**Exhibit4.63**

**CONFORMED COPY**

**DATED 31AUGUST 2006**

**COUNTRYWIDEFINANCIAL CORPORATION**

as Issuer

and

**COUNTRYWIDEHOME LOANS, INC.**

as Guarantor

and

**DEUTSCHETRUSTEE COMPANY LIMITED**

as Trustee

**_____________________________________________**

**FIRSTSUPPLEMENTAL TRUST DEED**

**modifyingand restating the provisions of theTrust Deed dated 15 August 2005(as supplemented from time to time)relating to theU.S. $5,000,000,000Euro Medium Term Note Programme**

**_____________________________________________**

**For theIssuer and the Guarantor:**

**GIDE LOYRETTE NOUEL MNP**

**Citypoint**

**1 Ropemaker Street**

**LondonEC2Y 9HT**

**For theTrustee:**

**ALLEN & OVERY LLP**

**One New Change**

**London EC4M 9QQ**

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**THIS FIRST SUPPLEMENTAL TRUSTDEED**is made on **31 August 2006****BETWEEN:**

(1)                                **COUNTRYWIDE FINANCIAL CORPORATION**, acompany incorporated with limited liability in the State of Delaware, whoseprincipal office is at 4500 Park Granada, Calabasas, California 91302, UnitedStates of America (the **Issuer**);

(2)                                **COUNTRYWIDE HOME LOANS, INC**., acompany incorporated with limited liability in the State of New York, whoseprincipal office is at 4500 Park Granada aforesaid (the **Guarantor**);and

(3)**                                DEUTSCHETRUSTEE COMPANY LIMITED**, a company incorporated with limited liability inEngland and Wales, whose registered office is at Winchester House, 1 GreatWinchester Street, London EC2N 2DB, England (the **Trustee**,which expression shall, wherever the context so admits, include such companyand all other persons or companies for the time being the trustee or trusteesof these presents) as trustee for the Noteholders, the Receiptholders and theCouponholders (each as defined below).

**WHEREAS**:

(1)                                 ThisFirst Supplemental Trust Deed is supplemental to the Trust Deed dated 15 August2005 (the **Principal****Trust Deed**)made between the Issuer, the Guarantor and the Trustee and relating to a U.S.$5,000,000,000Euro Medium Term Note Programme established by the Issuer and the Guarantor.

(2)                                 On31 August 2006 the Issuer published a modified and updated Prospectus relatingto the Programme (the **Prospectus**).

(3)                                 Clause19(B) of the Principal Trust Deed provides that the Trustee may without theconsent or sanction of the Noteholders, the Receiptholders or the Couponholdersat any time and from time to time concur with the Issuer and the Guarantor inmaking any modification to the Principal Trust Deed which in the opinion of theTrustee it may be proper to make provided that the Trustee is of the opinionthat such modification will not be materially prejudicial to the interests ofthe Noteholders.

(4)                                 TheIssuer and the Guarantor have requested the Trustee to concur in making thefurther modifications to the Principal Trust Deed (modified as aforesaid)hereinafter contained in order to reflect the relevant modifications to theProspectus.

(5)                                 TheTrustee, being of the opinion that the modifications referred to in Recital (4)above are not materially prejudicial to the interests of the Noteholders, has agreedto concur with the Issuer and the Guarantor in making such modifications andhas agreed that notice of such modifications need not be given to theNoteholders.

**NOW THIS FIRST SUPPLEMENTAL TRUST DEED WITNESSESAND IT IS HEREBY AGREED AND DECLARED** as follows:

**1.            DEFINITIONS**

Subject as otherwise provided in this FirstSupplemental Trust Deed and unless there is anything in the subject or contextinconsistent therewith, all words and expressions defined in the PrincipalTrust Deed (modified as aforesaid) shall have the same meanings in this FirstSupplemental Trust Deed.

**2.            MODIFICATIONS**

Save:

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(A)                              inrelation to all Series of Notes issued during the period up to and includingthe day last preceding the date of this First Supplemental Trust Deed and all(if any) Notes issued after such last preceding day so as to be consolidatedand form a single Series with the Notes of any such Series; and

(B)                                forthe purpose (where necessary) of construing the provisions of this FirstSupplemental Trust Deed,

with effect on and from the date of this FirstSupplemental Trust Deed:

(1)                                  thePrincipal Trust Deed is modified in such manner as would result in thePrincipal Trust Deed as modified being in the form set out in the Schedulehereto; and

(2)                                  theprovisions of the Principal Trust Deed (insofar as the same still have effect)shall cease to have effect and in lieu thereof the provisions of the PrincipalTrust Deed as modified (and being in the form set out in the Schedule hereto)shall have effect.

**3.             GENERAL**

(A)                              The PrincipalTrust Deed shall henceforth be read and construed in conjunction with this FirstSupplemental Trust Deed as one document.

(B)                                Amemorandum of this First Supplemental Trust Deed shall be endorsed by theTrustee on the Principal Trust Deed and by the Issuer on the duplicate thereof.

**IN WITNESS**whereofthis First Supplemental Trust Deed has been executed as a deed by the Issuer,the Guarantor and the Trustee and delivered on the date first written above.

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**SCHEDULE**

**TRUST DEED**

**DATED 15 AUGUST 2005 ANDAMENDED**

**ANDRESTATED ON 31 AUGUST 2006**

**COUNTRYWIDEFINANCIAL CORPORATION**

**as Issuer**

**and**

**COUNTRYWIDEHOME LOANS, INC.**

**as Guarantor**

**and**

**DEUTSCHETRUSTEE COMPANY LIMITED**

**as Trustee**

**relatingto a**

**U.S.$5,000,000,000**

**Euro Medium Term Note Programme**

****

**Allen & Overy LLP**

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**CONTENTS**

 
| Clause     | ** ** | ** **                                                              | ** ** | **Page**   |
|------------|------------|-------------------------------------------------------------------------|------------|------------|
| ** ** | ** ** | ** **                                                              | ** ** | ** ** |
| 1.         |       | Definitions                                                             |       | 1          |
| 2.         |       | Amount and Issue of the Notes                                           |       | 10         |
| 3.         |       | Forms of the Notes                                                      |       | 12         |
| 4.         |       | Fees, Duties and Taxes                                                  |       | 14         |
| 5.         |       | Covenant of Compliance                                                  |       | 14         |
| 6.         |       | Cancellation of Notes and Records                                       |       | 14         |
| 7.         |       | Guarantee                                                               |       | 15         |
| 8.         |       | Non-Payment                                                             |       | 17         |
| 9.         |       | Proceedings, Action and Indemnification                                 |       | 17         |
| 10.        |       | Application of Moneys                                         |       | 18         |
| 11.        |       | Notice of Payments                                            |       | 18         |
| 12.        |       | Investment by Trustee                                         |       | 18         |
| 13.        |       | Partial Payments                                                   |       | 19         |
| 14.        |       | Covenants by the Issuer and the Guarantor                               |       | 19         |
| 15.        |       | Remuneration and Indemnification of Trustee                             |       | 24         |
| 16.        |       | Supplement to Trustee Acts                                              |       | 25         |
| 17.        |       | Trustee’s Liability                                           |       | 30         |
| 18.        |       | Trustee Contracting with the Issuer and the  Guarantor                  |       | 30         |
| 19.        |       | Waiver, Authorisation and Determination                                 |       | 30         |
| 20.        |       | Holder of Definitive Note assumed to be  Receiptholder and Couponholder |       | 32         |
| 21.        |       | Currency Indemnity                                                      |       | 33         |
| 22.        |       | New Trustee                                                             |       | 33         |
| 23.        |       | Trustee’s Retirement and Removal                                   |       | 34         |
| 24.        |       | Trustee’s Powers to be Additional                                  |       | 34         |
| 25.        |       | Notices                                                                 |       | 34         |
| 26.        |       | Governing Law                                                           |       | 35         |
| 27.        |       | Submission to Jurisdiction                                              |       | 35         |
| 28.        |       | Counterparts                                                            |       | 36         |
| 29.        |       | Contracts (Rights of Third Parties) Act 1999                            |       | 36         |

**Schedule**
| 1.          | Terms and Conditions of the Notes                                             |                          | 37     |
|-------------|-------------------------------------------------------------------------------|-------------------------------|--------|
| 2.          | Forms of Global and Definitive Notes, Receipt,  Coupon, Talon and Certificate |                          | 63     |
|        | Part 1                                                                        | Form of Temporary Global Note |   | 63 |
|        | Part 2                                                                        | Form of Permanent Global Note |   | 72 |
|        | Part 3                                                                        | Form of Definitive Note       |   | 81 |
|        | Part 4                                                                        | Form of Receipt               |   | 85 |
|        | Part 5                                                                        | Form of Coupon                |   | 86 |
|        | Part 6                                                                        | Form of Talon                 |   | 87 |
| 3.          | Provisions for Meetings of Noteholders                                        |                          | 89     |
|        |                                                                          |                          |   |
| Signatories |                                                                          | 97                            |

 

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** **

**THISTRUST DEED**is made on 15 August 2005 **BETWEEN**:

(1)                                  **COUNTRYWIDE FINANCIAL CORPORATION**, acompany incorporated with limited liability in the State of Delaware, whoseprincipal office is at 4500 Park Granada, Calabasas, California 91302, UnitedStates of America (the **Issuer**);

(2)                                  **COUNTRYWIDE HOME LOANS, INC**., acompany incorporated with limited liability in the State of New York, whoseprincipal office is at 4500 Park Granada aforesaid (the **Guarantor**);and

(3)                                  **DEUTSCHE TRUSTEE COMPANY LIMITED**, acompany incorporated with limited liability in England and Wales, whoseregistered office is at Winchester House, 1 Great Winchester Street, LondonEC2N 2DB, England (the **Trustee**, whichexpression shall, wherever the context so admits, include such company and all otherpersons or companies for the time being the trustee or trustees of thesepresents) as trustee for the Noteholders, the Receiptholders and theCouponholders (each as defined below).

**WHEREAS**:

(1)                                  By resolutions of the Board of Directors of the Issuer passed on 19-20 August2005 the Issuer has resolved to establish a Euro Medium Term Note Programme unconditionallyand irrevocably guaranteed by the Guarantor (the **Programme)**pursuantto which the Issuer may from time to time issue Notes as set out herein.  Notes up to a maximum nominal amount(calculated in accordance with Clause 3(5) of the Programme Agreement (asdefined below)) from time to time outstanding of U.S.$5,000,000,000 (subject toincrease as provided in the Programme Agreement) (the **Programme Limit**)may be issued by the Issuer pursuant to the said Programme.

(2)                                  By resolutions of the Board of Directors of the Guarantor passed on 14April 2005 the Guarantor has resolved to guarantee all Notes issued under thesaid Programme and to enter into certain covenants as set out in this TrustDeed.

(3)                                  The Trustee has agreed to act as trustee of these presents for thebenefit of the Noteholders, the Receiptholders and the Couponholders upon andsubject to the terms and conditions of these presents.

**NOW THIS TRUST DEED WITNESSES ANDIT IS AGREED AND DECLARED**asfollows:

**1.**                                      DEFINITIONS

(A)                              In these presents, unless there is anything in the subject or contextinconsistent therewith, the following expressions shall have the followingmeanings:

**Agency Agreement** means the agreement dated 31 August 2006, as amended and/orsupplemented and/or restated from time to time, pursuant to which the Issuerand the Guarantor have appointed the Agent and the other Paying Agents inrelation to all or any Series of the Notes and any other agreement for the timebeing in force appointing another Agent or further or other Paying Agents inrelation to all or any Series of the Notes, or in connection with their duties,the terms of which have previously been approved in writing by the Trustee,together with any agreement for the time being in force amending or modifyingwith the prior written approval of the Trustee any of the aforesaid agreements;

**Agent** means, in relation to all or any Series of the Notes, Deutsche Bank AG,London Branch a corporation domiciled in Frankfurt am Main, Germany, operatingin the United Kingdom under

 

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branch number HR000005, acting through its Londonbranch at Winchester House, 1 Great Winchester Street, London EC2N 2DB andhereinafter referred to as **Deutsche Bank AG, LondonBranch**, or, if applicable, any Successor agent in relation theretowhich shall become such pursuant to the provisions of the Agency Agreement;

**Appointee** means any attorney, manager, agent, delegate or other person appointedby the Trustee under these presents;

**Auditors** means the auditors for the time being of the Issuer or, as the case maybe, the Guarantor or, in the event of their being unable or unwilling promptlyto carry out any action requested of them pursuant to the provisions of thesepresents, such other firm of accountants as may be nominated or approved by theTrustee for the purposes of these presents;

**Calculation Agent** means, in relation to all or any Series of the Notes, the personappointed as such from time to time pursuant to the provisions of the AgencyAgreement or, if applicable, any Successor calculation agent in relationthereto which shall become such pursuant to the provisions of the AgencyAgreement;

**CGN** means a Global Note where the applicable Final Terms specify the Notesas not being in NGN form;

**Clearstream, Luxembourg** means Clearstream Banking, *société anonyme*;

**Common Safekeeper** means the party appointed to provide safekeeping for Notes issued inNGN form;

**Conditions** means, in relation to the Notes of any Series, the terms and conditionsendorsed on or incorporated by reference into the Note or Notes constitutingsuch Series, such terms and conditions being in or substantially in the formset out in Schedule 1 hereto or in such other form, having regard to the termsof issue of the Notes of the relevant Series, as may be agreed between theIssuer, the Agent, the Trustee and the relevant Dealer(s) as modified andsupplemented by the Final Terms applicable to the Notes of the relevant Series,in each case as from time to time modified in accordance with the provisions ofthese presents;

**Couponholders** means the several persons who are for the time being holders of theCoupons and includes, where applicable, the Talonholders;

**Coupon** means an interest coupon appertaining to a Definitive Note (other thana Zero Coupon Note), such coupon being:

(i)                                     if appertaining to a Fixed Rate Note, in the form or substantially inthe form set out in Part 5 A of Schedule 2 hereto or in such other form, having regard to the termsof issue of the Notes of the relevant Series, as may be agreed between theIssuer, the Agent, the Trustee and the relevant Dealer(s); or

(ii)                                  if appertaining to a Floating Rate Note or an Indexed Interest Note, inthe form or substantially in the form set out in Part 5 B of Schedule 2 hereto orin such other form, having regard to the terms of issue of the Notes of therelevant Series, as may be agreed between the Issuer, the Agent, the Trusteeand the relevant Dealer(s); or

(iii)                               if appertaining to a Definitive Note which is neither a Fixed Rate Notenor a Floating Rate Note nor an Indexed Interest Note, in such form as may beagreed between the Issuer, the Agent, the Trustee and the relevant Dealer(s),

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and includes, where applicable, the Talon(s) appertainingthereto and any replacements for Coupons and Talons issued pursuant toCondition 10;

**Dealers** means ABN AMRO Bank N.V., BNP Paribas, Barclays Bank PLC, Calyon, CitigroupGlobal Markets Limited, Countrywide Securities Corporation, Deutsche Bank AG,London Branch, Goldman Sachs International, HSBC Bank plc, J.P. MorganSecurities Ltd., Lehman Brothers International (Europe), Mizuho Internationalplc, Morgan Stanley & Co. International Limited, Société Générale, UBSLimited and WestLB AG, London Branch and any other entity which the Issuer mayappoint as a Dealer and notice of whose appointment has been given to the Agentand the Trustee by the Issuer in accordance with the provisions of theProgramme Agreement but excluding any entity whose appointment has beenterminated in accordance with the provisions of the Programme Agreement andnotice of which termination has been given to the Agent and the Trustee by theIssuer in accordance with the provisions of the Programme Agreement andreferences to a**relevant Dealer** or **relevant Dealer(s)** mean, in relation to any Tranche orSeries of Notes, the Dealer or Dealers with whom the Issuer has agreed theissue of the Notes of such Tranche or Series and **Dealer**means any one of them;

**Definitive Note** means a Note in definitive form issued or, as the case may require, tobe issued by the Issuer in accordance with the provisions of the ProgrammeAgreement or any other agreement between the Issuer and the relevant Dealer(s),the Agency Agreement and these presents in exchange for either a TemporaryGlobal Note or part thereof or a Permanent Global Note (all as indicated in theapplicable Final Terms), such Note in definitive form being in the form orsubstantially in the form set out in Part 3 of Schedule 2 hereto with suchmodifications (if any) as may be agreed between the Issuer, the Agent, theTrustee and the relevant Dealer(s) and having the Conditions endorsed thereonor, if permitted by the relevant Stock Exchange, incorporating the Conditionsby reference (where applicable to this Trust Deed) as indicated in theapplicable Final Terms and having the relevant information supplementing,replacing or modifying the Conditions appearing in the applicable Final Termsendorsed thereon or attached thereto and (except in the case of a Zero CouponNote in bearer form) having Coupons and, where appropriate, Receipts and/orTalons attached thereto on issue;

**Dual Currency Note** means a Note in respect of which payments of principal and/or interestare made or to be made in such different currencies, and at rates of exchangecalculated upon such basis or bases, as the Issuer and the relevant Dealer(s)may agree (as indicated in the applicable Final Terms);

**Early Redemption Amount** has the meaning ascribed thereto in Condition 6(e);

**Euroclear** means Euroclear Bank S.A./N.V.;

**Eurosystem-eligible NGN** means an NGN which is intended to be held in a manner which would allowEurosystem eligibility, as stated in the applicable Final Terms;

**Event of Default** means any of the conditions, events or acts provided inCondition 9 to be Events of Default (being events upon the happening ofwhich the Notes of any Series would, subject only to notice by the Trustee astherein provided, become immediately due and repayable);

**Extraordinary Resolution** has the meaning ascribed thereto in paragraph 20 of Schedule 3hereto;

**Final Terms** has the meaning set out in the Programme Agreement;

**Fixed Rate Note** means a Note on which interest is calculated at a fixed rate payable inarrear on a fixed date or fixed dates in each year and on redemption or on suchother dates as may be agreed between the Issuer and the relevant Dealer(s) (asindicated in the applicable Final Terms);

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**Floating Rate Note**means a Note on which interest is calculated at a floating rate payable one-,two-, three-, six- or twelve-monthly or in respect of such other period or onsuch date(s) as may be agreed between the Issuer and the relevant Dealer(s) (asindicated in the applicable Final Terms);

**Global Note** means a Temporary Global Note and/or a Permanent Global Note, as thecontext may require;

**Index Linked Interest Note** means a Note in respect of which the amount payable in respect ofinterest is calculated by reference to an index and/or a formula as the Issuerand the relevant Dealer(s) may agree (as indicated in the applicable FinalTerms);

**Index Linked Note** means an Indexed Interest Note and/or an Indexed Redemption AmountNote, as applicable;

**Index Linked Redemption Note** means a Note in respect of which the amount payable in respect ofprincipal is calculated by reference to an index and/or a formula as the Issuerand the relevant Dealer(s) may agree (as indicated in the applicable FinalTerms);

**Interest Commencement Date** means, in the case of interest-bearing Notes, the date specified in theapplicable Final Terms from (and including) which such Notes bear interest,which may or may not be the Issue Date;

**Interest Payment Date** means, in relation to any Floating Rate Note or Indexed Interest Note,either:

(i)                                     the date which falls the number of months or other period specified asthe **Specified Period** in the applicableFinal Terms after the preceding Interest Payment Date or the InterestCommencement Date (in the case of the first Interest Payment Date); or

(ii)                                  such date or dates as are indicated in the applicable Final Terms;

**Issue Date** means, in respect of any Note, the date of issue and purchase of suchNote pursuant to and in accordance with the Programme Agreement or any otheragreement between the Issuer and the relevant Dealer(s), being in the case ofany Definitive Note represented initially by a Temporary Global Note the samedate as the date of issue of the Temporary Global Note which initiallyrepresented such Note;

**Issue Price** means the price, generally expressed as a percentage of the nominalamount of the Notes, at which the Notes will be issued;

**Liability** means any loss, damage, cost, charge, claim, demand, expense, judgment,action, proceeding or other liability whatsoever (including, withoutlimitation, in respect of taxes, duties, levies, imposts and other charges) andincluding any value added tax or similar tax charged or chargeable in respectthereof and legal fees and expenses provided that such legal fees and expensesshall have been properly incurred;

**London Business Day** has the meaning set out in Condition 4(b)(v);

**Maturity Date** means the date on which a Note is expressed to be redeemable;

**month** means calendar month;

**NGN** or **New Global Note**means a GlobalNote where the applicable Final Terms specify the Notes as being in NGN formand accordingly it is intended that such Note, upon issue, will be depositedwith the Common Safekeeper;

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** **

**Non-eligible NGN** means an NGN whichis not intended to be held in a manner which would allow Eurosystemeligibility, as stated in the applicable Final Terms;

**Note** means a note issued pursuant to the Programme and denominated in suchcurrency or currencies as may be agreed between the Issuer and the relevantDealer(s) which:

(i)                                    has such maturity as may be agreed between the Issuer and the relevant Dealer(s),subject to such minimum or maximum maturity as may be allowed or required fromtime to time by the relevant central bank (or equivalent body) or any laws orregulations applicable to the Issuer or the relevant currency; and

(ii)                                 has such denomination as may be agreed between the Issuer and therelevant Dealer(s), subject to such minimum denomination as may be allowed orrequired from time to time by the relevant central bank (or equivalent body) orany laws or regulations applicable to the relevant currency,

issued or to be issued by the Issuer pursuant to theProgramme Agreement or any other agreement between the Issuer and the relevantDealer(s), the Agency Agreement and these presents and which shall initially berepresented by, and comprised in, either a Temporary Global Note which may (inaccordance with the terms of such Temporary Global Note) be exchanged forDefinitive Notes or a Permanent Global Note, which Permanent Global Note may(in accordance with the terms of such Permanent Global Note) in turn beexchanged for Definitive Notes and includes any replacements for a Note issuedpursuant to Condition 10;

