized standing,
chosen by the Company, in a form satisfactory to the Indenture Trustee confirming that the
Company is entitled to exercise its right of redemption. The redemption price will be equal
to 100% of the principal amount of this Note together with any accrued but unpaid interest,
if any, in respect of this Note to the date fixed for redemption.



     Section 5. Optional Redemption. As specified on the face hereof, on the date or
dates as set forth on the face hereof, subject to section 12.01(a) of the Indenture, the Company
may redeem this Note, in full or in part as applicable. Such redemption shall be made in whole or,
at the Company’s option, from time to time in part made in principal amounts equal to the
authorized denominations specified on the face hereof (provided that any remaining principal amount
hereof shall be at least the minimum authorized denomination hereof) at the applicable Redemption
Price, together with unpaid interest, if any, accrued thereon to the date of redemption. Unless
otherwise set forth on the face hereof, the Company must give written notice to the Holders of this
Note to be redeemed pursuant to this Section 5 not more than seventy-five (75) nor less than thirty
(30) calendar days prior to the date of redemption. The Initial Redemption



B-36









 







Percentage, if any, applicable to this of Note shall decline at each anniversary of the
Initial Redemption Date by an amount equal to the applicable Annual Redemption Percentage
Reduction, if any, until the redemption price is equal to 100% of the unpaid amount thereof to be
redeemed. If this Note is redeemed in part only, a new Note in principal amount equal to the
unredeemed principal portion will be issues.



     Section 6. Sinking Funds. Unless specified on the face hereof, this Note will not be
subject to, or entitled to the benefit of, any sinking fund.



     Section 7. Modifications and Waivers. The Indenture contains provisions permitting
the Company and the Indenture Trustee (1) at any time and from time to time without notice
to, or the consent of, the Holders of any Notes issued under the Indenture to enter into one or
more supplemental indentures for certain enumerated purposes and (2) with the consent of
the Holders of a majority in aggregate principal amount of the Outstanding Notes affected thereby,
to enter into one or more supplemental indentures for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, the Indenture or of modifying in
any manner the rights of Holders of Notes under the Indenture; provided, that, with respect
to certain enumerated provisions, no such supplemental indenture shall be entered into without the
consent of the Holder of each Note affected thereby. Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note
and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon this Note or such other
Notes.



     Section 8. Obligations Unconditional. No reference herein to the Indenture and no
provisions of this Note or of the Indenture shall impair the right of each Holder of any Note,
which is absolute and unconditional, to receive payment of the principal of, and any interest on,
and premium, if any, on, such Note when due and payable in accordance with the provisions hereof
and to institute suit for the enforcement of any such payment, and such rights shall not be
impaired without the consent of such Holder.



     Section 9. Events of Default. If an Event of Default with respect to the Notes of
this series shall occur and be continuing, the principal of, and all other amounts payable on, the
Notes of this series may be declared due and payable, or may be automatically accelerated, as the
case may be, in the manner and with the effect provided in the Indenture.



     Section 10. Withholding Tax and Payment of Additional Amounts.



     (a) All payments of principal and/or interest in respect of this Note shall be made without
withholding or deduction for or on account of Taxes imposed or levied by or on behalf of a Taxing
Jurisdiction, unless such withholding or deduction is required by law. In that event, unless
otherwise specified on the face of this Note, the Company will



B-37









 







pay such Additional Amounts as will result (after such withholding or deduction) in the
receipt by the Holder of this Note of such sums which would have been received (in the absence of
such withholding or deduction) from the Company in respect of this Note, except that no
such Additional Amounts shall be payable in respect of this Note:




     (i) to, or on behalf of, a Holder (or beneficial owner) of this Note who is liable for
any such Taxes in respect of this Note by reason of having some connection with a Taxing
Jurisdiction other than the mere holding or ownership of this Note; and/or;