**Noteholders** means the several persons who are for the time being bearers ofoutstanding Notes save that, in respect of the Notes of any Series, for so longas such Notes or any part thereof are represented by a Global Note depositedwith a common depositary (in the case of a CGN) or Common Safekeeper (in thecase of an NGN) for Euroclear and Clearstream, Luxembourg, each person who is,for the time being, shown in the records of Euroclear or Clearstream,Luxembourg (other than Clearstream, Luxembourg, if Clearstream, Luxembourgshall be an accountholder of Euroclear and Euroclear, if Euroclear shall be anaccountholder of Clearstream, Luxembourg) as the holder of a particular nominalamount of the Notes of such Series shall be deemed to be the holder of suchnominal amount of such Notes (and the holder of the relevant Global Note shallbe deemed not to be the holder) for all purposes of these presents, other thanwith respect to the payment of principal or interest on such nominal amount ofsuch Notes, the rights to which shall be vested, as against the Issuer and theTrustee, solely in such common depositary or Common Safekeeper and for whichpurpose such common depositary or Common Safekeeper shall be deemed to be theholder of such nominal amount of such Notes in accordance with and subject toits terms and the provisions of these presents and the expressions **Noteholder**, **holder**and **holder of Notes** and related expressions shall be construedaccordingly;

**notice** means, in respect of a notice to be given to Noteholders, a noticevalidly given pursuant to Condition 13;

**outstanding** means, in relation to the Notes of all or any Series, all the Notes ofsuch Series issued other than:

(a)                                  those Notes which have been redeemed pursuant to these presents;

(b)                                 those Notes in respect of which the datefor redemption in accordance with the Conditions has occurred and theredemption moneys (including all interest payable thereon) have been duly paidto the Trustee or to the Agent in the manner provided in the Agency Agreement(and where appropriate notice to that effect has been given to the relativeNoteholders in

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                accordancewith Condition 13) and remain available for payment against presentationof the relevant Notes and/or Receipts and/or Coupons;

(c)           those Notes which have been purchased and cancelled in accordance withConditions 6(h) and 6(i);

(d)           those Notes which have become void under Condition 8;

(e)           those mutilated or defaced Notes which have been surrendered andcancelled and in respect of which replacements have been issued pursuant toCondition 10;

(f)            (for the purpose only of ascertaining the nominal amount of the Notesoutstanding and without prejudice to the status for any other purpose of therelevant Notes) those Notes which are alleged to have been lost, stolen ordestroyed and in respect of which replacements have been issued pursuant toCondition 10; and

(g)           any Temporary Global Note to the extent that it shall have beenexchanged for Definitive Notes or a Permanent Global Note and any PermanentGlobal Note to the extent that it shall have been exchanged for DefinitiveNotes in each case pursuant to its provisions, the provisions of these presentsand the Agency Agreement;

PROVIDED THAT****for each ofthe following purposes, namely:

(i)            the right to attend and vote at any meeting of the holders of the Notesof any Series;

(ii)           the determination of how many and which Notes of any Series are for thetime being outstanding for the purposes of Clause 9(A), Conditions 9and 14 and paragraphs 2, 5, 6 and 9 of Schedule 3;

(iii)          any discretion, power or authority (whether contained in these presentsor vested by operation of law) which the Trustee is required, expressly orimpliedly, to exercise in or by reference to the interests of the holders ofthe Notes of any Series; and

(iv)          the determination by the Trustee whether any event, circumstance, matteror thing is, in its opinion, materially prejudicial to the interests of theholders of the Notes of any Series,

those Notes of the relevant Series (if any) which arefor the time being held by or on behalf of the Issuer, the Guarantor or any ofthe Issuer’s other Subsidiaries, in each case as beneficial owner, shall(unless and until ceasing to be so held) be deemed not to remain outstanding;

**Paying Agents** means, in relation to all or any Series of the Notes, the severalinstitutions (including, where the context permits, the Agent) at theirrespective specified offices initially appointed as paying agents in relationto such Notes by the Issuer and the Guarantor pursuant to the Agency Agreementand/or, if applicable, any Successor paying agents at their respectivespecified offices for all or any Series of the Notes;

**Permanent Global Note** means a global note in the form or substantially in the form set out inPart 2 of Schedule 2 hereto with such modifications (if any) as may be agreedbetween the Issuer, the Agent, the Trustee and the relevant Dealer(s), togetherwith the copy of the applicable Final Terms annexed thereto, comprising some orall of the Notes of the same Series, issued by the Issuer pursuant to theProgramme Agreement or any other agreement between the Issuer and the relevantDealer(s), the Agency Agreement and these presents;

**Potential Event of Default** means any condition, event or act which, with the lapse of time and/orthe issue, making or giving of any notice, certification, declaration, demand,determination and/or

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request and/or the taking of any similar action and/orthe fulfilment of any similar condition, would constitute an Event of Default;

**Programme** means the Euro Medium Term Note Programme established by, or otherwisecontemplated in, the Programme Agreement;

**Programme Agreement** means the agreement of even date herewith between the Issuer, theGuarantor and the Dealers named therein concerning the purchase of Notes to beissued pursuant to the Programme together with any agreement for the time beingin force amending, replacing, novating or modifying such agreement;

**Prospectus Directive**means Directive 2003/71/EC;

**Receipt** means a receipt attached on issue to a Definitive Note redeemable ininstalments for the payment of an instalment of principal, such receipt beingin the form or substantially in the form set out in Part 4 of Schedule 2 heretoor in such other form as may be agreed between the Issuer, the Agent, theTrustee and the relevant Dealer(s) and includes any replacements for Receiptsissued pursuant to Condition 10;

**Receiptholders** means the several persons who are for the time being holders of theReceipts;

**Reference Banks** means the several banks initially appointed as reference banks inrelation to the Notes of any relevant Series and/or, if applicable, anySuccessor reference banks in relation to such Notes;

**Relevant Date** has the meaning set out in Condition 7;

**repay**, **redeem** and **pay**shall each include both the others and cognate expressions shall be construedaccordingly;

**Series** means a Tranche of Notes together with any further Tranche or Tranchesof Notes which are (i) expressed to be consolidated and form a single seriesand (ii) identical in all respects (including as to listing) except for theirrespective Issue Dates, Interest Commencement Dates and/or Issue Prices and theexpressions **Notes of the relevant Series**, **holders of Notes of the relevant Series** and relatedexpressions shall be construed accordingly;

**Stock Exchange** means the London Stock Exchange plc, or any other or further stockexchange(s) on which any Notes may from time to time be listed, and referencesin these presents to the **relevant Stock Exchange**shall, in relation to any Notes, be references to the Stock Exchange on whichsuch Notes are, from time to time, or are intended to be, listed;

**Subsidiary** means any company which is for the time being a subsidiary (within themeaning of Section 736 of the Companies Act 1985 of Great Britain) or asubsidiary undertaking (within the meaning of Section 258 and Schedule 10A ofthe Companies Act 1985 of Great Britain);

**Successor** means, in relation to the Agent, the other Paying Agents, the ReferenceBanks and the Calculation Agent, any successor to any one or more of them inrelation to the Notes which shall become such pursuant to the provisions ofthese presents and/or the Agency Agreement (as the case may be) and/or suchother or further agent, paying agents, reference banks or calculation agent (asthe case may be) in relation to the Notes as may (with the prior approval of,and on terms previously approved by, the Trustee in writing) from time to timebe appointed as such, and/or, if applicable, such other or further specifiedoffices (in the former case being within the same city as those for which theyare substituted) as may from time to time be nominated, in each case by theIssuer and the Guarantor and (except in the case of the initial appointmentsand specified offices made under

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and specified in the Conditions and/or the AgencyAgreement, as the case may be) notice of whose appointment or, as the case maybe, nomination has been given to the Noteholders;

**Talonholders** means the several persons who are for the time being holders of theTalons;

**Talons** means the talons (if any) appertaining to, and exchangeable in accordancewith the provisions therein contained for further Coupons appertaining to, theDefinitive Notes (other than the Zero Coupon Notes), such talons being in theform or substantially in the form set out in Part 6 of Schedule 2 hereto or insuch other form as may be agreed between the Issuer, the Agent, the Trustee andthe relevant Dealer(s) and includes any replacements for Talons issued pursuantto Condition 10;

**Temporary Global Note** means a temporary global note in the form or substantially in the formset out in Part 1 of Schedule 2 hereto with such modifications (if any) as maybe agreed between the Issuer, the Agent, the Trustee and the relevantDealer(s), together with the copy of the applicable Final Terms annexedthereto, comprising some or all of the Notes of the same Series, issued by theIssuer pursuant to the Programme Agreement or any other agreement between theIssuer and the relevant Dealer(s), the Agency Agreement and these presents;

**these presents** means this Trust Deed and the Schedules and any trust deed supplementalhereto and the Schedules (if any) thereto and the Notes, the Receipts, theCoupons, the Talons, the Conditions and, unless the context otherwise requires,the Final Terms, all as from time to time modified in accordance with theprovisions herein or therein contained;

**Tranche** means all Notes which are identical in all respects (including as tolisting);

**Trustee Acts** means the Trustee Act 1925 and the Trustee Act 2000;

**Trust Corporation** means a corporation entitled by rules made under the Public Trustee Act1906 of Great Britain or entitled pursuant to any other comparable legislationapplicable to a trustee in any other jurisdiction to carry out the functions ofa custodian trustee;

**Zero Coupon Note** means a Note on which no interest is payable;

words denoting the singular shall include the pluraland *vice versa*;

words denoting one gender only shall include the othergenders; and

words denoting persons only shall include firms andcorporations and *vice versa*.

(B)           (i)            All references in these presents to principal and/or principal amountand/or interest in respect of the Notes or to any moneys payable by the Issuerand/or the Guarantor under these presents shall, unless the context otherwiserequires, be construed in accordance with Condition 5(d).

(ii)           All references in these presents to any statute or any provision of anystatute shall be deemed also to refer to any statutory modification orre-enactment thereof or any statutory instrument, order or regulation madethereunder or under any such modification or re-enactment.

(iii)          All references in these presents to guarantees or to an obligation beingguaranteed shall be deemed to include respectively references to indemnities orto an indemnity being given in respect thereof.

(iv)          All references in these presents to any action, remedy or method ofproceeding for the enforcement of the rights of creditors shall be deemed toinclude, in respect of any

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jurisdiction other than England, references tosuch action, remedy or method of proceeding for the enforcement of the rightsof creditors available or appropriate in such jurisdiction as shall most nearlyapproximate to such action, remedy or method of proceeding described orreferred to in these presents.

(v)           All references in these presents to Euroclear and/or Clearstream,Luxembourg shall, whenever the context so permits (but not in the case of anyNGN), be deemed to include references to any additional or alternative clearingsystem as is approved by the Issuer, the Agent and the Trustee.

(vi)          Unless the context otherwise requires words or expressions used in thesepresents shall bear the same meanings as in the Companies Act 1985 ofGreat Britain.

(vii)         In this Trust Deed references to Schedules, Clauses, subclauses,paragraphs and subparagraphs shall be construed as references to the Schedulesto this Trust Deed and to the Clauses, subclauses, paragraphs and subparagraphsof this Trust Deed respectively.

(viii)        Inthese presents tables of contents and Clause headings are included for ease ofreference and shall not affect the construction of these presents.

(ix)           Any references herein to the records of Euroclear and Clearstream,Luxembourg shall be to the records that each of Euroclear and Clearstream,Luxembourg holds for its customers which reflect the amount of such customers’interest in the Notes.

(C)           Words and expressions defined in these presents or the Agency Agreementor used in the applicable Final Terms shall have the same meanings where usedherein unless the context otherwise requires or unless otherwise stated andprovided that, in the event of inconsistency between the Agency Agreement andthese presents, these presents shall prevail and, in the event of inconsistencybetween the Agency Agreement or these presents and the applicable Final Terms,the applicable Final Terms shall prevail.

(D)          All references in these presents to the **relevantcurrency** shall be construed as references to the currency in whichpayments in respect of the Notes and/or Receipts and/or Coupons of the relevantSeries are to be made as indicated in the applicable Final Terms.

(E)           All references in these presents to Notes being “**listed**”or having a “**listing**” on a Stock Exchangeshall, in relation to any Notes which are to have a **listing**or be **listed** (i) on the London Stock Exchangeplc, be construed to mean that such Notes have been admitted to the OfficialList by the UK Listing Authority and to trading on the London Stock Exchange’sGilt Edged and Fixed Interest Market and (ii) on any other European EconomicArea Stock Exchange, **listing** and **listed** shall be constituted to mean that the Notes have beenadmitted to trading on a market within that jurisdiction which is a regulatedmarket for the purposes of the Investment Services Directive (Directive 93/22/EEC).

(F)           All references in these presents to a Directive include any relevantimplementing measure of each Member State of the European Economic Area whichhas implemented such Directive and all references to the Prospectus Directiveshall include Commission Regulation (EC) No.809/2004 implementing theProspectus Directive.

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**2.**             AMOUNTAND ISSUE OF THE NOTES

(A)          **Amount of the Notes, Final Terms and Legal Opinions**:

The Notes will be issued in Series in an aggregatenominal amount from time to time outstanding not exceeding the Programme Limitfrom time to time and for the purpose of determining such aggregate nominalamount Clause 3(5) of the Programme Agreement shall apply.

By not later than 3.00 p.m. (London time) on theLondon Business Day preceding each proposed Issue Date, the Issuer shalldeliver or cause to be delivered to the Trustee a copy of the applicable FinalTerms and shall notify the Trustee in writing without delay of the relevantIssue Date and the nominal amount of the Notes to be issued.  Upon the issue of the relevant Notes, suchNotes shall become constituted by these presents without further formality.

Before the first issue of Notes occurring after eachanniversary of this Trust Deed and on such other occasions as the Trustee sorequests (on the basis that the Trustee considers it necessary in view of achange (or proposed change) in applicable law affecting the Issuer or, as thecase may be, the Guarantor, these presents, the Programme Agreement or theAgency Agreement, or the Trustee has other grounds), the Issuer or, as the casemay be, the Guarantor will procure that (a) further legal opinion(s)(relating, if applicable, to any such change or proposed change) in such formand with such content as the Trustee may require from the legal advisersspecified in the Programme Agreement or such other legal advisers as theTrustee may require is/are delivered to the Trustee.  Whenever such a request is made with respectto any Notes to be issued, the receipt of such opinion in a form satisfactoryto the Trustee shall be a further condition precedent to the issue of thoseNotes.

(B)           **Covenant to repay principal and to pay interest**:

The Issuer covenants with the Trustee that it will, asand when the Notes of any Series or any of them or any instalment of principalin respect thereof becomes due to be redeemed in accordance with theConditions, unconditionally pay or procure to be paid to or to the order of theTrustee in the relevant currency in immediately available funds the principalamount in respect of the Notes of such Series or the amount of such instalmentbecoming due for redemption on that date and (except in the case of Zero CouponNotes) shall (subject to the provisions of the Conditions) in the meantime anduntil redemption in full of the Notes of such Series (both before and after anyjudgment or other order of a court of competent jurisdiction) unconditionallypay or procure to be paid to or to the order of the Trustee as aforesaidinterest (which shall accrue from day to day) on the nominal amount of theNotes outstanding of such Series at rates and/or in amounts calculated fromtime to time in accordance with, or specified in, and on the dates provided forin, the Conditions (subject to Clause 2(D)) PROVIDED THAT:

(i)            every payment of principal or interest or other sum due in respect ofthe Notes made to or to the order of the Agent in the manner provided in theAgency Agreement shall be in satisfaction *pro tanto* ofthe relative covenant by the Issuer in this Clause contained in relation to theNotes of such Series, except to the extent that there is a default in thesubsequent payment thereof in accordance with the Conditions to the relevantNoteholders, Receiptholders or Couponholders (as the case may be);

(ii)           in the case of any payment of principal made to the Trustee or the Agentafter the due date or on or after accelerated maturity following an Event ofDefault, interest shall (subject, where applicable, as provided in theConditions) continue to accrue on the nominal amount of the relevant Notes(except in the case of Zero Coupon Notes to which the provisions ofCondition 6(j) shall apply) (both before and after any judgment or otherorder of a court of competent jurisdiction) at the rates aforesaid (or, ifhigher, the rate of interest on judgment debts for the time being provided byEnglish law) up to and including the date which the

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Trustee determines to bethe date on and after which payment is to be made in respect thereof, as statedin a notice given to the holders of such Notes (such date to be not later thanseven days after the day on which the whole of such principal amount, togetherwith an amount equal to the interest which has accrued and is to accruepursuant to this proviso up to and including that date, has been received bythe Trustee or the Agent); and

(iii)          in any case where payment of the whole or any part of the principalamount of any Note is improperly withheld or refused upon due presentationthereof (other than in circumstances contemplated by (ii) above) interest shallaccrue on the nominal amount of such Note (except in the case of Zero CouponNotes to which the provisions of Condition 6(j) shall apply) payment ofwhich has been so withheld or refused (both before and after any judgment orother order of a court of competent jurisdiction) at the rates aforesaid (or,if higher, the rate of interest on judgment debts for the time being providedby English law) from the date of such withholding or refusal until the date onwhich, upon further presentation of the relevant Note, payment of the fullamount (including interest as aforesaid) in the relevant currency payable inrespect of such Note is made or (if earlier) the seventh day after notice isgiven to the relevant Noteholder(s) (whether individually or in accordance withCondition 13) that the full amount (including interest as aforesaid) inthe relevant currency in respect of such Note is available for payment,provided that, upon further presentation thereof being duly made, such paymentis made.

The Trustee will hold the benefit of this covenant ontrust for the Noteholders, the Receiptholders and the Couponholders and itselfin accordance with these presents.

(C)           **Trustee’s requirements regarding Paying Agents**:

At any time after an Event of Default or a PotentialEvent of Default shall have occurred or the Notes of all or any Series shallotherwise have become due and repayable or the Trustee shall have received anymoney which it proposes to pay under Clause 10 to the relevantNoteholders, Receiptholders and/or Couponholders, the Trustee may:

(i)            by notice in writing to the Issuer, the Guarantor, the Agent and theother Paying Agents require the Agent and the other Paying Agents pursuant tothe Agency Agreement:

(a)           to act thereafter as Agent and other Paying Agents respectively of theTrustee in relation to payments to be made by or on behalf of the Trustee underthe terms of these presents *mutatis mutandis*on the terms provided in the Agency Agreement (save that the Trustee’sliability under any provisions thereof for the indemnification, remunerationand payment of out-of-pocket expenses of the Agent and the other Paying Agentsshall be limited to the amounts for the time being held by the Trustee on thetrusts of these presents relating to the Notes of the relevant Series andavailable for such purpose) and thereafter to hold all Notes, Receipts andCoupons and all sums, documents and records held by them in respect of Notes,Receipts and Coupons on behalf of the Trustee; or

(b)           to deliver up all Notes, Receipts and Coupons and all sums, documentsand records held by them in respect of Notes, Receipts and Coupons to theTrustee or as the Trustee shall direct in such notice provided that such noticeshall be deemed not to apply to any documents or records which the Agent or therelevant other Paying Agent is obliged not to release by any law or regulation;and

(ii)           by notice in writing to the Issuer and the Guarantor require them tomake all subsequent payments in respect of the Notes, Receipts and Coupons toor to the order of the Trustee and not to the Agent and with effect from theissue of any such notice to the Issuer and the

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Guarantor and until suchnotice is withdrawn proviso (i) to subclause (B) of this Clauserelating to the Notes shall cease to have effect.

(D)          If the Floating Rate Notes or Indexed Interest Notes of any Seriesbecome immediately due and repayable under Condition 9, the rate and/oramount of interest payable in respect of them will be calculated at the sameintervals as if such Notes had not become due and repayable, the first of whichwill commence on the expiry of the Interest Period during which the Notes ofthe relevant Series become so due and repayable *mutatismutandis*in accordance with the provisions of Condition 4(b)except that the rates of interest need not be published.

(E)           **Currency of payments**:

All payments in respect of, under and in connectionwith these presents and the Notes of any Series to the relevant Noteholders,Receiptholders and Couponholders shall be made in the relevant currency.

(F)           **Further Notes**:

The Issuer shall be at liberty from time to time (butsubject always to the provisions of these presents) without the consent of theNoteholders, Receiptholders or Couponholders to create and issue further Notesranking *pari passu* in all respects (or in allrespects save for the date from which interest thereon accrues and the amountof the first payment of interest on such further Notes) and so that the sameshall be consolidated and form a single series with the outstanding Notes of aparticular Series.

(G)           **Separate Series**:

The Notes of each Series shall form a separate Seriesof Notes and accordingly, unless for any purpose the Trustee in its absolutediscretion shall otherwise determine, the provisions of this Clause and ofClauses 3 to 21 (both inclusive), 22(B) and Schedule 3 shall apply *mutatis mutandis* separately and independently to the Notesof each Series and in such Clauses and Schedule the expressions **Notes**, **Noteholders**, **Receipts**, **Receiptholders**,**Coupons**, **Couponholders**,**Talons** and **Talonholders**shall be construed accordingly.

**3.**             FORMS OF THE NOTES

(A)          **Global Notes**:

(i)            The Notes of each Tranche will initially be represented by a TemporaryGlobal Note which shall be exchangeable for either Definitive Notes togetherwith, where applicable, Receipts and (except in the case of Zero Coupon Notes)Coupons and, where applicable, Talons attached or a Permanent Global Note, ineach case in accordance with the provisions of such Temporary Global Note.  Each Permanent Global Note shall beexchangeable for Definitive Notes together with, where applicable, Receipts and(except in the case of Zero Coupon Notes) Coupons and, where applicable, Talonsattached, in accordance with the provisions of such Permanent Global Note.

All Global Notes shall be prepared, completed anddelivered to a Common Depositary (in the case of a CGN) or Common Safekeeper(in the case of an NGN) for Euroclear and Clearstream, Luxembourg in accordancewith the provisions of the Programme Agreement or to another appropriatedepositary in accordance with any other agreement between the Issuer and therelevant Dealer(s) and, in each case, the Agency Agreement and these presents.

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(ii)           Each Temporary Global Note shall be printed or typed in the form or substantiallyin the form set out in Part 1 of Schedule 2 and may be a facsimile.  Each Temporary Global Note shall have annexedthereto a copy of the applicable Final Terms and shall be signed manually or infacsimile by two persons duly authorised by the Issuer on behalf of the Issuer,shall be authenticated by or on behalf of the Agent and shall, in the case of aEurosystem-eligible NGN or in the case of a Non-eligible NGN in respect ofwhich the Issuer has notified the Agent that effectuation is to be applicable,be effectuated by the Common Safekeeper acting on the instructions of theAgent.  Each Temporary Global Note soexecuted and authenticated shall be a binding and valid obligation of theIssuer and title thereto shall pass by delivery.

(iii)          Each Permanent Global Note shall be printed or typed in the form orsubstantially in the form set out in Part 2 of Schedule 2 and may be afacsimile.  Each Permanent Global Noteshall have annexed thereto a copy of the applicable Final Terms and shall besigned manually or in facsimile by two persons duly authorised by the Issuer onbehalf of the Issuer, shall be authenticated by or on behalf of the Agent andshall, in the case of a Eurosystem-eligible NGN or in the case of aNon-eligible NGN in respect of which the Issuer has notified the Agent thateffectuation is to be applicable, be effectuated by the Common Safekeeperacting on the instructions of the Agent. Each Permanent Global Note so executed and authenticated shall be abinding and valid obligation of the Issuer and title thereto shall pass bydelivery.

(B)           **Definitive Notes**:

(i)            The Definitive Notes, the Receipts, the Coupons and the Talons shall beto bearer in the respective forms or substantially in the respective forms setout in Parts 3, 4, 5 and 6, respectively, of Schedule 2.  The Definitive Notes, the Receipts, theCoupons and the Talons shall be serially numbered and, if listed or quoted,shall be security printed in accordance with the requirements (if any) fromtime to time of the relevant Stock Exchange and the relevant Conditions shallbe incorporated by reference (where applicable to these presents) into suchDefinitive Notes if permitted by the relevant Stock Exchange (if any), or, ifnot so permitted, the Definitive Notes shall be endorsed with or have attachedthereto the relevant Conditions, and, in either such case, the Definitive Notesshall have endorsed thereon or attached thereto a copy of the applicable FinalTerms (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons and the Talonsshall pass by delivery.

(ii)           The Definitive Notes shall be signed manually or in facsimile by twopersons duly authorised by the Issuer on behalf of the Issuer and shall beauthenticated by or on behalf of the Agent. The Definitive Notes so executed and authenticated, and the Receipts,the Coupons and Talons, upon execution and authentication of the relevantDefinitive Notes, shall be binding and valid obligations of the Issuer.  The Receipts, the Coupons and the Talonsshall not be signed.  No Definitive Noteand none of the Receipts, Coupons or Talons appertaining to such DefinitiveNote shall be binding or valid until such Definitive Note shall have beenexecuted and authenticated as aforesaid.

(C)           **FacsimileSignatures**:

The Issuer may use the facsimile signature of anyperson who at the date such signature is affixed to a Note is duly authorisedby the Issuer notwithstanding that at the time of issue of any of the Notes, hemay have ceased for any reason to be so authorised.

(D)          Persons to be treated as Noteholders:

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Except as ordered by a court of competent jurisdictionor as required by law, the Issuer, the Guarantor, the Trustee, the Agent andthe other Paying Agents (notwithstanding any notice to the contrary and whetheror not it is overdue and notwithstanding any notation of ownership or writingthereon or notice of any previous loss or theft thereof) may (i) for thepurpose of making payment thereon or on account thereof, deem and treat thebearer of any Global Note, Definitive Note, Receipt, Coupon or Talon and of allrights thereunder as the absolute owner thereof free from all encumbrances, andshall not be required to obtain proof of such ownership or as to the identityof the bearer and (ii) for all other purposes deem and treat:

(a)           the bearer of any Definitive Note, Receipt, Coupon or Talon; and

(b)           each person for the time being shown in the records of Euroclear orClearstream, Luxembourg or (except in the case of an NGN) such other additionalor alternative clearing system approved by the Issuer, the Agent and theTrustee, as having a particular nominal amount of Notes credited to hissecurities account,

as the absolute owner thereof free from allencumbrances and shall not be required to obtain proof of such ownership or asto the identity of the bearer of any Global Note, Definitive Note, Receipt,Coupon or Talon.

**4.**             FEES,DUTIES AND TAXES

The Issuer will pay any stamp, issue, registration,documentary and other fees, duties and taxes, including interest and penalties,payable on or in connection with (i) the execution and delivery of thesepresents (ii) the constitution and original issue of the Notes, the Receiptsand the Coupons and (iii) any action taken by or on behalf of the Trustee or(where permitted under these presents so to do) any Noteholder, Receiptholderor Couponholder to enforce, or to resolve any doubt concerning, or for anyother purpose in relation to, these presents.

**5.**             COVENANTOF COMPLIANCE

Each of the Issuer and the Guarantor covenants withthe Trustee that it will comply with and perform and observe all the provisionsof these presents which are expressed to be binding on it.  The Conditions shall be binding on theIssuer, the Guarantor, the Noteholders, the Receiptholders and the Couponholders.  The Trustee shall be entitled to enforce theobligations of the Issuer and the Guarantor under the Notes, the Receipts andthe Coupons as if the same were set out and contained in this Trust Deed, whichshall be read and construed as one document with the Notes, the Receipts andthe Coupons.  The Trustee shall hold thebenefit of this covenant upon trust for itself and the Noteholders, theReceiptholders and the Couponholders according to its and their respectiveinterests.

**6.**             CANCELLATIONOF NOTES AND RECORDS

(A)          The Issuer shall use all reasonable endeavours to procure that all Notes(i) redeemed or (ii) purchased for cancellation by or on behalf of theIssuer, the Guarantor or any other Subsidiary of the Issuer or(iii) which, being mutilated or defaced, have been surrendered andreplaced pursuant to Condition 10 (together in each case, in the case ofDefinitive Notes, with all unmatured Receipts and Coupons attached thereto ordelivered therewith) and, in the case of Definitive Notes all relative Receiptsand Coupons paid in accordance with the relevant Conditions or which, beingmutilated or defaced, have been surrendered and replaced pursuant toCondition 10 shall forthwith be cancelled by or on behalf of the Issuerand a certificate stating:

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(a)           the aggregate nominal amount of Notes which have been redeemed and theamounts paid in respect thereof and the aggregate amounts in respect ofReceipts and Coupons which have been paid;

(b)           the serial numbers of such Notes in definitive form and Receipts;

(c)           the total numbers (where applicable, of each denomination) by maturitydate of such Receipts and Coupons;

(d)           the aggregate amount of interest paid (and the due dates of suchpayments) on Global Notes;

(e)           the aggregate nominal amount of Notes (if any) which have been purchasedby or on behalf of the Issuer, the Guarantor or any other Subsidiary of theIssuer and cancelled and the serial numbers of such Notes in definitive formand, in the case of Definitive Notes, the total number (where applicable, ofeach denomination) by maturity date of the Receipts, Coupons and Talonsattached thereto or surrendered therewith;

(f)            the aggregate nominal amounts of Notes and Receipts and the aggregateamounts in respect of Coupons which have been so exchanged or surrendered andreplaced and the serial numbers of such Notes in definitive form and the totalnumber (where applicable, of each denomination) by maturity date of suchCoupons and Talons;

(g)           the total number (where applicable, of each denomination) by maturitydate of the unmatured Coupons missing from Definitive Notes bearing interest ata fixed rate which have been redeemed or exchanged or surrendered and replacedand the serial numbers of the Definitive Notes to which such missing unmaturedCoupons appertained; and

(h)           the total number (where applicable, of each denomination) by maturitydate of Talons which have been exchanged for further Coupons

shall be given to the Trustee by or on behalf of theIssuer as soon as possible and in any event within four months after the dateof such redemption, purchase, payment, exchange or replacement (as the case maybe).  The Trustee may accept suchcertificate as conclusive evidence of redemption, purchase, exchange or replacement*pro tanto*of the Notes or payment ofinterest thereon or exchange of the relative Talons respectively and ofcancellation of the relative Notes and Coupons.

(B)           The Issuer shall use all reasonable endeavours to procure (i) thatthe Agent shall keep a full and complete record of all Notes, Receipts, Couponsand Talons issued by it (other than serial numbers of Receipts and Coupons) andof their redemption, purchase by or on behalf of the Issuer, the Guarantor orany other Subsidiary of the Issuer and of all replacement notes, receipts,coupons or talons issued in substitution for lost, stolen, mutilated, defacedor destroyed Notes, Receipts, Coupons or Talons and (ii) that such recordsshall be made available to the Trustee at all reasonable times.

**7.**             GUARANTEE

(A)          The Guarantor hereby irrevocably and unconditionally guarantees to theTrustee the due and punctual payment in accordance with these presents of theprincipal of and interest on the Notes and of all other amounts payable by theIssuer under these presents.

(B)           If the Issuer fails,for any reason whatsoever, punctually to pay any such principal, interest orother amount, the Guarantor shall cause each and every such payment to be madeas if the Guarantor instead of the Issuer were expressed to be the primaryobligor of the relevant Note, Receipt or Coupon and not merely as surety (butwithout affecting the Issuer’s obligations) to the intent that the

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holder thereof shall receive the same amountsin respect of principal, interest or such other amount as would have beenreceivable had such payments been made by the Issuer.

(C)           If any payment received by the Trustee or any Noteholder, Receiptholderor Couponholder pursuant to the provisions of these presents in relation to theNotes, the Receipts or the Coupons shall (whether on the subsequent bankruptcy,insolvency or corporate reorganisation of the Issuer or, without limitation, onany other event) be avoided or set aside for any reason, such payment shall notbe considered as discharging or diminishing the liability of the Guarantor andthis guarantee shall continue to apply as if such payment had at all timesremained owing by the Issuer and the Guarantor shall indemnify the Trustee andthe Noteholders and/or Receiptholders and/or Couponholders (as the case may be)in respect thereof PROVIDED THAT the obligations of the Issuer and/or theGuarantor under this subclause shall, as regards each payment made to theTrustee or any Noteholder, Receiptholder or Couponholder which is avoided orset aside, be contingent upon such payment being reimbursed to the Issuer orother persons entitled through the Issuer.

(D)          The Guarantor hereby agrees that its obligations hereunder shall beunconditional and that the Guarantor shall be fully liable irrespective of thevalidity, regularity, legality or enforceability against the Issuer of, or ofany defence or counter-claim whatsoever available to the Issuer in relation to,its obligations under these presents, whether or not any action has been takento enforce the same or any judgment obtained against the Issuer, whether or notany of the other provisions of these presents have been modified, whether ornot any time, indulgence, waiver, authorisation or consent has been granted tothe Issuer by or on behalf of the Noteholders or the Receiptholders orCouponholders or the Trustee, whether or not any determination has been made bythe Trustee pursuant to Clause 19(A), whether or not there have been anydealings or transactions between the Issuer, any of the Noteholders,Receiptholders or Couponholders or the Trustee, whether or not the Issuer hasbeen dissolved, liquidated, merged, consolidated, bankrupted or has changed itsstatus, functions, control or ownership, whether or not the Issuer has beenprevented from making payment by foreign exchange provisions applicable at itsplace of registration or incorporation and whether or not any othercircumstances have occurred which might otherwise constitute a legal orequitable discharge of or defence to a guarantor.  Accordingly, the validity of this guaranteeshall not be affected by reason of any invalidity, irregularity, illegality orunenforceability of all or any of the obligations of the Issuer under thesepresents and this guarantee shall not be discharged nor shall the liability ofthe Guarantor under these presents be affected by any act, thing or omission ormeans whatever whereby its liability would not have been discharged if it hadbeen the principal debtor.

(E)           Without prejudice to the provisions of Clause 9(A), the Trustee maydetermine from time to time whether or not it will enforce this guarantee whichit may do without making any demand of or taking any proceedings against theIssuer (as appropriate) and may from time to time make any arrangement orcompromise with the Guarantor in relation to this guarantee which the Trusteemay consider expedient in the interests of the Noteholders, Receiptholders orCouponholders.

(F)           The Guarantor hereby waives diligence, presentment, demand of payment,filing of claims with a court in the event of dissolution, liquidation, mergeror bankruptcy of the Issuer, any right to require a proceeding first againstthe Issuer, protest or notice with respect to the Notes, Receipts or Coupons orthe indebtedness evidenced thereby and all demands whatsoever and herebycovenants that this guarantee shall be a continuing guarantee, shall extend tothe ultimate balance of all sums payable by the Issuer under these presents inrelation to the Notes, Receipts and Coupons, shall not be discharged except bycomplete performance of the obligations contained in these presents in relationto the Notes, Receipts and Coupons and is additional to, and not instead of,any security or other guarantee or indemnity at any time existing in favour ofany person, whether from the Guarantor or otherwise.

(G)           If any moneys shall become payable by the Guarantor under this guaranteethe Guarantor shall not, so long as the same remain unpaid, without the priorwritten consent of the Trustee:

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(i)            in respect of any amounts paid by it under this guarantee, exercise anyrights of subrogation or contribution or, without limitation, any other rightor remedy which may accrue to it in respect of or as a result of any suchpayment; or

(ii)           in respect of any other moneys for the time being due to the Guarantorby the Issuer, claim payment thereof or exercise any other right or remedy;

(including in either case claiming the benefit of anysecurity or right of set-off or, on the liquidation of the Issuer, proving incompetition with the Trustee).  If,notwithstanding the foregoing, upon the bankruptcy, insolvency or liquidationof the Issuer any payment or distribution of assets of the Issuer of any kindor character, whether in cash, property or securities, shall be received by theGuarantor before payment in full of all principal of, and interest on, theNotes, Receipts and Coupons shall have been made to the Noteholders, Receiptholdersand Couponholders, such payment or distribution shall be received by theGuarantor on trust to pay the same over immediately to the Trustee forapplication in or towards the payment of all sums due and unpaid under thesepresents in accordance with Clause 10 on the basis that Clause 10 does notapply separately and independently to each Series of the Notes.

(H)          The obligations of the Guarantor under these presents constitute direct,unconditional, unsubordinated and unsecured obligations of the Guarantor and(save for certain obligations required to be preferred by law) rank and willrank *pari passu* with all other unsecuredobligations (other than subordinated obligations, if any) of the Guarantor,from time to time outstanding.

**8.**             NON-PAYMENT

(A)          Proof that as regards any specified Note, Receipt or Coupon the Issueror, as the case may be, the Guarantor has defaulted in paying any amount due inrespect of such Note, Receipt or Coupon shall (unless the contrary be proved)be sufficient evidence that the same default has been made as regards all otherNotes, Receipts or Coupons (as the case may be) in respect of which therelevant amount is due and payable.

(B)           References in provisos (ii) and (iii) to Clause 2(B) and the provisionsof any trust deed supplemental to this Trust Deed corresponding to provisos(ii) and (iii) to Clause 2(B) to “the rates aforesaid” shall, in the event ofthe Notes having become due and repayable, with effect from the expiry of theinterest period during which such Notes become due and repayable, be construedas references to rates of interest calculated *mutatismutandis* in accordance with the Conditions except that no noticesneed be published in respect thereof.

**9.**             PROCEEDINGS,ACTION AND INDEMNIFICATION

(A)          The Trustee shall not be bound to take any proceedings mentioned inCondition 9 or any other action in relation to these presents unlessrespectively directed or requested to do so (i) by an ExtraordinaryResolution or (ii) in writing by the holders of at least one-quarter innominal amount of the Notes then outstanding and in either case then only if itshall be indemnified and/or secured to its satisfaction against all Liabilitiesto which it may thereby render itself liable or which it may incur by so doing.

(B)           Only the Trustee may enforce the provisions of these presents.  No Noteholder, Receiptholder or Couponholdershall be entitled to proceed directly against the Issuer or the Guarantor toenforce the performance of any of the provisions of these presents unless the Trusteehaving become bound as aforesaid to take proceedings fails to do so within areasonable period and such failure is continuing.

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**10.**          APPLICATION OF MONEYS

All moneys received by the Trustee under thesepresents from the Issuer or, as the case may be, the Guarantor (including anymoneys which represent principal or interest in respect of Notes, Receipts orCoupons which have become void under Condition 8) shall, unless and to theextent attributable, in the opinion of the Trustee, to a particular Series ofthe Notes, be apportioned *pari passu* andrateably between each Series of the Notes, and all moneys received by theTrustee under these presents from the Issuer or, as the case may be, theGuarantor to the extent attributable in the opinion of the Trustee to aparticular Series of the Notes or which are apportioned to such Series asaforesaid, be held by the Trustee upon trust to apply them (subject toClause 12):

FIRST in payment or satisfaction of all amounts thendue and unpaid under Clauses 15 and/or 16(J) to the Trustee and/or anyAppointee;

SECONDLY in or towards payment *pari passu*andrateably of all principal and interest then due and unpaid in respect of theNotes of that Series;

THIRDLY in or towards payment *pari passu*and rateably of all principal and interest then due and unpaid in respect ofthe Notes of each other Series; and

FOURTHLY in payment of the balance (if any) to theIssuer (without prejudice to, or liability in respect of, any question as tohow such payment to the Issuer shall be dealt with as between the Issuer andany other person).

Without prejudice to this Clause 10, if the Trusteeholds any moneys which represent principal or interest in respect of Noteswhich have become void or in respect of which claims have been prescribed underCondition 8, the Trustee will hold such moneys on the above trusts.

**11.**          NOTICE OF PAYMENTS

The Trustee shall give notice to the relevantNoteholders in accordance with Condition 13 of the day fixed for anypayment to them under Clause 10. Such payment may be made in accordance with Condition 5 and anypayment so made shall be a good discharge to the Trustee.

**12.**          INVESTMENT BY TRUSTEE

(A)          The Trustee may at its discretion and pending payment invest moneys atany time available for the payment of principal and interest on the Notes insome or one of the investments hereinafter authorised for such periods as itmay consider expedient with power from time to time at the like discretion tovary such investments and to accumulate such investments and the resultinginterest and other income derived therefrom. The accumulated investments shall be applied under Clause 10.  All interest and other income deriving fromsuch investments shall be applied first in payment or satisfaction of allamounts then due and unpaid under Clause 15 to the Trustee and/or any Appointeeand otherwise held for the benefit of and paid to the Noteholders or theholders of the related Coupons, as the case may be.

(B)           Any moneys which under the trusts of these presents ought to or may beinvested by the Trustee may be invested in the name or under the control of theTrustee in any investments or other assets in any part of the world, whether ornot they produce income or by placing the same on deposit in the name or underthe control of the Trustee at such bank or other financial institution and insuch currency as the Trustee may think fit. If that bank or institution is the Trustee or a Subsidiary, holding orassociated company of the Trustee, it need only account for an amount of interestequal to the amount of interest which would, at then current rates, be payableby it on such a deposit to an independent customer.  The Trustee may at any time vary any suchinvestments for or into other

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investments or convert any moneys so depositedinto any other currency and shall not be responsible for any loss resultingfrom any such investments or deposits, whether due to depreciation in value,fluctuations in exchange rates or otherwise.

**13.**          PARTIAL PAYMENTS

Upon any payment under Clause 10 (other thanpayment in full against surrender of a Note, Receipt or Coupon) the Note,Receipt or Coupon in respect of which such payment is made shall be produced tothe Trustee or the Paying Agent by or through whom such payment is made and(except in the case of an NGN) the Trustee shall or shall cause such PayingAgent to enface thereon a memorandum of the amount and the date of payment butthe Trustee may, in any particular case, dispense with such production andenfacement upon such indemnity being given as it shall think sufficient.