     (ii) to, or on behalf of, a Holder (or beneficial owner) of this Note who, fails to
comply with any request by the Bank or the Paying Agent for any information or
certification concerning the nationality, residence or identity of the Holder or beneficial
owner or any other information or certification required to establish the eligibility of
the Holder to receive the relevant payment without (or at a reduced rate of) withholding or
deduction for or on account of any such Taxes (under then current law, regulation or
practice); and/or;




     (iii) presented for payment more than thirty (30) days after the date on which such
payment becomes due and payable or the date on which payment is duly provided for,
whichever occurs later, except to the extent that the Holder hereof would have been
entitled to such Additional Amounts on presenting this Note for payment on the last day of
such period of thirty (30) days (assuming, whether or not such is in fact the case, such
last day to be an Interest Payment Date); and/or;




     (iv) where such withholding or deduction is imposed on a payment to, or on behalf of,
an individual and is required to be made pursuant to European Council Directive 2003/48/EC
on the taxation of savings or any law implementing or complying with, or introduced in
order to conform to, such Directive; and/or;




     (v) presented for payment by, or on behalf of, a Holder who would be able to avoid
such withholding or deduction by presenting this Note to another Paying Agent.



     (b) Whenever in this Note reference is made to the payment of the principal of, any premium,
or any interest, this includes the payment of Additional Amounts to the extent that, in context,
Additional Amounts are, were or would be payable.



     Section 11. Listing. Unless otherwise specified on the face hereof, this Note will
not be listed on any Stock Exchange.



B-38









 





     Section 12. No Recourse Against Certain Persons. No recourse shall be had for the
payment of any principal, interest or any other sums at any time owing under the terms of this
Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of
the Indenture or any indenture supplemental thereto against the Nonrecourse Parties, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such personal liability being, by the acceptance hereof and as part of
the consideration for issue hereof, expressly waived and released.



     Section 13. Miscellaneous.



     (a) This Note is issuable only as a registered Note without coupons in denominations of
$750,000 and any integral multiple of $750,000 in excess thereof, unless otherwise provided on the
face of this Note.



     (b) Prior to due presentment for registration of transfer of this Note, the Company, the
Indenture Trustee, the Registrar, the Paying Agent, any Agent, and any other agent of the Company
or the Indenture Trustee may treat the Person in whose name this Note is registered as the owner
hereof for the purpose of receiving payment as herein provided and for all other purposes, whether
or not this Note shall be overdue, and none of the Company, the Indenture Trustee, the Registrar,
the Paying Agent, any Agent, or any other agent of the Company or the Indenture Trustee shall be
affected by notice to the contrary.



     Section 14. SUBORDINATION. THE RIGHTS OF THE HOLDER OF THIS NOTE ARE, TO THE EXTENT
AND IN THE MANNER SET FORTH IN SECTION 12.01 OF THE INDENTURE, SUBORDINATED TO THE CLAIMS OF SENIOR
CREDITORS, AND THIS NOTE IS ISSUED SUBJECT TO THE PROVISIONS OF THAT SECTION 12.01, AND THE HOLDER
OF THIS NOTE, BY ACCEPTING THE SAME, AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS. THE
PROVISIONS OF SECTION 12.01 OF THE INDENTURE AND THE TERMS OF THIS PARAGRAPH ARE GOVERNED BY, AND
SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF IRELAND.



     Section 15. GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR
RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY
STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION, EXCEPT AS
PROVIDED IN SECTION 14 HEREOF AND EXCEPT THAT THE AUTHORIZATION AND EXECUTION OF THIS NOTE SHALL BE
GOVERNED (IN ADDITION TO THE LAWS OF THE STATE OF NEW YORK RELEVANT TO EXECUTION) BY THE
JURISDICTION OF ORGANIZATION OF THE COMPANY.




B-39









 








Schedule I




TERMS RELATED TO NOTES LINKED TO SECURITIES OF ONE OR MORE 
ISSUERS, ONE OR MORE CURRENCIES, ONE OR
MORE COMMODITIES, 
INDICES, OR ANY OTHER INSTRUMENT(S) OR MEASURE(S) OR BASKETS 
THEREOF





B-40