**14.**          COVENANTSBY THE ISSUER AND THE GUARANTOR

(A)          The Issuer covenants with the Trustee that, so long as any of the Notesremains outstanding (or, in the case of paragraphs (viii), (ix), (xiii),(xiv), (xvi) and (xviii), so long as any such Notes or the relative Receipts orCoupons remains liable to prescription or, in the case of subparagraph (xv),until the expiry of a period of 30 days after the Relevant Date) it shall:

(i)            at all times carry on and conduct its affairs and procure itsSubsidiaries to carry on and conduct their respective affairs in a proper andefficient manner;

(ii)           give or procure to be given to the Trustee such opinions, certificatesand information as it shall require and in such form as it shall require(including without limitation the procurement of all such certificates calledfor by the Trustee pursuant to Clauses 16(C) and 16(U)) for the purpose ofthe discharge or exercise of the duties, trusts, powers, authorities anddiscretions vested in it under these presents or by operation of law;

(iii)          cause to be prepared and certified by its Auditors in respect of eachannual financial accounting period accounts in such form as will comply withall relevant legal and accounting requirements and all requirements for thetime being of the relevant Stock Exchange;

(iv)          at all times keep proper books of account and allow the Trustee and anyperson appointed by the Trustee to whom the Issuer shall have no reasonableobjection free access to such books of account at all reasonable times duringnormal business hours;

(v)           send to the Trustee (in addition to any copies to which it may beentitled as a holder of any securities of the Issuer) two copies in English ofevery balance sheet, profit and loss account, report, circular and notice ofgeneral meeting and every other document issued or sent to its shareholderstogether with any of the foregoing, and every document issued or sent toholders of securities other than its shareholders (including the Noteholders) assoon as practicable after the issue or publication thereof;

(vi)          forthwith give notice in writing to the Trustee of the occurrence of anyEvent of Default or Potential Event of Default;

(vii)         give to the Trustee (a) within seven days after demand by theTrustee therefor and (b) (without the necessity for any such demand)promptly after the publication of its audited accounts in respect of eachfinancial year commencing with the financial year ending28 February 2007 and in any event not later than 180 days afterthe end of each such financial year, a certificate signed by two of itsDirectors, to the effect that as at a date not

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more than seven days before delivering suchcertificate (the **relevant certification date**) theredid not exist and had not existed since the relevant certification date of theprevious certificate (or in the case of the first such certificate the datehereof) any Event of Default or any Potential Event of Default (or if suchexists or existed, specifying the same) and that during the period from andincluding the relevant certification date of the last such certificate (or inthe case of the first such certificate the date hereof) to and including therelevant certification date of such certificate the Issuer has complied with allits obligations contained in these presents or (if such is not the case)specifying the respects in which it has not complied;

(viii)        atall times execute all such further documents and do all such further acts andthings as may be necessary at any time or times in the opinion of the Trusteefor the purpose of discharging its functions under, or giving effect to, thesepresents;

(ix)           at all times maintain an Agent, other Paying Agents, a Calculation Agentand Reference Banks in accordance with the Conditions;

(x)            procure the Agent to notify the Trustee forthwith in the event that itdoes not, on or before the due date for any payment in respect of the Notes orany of them or any of the relative Receipts or Coupons, receive unconditionallypursuant to the Agency Agreement payment of the full amount in the relevantcurrency of the moneys payable on such due date on all such Notes, Receipts orCoupons as the case may be;

(xi)           in the event of the unconditional payment to the Agent or the Trustee ofany sum due in respect of the Notes or any of them or any of the relativeReceipts or Coupons being made after the due date for payment thereof forthwithgive or procure to be given notice to the relevant Noteholders in accordancewith Condition 13 that such payment has been made;

(xii)          use all reasonable endeavours to maintain the quotation or listing onthe relevant Stock Exchange of those of the Notes which are quoted or listed onthe relevant Stock Exchange or, if it is unable to do so having used all suchreasonable endeavours, use all reasonable endeavours to obtain and maintain aquotation or listing of such Notes issued by it on such other stock exchange orexchanges or securities market or markets as the Issuer may (with the priorwritten approval of the Trustee) decide and shall also upon obtaining aquotation or listing of such Notes issued by it on such other stock exchange orexchanges or securities market or markets enter into a trust deed supplementalto this Trust Deed to effect such consequential amendments to these presents asthe Trustee may require or as shall be requisite to comply with therequirements of any such stock exchange or securities market *provided that* the Issuer shall not be obliged to maintainany listing of the Notes on a regulated market in the European Economic Area incircumstances where:

(a)           a listing or admission to trading of such Notes on such regulated marketin the European Economic Area would require the Issuer (1) to prepare financialstatements in accordance with auditing standards other than U.S. GAAP or (2) toprovide additional information and/or a report from its auditors as a result ofdifferences between U.S. GAAP and International Financial Reporting Standards;or

(b)           the EU Financial Services Action Plan is implemented in a manner that,in the reasonable opinion of the Issuer, is unduly burdensome (as certified bythe Issuer to the Trustee in a certificate signed by two Directors of theIssuer),

in which event the Issuer may, but shall not beobliged to, seek an alternative listing for any such Notes on or by such StockExchange as may be agreed between the Issuer and the Trustee;

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(xiii)         give notice to the Noteholders in accordance with Condition 13 ofany appointment, resignation or removal of any Agent, Calculation Agent,Reference Bank or other Paying Agent (other than the appointment of the initialAgent, Calculation Agent, Reference Banks and other Paying Agents) after havingobtained the prior written approval of the Trustee thereto or any change of anyPaying Agent’s or Reference Bank’s specified office and (except as provided bythe Agency Agreement or the Conditions) at least 30 days prior to suchevent taking effect; PROVIDED ALWAYS THAT so long as any of the Notes, Receiptsor Coupons remains liable to prescription in the case of the termination of theappointment of the Agent or the Calculation Agent no such termination shalltake effect until a new Agent or Calculation Agent (as the case may be) hasbeen appointed on terms previously approved in writing by the Trustee;

(xiv)        obtainthe prior written approval of the Trustee to, and promptly give to the Trusteetwo copies of, the form of every notice given to the holders of any Notesissued by it in accordance with Condition 13 (such approval, unless soexpressed, not to constitute approval for the purposes of Section 21 ofthe Financial Services and Markets Act 2000 (the **FSMA**)of a communication within the meaning of Section 21 of the FSMA);

(xv)         if payments of principal or interest in respect of the Notes or relativeReceipts or Coupons by the Issuer shall become subject generally to the taxingjurisdiction of any territory or any political sub-division or any authoritytherein or thereof having power to tax other than or in addition to the UnitedStates of America or any political sub-division or any authority therein orthereof having power to tax, immediately upon becoming aware thereof, notifythe Trustee in writing of such event and (unless the Trustee otherwise agrees)enter forthwith into a trust deed supplemental to this Trust Deed, giving tothe Trustee an undertaking or covenant in form and manner satisfactory to theTrustee in terms corresponding to the terms of Condition 7 with thesubstitution for (or, as the case may be, the addition to) the referencestherein to the United States of America or any political sub-division thereofor any authority therein or thereof having power to tax or references to thatother or additional territory or any political sub-division thereof or anyauthority therein or thereof having power to tax to whose taxing jurisdictionsuch payments shall have become subject as aforesaid such trust deed also(where applicable) to modify Condition 6(b) so that such Condition shallmake reference to the other or additional territory, any political sub-divisionthereof and any authority therein or thereof having power to tax;

(xvi)        complywith and perform all its obligations under the Agency Agreement and use allreasonable endeavours to procure that the Agent and the other Paying Agents complywith and perform all their respective obligations thereunder and any noticegiven by the Trustee pursuant to Clause 2(C)(i) and that the CalculationAgent complies with and performs all its obligations under the relativecalculation agency agreement and not make any amendment or modification to suchAgreement without the prior written approval of the Trustee;

(xvii)       inorder to enable the Trustee to ascertain the nominal amount of the Notes ofeach Series for the time being outstanding for any of the purposes referred toin the proviso to the definition of **outstanding** inClause 1, deliver to the Trustee as soon as practicable upon being sorequested in writing by the Trustee, a certificate in writing signed by two ofits Directors, setting out the total number and aggregate nominal amount of theNotes of each Series issued which:

(a)           up to and including the date of such certificate have been purchased bythe Issuer or any Subsidiary of the Issuer and cancelled; and

(b)           are at the date of such certificate held by, for the benefit of, or onbehalf of, the Issuer or any Subsidiary of the Issuer;

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(xviii)      procureits Subsidiaries to comply with all applicable provisions ofCondition 6(h);

(xix)         useall reasonable endeavours to procure that each of the Paying Agents makesavailable for inspection by Noteholders, Receiptholders and Couponholders atits specified office copies of these presents, the Agency Agreement and thethen latest audited balance sheet and profit and loss account (consolidated ifapplicable) of the Issuer and the Guarantor;

(xx)          if,in accordance with the provisions of the Conditions, interest in respect of theNotes becomes payable at the specified office of any Paying Agent in the UnitedStates of America promptly give notice thereof to the relative Noteholders inaccordance with Condition 13;

(xxi)         useall reasonable endeavours to procure that Euroclear and/or Clearstream,Luxembourg (as the case may be) issue(s) any record, certificate or otherdocument requested by the Trustee under Clause 16(U) as soon aspracticable after such request;

(xxii)        giveprior written notice to the Trustee of any proposed redemption pursuant toCondition 6(b) or 6(c) and, if it shall have given notice to theNoteholders of its intention to redeem any Notes pursuant toCondition 6(c), duly proceed to draw (if appropriate) and redeem therelevant Notes accordingly; and

(xxiii)       promptlyprovide the Trustee with copies of all supplements and/or amendments and/orrestatements of the Programme Agreement.

(B)           The Guarantor covenants with the Trustee that, so long as any of theNotes remains outstanding (or, in the case of paragraphs (viii) and (xvi),so long as any of such Notes or the relative Receipts or Coupons remains liableto prescription or, in the case of subparagraph (xv), until the expiry of aperiod of 30 days after the Relevant Date) it shall:

(i)            at all times carry on and conduct its affairs and procure itsSubsidiaries to carry on and conduct their respective affairs in a proper andefficient manner;

(ii)           give or procure to be given to the Trustee such opinions, certificatesand information as it shall require and in such form as it shall require(including without limitation the procurement of all such certificates calledfor by the Trustee pursuant to Clause 16(C)) for the purpose of thedischarge or exercise of the duties, trusts, powers, authorities anddiscretions vested in it under these presents or by operation of law;

(iii)          cause to be prepared and certified by its Auditors in respect of eachannual financial accounting period accounts in such form as will comply withall relevant legal and accounting requirements and all requirements for thetime being of the relevant Stock Exchange;

(iv)          at all times keep proper books of account and allow the Trustee and anyperson appointed by the Trustee to whom the Guarantor shall have no reasonableobjection free access to such books of account at all reasonable times duringnormal business hours;

(v)           send to the Trustee (in addition to any copies to which it may beentitled as a holder of any securities of the Guarantor) two copies in Englishof every balance sheet, profit and loss account, report, circular and notice ofgeneral meeting and every other document issued or sent to its shareholderstogether with any of the foregoing, and every document issued or sent toholders of securities other than its shareholders (including the Noteholders)as soon as practicable after the issue or publication thereof;

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(vi)          forthwith give notice in writing to the Trustee of the occurrence of anyEvent of Default or Potential Event of Default;

(vii)         give to the Trustee (a) within seven days after demand by theTrustee therefor and (b) (without the necessity for any such demand)promptly after the publication of its audited accounts in respect of eachfinancial year commencing with the financial year ending28 February 2006 and in any event not later than 180 days afterthe end of each such financial year, a certificate signed by two of itsDirectors, to the effect that as at a date not more than seven days beforedelivering such certificate (the **relevant certificationdate**) there did not exist and had not existed since the relevantcertification date of the previous certificate (or in the case of the firstsuch certificate the date hereof) any Event of Default or any Potential Eventof Default (or if such exists or existed, specifying the same) and that duringthe period from and including the relevant certification date of the last suchcertificate (or in the case of the first such certificate the date hereof) toand including the relevant certification date of such certificate the Guarantorhas complied with all its obligations contained in these presents or (if suchis not the case) specifying the respects in which it has not complied;

(viii)        atall times execute all such further documents and do all such further acts andthings as may be necessary at any time or times in the opinion of the Trusteefor the purpose of discharging its functions under, or giving effect to, thesepresents;

(ix)           if payments of principal or interest in respect of the Notes or relativeReceipts or Coupons by the Guarantor shall become subject generally to thetaxing jurisdiction of any territory or any political sub-division or anyauthority therein or thereof having power to tax, other than or in addition tothe United States of America or any political sub-division or any authoritytherein or thereof having power to tax, immediately upon becoming awarethereof, notify the Trustee in writing of such event and (unless the Trusteeotherwise agrees) enter forthwith into a trust deed supplemental to this TrustDeed, giving to the Trustee an undertaking or covenant in form and mannersatisfactory to the Trustee in terms corresponding to the terms of Condition 7with the substitution for (or, as the case may be, the addition to) thereferences therein to the United States of America or any politicalsub-division thereof or any authority therein or thereof having power to tax orreferences to that other or additional territory or any political sub-divisionthereof or any authority therein or thereof having power to tax to whose taxingjurisdiction such payments shall have become subject as aforesaid such trustdeed also (where applicable) to modify Condition 6(b) so that suchCondition shall make reference to the other or additional territory, anypolitical sub-division thereof and any authority therein or thereof havingpower to tax;

(x)            comply with and perform all its obligations under the Agency Agreement;

(xi)           in order to enable the Trustee to ascertain the nominal amount of theNotes of each Series for the time being outstanding for any of the purposesreferred to in the proviso to the definition of **outstanding**in Clause 1, deliver to the Trustee as soon as practicable upon being sorequested in writing by the Trustee, a certificate in writing signed by two ofits Directors, setting out the total number and aggregate nominal amount of theNotes of each Series issued which:

(a)           up to and including the date of such certificate have been purchased bythe Guarantor or any Subsidiary of the Guarantor and cancelled; and

(b)           are at the date of such certificate held by, for the benefit of, or onbehalf of, the Guarantor or any Subsidiary of the Guarantor; and

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(xii)          procure its Subsidiaries to comply with all applicable provisions ofCondition 6(h).

**15.**          REMUNERATIONAND INDEMNIFICATION OF TRUSTEE

(A)          The Issuer shall pay to the Trustee remuneration for its services astrustee of these presents such amount as shall be agreed from time to time byexchange of letters between the Issuer and the Trustee.  Such remuneration shall accrue from day today and be payable (in priority to payments to Noteholders, Receiptholders andCouponholders) up to and including the date when, all the Notes having becomedue for redemption, the redemption moneys and interest thereon to the date ofredemption have been paid to the Agent or the Trustee PROVIDED THAT if upon duepresentation of any Note, Receipt or Coupon or any cheque payment of the moneysdue in respect thereof is improperly withheld or refused, remuneration willcommence again to accrue until payment to such Noteholder, Receiptholder orCouponholder is duly made.

(B)           In the event of the occurrence of an Event of Default or a PotentialEvent of Default or the Trustee considering it expedient or necessary or beingrequested by the Issuer to undertake duties which the Trustee and the Issueragree to be of an exceptional nature or otherwise outside the scope of thenormal duties of the Trustee under these presents the Issuer shall pay to theTrustee such additional remuneration as shall be agreed between them.

(C)           The Issuer shall in addition pay to the Trustee an amount equal to theamount of any value added tax or similar tax chargeable in respect of itsremuneration under these presents.

(D)          In the event of the Trustee and the Issuer failing to agree:

(1)           (in a case to which subclause (A) above applies) upon the amount ofthe remuneration; or

(2)           (in a case to which subclause (B) above applies) upon whether suchduties shall be of an exceptional nature or otherwise outside the scope of thenormal duties of the Trustee under these presents, or upon such additionalremuneration,

such matters shall be determined by a person (actingas an expert and not as an arbitrator) selected by the Trustee and approved bythe Issuer or, failing such approval, nominated (on the application of theTrustee) by the President for the time being of The Law Society of England andWales (the expenses involved in such nomination and the fees of such personbeing payable by the Issuer) and the determination of any such person shall befinal and binding upon the Trustee and the Issuer.

(E)           The Issuer shall also pay or discharge all Liabilities incurred by theTrustee in relation to the preparation and execution of, the exercise of itspowers and the performance of its duties under, and in any other manner inrelation to, these presents, including but not limited to, travelling expensesand any stamp, issue, registration, documentary and other taxes or duties paidor payable by the Trustee in connection with any action taken by or on behalfof the Trustee for enforcing, or resolving any doubt concerning, or for anyother purpose in relation to, these presents.

(F)           The Issuer hereby further undertakes to the Trustee that all moniespayable by the Issuer to the Trustee under this clause shall be made withoutset-off, counterclaim, deduction or withholding unless required by law in whichevent the Issuer will pay such additional amounts as will result in the receiptby the Trustee of the amounts which would otherwise have been payable by theIssuer to the Trustee under this clause in the absence of any such set-off,counterclaim, deduction or withholding.

(G)           All amounts payable pursuant to subclause (E) above and/orClause 16(J) shall be payable by the Issuer on the date specified in ademand by the Trustee and in the case of payments actually made by the Trusteeprior to such demand shall (if not paid within seven days after such demand andthe

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Trustee so requires) carry interest at the rateof two per cent. per annum above the Base Rate from time to time of NationalWestminster Bank Plc from the date specified in such demand, and in all othercases shall (if not paid on the date specified in such demand or, if later,within seven days after such demand and, in either case, the Trustee sorequires) carry interest at such rate from the date specified in suchdemand.  All remuneration payable to theTrustee shall carry interest at such rate from the due date therefor.

(H)          Unless otherwise specifically stated in any discharge of these presentsthe provisions of this Clause and Clause 16(J) shall continue in fullforce and effect notwithstanding such discharge.

(I)            The Trustee shall be entitled in its absolute discretion to determine inrespect of which Series of Notes any Liabilities incurred under these presentshave been incurred or to allocate any such Liabilities between the Notes of anySeries.

**16.**          SUPPLEMENTTO TRUSTEE ACTS

Section 1 of the Trustee Act 2000 shall not apply tothe duties of the Trustee in relation to the trusts constituted by thesepresents.  Where there are anyinconsistencies between the Trustee Acts and the provisions of these presents,the provisions of these presents shall, to the extent allowed by law, prevailand, in the case of any such inconsistency with the Trustee Act 2000, theprovisions of these presents shall constitute a restriction or exclusion forthe purposes of that Act.  The Trustee shallhave all the powers conferred upon trustees by the Trustee Acts and by way ofsupplement thereto it is expressly declared as follows:

(A)          The Trustee may in relation to these presents act on the advice oropinion of or any information obtained from any lawyer, valuer, accountant,surveyor, banker, broker, auctioneer or other expert whether obtained by theIssuer, the Guarantor, the Trustee or otherwise and shall not be responsiblefor any Liability occasioned by so acting.

(B)           Any such advice, opinion or information may be sent or obtained byletter, telex, telegram, facsimile transmission, cable or electronic mail andthe Trustee shall not be liable for acting on any advice, opinion orinformation purporting to be conveyed by any such letter, telex, telegram,facsimile transmission or cable although the same shall contain some error orshall not be authentic.

(C)           The Trustee may call for and shall be at liberty to accept as sufficientevidence of any fact or matter or the expediency of any transaction or thing, acertificate signed by any two Directors of the Issuer or by any two Directorsof the Guarantor, and the Trustee shall not be bound in any such case to callfor further evidence or be responsible for any Liability that may be occasionedby it or any other person acting on such certificate.

(D)          The Trustee shall be at liberty to hold these presents and any otherdocuments relating thereto or to deposit them in any part of the world with anybanker or banking company or company whose business includes undertaking thesafe custody of documents or lawyer or firm of lawyers considered by theTrustee to be of good repute and the Trustee shall not be responsible for orrequired to insure against any Liability incurred in connection with any suchholding or deposit and may pay all sums required to be paid on account of or inrespect of any such deposit.

(E)           The Trustee shall not be responsible for the receipt or application ofthe proceeds of the issue of any of the Notes by the Issuer, the exchange ofany Global Note for another Global Note or Definitive Notes or the delivery ofany Global Note or Definitive Notes to the person(s) entitled to it or them.

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(F)                                 The Trustee shall not be bound to give notice to any person of theexecution of any documents comprised or referred to in these presents or totake any steps to ascertain whether any Event of Default or any Potential Eventof Default has occurred and, until it shall have actual knowledge or expressnotice pursuant to these presents to the contrary, the Trustee shall beentitled to assume that no Event of Default or Potential Event of Default hasoccurred and that each of the Issuer and the Guarantor is observing andperforming all its obligations under these presents.

(G)                                Save as expressly otherwise provided in these presents, the Trusteeshall have absolute and uncontrolled discretion as to the exercise ornon-exercise of its trusts, powers, authorities and discretions under thesepresents (the exercise or non-exercise of which as between the Trustee and theNoteholders, the Receiptholders and Couponholders shall be conclusive andbinding on the Noteholders, the Receiptholders and Couponholders) and shall notbe responsible for any Liability which may result from their exercise ornon-exercise and in particular the Trustee shall not be bound to act at therequest or direction of the Noteholders or otherwise under any provision ofthese presents or to take at such request or direction or otherwise any otheraction under any provision of these presents, without prejudice to thegenerality of subclause 9(A), unless it shall first be indemnified or securedto its satisfaction against all Liabilities to which it may render itselfliable or which it may incur by so doing.

(H)                               The Trustee shall not be liable to any person by reason of having actedupon any Extraordinary Resolution in writing or any Extraordinary Resolution orother resolution purporting to have been passed at any meeting of the holdersof Notes of all or any Series in respect whereof minutes have been made andsigned or any direction or request of Noteholders even though subsequent to itsacting it may be found that there was some defect in the constitution of themeeting or the passing of the resolution or (in the case of an ExtraordinaryResolution in writing) that not all such holders had signed the ExtraordinaryResolution or (in the case of direction or request) it was not signed by therequisite number of Noteholders or that for any reason the resolution was notvalid or binding upon such holders and the relative Receiptholders andCouponholders.

(I)                                    The Trustee shall not be liable to any person by reason of havingaccepted as valid or not having rejected any Note, Receipt or Coupon purportingto be such and subsequently found to be forged or not authentic.

(J)                                   Without prejudice to the right of indemnity by law given to trustees,each of the Issuer and the Guarantor shall indemnify the Trustee and everyAppointee and keep it or him indemnified against all Liabilities to which it orhe may be or become subject or which may be incurred by it or him in theexecution or purported execution of any of its or his trusts, powers,authorities and discretions under these presents or its or his functions underany such appointment or in respect of any other matter or thing done or omittedin any way relating to these presents or any such appointment.

(K)                               Any consent or approval given by the Trustee for the purposes of thesepresents may be given on such terms and subject to such conditions (if any), asthe Trustee thinks fit and notwithstanding anything to the contrary in thesepresents, may be given retrospectively. The Trustee may give any consent or approval, exercise any power,authority or discretion or take any similar action (whether or not suchconsent, approval, power, authority, discretion or action is specificallyreferred to in these presents) if it is satisfied that the interests of theNoteholders will not be materially prejudiced thereby.  For the avoidance of doubt, the Trustee shallnot have any duty to the Noteholders in relation to such matters other thanthat which is contained in the preceding sentence.

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(L)                                 The Trustee shall not (unless and to the extent ordered so to do by acourt of competent jurisdiction) be required to disclose to any Noteholder,Receiptholder or Couponholder any information (including, without limitation,information of a confidential, financial or price sensitive nature) madeavailable to the Trustee by the Issuer, the Guarantor or any other person inconnection with these presents and no Holder, Receiptholder or Couponholdershall be entitled to take any action to obtain from the Trustee any suchinformation.

(M)                            Where it is necessary or desirable for any purpose in connection withthese presents to convert any sum from one currency to another it shall (unlessotherwise provided by these presents or required by law) be converted at suchrate or rates, in accordance with such method and as at such date for thedetermination of such rate of exchange, as may be agreed by the Trustee inconsultation with the Issuer and any rate, method and date so agreed shall bebinding on the Issuer, the Guarantor, the Noteholders, the Receiptholders andthe Couponholders.

(N)                               The Trustee as between itself and the Noteholders, the Receiptholdersand the Couponholders may determine all questions and doubts arising inrelation to any of the provisions of these presents.  Every such determination, whether or notrelating in whole or in part to the acts or proceedings of the Trustee, shallbe conclusive and shall bind the Trustee and the Noteholders, theReceiptholders and the Couponholders.

(O)                               In connection with the exercise by it of any of its trusts, powers,authorities or discretions under these presents (including, without limitation,any modification, waiver, authorisation or determination), the Trustee shallhave regard to the general interests of the Noteholders as a class but shall nothave regard to any interests arising from circumstances particular toindividual Noteholders, Receiptholders or Couponholders (whatever their number)and, in particular but without limitation, shall not have regard to theconsequences of such exercise for individual Noteholders,  Receiptholders or Couponholders (whatevertheir number) resulting from their being, for any purpose, domiciled orresident in, or otherwise connected with, or subject to the jurisdiction of,any particular territory or any political sub-division thereof and the Trusteeshall not be entitled to require, nor shall any Noteholder, Receiptholder orCouponholder be entitled to claim, from the Issuer, the Guarantor, the Trusteeor any other person any indemnification or payment in respect of any taxconsequence of any such exercise upon individual Noteholders, theReceiptholders or Couponholders except to the extent already provided for inCondition 7 and/or any undertaking given in addition thereto or insubstitution therefor under these presents.

(P)                                 Any trustee of these presents being a lawyer, accountant, broker orother person engaged in any profession or business shall be entitled to chargeand be paid all usual professional and other charges properly incurred forbusiness transacted and acts done by him or his firm in connection with thetrusts of these presents and also his reasonable charges in addition todisbursements for all other work and business done and all time spent by him orhis firm in connection with matters arising in connection with these presents.

(Q)                               The Trustee may whenever it thinks fit, subject to the consent of theIssuer (such consent not to be unreasonably withheld) except following theoccurrence of an Event of Default or a Potential Event of Default or if theTrustee has reasonable grounds to believe that an Event of Default or aPotential Event of Default has occurred or is about to occur or if the Trusteehas been advised by its legal advisers that such delegation is necessary inorder to avoid a conflict of interest or a possible conflict of interest, ineach of which cases no such consent of the Issuer as aforesaid shall berequired, delegate by power of attorney or otherwise to any person or personsor fluctuating body of persons (whether being a joint trustee of these presentsor not) all or any of its trusts, powers, authorities and discretions underthese presents.  Such delegation may bemade upon such terms (including power to sub-delegate)

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and subject to such conditions and regulationsas the Trustee may in the interests of the Noteholders think fit.  Provided that the Trustee shall haveexercised reasonable care in the selection of such delegate the Trustee shallnot be under any obligation to supervise the proceedings or acts of any suchdelegate or sub-delegate or be in any way responsible for any Liabilityincurred by reason of any misconduct or default on the part of any suchdelegate or sub-delegate.  The Trusteeshall within a reasonable time after any such delegation or any renewal,extension or termination thereof give notice thereof to the Issuer.

(R)                                The Trustee may, after consultation with the Issuer and the Guarantor,unless, in the opinion of the Trustee, such consultation would be materiallyprejudicial to the interests of the Noteholders in the conduct of the trusts ofthese presents instead of acting personally employ and pay an agent (whetherbeing a lawyer or other professional person) to transact or conduct, or concurin transacting or conducting, any business and to do, or concur in doing, allacts required to be done in connection with these presents (including thereceipt and payment of money).  Providedthat the Trustee shall have exercised reasonable care in the selection of suchagent the Trustee shall not be in any way responsible for any Liabilityincurred by reason of any misconduct or default on the part of any such agentor be bound to supervise the proceedings or acts of any such agent.  The Trustee shall within a reasonable time afterappointing such an agent or after any renewal, extension or termination of suchan appointment give notice thereof to the Issuer and the Guarantor.

(S)                                 The Trustee may, after consultation with the Issuer and the Guarantor,unless, in the opinion of the Trustee, such consultation would be materiallyprejudicial to the interests of the Noteholders, appoint and pay any person toact as a custodian or nominee on any terms in relation to such assets of thetrusts constituted by these presents as the Trustee may determine, includingfor the purpose of depositing with a custodian these presents or any documentrelating to the trusts constituted by these presents and provided that theTrustee shall have exercised reasonable care in the selection of such custodianor nominee the Trustee shall not be responsible for any Liability incurred byreason of the misconduct, omission or default on the part of any personappointed by it hereunder or be bound to supervise the proceedings or acts ofsuch person;  the Trustee is not obligedto appoint a custodian if the Trustee invests in securities payable tobearer.  The Trustee shall within areasonable time after appointing such a custodian or nominee or after anyrenewal, extension or termination of such an appointment give notice thereof tothe Issuer and the Guarantor.

(T)                                The Trustee shall not be responsible for the execution, delivery,legality, effectiveness, adequacy, genuineness, validity, performance (otherthan its own), enforceability or admissibility in evidence of these presents orany other document relating or expressed to be supplemental thereto and shallnot be liable for any failure to obtain any licence, consent or other authorityfor the execution, delivery, legality, effectiveness, adequacy, genuineness,validity, performance (other than its own), enforceability or admissibility inevidence of these presents or any other document relating or expressed to besupplemental thereto.

(U)                               The Trustee may call for and shall rely on any records, certificate orother document and/or evidence and/or information and/or certification to beissued or given by Euroclear or Clearstream, Luxembourg in relation to anydetermination of the principal amount of Notes represented by a Global Note (inCGN or NGN form) standing to the account of any person.  Any such records, certificate or otherdocument shall be conclusive and binding for all purposes.  Any such certificate or other document maycomprise any form of statement or print out of electronic records provided bythe relevant clearing system (including Euroclear’s EUCLID or Clearstream,Luxembourg’s Cedcom system) in accordance with its usual procedures and inwhich the holder of a particular principal amount of Notes is clearlyidentified together with the amount of such holding.  The Trustee shall not be liable to any personby reason of having accepted as valid or not having rejected any such record,

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certificate or otherdocument and/or evidence and/or information and/or certification to such effectpurporting to be issued or given by Euroclear or Clearstream, Luxembourg andsubsequently found to be forged or not authentic.

(V)                                Any certificate or report of the Auditors of the Issuer or any otherperson called for by or provided to the Trustee (whether or not addressed tothe Trustee) in accordance with or for the purposes of these presents may berelied upon by the Trustee as sufficient evidence of the facts stated thereinnotwithstanding that such certificate or report and/or any engagement letter orother document entered into by the Trustee in connection therewith contains amonetary or other limit on the liability of the Auditors of the Issuer or suchother person in respect thereof and notwithstanding that the scope and/or basisof such certificate or report may be limited by any engagement or similar letteror by the terms of the certificate or report itself.

(W)                           The Trustee shall not be responsible to any person for failing torequest, require or receive any legal opinion relating to the Notes or forchecking or commenting upon the content of any such legal opinion and shall notbe responsible for any Liability incurred thereby.

(X)                               Subject to the requirements, if any, of the Stock Exchange, anycorporation into which the Trustee shall be merged or with which it shall beconsolidated or any company resulting from any such merger or consolidationshall be a party hereto and shall be the Trustee under these presents withoutexecuting or filing any paper or document or any further act on the part of theparties hereto.

(Y)                                The Trustee shall not be bound to take any action in connection withthese presents or any obligations arising pursuant thereto, including, withoutprejudice to the generality of the foregoing, forming any opinion or employingany financial adviser, where it is not reasonably satisfied that it will beindemnified (by or on behalf of the Noteholders or, as the case may be, eachperson or persons requesting it to take such action or form such opinion)against all Liabilities which may be incurred in connection with such actionand may demand prior to taking any such action that there be paid to it inadvance such sums as it reasonably considers (without prejudice to any furtherdemand) shall be sufficient so to indemnify it.

(Z)                                No provision of these presents shall require the Trustee to do anythingwhich may (i) be illegal or contrary to applicable law or regulation; or (ii)cause it to expend or risk its own funds or otherwise incur any Liability inthe performance of any of its duties or in the exercise of any of its rights,powers or discretions, if it shall have reasonable grounds for believing thatrepayment of such funds or adequate indemnity against such risk or Liability(whether by the Noteholders or by or on behalf of any other person or persons)is not assured to it.

(AA)                    Unless notified to the contrary, the Trustee shall be entitled to assumewithout enquiry (other than requesting a certificate pursuant to subclause14(xvii)) that no Notes are held by, for the benefit of, or on behalf of, theIssuer, the Guarantor or any other Subsidiary of the Issuer.

(BB)                        The Trustee shall have no responsibility whatsoever to the Issuer, theGuarantor, any Noteholder or Couponholder or any other person for themaintenance of or failure to maintain any rating of any of the Notes by anyrating agency.

(CC)                        The Trustee shall not be responsible for, or for investigating anymatter which is the subject of, any recital, statement, representation,warranty or covenant of any person contained in these presents, or any otheragreement or document relating to the transactions contemplated in thesepresents or under such other agreement or document.

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**17.**                               TRUSTEE’S LIABILITY

Nothing in these presents shall in any case in whichthe Trustee has failed to show the degree of care and diligence required of itas trustee having regard to the provisions of these presents conferring on itany trusts, powers, authorities or discretions exempt the Trustee from orindemnify it against any Liability for gross negligence, wilful default, fraudor breach of trust of which it may be guilty in relation to its duties underthese presents.

**18.**                               TRUSTEE CONTRACTING WITH THE ISSUER AND THE GUARANTOR

Neither the Trustee nor any director or officer orholding company, Subsidiary or associated company of a corporation acting as atrustee under these presents shall, by reason of its or his fiduciary position,be in any way precluded from:

(i)                                     entering into or being interested in any contract or financial or othertransaction or arrangement with the Issuer or the Guarantor or any person or bodycorporate associated with the Issuer or the Guarantor (including withoutlimitation any contract, transaction or arrangement of a banking or insurancenature or any contract, transaction or arrangement in relation to the making ofloans or the provision of financial facilities or financial advice to, or thepurchase, placing or underwriting of or the subscribing or procuringsubscriptions for or otherwise acquiring, holding or dealing with, or acting aspaying agent in respect of, the Notes or any other notes, bonds, stocks,shares, debenture stock, debentures or other securities of, any Issuer or anyperson or body corporate associated as aforesaid); or

(ii)                                  accepting or holding the trusteeship of any other trust deedconstituting or securing any other securities issued by or relating to theIssuer or the Guarantor or any such person or body corporate so associated orany other office of profit under the Issuer or the Guarantor or any such personor body corporate so associated,

and shall be entitled to exercise and enforce itsrights, comply with its obligations and perform its duties under or in relationto any such contract, transaction or arrangement as is referred to in (i) aboveor, as the case may be, any such trusteeship or office of profit as is referredto in (ii) above, without regard to the interests of the Noteholders andnotwithstanding that the same may be contrary or prejudicial to the interestsof the Noteholders and shall not be responsible for any Liability occasioned tothe Noteholders thereby and shall be entitled to retain and shall not be in anyway liable to account for any profit made or share of brokerage or commissionor remuneration or other amount or benefit received thereby or in connectiontherewith.

Where any holding company, Subsidiary or associatedcompany of the Trustee or any director or officer of the Trustee acting otherthan in his capacity as such a director or officer has any information, theTrustee shall not thereby be deemed also to have knowledge of such informationand, unless it shall have actual knowledge of such information, shall not beresponsible for any loss suffered by Noteholders resulting from the Trustee’sfailing to take such information into account in acting or refraining fromacting under or in relation to these presents.

**19.**                               WAIVER, AUTHORISATION AND DETERMINATION

(A)                              The Trustee may, without the consent or sanction of the Noteholders, theReceiptholders or the Couponholders and without prejudice to its rights inrespect of any subsequent breach, Event of Default or Potential Event ofDefault from time to time and at any time but only if and in so far as in itsopinion the interests of the Noteholders shall not be materially prejudicedthereby, waive or authorise any breach or proposed breach by the Issuer or theGuarantor of any of the covenants or provisions contained in these presents ordetermine that any Event of Default or Potential Event of Default shall not betreated as such for the purposes of these presents PROVIDED ALWAYS THAT

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the Trustee shall notexercise any powers conferred on it by this Clause in contravention of anyexpress direction given by Extraordinary Resolution or by a request underCondition 9 but so that no such direction or request shall affect anywaiver, authorisation or determination previously given or made.  Any such waiver, authorisation ordetermination may be given or made on such terms and subject to such conditions(if any) as the Trustee may determine, shall be binding on the Noteholders, theReceiptholders and the Couponholders and, if, but only if, the Trustee shall sorequire, shall be notified by the Issuer to the Noteholders in accordance withCondition 13 as soon as practicable thereafter.

**MODIFICATION**

(B)                                The Trustee may, without the consent or sanction of the Noteholders, theReceiptholders or the Couponholders, at any time and from time to time, concurwith the Issuer in making any modification (i) to these presents which inthe opinion of the Trustee it may be proper to make, PROVIDED THAT the Trusteeis of the opinion that such modification will not be materially prejudicial tothe interests of the Noteholders or (ii) to these presents, if in theopinion of the Trustee, such modification is of a formal, minor or technicalnature or to correct a manifest error or an error which is, in the opinion ofthe Trustee, proven.  Any suchmodification may be made on such terms and subject to such conditions (if any)as the Trustee may determine, shall be binding upon the Noteholders, theReceiptholders and the Couponholders and, unless the Trustee agrees otherwise,shall be notified by the Issuer to the Noteholders in accordance withCondition 13 as soon as practicable thereafter.

**BREACH**

(C)                                Any breach of or failure to comply with any such terms and conditions asare referred to in subclauses (A) and (B) of this Clause shall constitute adefault by the Issuer or the Guarantor in the performance or observance of acovenant or provision binding on it under or pursuant to these presents.

**CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER**

(D)                               (1)                                  The Issuer shall not consolidate with or merge into any othercorporation or convey or transfer its properties and assets substantially as anentirety to any person, unless:

(a)                                  the corporation formed by such consolidation or into which the Issuer ismerged or the person which acquires by conveyance or transfer, the propertiesand assets of the Issuer substantially as an entirety shall be a corporationorganised and existing under the laws of the United States of America, anypolitical subdivision thereof or any State thereof and shall expressly assume,by a trust deed supplemental hereto, executed and delivered to the Trustee, inform satisfactory to the Trustee, the due and punctual payment of the principalof and interest on all the Notes and the performance of every covenant of thesepresents on the part of the Issuer to be performed or observed;

(b)                                 immediately after giving effect to such transaction, no Event of Defaultor Potential Event of Default shall have occurred;

(c)                                  the Issuer has delivered to the Trustee a certificate signed by two ofits Directors and an opinion of counsel acceptable to the Trustee, each statingthat such consolidation, merger, conveyance or transfer and such supplementaltrust deed comply with this paragraph (1) and that all conditionsprecedent herein provided for relating to such transaction have been compliedwith; and

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(d)                                 the Guarantor has delivered to the Trustee a certificate signed by twoof its Directors and an opinion of counsel acceptable to the Trustee, eachstating that the Guarantor’s obligations under these presents shall remain infull force and effect thereafter.

(2)                                  Upon any consolidation with or merger into any other corporation, or anyconveyance or transfer of the properties and assets of the Issuer substantiallyas an entirety, in each case in accordance with paragraph (1) above, thesuccessor corporation formed by such consolidation or into which the Issuer ismerged or the successor person to which such conveyance or transfer is made, shallsucceed to, and be substituted for, and may exercise every right and power of,the Issuer under these presents with the same effect as if such successor hadbeen named as the Issuer herein, and thereafter the predecessor corporationshall be relieved of all obligations and covenants under these presents.

(3)                                  The Guarantor shall not consolidate with or merge into any othercorporation or convey or transfer its properties and assets substantially as anentirety to any person, unless:

(a)                                  the corporation formed by such consolidation or into which the Guarantoris merged or the person which acquires by conveyance or transfer, theproperties and assets of the Guarantor substantially as an entirety shall be acorporation organised and existing under the laws of the United States ofAmerica, any political subdivision thereof or any State thereof and shallexpressly assume, by a trust deed supplemental hereto, executed and deliveredto the Trustee, in form satisfactory to the Trustee, the obligations of the Guarantorcontained in Clause 7 and the performance of every covenant contained inthese presents on the part of the Guarantor to be performed or observed;

(b)                                 immediately after giving effect to such transaction, no Event of Defaultor Potential Event of Default shall have occurred; and

(c)                                  the Guarantor has delivered to the Trustee a certificate signed by twoof its Directors and an opinion of counsel acceptable to the Trustee, eachstating that such consolidation, merger, conveyance or transfer and such supplementaltrust deed comply with this paragraph (3) and that all conditionsprecedent herein provided for relating to such transaction have been compliedwith.

(4)                                  Upon any consolidation with or merger into any other corporation, or anyconveyance or transfer of the properties and assets of the Guarantorsubstantially as an entirety, in each case in accordance withparagraph (3) above, the successor corporation formed by suchconsolidation or into which the Guarantor is merged or the successor person towhich such conveyance or transfer is made, shall succeed to, and be substitutedfor, and may exercise every right and power of, the Guarantor under thesepresents with the same effect as if such successor had been named as theGuarantor herein, and thereafter the predecessor corporation shall be relievedof all obligations and covenants under these presents.

**20.**                               HOLDER OF DEFINITIVE NOTE ASSUMED TO BE RECEIPTHOLDER AND COUPONHOLDER

(A)                              Wherever in these presents the Trustee is required or entitled toexercise a power, trust, authority or discretion under these presents, exceptas ordered by a court of competent jurisdiction or as required by applicablelaw, the Trustee shall, notwithstanding that it may have express notice to thecontrary, assume that each Noteholder is the holder of all Receipts and Couponsappertaining to each Definitive Note of which he is the holder.

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**NO NOTICE TO RECEIPTHOLDERS OR COUPONHOLDERS**

(B)                                Neither the Trustee nor the Issuer shall be required to give any noticeto the Receiptholders or Couponholders for any purpose under these presents andthe Receiptholders or Couponholders shall be deemed for all purposes to havenotice of the contents of any notice given to the holders of Bearer Notes inaccordance with Condition 13.

**21.**                               CURRENCY INDEMNITY

Each of the Issuer and the Guarantor shall severallyindemnify the Trustee, every Appointee, the Noteholders, the Receiptholders andthe Couponholders and keep them indemnified against:

(a)                                  any Liability incurred by any of them arising from the non-payment bythe Issuer or the Guarantor of any amount due to the Trustee or the holders ofthe Notes issued by the Issuer or the Guarantor and the relative Receiptholdersor Couponholders under these presents, by reason of any variation in the ratesof exchange between those used for the purposes of calculating the amount dueunder a judgment or order in respect thereof and those prevailing at the dateof actual payment by the Issuer or the Guarantor; and

(b)                                 any deficiency arising or resulting from any variation in rates ofexchange between (i) the date as of which the local currency equivalent ofthe amounts due or contingently due under these presents (other than thisClause) is calculated for the purposes of any bankruptcy, insolvency or liquidationof the Issuer or the Guarantor and (ii) the final date for ascertainingthe amount of claims in such bankruptcy, insolvency or liquidation.  The amount of such deficiency shall be deemednot to be reduced by any variation in rates of exchange occurring between thesaid final date and the date of any distribution of assets in connection withany such bankruptcy, insolvency or liquidation.

The above indemnities shall constitute obligations ofthe Issuer and the Guarantor separate and independent from their otherobligations under the other provisions of these presents and shall applyirrespective of any indulgence granted by the Trustee or the Noteholders, theReceiptholders or the Couponholders from time to time and shall continue infull force and effect, notwithstanding the judgment or filing of any proof orproofs in any bankruptcy, insolvency or liquidation of the Issuer or theGuarantor for a liquidated sum or sums in respect of amounts due under thesepresents (other than this Clause).  Anysuch deficiency as aforesaid shall be deemed to constitute a loss suffered bythe Noteholders, the Receiptholders and the Couponholders and no proof orevidence of any actual loss shall be required by the Issuer or the Guarantor orits liquidator or liquidators.

**22.**                               NEW TRUSTEE

(A)                              The power to appoint a new trustee of these presents shall be vested inthe Issuer but no person shall be appointed who shall not previously have beenapproved by an Extraordinary Resolution. One or more persons may hold office as trustee or trustees of thesepresents but such trustee or trustees shall be or include a TrustCorporation.  Whenever there shall bemore than two trustees of these presents, the majority of such trustees shallbe competent to execute and exercise all the duties, powers, trusts,authorities and discretions vested in the Trustee by these presents, providedthat a Trust Corporation shall be included in such majority.  Any appointment of a new trustee of thesepresents shall as soon as practicable thereafter be notified by the Issuer tothe Agent and the Noteholders.

**SEPARATE AND CO-TRUSTEES**

(B)                                Notwithstanding the provisions of subclause (A) above, the Trusteemay, upon giving prior notice to the Issuer (but without the consent of theIssuer, the Guarantor, the Noteholders, the Receiptholders or theCouponholders), appoint any person established or resident in any jurisdiction(whether a Trust Corporation or not) to act either as a separate trustee or asa co-trustee jointly with the Trustee:

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(i)                                     if the Trustee considers such appointment to be in the interests of theNoteholders;

(ii)                                  for the purposes of conforming to any legal requirements, restrictionsor conditions in any jurisdiction in which any particular act or acts is or areto be performed; or

(iii)                               for the purposes of obtaining a judgment in any jurisdiction or theenforcement in any jurisdiction of either a judgment already obtained or any ofthe provisions of these presents against the Issuer or the Guarantor.

Each of the Issuer and the Guarantor irrevocably appointsthe Trustee to be its attorney in its name and on its behalf to execute anysuch instrument of appointment.  Such aperson shall (subject always to the provisions of these presents) have suchtrusts, powers, authorities and discretions (not exceeding those conferred onthe Trustee by these presents) and such duties and obligations as shall beconferred or imposed by the instrument of appointment.  The Trustee shall have power in like mannerto remove any such person.  Suchreasonable remuneration as the Trustee may pay to any such person, togetherwith any attributable Liabilities incurred by it in performing its function assuch separate trustee or co-trustee, shall, for the purposes of these presents,be treated as Liabilities incurred by the Trustee.

**23.**                               TRUSTEE’S RETIREMENT AND REMOVAL

A trustee of these presents may retire at any time ongiving not less than 60 days prior written notice to the Issuer, without givingany reason and without being responsible for any Liabilities incurred by reasonof such retirement.  The Noteholders may,by Extraordinary Resolution, remove any trustee or trustees for the time beingof these presents.  The Issuer and theGuarantor undertake that in the event of the only trustee of these presentswhich is a Trust Corporation giving notice under this Clause or being removedby Extraordinary Resolution, they will use reasonable endeavours to procurethat a new trustee of these presents, being a Trust Corporation, is appointedas soon as reasonably practicable thereafter.  The retirement or removal of any such trusteeshall not become effective until a successor trustee being a Trust Corporationis appointed.  If, in such circumstances,no appointment of such a new trustee has become effective within 60 days of thedate of such notice or Extraordinary Resolution, the Trustee shall be entitledto appoint a Trust Corporation as trustee of these presents, but no suchappointment shall take effect unless previously approved by an ExtraordinaryResolution.

**24.**                               TRUSTEE’S POWERS TO BE ADDITIONAL

The powers conferred upon the Trustee by thesepresents shall be in addition to any powers which may from time to time bevested in the Trustee by general law or as a holder of any of the Notes,Receipts or Coupons.

**25.**                               NOTICES

Any notice or demand to the Issuer, the Guarantor orthe Trustee to be given, made or served for any purposes under these presentsshall be given, made or served by sending the same by pre-paid post (firstclass if inland, first class airmail if overseas) or facsimile transmission orby delivering it by hand as follows:
| to the Issuer: | 4500 Park Granada                                                                   |
|----------------|-------------------------------------------------------------------------------------|
|           | Calabasas                                                                           |
|           | California 91302                                                                    |
|           | U.S.A.                                                                              |
|           |                                                                                |
|           | (Attention:         Jennifer  Sandefur |

 

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|                    |                           Senior  Managing Director and |
|--------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|               |                           Treasurer)                    |
|               | Facsimile No.    001 818 225  4001                                                                                                                                    |
|               |                                                                                                                                                                                      |
| to the  Guarantor: | 4500 Park Granada                                                                                                                                                                         |
|               | Calabasas                                                                                                                                                                                 |
|               | California 91302                                                                                                                                                                          |
|               | U.S.A.                                                                                                                                                                                    |
|               |                                                                                                                                                                                      |
|               | (Attention:        Jennifer  Sandefur                                                                                                             |
|               |                          Senior  Managing Director           |
|               |                          and  Treasurer)                     |
|               | Facsimile No.   001 818 225 4001                                                                                                                                           |
|               |                                                                                                                                                                                      |
| to the Trustee:    | Winchester House                                                                                                                                                                          |
|               | 1 Great Winchester Street                                                                                                                                                                 |
|               | London EC2N 2DB                                                                                                                                                                           |
|               |                                                                                                                                                                                      |
|               | (Attention:       the  Managing Director)                                                                                                              |
|               | Facsimile No.  +44 207 547 5782/+44 207  547 3665                                                                                                                               |

or to such other address or facsimile number as shallhave been notified (in accordance with this Clause) to the other parties heretoand any notice or demand sent by post as aforesaid shall be deemed to have beengiven, made or served three days in the case of inland post or seven days inthe case of overseas post after despatch and any notice or demand sent byfacsimile transmission as aforesaid shall be deemed to have been given, made orserved 24 hours after the time of despatch, *providedthat* in the case of a notice or demand given by facsimiletransmission, such notice or demand shall forthwith be confirmed by post.  The failure of the addressee to receive suchconfirmation shall not invalidate the relevant notice or demand given by facsimiletransmission.

**26.**                               GOVERNING LAW

These presents are governed by, and shall be construedin accordance with, English law.

**27.**                               SUBMISSION TO JURISDICTION

(A)                              Each of the Issuer and the Guarantor irrevocably agrees for the benefitof the Trustee, the Noteholders, the Receiptholders and the Couponholders thatthe courts of England are to have jurisdiction to settle any disputes which mayarise out of or in connection with these presents and that accordingly anysuit, action or proceedings arising out of or in connection with these presents(together referred to as **Proceedings**),may be brought in the courts of England. Each of the Issuer and the Guarantor irrevocably and unconditionallywaives and agrees not to raise any objection which it may have now orsubsequently to the laying of the venue of any Proceedings in the courts ofEngland and any claim that any Proceedings have been brought in an inconvenientforum and further irrevocably and unconditionally agrees that a judgment in anyProceedings brought in the courts of England shall be conclusive and bindingupon it and may be enforced in the courts of any other jurisdiction.  Nothing in this Clause shall limit any rightto take Proceedings against the Issuer or the Guarantor in any other court ofcompetent jurisdiction, nor shall the taking of Proceedings in one or morejurisdictions preclude the taking of Proceedings in any other jurisdiction,whether concurrently or not.

(B)                                Each of the Issuer and the Guarantor irrevocably and unconditionallyappoints GLN Representatives Limited at its registered office for the timebeing (being at the date hereof at 20th Floor, City Point, 1 Ropemaker Street, LondonEC2Y 9HT) and in the event of its ceasing so to act, will appoint such

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other person asthe Trustee may approve and as the Issuer or the Guarantor may nominate inwriting to the Trustee for the purpose of accepting service of process on itsbehalf in England in respect of any Proceedings.  Each of the Issuer and the Guarantor:

(i)                                     agreesto procure that, so long as any of the Notes issued by it remains liable toprescription, there shall be in force an appointment of such a person approvedby the Trustee with an office in London with authority to accept service asaforesaid;

(ii)                                  agreesthat failure by any such person to give notice of such service of process tothe Issuer or the Guarantor shall not impair the validity of such service or ofany judgment based thereon; and

(iii)                               agrees that nothing inthese presents shall affect the right to serve process in any other mannerpermitted by law.

**28.****                               COUNTERPARTS**

This Trust Deedand any trust deed supplemental hereto may be executed and delivered in anynumber of counterparts, all of which, taken together, shall constitute one andthe same deed and any party to this Trust Deed or any trust deed supplementalhereto may enter into the same by executing and delivering a counterpart.

**29.****                               CONTRACTS(RIGHTS OF THIRD PARTIES) ACT 1999**

A person which is not a party to this Trust Deed orany trust deed supplemental hereto has no right under the Contracts (Rights ofThird Parties) Act 1999 to enforce any term of this Trust Deed or any trustdeed supplemental hereto, but this does not affect any right or remedy of athird party which exists or is available apart from that Act.

**IN WITNESS**whereof this TrustDeed has been executed as a deed by the Issuer, the Guarantor and the Trusteeand delivered on the date stated on page 1.

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**SCHEDULE 1**

**TERMS ANDCONDITIONS OF THE NOTES**

*The following arethe Terms and Conditions of the Notes which will be incorporated by referenceinto each global Note and each definitive Note, in the latter case only ifpermitted by all legal and other relevant regulatory requirements and agreed bythe Issuer and the relevant Dealer at the time of issue but, if not sopermitted and agreed, such definitive Note will have endorsed thereon orattached thereto such Terms and Conditions. The applicable Final Terms in relation to any Tranche of Notes mayspecify other terms and conditions which shall, to the extent so specified orto the extent inconsistent with the following Terms and Conditions, replace ormodify the following Terms and Conditions for the purpose of such Notes.  The applicable Final Terms (or the relevantprovisions thereof) will be endorsed upon, or attached to, each TemporaryGlobal Note, Permanent Global Note and definitive Note.  Reference should be made to “Form of theNotes” above for a description of the content of Final Terms which will includethe definitions of certain terms used in the following Terms and Conditions orspecify which of such terms are to apply in relation to the relevant Notes.*

This Note is one of a Series (as defined below) ofNotes issued by Countrywide Financial Corporation (the “Issuer”) constituted bya Trust Deed dated 15 August, 2005 (such Trust Deed as modified and/orsupplemented and/or restated from time to time, the “Trust Deed”) made betweenthe Issuer, Countrywide Home Loans, Inc.as guarantor (the “Guarantor”) andDeutsche Trustee Company Limited(the“Trustee”, which expression shall include any successor as trustee).

References hereinto the “Notes” shall be references to the Notes of this Series and shall mean:

(i)                                     inrelation to any Notes represented by a global Note, units of the lowestSpecified Denomination in the Specified Currency;

(ii)                                  definitiveNotes issued in exchange for a global Note; and

(iii)                               any global Note.

The Notes, the Receipts (as defined below) and theCoupons (as defined below) have the benefit of an amended and restated AgencyAgreement (the “Agency Agreement” dated 31 August, 2006 made between theIssuer, the Guarantor, Deutsche Bank AG, London Branch as issuing and principalpaying agent and agent bank (the “Agent”, which expression shall include anysuccessor agent specified in the applicable Final Terms), the other payingagents named therein (together, where the context so permits, with the Agent,the “Paying Agents”, which expression shall include any additional or successorpaying agents) and the Trustee.

Interest bearing definitive Notes (unless otherwiseindicated in the applicable Final Terms) have interest coupons (“Coupons”) and,if indicated in the applicable Final Terms, talons for further Coupons (“Talons”)attached on issue. Any reference herein to Coupons or coupons shall, unless thecontext otherwise requires, be deemed to include a reference to Talons ortalons. Definitive Notes repayable in instalments have receipts (“Receipts”)for the payment of the instalments of principal (other than the finalinstalment) attached on issue.

The Final Terms for this Note (or the relevantprovisions thereof) is attached to or endorsed on this Note and supplementsthese Terms and Conditions and may specify other terms and conditions whichshall, to the extent so specified or to the extent inconsistent with theseTerms and Conditions, replace or modify these Terms and Conditions for thepurposes of this Note. References to the “applicable Final Terms” are to theFinal Terms (or the relevant provisions thereof) attached to or endorsed onthis Note.

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The Trustee acts for the benefit of the holders forthe time being of the Notes (the “Noteholders”, which expression shall, inrelation to any Notes represented by a global Note, be construed as providedbelow), the holders of the Receipts (the “Receiptholders”) and the holders ofthe Coupons (the “Couponholders”, which expression shall, unless the contextotherwise requires, include the holders of the Talons), in accordance with theprovisions of the Trust Deed.

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

Copies of the Trust Deed, the Agency Agreement and theapplicable Final Terms are available for inspection during normal businesshours at the registered office for the time being of the Trustee (being at 31August, 2006 at Winchester House, 1 Great Winchester Street, London EC2N 2DB)and at the specified office of each of the Paying Agents, save that, if thisNote is neither admitted to trading on a regulated market in the EuropeanEconomic Area nor offered in the European Economic Area in circumstances wherea prospectus is required to be published under the Prospectus Directive, theapplicable Final Terms will only be available for inspection by a Noteholderholding one or more unlisted Notes of that Series and such Noteholder mustproduce evidence satisfactory to the Trustee or, as the case may be, therelevant Paying Agent as to its holding of Notes and as to identity. TheNoteholders, the Receiptholders and the Couponholders are deemed to have noticeof, and are entitled to the benefit of, all the provisions of the Trust Deed,the Agency Agreement and the applicable Final Terms which are applicable to them.These Terms and Conditions include summaries of, and are subject to thedetailed provisions of, the Trust Deed.

Words andexpressions defined in the Trust Deed or the Agency Agreement or used in theapplicable Final Terms shall have the same meanings where used in these Termsand Conditions unless the context otherwise requires or unless otherwise statedand provided that, in the event of inconsistency between the Agency Agreementand the Trust Deed, the Trust Deed will prevail and, in the event of inconsistencybetween the Agency Agreement or the Trust Deed and the applicable Final Terms,the applicable Final Terms will prevail.

**1.****                                      Form,Denomination and Title**

The Notes are in bearer form and, in the case ofdefinitive Notes, serially numbered, in the Specified Currency and theSpecified Denomination(s). Notes of one Specified Denomination may not beexchanged for Notes of another Specified Denomination.

This Note is a Fixed Rate Note, a Floating Rate Note,a Zero Coupon Note, an Index Linked Interest Note, an Index Linked RedemptionNote, an Instalment Note, a Dual Currency Note or a Partly Paid Note or acombination of any of the foregoing or any other type of Note, depending uponthe Interest Basis and Redemption/Payment Basis shown in the applicable FinalTerms.

Definitive Notes are issued with Coupons attached,unless they are Zero Coupon Notes in which case references to Coupons andCouponholders in these Terms and Conditions are not applicable.

Subject as set out below, title to the Notes, Receiptsand Coupons will pass by delivery. The Issuer, the Guarantor, the ReplacementAgent (which is defined in the Agency Agreement as the Paying Agent in London)and any Paying Agent may deem and treat the bearer of any Note, Receipt orCoupon as the absolute owner thereof (whether or not overdue andnotwithstanding any notice of ownership or writing thereon or notice of anyprevious loss or theft thereof) for all purposes but, in the case of any globalNote, without prejudice to the provisions set out in the next succeedingparagraph.

For so long as any of the Notes is represented by aglobal Note held on behalf of Euroclear Bank SA/NV (“Euroclear”) and/orClearstream Banking, *société anonyme*(“Clearstream, Luxembourg”) each 

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person (other than Euroclear or Clearstream,Luxembourg) who is for the time being shown in the records of Euroclear or ofClearstream, Luxembourg as the holder of a particular nominal amount of suchNotes (in which regard any certificate or other document issued by Euroclear orClearstream, Luxembourg as to the nominal amount of such Notes standing to theaccount of any person shall be conclusive and binding for all purposes save inthe case of manifest error) shall be treated by the Issuer, the Guarantor, theAgent and any other Paying Agent and the Trustee as the holder of such nominalamount of such Notes for all purposes other than with respect to the payment ofprincipal or interest on the Notes, for which purpose the bearer of therelevant global Note shall be treated by the Issuer, the Guarantor, the Agentand any other Paying Agent and the Trustee as the holder of such nominal amountof such Notes in accordance with and subject to the terms of the relevantglobal Note and the expressions “Noteholder” and “holder of Notes” and relatedexpressions shall be construed accordingly. Notes which are represented by aglobal Note will be transferable only in accordance with the rules andprocedures for the time being of Euroclear or of Clearstream, Luxembourg, asthe case may be.

References toEuroclear and/or Clearstream, Luxembourg shall, whenever the context sopermits, be deemed to include a reference to any additional or alternativeclearing system approved by the Issuer, the Agent and the Trustee.

**2.****                                      Statusof the Notes**

The Notes and therelative Receipts and Coupons are direct, unconditional, unsubordinated andunsecured obligations of the Issuer and rank *pari passu*among themselves and (save for certain debts required to be preferred by law)equally with all other unsecured obligations (other than subordinatedobligations, if any) of the Issuer, from time to time outstanding.

**3.****                                      Statusof the Guarantee**

The payment of theprincipal and interest in respect of the Notes and all other moneys payable bythe Issuer under or pursuant to the Trust Deed has been unconditionally andirrevocably guaranteed by the Guarantor under the Trust Deed. The obligationsof the Guarantor under the Guarantee are direct, unconditional, unsubordinatedand unsecured obligations of the Guarantor and *pari passu*and (save for certain debts required to be preferred by law) equally with allother unsecured obligations (other than subordinated obligations, if any) ofthe Guarantor, from time to time outstanding.

**4.****                                      Interest**

*(a)*                               Intereston Fixed Rate Notes

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

Except as provided in the applicable Final Terms, theamount of interest payable on each Interest Payment Date in respect of theFixed Interest Period ending on (but excluding) such date will amount to theFixed Coupon Amount. Payments of interest on any Interest Payment Date will, ifso specified in the applicable Final Terms, amount to the Broken Amount sospecified.

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

If interest is required to be calculated for a periodother than a Fixed Interest Period or if no Fixed Coupon Amount is specified inthe applicable Final Terms, such interest shall be calculated by applying the

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Rate of Interest to each Specified Denomination,multiplying such sum by the applicable Day Count Fraction, and rounding theresultant figure to the nearest sub-unit of the relevant Specified Currency,half of any such sub-unit being rounded upwards or otherwise in accordance withapplicable market convention.

“Day CountFraction” means, in respect of the calculation of an amount of interest inaccordance with this Condition 4(*a*):

(i)                                     if“Actual/Actual (ICMA)” is specified in the applicable Final Terms:

(a)                                  inthe case of Notes where the number of days in the relevant period from (andincluding) the most recent Interest Payment Date (or, if none, the InterestCommencement Date) to (but excluding) the relevant payment date (the “AccrualPeriod”) is equal to or shorter than the Determination Period during which theAccrual Period ends, the number of days in such Accrual Period divided by theproduct of (1) the number of days in such Determination Period and (2) thenumber of Determination Dates (as specified in the applicable Final Terms) thatwould occur in one calendar year; or

(b)                                 inthe case of Notes where the Accrual Period is longer than the DeterminationPeriod during which the Accrual Period ends, the sum of:

(1)                                  thenumber of days in such Accrual Period falling in the Determination Period inwhich the Accrual Period begins divided by the product of (x) the number ofdays in such Determination Period and (y) the number of Determination Dates (asspecified in the applicable Final Terms) that would occur in one calendar year;and

(2)                                  thenumber of days in such Accrual Period falling in the next Determination Perioddivided by the product of (x) the number of days in such Determination Periodand (y) the number of Determination Dates that would occur in one calendaryear; and

(ii)                                  if“30/360” is specified in the applicable Final Terms, the number of days in theperiod from and including the most recent Interest Payment Date (or, if none,the Interest Commencement Date) to but excluding the relevant payment date(such number of days being calculated on the basis of a year of 360 days with12 30-day months) divided by 360.

In these Terms and Conditions:

“Determination Period” means the period from (andincluding) a Determination Date to (but excluding) the next Determination Date(including, where either the Interest Commencement Date or the final InterestPayment Date is not a Determination Date, the period commencing on the firstDetermination Date prior to, and ending on the first Determination Date fallingafter, such date); and

“sub-unit” means,with respect to any currency other than euro, the lowest amount of suchcurrency that is available as legal tender in the country of such currency and,with respect to euro, means one cent.

*(b**                                    Intereston Floating Rate Notes and Index Linked Interest Notes*

*(i)**                                  InterestPayment Dates*

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Each Floating RateNote and Index Linked Interest Note bears interest on its outstanding nominalamount (or, if it is a Partly Paid Note, the amount paid up) from (andincluding) the Interest Commencement Date and such interest will be payable inarrear on either:

(A)                              theSpecified Interest Payment Date(s) (each an “Interest Payment Date”) in eachyear specified in the applicable Final Terms; or

(B)                                ifno Specified Interest Payment Date(s) is/are specified in the applicable FinalTerms, each date (each an “Interest Payment Date”) which falls the number of monthsor other period specified as the Specified Period in the applicable Final Termsafter the preceding Interest Payment Date or, in the case of the first InterestPayment Date, after the Interest Commencement Date.

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

If a Business DayConvention is specified in the applicable Final Terms and (x) if there is nonumerically corresponding day in the calendar month in which an InterestPayment Date should occur or (y) if any Interest Payment Date would otherwisefall on a day which is not a Business Day, then, if the Business Day Conventionspecified is:

(1)                                  inany case where Specified Periods are specified in accordance with Condition 4(*b*)(i)(B) above, the Floating Rate Convention, such InterestPayment Date (i) in the case of (x) above, shall be the last day that is aBusiness Day in the relevant month and the provisions of (B) below shall apply *mutatis**mutandis* or(ii) in the case of (y) above, shall be postponed to the next day which is aBusiness Day unless it would thereby fall into the next calendar month, inwhich event (A) such Interest Payment Date shall be brought forward to theimmediately preceding Business Day and (B) each subsequent Interest PaymentDate shall be the last Business Day in the month which falls in the SpecifiedPeriod after the preceding applicable Interest Payment Date; or

(2)                                  theFollowing Business Day Convention, such Interest Payment Date shall bepostponed to the next day which is a Business Day; or

(3)                                  theModified Following Business Day Convention, such Interest Payment Date shall bepostponed to the next day which is a Business Day, unless it would thereby fallinto the next calendar month, in which event such Interest Payment Date shallbe brought forward to the immediately preceding Business Day; or

(4)                                  thePreceding Business Day Convention, such Interest Payment Date shall be broughtforward to the immediately preceding Business Day.

In these Terms andConditions, “Business Day” means a day which is both:

(A)                              aday on which commercial banks and foreign exchange markets settle payments andare open for general business (including dealing in foreign exchange andforeign currency deposits) in London and any Additional Business Centrespecified in the applicable Final Terms; and

(B)                                either(1) in relation to any sum payable in a Specified Currency other than euro, aday on which commercial banks and foreign exchange markets settle payments andare open for

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general business(including dealing in foreign exchange and foreign currency deposits) in theprincipal financial centre of the country of the relevant Specified Currency(if other than London and any Additional Business Centre and which, if theSpecified Currency is Australian dollars or New Zealand dollars, shall beMelbourne and Wellington, respectively) or (2) in relation to any sum payablein euro, a day on which the Trans-European Automated Real-Time Gross SettlementExpress Transfer (TARGET) System (the “TARGET System”) is open.

*(ii)**                              Rateof Interest*

The Rate ofInterest payable from time to time in respect of Floating Rate Notes and IndexLinked Interest Notes will be determined in the manner specified in theapplicable Final Terms.

(A)*                              ISDADetermination for Floating Rate Notes*

Where ISDADetermination is specified in the applicable Final Terms as the manner in whichthe Rate of Interest is to be determined, the Rate of Interest for eachInterest Period will be the relevant ISDA Rate plus or minus (as indicated inthe applicable Final Terms) the Margin (if any). For the purposes of thissub-paragraph (A), “ISDA Rate” for an Interest Period means a rate equal to theFloating Rate that would be determined by the Agent under an interest rate swaptransaction if the Agent were acting as Calculation Agent for that swaptransaction under the terms of an agreement incorporating the 2000 ISDADefinitions, as published by the International Swaps and DerivativesAssociation, Inc. and as amended and updated as at the Issue Date of the firstTranche of the Notes (the “ISDA Definitions”) and under which:

(1)                                  theFloating Rate Option is as specified in the applicable Final Terms;

(2)                                  theDesignated Maturity is a period specified in the applicable Final Terms; and

(3)                                  therelevant Reset Date is either (i) if the applicable Floating Rate Option isbased on the London inter-bank offered rate (“LIBOR”) or on the Euro-zoneinter-bank offered rate (“EURIBOR”) the first day of that Interest Period or(ii) in any other case, as specified in the applicable Final Terms.

For the purposesof this sub-paragraph (A), “Floating Rate”, “Calculation Agent”, “Floating RateOption”, “Designated Maturity” and “Reset Date” have the meanings given tothose terms in the ISDA Definitions.

(B)                                *Screen Rate Determination for Floating Rate Notes*

Where Screen RateDetermination is specified in the applicable Final Terms as the manner in whichthe Rate of Interest is to be determined, the Rate of Interest for eachInterest Period will, subject as provided below, be either:

(1)                                  theoffered quotation; or

(2)                                  thearithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005being rounded upwards) of the offered quotations,

(expressed as a percentage rate per annum) for theReference Rate which appears or appear, as the case may be, on the RelevantScreen Page as at 11.00 a.m. (London time, in the case of LIBOR, or Brusselstime, in the case of EURIBOR) on the Interest Determination Date in questionplus or minus (as indicated in the applicable Final Terms) the Margin (if any),all as determined by the Agent. If five or more of such offered quotations areavailable on the Relevant Screen Page, the highest (or, if there 

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is more than one such highest quotation, one only ofsuch quotations) and the lowest (or, if there is more than one such lowestquotation, one only of such quotations) shall be disregarded by the Agent forthe purpose of determining the arithmetic mean (rounded as provided above) ofsuch offered quotations.

The Agency Agreement contains provisions fordetermining the Rate of Interest in the event that the Relevant Screen Page isnot available or if, in the case of (1) above, no such quotation appears or, inthe case of (2) above, fewer than three such offered quotations appear, in eachcase as at the time specified in the preceding paragraph.

If the ReferenceRate from time to time in respect of Floating Rate Notes is specified in theapplicable Final Terms as being other than LIBOR or EURIBOR, the Rate ofInterest in respect of such Notes will be determined as provided in theapplicable Final Terms.

*(iii)**                          Minimumand/or Maximum Rate of Interest*

If the applicable Final Terms specifies a Minimum Rateof Interest for any Interest Period, then, in the event that the Rate ofInterest in respect of such Interest Period determined in accordance with theprovisions of paragraph (*ii*) above isless than such Minimum Rate of Interest, the Rate of Interest for such InterestPeriod shall be such Minimum Rate of Interest.

If the applicableFinal Terms specifies a Maximum Rate of Interest for any Interest Period, then,in the event that the Rate of Interest in respect of such Interest Perioddetermined in accordance with the provisions of paragraph (*ii*)above is greater than such Maximum Rate of Interest, the Rate of Interest forsuch Interest Period shall be such Maximum Rate of Interest.

*(iv)**                            Determinationof Rate of Interest and Calculation of Interest Amounts*

The Agent, in the case of Floating Rate Notes, and theCalculation Agent, in the case of Index Linked Interest Notes, will at or assoon as practicable after each time at which the Rate of Interest is to bedetermined, determine the Rate of Interest for the relevant Interest Period. Inthe case of Index Linked Interest Notes, the Calculation Agent will notify theAgent of the Rate of Interest for the relevant Interest Period as soon aspracticable after calculating the same.

The Agent will calculate the amount of interest (the “InterestAmount”) payable on the Floating Rate Notes or Index Linked Interest Notes inrespect of each Specified Denomination for the relevant Interest Period. EachInterest Amount shall be calculated by applying the Rate of Interest to eachSpecified Denomination, multiplying such sum by the applicable Day CountFraction, and rounding the resultant figure to the nearest sub-unit of therelevant Specified Currency, half of any such sub-unit being rounded upwards orotherwise in accordance with applicable market convention.

“Day CountFraction” means, in respect of the calculation of an amount of interest for anyInterest Period:

(i)                                     if“Actual/365” or “Actual/Actual (ISDA)” is specified in the applicable FinalTerms, the actual number of days in the Interest Period divided by 365 (or, ifany portion of that Interest Period falls in a leap year, the sum of (A) theactual number of days in that portion of the Interest Period falling in a leapyear divided by 366 and (B) the actual number of days in that portion of theInterest Period falling in a non-leap year divided by 365);

(ii)                                  if“Actual/365 (Fixed)” is specified in the applicable Final Terms, the actualnumber of days in the Interest Period divided by 365;

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(iii)                               if “Actual/365(Sterling)” is specified in the applicable Final Terms, the actual number ofdays in the Interest Period divided by 365 or, in the case of an InterestPayment Date falling in a leap year, 366;

(iv)                              if“Actual/360” is specified in the applicable Final Terms, the actual number ofdays in the Interest Period divided by 360;

(v)                                 if“30/360”, “360/360” or “Bond Basis” is specified in the applicable Final Terms,the number of days in the Interest Period divided by 360 (the number of days tobe calculated on the basis of a year of 360 days with 12 30-day months (unless(a) the last day of the Interest Period is the 31st day of a month but the first day of theInterest Period is a day other than the 30th or 31st day of a month, in which case the month thatincludes that last day shall not be considered to be shortened to a 30-daymonth, or (b) the last day of the Interest Period is the last day of the monthof February, in which case the month of February shall not be considered to belengthened to a 30-day month)); and

(vi)                              if“30E/360” or “Eurobond Basis” is specified in the applicable Final Terms, thenumber of days in the Interest Period divided by 360 (the number of days to becalculated on the basis of a year of 360 days with 12 30-day months, withoutregard to the date of the first day or last day of the Interest Period unless,in the case of the final Interest Period, the Maturity Date is the last day ofthe month of February, in which case the month of February shall not beconsidered to be lengthened to a 30-day month).

*(v)**                                Notificationof Rate of Interest and Interest Amounts*

The Agent willcause the Rate of Interest and each Interest Amount for each Interest Periodand the relevant Interest Payment Date to be notified to the Issuer, theTrustee and any stock exchange on which the relevant Floating Rate Notes orIndex Linked Interest Notes are for the time being listed and notice thereof tobe published in accordance with Condition 13 as soon as possible after theirdetermination but in no event later than the fourth London Business Daythereafter. Each Interest Amount and Interest Payment Date so notified maysubsequently be amended (or appropriate alternative arrangements made by way ofadjustment) without prior notice in the event of an extension or shortening ofthe Interest Period. Any such amendment will be promptly notified to each stockexchange on which the relevant Floating Rate Notes or Index Linked InterestNotes are for the time being listed and to the Noteholders in accordance withCondition 13. For the purposes of this paragraph, the expression “LondonBusiness Day” means a day (other than a Saturday or a Sunday) on whichcommercial banks and foreign exchange markets are open for general business inLondon.

*(vi)**                            Determinationor calculation by Trustee*

If for any reason at any relevant time the Agent or,as the case may be, the Calculation Agent defaults in its obligation todetermine the Rate of Interest or the Agent defaults in its obligation tocalculate any Interest Amount in accordance with sub-paragraph (*ii*)(A) or (B) above or as otherwise specified in theapplicable Final Terms, as the case may be, and, in each case, in accordancewith sub-paragraph (*iv*) above, theTrustee shall determine the Rate of Interest at such rate as, in its absolutediscretion (having such regard as it shall think fit to the foregoingprovisions of this Condition, but subject always to any minimum or maximum Rateof Interest specified in the applicable Final Terms), it shall deem fair andreasonable in all the circumstances or, as the case may be, the Trustee shallcalculate the Interest Amount(s) in such manner as it shall deem fair andreasonable in all the circumstances and each such determination or calculationshall be deemed to have been made by the Agent or the Calculation Agent, asapplicable.

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*(vii)**                        Certificatesto be final*

All certificates,communications, opinions, determinations, calculations, quotations anddecisions given, expressed, made or obtained for the purposes of the provisionsof this Condition 4(*b*), whether bythe Agent or, if applicable, the Calculation Agent or the Trustee, shall (inthe absence of wilful default, bad faith or manifest error) be binding on theIssuer, the Guarantor, the Agent, the Calculation Agent (if applicable), theother Paying Agents, the Trustee and all Noteholders, Receiptholders andCouponholders and (in the absence as aforesaid) no liability to the Issuer, theGuarantor, the Noteholders, the Receiptholders or the Couponholders shallattach to the Agent or (if applicable) the Calculation Agent or the Trustee inconnection with the exercise or non-exercise by it of its powers, duties anddiscretions pursuant to such provisions.

*(c)**                                DualCurrency Notes*

In the case ofDual Currency Notes, if the rate or amount of interest falls to be determinedby reference to an exchange rate, the rate or amount of interest payable shallbe determined in the manner specified in the applicable Final Terms.

*(d)**                               PartlyPaid Notes*

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

*(e)**                                Accrualof Interest*

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

*5.**                                      Payments*

*(a)**                               Methodof Payment*

Subject asprovided below:

(i)                                     paymentsin a Specified Currency other than euro or U.S. dollars will be made bytransfer to an account in the relevant Specified Currency (which, in the caseof a payment in Japanese Yen to a non-resident of Japan, shall be anon-resident account) maintained by the payee with, or by a cheque in suchSpecified Currency drawn on, a bank in the principal financial centre of thecountry of such Specified Currency (which, if the Specified Currency isAustralian dollars or New Zealand dollars, shall be Melbourne and Wellington,respectively);

(ii)                                  paymentsin euro will be made by credit or transfer to a euro account (or any otheraccount to which euro may be credited or transferred) specified by the payeeor, at the option of the payee, by a euro cheque; and

(iii)                               payments in U.S. dollarswill be made by transfer to a U.S. dollar account maintained by the payee witha bank outside the United States (which expression, as used in this Condition5, means the United States of America, including the States and the District ofColumbia, its territories, its possessions and other areas subject to itsjurisdiction), or by cheque drawn on a United States bank.

In no event will payment be made by a cheque mailed toan address in the United States or by transfer to an account maintained by thepayee with a bank located in the United States. Payments will be subject in

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all cases to any fiscal or other laws and regulationsapplicable thereto in the place of payment, but without prejudice to theprovisions of Condition 7. References to “Specified Currency” will include anysuccessor currency under applicable law.

### *(b)       Presentationof definitive Notes, Receipts and Coupons*

Paymentsof principal in respect of definitive Notes will (subject as provided below) bemade in the manner provided in paragraph (a) above only against surrender (or,in the case of part payment of any sum due, endorsement) of definitive Notes,and payments of interest in respect of definitive Notes will (subject asprovided below) be made as aforesaid only against presentation and surrender(or, in the case of part payment of any sum due, endorsement) of Coupons, ineach case at the specified office of any Paying Agent outside the United States(which expression, as used herein, means the United States of America(including the States and the District of Columbia, its territories, itspossessions and other areas subject to its jurisdiction)).

Paymentsof instalments of principal (if any) in respect of definitive Notes, other thanthe final instalment, will (subject as provided below) be made in the mannerprovided in paragraph (*a*) aboveagainst presentation and surrender (or, in the case of part payment of any sumdue, endorsement) of the relevant Receipt. Payment of the final instalment willbe made in the manner provided in paragraph (*a*)above only against presentation and surrender (or in the case of part paymentof any sum due, endorsement) of the relevant Note. Each Receipt must bepresented for payment of the relevant instalment together with the definitiveNote to which it appertains. Receipts presented without the definitive Note towhich they appertain do not constitute valid obligations of the Issuer. Uponthe date on which any definitive Note becomes due and repayable, unmaturedReceipts (if any) relating thereto (whether or not attached) shall become voidand no payment shall be made in respect thereof.

FixedRate Notes in definitive form (other than Dual Currency Notes or Index LinkedNotes) should be presented for payment together with all unmatured Couponsappertaining thereto (which expression shall for this purpose include Couponsfalling to be issued on exchange of matured Talons), failing which the amountof any missing unmatured Coupon (or, in the case of payment not being made infull, the same proportion of the amount of such missing unmatured Coupon as thesum so paid bears to the sum due) will be deducted from the sum due forpayment. Each amount of principal so deducted will be paid in the mannermentioned above against surrender of the relative missing Coupon at any timebefore the expiry of 10 years after the Relevant Date (as defined in Condition7) in respect of such principal (whether or not such Coupon would otherwisehave become void under Condition 8) or, if later, five years from the date onwhich such Coupon would otherwise have become due, but in no event thereafter.Notwithstanding the provisions of this paragraph, if any such Fixed Rate Notesin definitive form should be issued on terms such that, on the presentation forpayment of any such Note without any unmatured Coupons attached thereto orsurrendered therewith, the amount required by this paragraph to be deductedwould be greater than the Early Redemption Amount otherwise due for payment,then, upon the due date for redemption of any such Note, such unmatured Coupons(whether or not attached) shall become void (and no payment shall be made inrespect thereof) as shall be required so that, upon application of theprovisions of this paragraph in respect of such Coupons as have not so becomevoid, the amount required by this paragraph to be deducted would not be greaterthan the Early Redemption Amount otherwise due for payment. Where theapplication of the foregoing sentence requires some but not all of theunmatured Coupons relating to a Note to become void, the relevant Paying Agentshall determine which unmatured Coupons are to become void, and shall selectfor such purpose Coupons maturing on later dates in preference to Couponsmaturing on earlier dates.

Uponany Fixed Rate Note in definitive form becoming due and repayable prior to itsMaturity Date, all unmatured Talons (if any) appertaining thereto will becomevoid and no further Coupons will be issued in respect thereof.

Uponthe date on which any Floating Rate Note, Dual Currency Note or Index LinkedNote in definitive form becomes due and repayable, unmatured Coupons and Talons(if any) relating thereto

46

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(whether or not attached)shall become void and no payment or, as the case may be, exchange for furtherCoupons shall be made in respect thereof.

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

Paymentsof principal and interest (if any) in respect of Notes represented by anyglobal Note will (subject as provided below) be made in the manner specifiedabove in relation to definitive Notes and otherwise in the manner specified inthe relevant global Note against presentation or surrender, as the case may be,of such global Note at the specified office of any Paying Agent outside theUnited States. A record of each payment made against presentation or surrenderof such global Note, distinguishing between any payment of principal and anypayment of interest, will be made on such global Note by such Paying Agent andsuch record shall be *prima facie*evidence that the payment in question has been made.

Theholder of a global Note shall be the only person entitled to receive paymentsin respect of Notes represented by such global Note and the Issuer or, as thecase may be, the Guarantor will be discharged by payment to, or to the orderof, the holder of such global Note in respect of each amount so paid. Each of thepersons shown in the records of Euroclear or Clearstream, Luxembourg as thebeneficial holder of a particular nominal amount of Notes represented by suchglobal Note must look solely to Euroclear or Clearstream, Luxembourg, as thecase may be, for his share of each payment so made by the Issuer or, as thecase may be, the Guarantor to, or to the order of, the holder of such globalNote.

Notwithstandingthe foregoing, if any amount of principal and/or interest in respect of thisNote is payable in U.S. dollars, such U.S. dollar payments of principal and/orinterest in respect of this Note will be made at the specified office of aPaying Agent in the United States if:

| (i)    | the Issuer has appointed Paying Agents with  specified offices outside the United States with the reasonable expectation  that such Paying Agents would be able to make payment in U.S. dollars at such  specified offices outside the United States of the full amount of principal  and interest on the Notes in the manner provided above when due; |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                   |
| (ii)   | payment of the full amount of such principal and  interest at all such specified offices outside the United States is illegal  or effectively precluded by exchange controls or other similar restrictions  on the full payment or receipt of principal and interest in U.S. dollars; and                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                   |
| (iii)  | such payment is then permitted under United States  law without involving, in the opinion of the Issuer and the Guarantor,  adverse tax consequences to the Issuer or the Guarantor.                                                                                                                                                                   |

### *(c)       Payment Day*

Ifthe date for payment of any amount in respect of any Note, Receipt or Coupon isnot a Payment Day, the holder thereof shall not be entitled to payment untilthe next following Payment Day in the relevant place and shall not be entitledto further interest or other payment in respect of such delay. For thesepurposes, “Payment Day” means any day which is:
| (i)    | a day on which commercial banks and foreign exchange  markets settle payments and are open for general business (including dealing  in foreign exchange and foreign currency deposits) in: |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                       |
|   | (A)                                                                                                                                                                                        | the relevant place of presentation; |

 

47

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|        | (B)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | London; and                                                                   |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                          |
|   | (C)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | any Additional Financial Centre specified in the  applicable Final Terms; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                          |
| (ii)   | either (1) in relation to any sum payable in a  Specified Currency other than euro, a day on which commercial banks and  foreign exchange markets settle payments and are open for general business  (including dealing in foreign exchange and foreign currency deposits) in the  principal financial centre of the country of the relevant Specified Currency  (if other than the place of presentation, London and any Additional Financial  Centre and which, if the Specified Currency is Australian dollars or New  Zealand dollars, shall be Melbourne and Wellington, respectively or (2) in  relation to any sum payable in euro, a day on which the TARGET System is  open. |

### *(d)       Interpretation of Principal and Interest*

Anyreference in these Terms and Conditions to principal in respect of the Notesshall be deemed to include, as applicable:
| (i)    | any additional amounts which may be payable with  respect to principal under Condition 7;                                      |
|--------|--------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                           |
| (ii)   | the Final Redemption Amount of the Notes;                                                                                      |
|   |                                                                                                                           |
| (iii)  | the Early Redemption Amount of the Notes;                                                                                      |
|   |                                                                                                                           |
| (iv)   | the Optional Redemption Amount(s) (if any) of the  Notes;                                                                      |
|   |                                                                                                                           |
| (v)    | in relation to Notes redeemable in instalments, the  Instalment Amounts;                                                       |
|   |                                                                                                                           |
| (vi)   | in relation to Zero Coupon Notes, the Amortised Face  Amount (as defined in Condition 6(*e*)); and                             |
|   |                                                                                                                           |
| (vii)  | any premium and any other amounts (other than  interest) which may be payable by the Issuer under or in respect of the  Notes. |

Anyreference in these Terms and Conditions to interest in respect of the Notesshall be deemed to include, as applicable, any additional amounts (other thaninterest) which may be payable with respect to interest under Condition 7.

## **6.         Redemptionand Purchase**

### *(a)       AtMaturity*

Unlesspreviously redeemed or purchased and cancelled as specified below, each Notewill be redeemed by the Issuer at its Final Redemption Amount specified in, ordetermined in the manner specified in, the applicable Final Terms in therelevant Specified Currency on the Maturity Date.

### *(b)       Redemptionfor Tax Reasons*

TheNotes may be redeemed at the option of the Issuer in whole, but not in part, atany time (if this Note is neither a Floating Rate Note nor an Index LinkedInterest Note) or on any Interest Payment Date (if this Note is either aFloating Rate Note or an Index Linked Interest Note), on giving not less than30 nor

48

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more than 60 days’ notice tothe Agent and, in accordance with Condition 13, the Noteholders (which noticeshall be irrevocable), if:
| (i)    | on the occasion of the next payment due under the  Notes, the Issuer has or will become obliged to pay additional amounts as  provided or referred to in Condition 7 or the Guarantor would be unable for  reasons outside its control to procure payment by the Issuer and in making  payment itself would be required to pay such additional amounts in each case  as a result of any change in, or amendment to, the laws or regulations of the  United States of America or any political subdivision or any authority  thereof or therein having power to tax, or any change in the application or  official interpretation of such laws or regulations, which change or  amendment becomes effective on or after the Issue Date of the first Tranche  of the Notes; and |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (ii)   | such obligation cannot be avoided by the Issuer or,  as the case may be, the Guarantor taking reasonable measures available to it,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

provided that no such noticeof redemption shall be given earlier than 90 days prior to the earliest date onwhich the Issuer or, as the case may be, the Guarantor would be obliged to paysuch additional amounts were a payment in respect of the Notes then due.

Priorto the publication of any notice of redemption pursuant to this Condition, theIssuer shall deliver to the Agent a certificate signed by two Directors of theIssuer or, as the case may be, two Directors of the Guarantor stating that theIssuer is entitled to effect such redemption and setting forth a statement offacts showing that the conditions precedent to the right of the Issuer so toredeem have occurred, and an opinion of independent legal advisers ofrecognised standing to the effect that the Issuer or, as the case may be, theGuarantor has or will become obliged to pay such additional amounts as a resultof such change or amendment.

Inaddition if the Issuer or, if applicable, the Guarantor determines, based upona written opinion of independent United States legal counsel, that any paymentmade outside the United States by the Issuer, the Guarantor or any Paying Agentof principal or interest due in respect of any Note, Receipt or Coupon would,under any laws or regulations of the United States of America having current orscheduled future effect, be subject to any certification, identification orother information reporting requirement of any kind, the effect of which is thedisclosure to the Issuer, the Guarantor, any Paying Agent or any governmentalauthority of the nationality, residence or identity (as distinguished from, forexample, status as a United States Alien (as defined in Condition 7)) of abeneficial owner of such Note, Receipt or Coupon who is a United States Alienthe Issuer, at its option, will either (x) redeem the Notes, in whole but notin part, or (y) if and so long as the conditions of Condition 7 are satisfied,pay the additional amounts specified in Condition 7.

Theright of the Issuer to exercise such option will not apply where therequirement otherwise giving rise to such option (1) would not be applicable toa payment made by the Issuer, the Guarantor or any Paying Agent (i) directly tothe beneficial owner or (ii) to a custodian, nominee or other agent of thebeneficial owner, (2) can be satisfied by such custodian, nominee or otheragent certifying that such beneficial owner is a United States Alien, providedthat in each case referred to in sub-paragraphs (1)(ii) and (2) payment by suchcustodian, nominee or agent of such beneficial owner is not otherwise subjectto any such requirement (other than a requirement which is imposed on acustodian, nominee or other agent described in (4) of this sentence) or (3)would not be applicable to payment made by at least one other Paying Agent or(4) is applicable to a payment to a custodian, nominee or other agent of the beneficialowner who is a United States person, a controlled foreign corporation forUnited States tax purposes, a foreign person 50 per cent. or more of whosegross income for the 3-year period ending with the close of its taxable yearpreceding the year of payment is effectively connected with a United Statestrade or business, or is otherwise related to the United States.

49

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Suchdetermination and election will be made as soon as practicable, and the Issuerwill promptly publish notice thereof (the “Determination Notice”) stating theeffective date of such certification, identification or other information orreporting requirement, whether the Notes shall be redeemed or that theadditional amounts specified in Condition 7 should be paid and (if applicable)the last date by which the redemption of the Notes must take place.

Ifan election has been made that the Notes shall be redeemed, such redemptionwill take place on such date (being an Interest Payment Date if this Note iseither a Floating Rate Note or an Index Linked Interest Note), not later thanone year after the publication of the Determination Notice, as the Issuerelects by notice to the Noteholders in accordance with Condition 13 at least 60days before the date fixed for redemption.

Notwithstandingthe foregoing, the Notes will not be so redeemed if the Issuer subsequentlydetermines, based on an opinion of independent United States legal counsel, noless than 30 days prior to the redemption date, that subsequent payments wouldnot be subject to any such requirement, in which case the Issuer will promptlypublish notice of such determination and any earlier redemption notice will berevoked and of no further effect.

Notesredeemed pursuant to this Condition 6(*b*) will beredeemed at their Early Redemption Amount referred to in paragraph (*e*) below together (if appropriate) with interest accrued to(but excluding) the date of redemption.

### *(c)       Redemptionat the Option of the Issuer (Issuer Call)*

IfIssuer Call is specified in the applicable Final Terms, the Issuer shall,having given:
| (i)    | not less than 30 nor more than 60 days’ notice to  the Noteholders in accordance with Condition 13; and |
|--------|--------------------------------------------------------------------------------------------------------------|
|   |                                                                                                         |
| (ii)   | not less than 30 days before the giving of the  notice referred to in (i), notice to the Agent;              |

(which notices shall beirrevocable), redeem all or some only of the Notes then outstanding on anyOptional Redemption Date and at the Optional Redemption Amount(s) specified in,or determined in the manner specified in, the applicable Final Terms together,if appropriate, with interest accrued to (but excluding) the relevant OptionalRedemption Date. Any such partial redemption must be of a nominal amount notless than the Minimum Redemption Amount or not more than the Maximum RedemptionAmount. In the case of a partial redemption of Notes, the Notes to be redeemed(“Redeemed Notes”) will be selected individually by lot, in the case ofRedeemed Notes represented by definitive Notes, and in accordance with therules of Euroclear and/or Clearstream, Luxembourg (to be reflected in therecords of Euroclear or Clearstream, Luxembourg as either a pool factor or areduction in nominal amount, at their discretion), in the case of RedeemedNotes represented by a global Note, not more than 60 days prior to the datefixed for redemption (such date of selection being hereinafter called the “SelectionDate”). In the case of Redeemed Notes represented by definitive Notes, a listof the serial numbers of such Redeemed Notes will be published in accordancewith Condition 13 not less than 30 days prior to the date fixed for redemption.

Theaggregate nominal amount of Redeemed Notes represented by definitive Notesshall bear the same proportion to the aggregate nominal amount of all RedeemedNotes as the aggregate nominal amount of definitive Notes outstanding bears tothe aggregate nominal amount of the Notes outstanding, in each case on theSelection Date, provided that such first mentioned nominal amount shall, ifnecessary, be rounded downwards to the nearest integral multiple of theSpecified Denomination, and the aggregate nominal amount of Redeemed Notesrepresented by a global Note shall be equal to the balance of the RedeemedNotes. No exchange of the relevant global Note will be permitted during theperiod from and including the Selection Date to and including the date fixedfor redemption pursuant to this paragraph (*c*) and noticeto that effect shall be given by the Issuer to the Noteholders in accordancewith Condition 13 at least 5 days prior to the Selection Date.

50

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### *(d)       Redemption at the Option of theNoteholders (Investor Put)*

IfInvestor Put is specified in the applicable Final Terms, upon the holder of anyNote giving to the Issuer in accordance with Condition 13 not less than 30 normore than 60 days’ notice (which shall be irrevocable) the Issuer will, uponthe expiry of such notice, redeem, subject to, and in accordance with, theterms specified in the applicable Final Terms, such Note on the OptionalRedemption Date and at the Optional Redemption Amount together, if appropriate,with interest accrued to (but excluding) the Optional Redemption Date.

Ifthis Note is in definitive form, to exercise the right to require redemption ofthis Note the holder of this Note must deliver such Note at the specifiedoffice of any Paying Agent at any time during normal business hours of suchPaying Agent falling within the notice period, accompanied by a duly completedand signed notice of exercise in the form (for the time being current) obtainablefrom any specified office of any Paying Agent (a “Put Notice”) and in which theholder must specify a bank account (or, if payment is by cheque, an address) towhich payment is to be made under this Condition.

### *(e)       EarlyRedemption Amounts*

Forthe purpose of paragraph (*b*) above andCondition 9, the Notes will be redeemed at the Early Redemption Amountcalculated as follows:
| (i)    | in the case of Notes with a Final Redemption Amount  equal to the Issue Price, at the Final Redemption Amount thereof;                                                                                                                                                                                                                                                                                                                                                                                 |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (ii)   | in the case of Notes (other than Zero Coupon Notes  but including Instalment Notes and Partly Paid Notes) with a Final Redemption  Amount which is or may be less or greater than the Issue Price or which is  payable in a Specified Currency other than that in which the Notes are  denominated, at the amount specified in, or determined in the manner  specified in, the applicable Final Terms or, if no such amount or manner is  so specified in the Final Terms, at their nominal amount; or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (iii)  | in the case of Zero Coupon Notes, at an amount (the  “Amortised Face Amount”) calculated in accordance with the following formula:                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | Early Redemption Amount = RP 6 (1 + AY)y                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | Where:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | “RP” means the Reference Price;                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | “AY” means the Accrual Yield expressed as a decimal;  and                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | “y” is a fraction the numerator of which is equal to  the number of days (calculated on the basis of a 360-day year consisting of  12 months of 30 days each) from (and including) the Issue Date of the first  Tranche of the Notes of such Series to (but excluding) the date fixed for  redemption of such Notes or (as the case may be) the date upon which such  Notes become due and repayable, and the denominator of which is 360,                                                   |

or on such other calculationbasis as may be specified in the applicable Final Terms.

51

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### *(f)        Instalments*

InstalmentNotes will be redeemed in the Instalment Amounts and on the Instalment Dates.In the case of early redemption, the Early Redemption Amount will be determinedpursuant to paragraph (e) above.

### *(g)       PartlyPaid Notes*

PartlyPaid Notes will be redeemed, whether at maturity, early redemption orotherwise, in accordance with the provisions of this Condition and theapplicable Final Terms.

### *(h)       Purchases*

TheIssuer, the Guarantor or any of the other Subsidiaries (as defined in the TrustDeed) of the Issuer may at any time purchase Notes (provided that, in the caseof definitive Notes, all unmatured Receipts, Coupons and Talons appertainingthereto are purchased therewith) at any price in the open market or otherwise.Such Notes may be held, reissued, resold or, at the option of the Issuer or theGuarantor, surrendered to any Paying Agent for cancellation.

### *(i)        Cancellation*

AllNotes which are redeemed will forthwith be cancelled (together with allunmatured Receipts and Coupons attached thereto or surrendered therewith at thetime of redemption). All Notes so cancelled and the Notes purchased andcancelled pursuant to paragraph (*h*) above(together with all unmatured Receipts and Coupons cancelled therewith) shall beforwarded to the Agent and cannot be reissued or resold.

### *(j)        Latepayment on Zero Coupon Notes*

Ifthe amount payable in respect of any Zero Coupon Note upon redemption of suchZero Coupon Note pursuant to paragraph (*a*), (*b*), (*c*) or (*d*) above or upon its becoming due and repayable as providedin Condition 9 is improperly withheld or refused, the amount due and repayablein respect of such Zero Coupon Note shall be the amount calculated as providedin paragraph (*e*)(*iii*)above as though the references therein to the date fixed for the redemption orthe date upon which such Zero Coupon Note becomes due and payable were replacedby references to the date which is the earlier of:
| (i)    | the date on which all amounts due in respect of such  Zero Coupon Note have been paid; and                                                                                                                            |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                  |
| (ii)   | five days after the date on which the full amount of  the moneys payable has been received by the Agent or the Trustee and notice  to that effect has been given to the Noteholders in accordance with Condition  13. |

## **7.         Taxation**

Subjectto certain exceptions and limitations set forth below, all payments ofprincipal and interest in respect of the Notes, Receipts and Coupons by theIssuer or the Guarantor will be made without withholding or deduction for or onaccount of any present or future taxes or duties of whatever nature imposed orlevied by or on behalf of the United States of America or any politicalsubdivision or any authority thereof or therein having power to tax unless suchwithholding or deduction is required by law. In such event, the Issuer or, asthe case may be, the Guarantor will pay such additional amounts as shall benecessary in order that the net amounts received by the holders of the Notes, Receiptsor Coupons after such withholding or deduction shall equal the respectiveamounts of principal and interest which would otherwise have been receivable inrespect of the Notes, Receipts or Coupons, as the case may be, in the absenceof such withholding or deduction; except that no such additional amounts shallbe payable with respect to any Note, Receipt or Coupon as a result ofwithholding or deduction on account of any one or more of the following:

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| (i)    | any tax, assessment or other governmental charge  that is imposed or withheld solely by reason of the holder of a Note, Receipt  or Coupon (a “Holder”), or a fiduciary, settler, beneficiary, member or  shareholder of such holder being considered as:                                                                                                                                                                                                                                                                                                                                                                                                                    |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | being or having been present or engaged in a trade  or business in the United States or having had a permanent establishment in  the United States of America; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | having a current or former relationship with the  United States of America, including a relationship as a citizen or resident  thereof; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | being or having been a foreign or domestic personal  holding company, a passive foreign investment company or a controlled foreign  corporation with respect to the United States of America or a corporation  that has accumulated earnings to avoid United States federal income tax; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | being or having been a “10-per cent. shareholder” of  all classes of stock of the Issuer or, as the case may be, the Guarantor as  defined in section 871(h)(3) of the United States Internal Revenue Code of  1986, as amended (the “Code”) or any successor provision; or |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | being a bank receiving payments on an extension of  credit made pursuant to a loan agreement entered into the ordinary course of  its trade or business; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
| (ii)   | any Holder that is not the sole beneficial owner of  a Note, Receipt or Coupon or that is a fiduciary or partnership, but only to  the extent that a beneficiary or settler with respect to the fiduciary, a  beneficial owner or a member of the partnership would not have been entitled  to the payment of an additional amount had such beneficiary, settler,  beneficial owner or member received directly its beneficial or distributive  share of the payment;                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (iii)  | any tax, assessment or other governmental charge  that is imposed or withheld solely by reason of a failure of the Holder or  any other person to comply with certification, identification or information  reporting requirements concerning the nationality, residence, identity or  connection with the United States of America of the Holder or beneficial  owner of such Note, Receipt or Coupon, if compliance is required by statute,  by regulation or the United States Treasury Department or by an applicable  income tax treaty to which the United States of America is a party as a  precondition to exemption from such tax, assessment or other governmental  charge; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (iv)   | any tax, assessment or other governmental charge  that is imposed other than by withholding from a Note, Receipt or Coupon;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (v)    | any tax, assessment or other governmental charge  that would not have been so imposed but for the presentation or surrender by  the Holder for payment on a date more than 30 days after the Relevant Date  except to the extent that the Holder would have been entitled to an additional  amount on presenting the same for payment on such thirtieth day;                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (vi)   | any estate, inheritance, gift, sales, excise,  transfer, wealth or personal property tax or similar tax assessment or other  governmental charge;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (vii)  | any tax, assessment or other governmental charge  required to be withheld by any                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

 

53

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|        | paying agent from any payment of principal of or  interest on any Note, Receipt or Coupon if such payment can be made without  such withholding by any other paying agent;                                                          |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                |
| (viii) | any tax, duty, assessment or other governmental  charge required to be made pursuant to European Council Directive 2003/48/EC  or any law implementing or complying with, or introduced in order to conform  to, such Directive; or |
|   |                                                                                                                                                                                                                                |
| (ix)   | in the case of any combination of items (i), (ii),  (iii), (iv), (v), (vi), (vii) and (viii).                                                                                                                                       |

Asused herein, “United States Alien” means any corporation, partnership,individual or fiduciary that is, for United States Federal income tax purposes,a foreign corporation, a non-resident alien individual, a non-residentfiduciary of a foreign estate or trust, or a foreign partnership one or more ofthe members of which is, for United States Federal income tax purposes, aforeign corporation, a non-resident alien individual or a non-residentfiduciary of a foreign estate or trust.

Notwithstandingthe above, if and so long as a certification, identification or otherinformation reporting requirement referred to in the third paragraph of Condition6(*b*) would be fully satisfied by paymentof a backup withholding tax or similar charge, the Issuer may elect, by sostating in the Determination Notice, to have the following provisions of thisCondition 7 apply in lieu of the provisions of the third paragraph of Condition6(*b*).

Insuch event, the Issuer, failing which, if applicable, the Guarantor, will payas additional amounts such amounts as may be necessary so that every netpayment made following the effective date of such requirements outside the UnitedStates of America by it, the Guarantor (if applicable) or any of the PayingAgents of principal or interest due in respect of any Note, Receipt or Couponof which the beneficial owner is a United States Alien (but without anyrequirement that the nationality, residence or identity of such beneficialowner be disclosed to the Issuer, any Paying Agent or any governmentalauthority), after withholding or deduction for or on account of such backupwithholding tax or similar charge (other than a backup withholding tax orsimilar charge which (1) is the result of a certification, identification orother information reporting requirement which would not be applicable in thecircumstances described in the fourth paragraph of Condition 6(*b*) or (2) is imposed as a result of any of the circumstancesdescribed in paragraph (i) or (v) above or any combination thereof), will notbe less than the amount provided for in such Note, Receipt or Coupon to be thendue and payable.

Ifthe Issuer or, if applicable, the Guarantor elects to pay such additionalamounts and so long as they are obligated to pay the same, the Issuernonetheless may subsequently redeem the Notes in accordance with Condition 6(*b*).

Asused in these Terms and Conditions, the “Relevant Date” means the date on whicha payment in respect of a Note, Receipt or Coupon first becomes due, exceptthat, if the full amount of the moneys payable has not been duly received bythe Agent or the Trustee on or prior to such due date, it means the date onwhich, the full amount of such moneys having been so received, notice to thateffect is duly given to the Noteholders in accordance with Condition 13.

## **8.         Prescription**

TheNotes, Receipts and Coupons will become void unless presented for paymentwithin a period of 10 years (in the case of principal) and five years (in thecase of interest) after the Relevant Date (as defined in Condition 7) therefor.

Thereshall not be included in any Coupon sheet issued on exchange of a Talon anyCoupon the claim for payment in respect of which would be void pursuant to thisCondition or Condition 5(*b*) or any Talonwhich would be void pursuant to Condition 5(*b*).

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**9.             Eventsof Default**
| (A)    | If any one or more of the following events (each an  “Event of Default”) shall occur and is continuing, the Trustee at its  discretion may, and if so requested in writing by the holders of at least one  quarter in nominal amount of the Notes then outstanding or if so directed by  an Extraordinary Resolution (as defined in the Trust Deed) of the Noteholders  shall (subject to being indemnified and/or secured to its satisfaction), give  notice to the Issuer that the Notes are, and they shall thereupon immediately  become, due and repayable at their Early Redemption Amount, together with accrued  interest as provided in the Trust Deed: |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | *(a)*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | if default is made in the payment of any principal  or interest due in respect of the Notes or any of them and the default  continues for a period of 30 days in the case of interest; or |
|   | * *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | *(b)*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | if the Issuer or the Guarantor fails to perform or  observe any of its other obligations under these Terms and Conditions or the  Trust Deed and (except in any case where, in the opinion of the Trustee, the  failure is incapable of remedy when no such continuation or notice as is  hereinafter mentioned will be required) the failure continues for the period  of 60 days next following the service by the Trustee on the Issuer or the  Guarantor (as the case may be) of notice requiring the same to be remedied;  or |
|   | * *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | *(c)*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | if any Indebtedness for Borrowed Money of the Issuer  or the Guarantor becomes due and repayable prematurely by reason of an event  of default (however described) or the Issuer or the Guarantor fails to make  any payment in respect of any Indebtedness for Borrowed Money on the due date  for payment or any security given by the Issuer or the Guarantor for any  Indebtedness for Borrowed Money becomes enforceable or if default is made by  the Issuer or the Guarantor in making any payment due under any guarantee  and/or indemnity given by it in relation to any Indebtedness for Borrowed  Money of any other person provided that no such event shall constitute an  Event of Default unless the relative Indebtedness for Borrowed Money either  alone or when aggregated with other Indebtedness for Borrowed Money relative  to all (if any) other such events which shall have occurred shall amount to  at least U.S.$100,000,000 (or its equivalent in any other currency); or |
|   | * *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | *(d)*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | the entry of a decree or order for relief in respect  of the Issuer or the Guarantor by a court having jurisdiction in the premises  in an involuntary case under the Federal bankruptcy laws of the United States  of America, as now or hereafter constituted, or any other Federal or State  bankruptcy, insolvency or other similar law, or appointing a receiver,  liquidator, assignee, custodian, trustee, sequestrator (or other similar  official) of the Issuer or the Guarantor or of any substantial part of its  property, or ordering the winding up or liquidation of its affairs, and the  continuance of any such decree or order unstayed and in effect for a period  of 90 consecutive days; or |
|   | * *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|   | *(e)*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | the commencement by the Issuer or the Guarantor of a  voluntary case under the Federal bankruptcy laws of the United States of  America, as now or hereafter constituted, or any other applicable Federal or  State bankruptcy, insolvency or other similar law, or the consent by it to  the entry of an order for relief in an involuntary case under any such law or  to the appointment of a receiver, liquidator, assignee, custodian, trustee,  sequestrator (or other similar official) of the Issuer or the Guarantor or of  any substantial part of its property, or the making by it of an assignment  for the benefit of creditors, or the admission by it in writing of its  inability to pay its debts generally as they become due, or the taking of any  corporate action in furtherance of any of the foregoing. |

 

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| (B)    | (1)    | The Trustee may at any time, at its discretion and  without notice, take such proceedings against the Issuer and/or the Guarantor  as it may think fit to enforce the provisions of the Trust Deed, the Notes,  the Receipts and the Coupons, but it shall not be bound to take any such  proceedings or any other action in relation to the Trust Deed, the Notes, the  Receipts or the Coupons unless (a) it shall have been so directed by an  Extraordinary Resolution of the Noteholders or so requested in writing by the  holders of at least one-quarter in nominal amount of the Notes then  outstanding, and (b) it shall have been indemnified and/or secured to its  satisfaction; |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | (2)    | No Noteholder, Receiptholder or Couponholder shall  be entitled to proceed directly against the Issuer or the Guarantor unless  the Trustee, having become bound so to proceed, fails so to do within a  reasonable period and the failure shall be continuing.                                                                                                                                                                                                                                                                                                                                                                                                                                |

Forthe purposes of this Condition, “Indebtedness for Borrowed Money” means anypresent or future indebtedness (whether being principal, premium, interest orother amounts) for or in respect of (i) money borrowed, (ii) liabilities underor in respect of any acceptance or acceptance credit or (iii) any notes, bonds,debentures, debenture stock, loan stock or other securities offered, issued ordistributed whether by way of public offer, private placing, acquisitionconsideration or otherwise and whether issued for cash or in whole or in partfor a consideration other than cash.

## **10.       Replacementof Notes, Receipts, Coupons and Talons**

Shouldany Note, Receipt, Coupon or Talon be lost, stolen, mutilated, defaced ordestroyed, it may be replaced at the specified office of the Replacement Agentupon payment by the claimant of such costs and expenses as may be incurred inconnection therewith and on such terms as to evidence and indemnity as theIssuer and the Replacement Agent may reasonably require. Mutilated or defacedNotes, Receipts, Coupons or Talons must be surrendered before replacements willbe issued.

## **11.       Agentand Paying Agents**

Thenames of the initial Agent and the other initial Paying Agents and theirinitial specified offices are set out below.

TheIssuer and the Guarantor are entitled, with the prior written approval of theTrustee, to vary or terminate the appointment of any Paying Agent and/orappoint additional or other Paying Agents and/ or approve any change in thespecified office through which any Paying Agent acts, provided that:
| (i)    | so long as the Notes are listed on any stock  exchange or admitted to listing by any other relevant authority, there will  at all times be a Paying Agent with a specified office in such place as may  be required by the rules and regulations of the relevant stock exchange or  other relevant authority;                               |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                        |
| (ii)   | there will at all times be a Paying Agent with a  specified office in a city approved by the Trustee in continental Europe;                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                        |
| (iii)  | there will at all times be an Agent; and                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                        |
| (iv)   | the Issuer and the Guarantor undertake that they  will ensure that they maintain a Paying Agent in a Member State of the  European Union that is not obliged to withhold or deduct tax pursuant to  European Council Directive 2003/48/EC or any law implementing or complying  with, or introduced in order to conform to, such Directive. |

 

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In addition, the Issuer and the Guarantor shallforthwith appoint a Paying Agent having a specified office in New York City inthe circumstances described in the final paragraph of Condition 5(*b*). Any variation, termination, appointment or change shallonly take effect (other than in the case of insolvency, when it shall be ofimmediate effect) after not less than 30 nor more than 45 days’ prior noticethereof shall have been given to the Noteholders in accordance with Condition13.

## **12.       Exchangeof Talons**

Onand after the Interest Payment Date on which the final Coupon comprised in anyCoupon sheet matures, the Talon (if any) forming part of such Coupon sheet maybe surrendered at the specified office of the Agent or any other Paying Agentin exchange for a further Coupon sheet including (if such further Coupon sheetdoes not include Coupons to (and including) the final date for the payment ofinterest due in respect of the Note to which it appertains) a further Talon,subject to the provisions of Condition 8.

## **13.       Notices**

Allnotices regarding the Notes shall be published in a leading English languagedaily newspaper of general circulation in London. It is expected that suchpublication will be made in the *Financial Times*in London. The Issuer shall also ensure that notices are duly published in amanner which complies with the rules and regulations of any other stockexchange or other relevant authority on which the Notes are for the time beinglisted or by which they have been admitted to trading. Any such notice will bedeemed to have been given on the date of the first publication or, whererequired to be published in more than one newspaper, on the date of the firstpublication in each such newspaper or, where published in such newspapers ondifferent dates, the last date of such first publication. If publication asprovided above is not practicable, notice will be given in such other mannerand shall be deemed to have been given on such date, as the Trustee mayapprove. Receiptholders and Couponholders shall be deemed for all purposes tohave notice of the contents of any notice given to Noteholders in accordancewith this Condition.

Untilsuch time as any definitive Notes are issued, there may, so long as the globalNote(s) is or are held in its/their entirety on behalf of Euroclear andClearstream, Luxembourg, be substituted for such publication in suchnewspaper(s) the delivery of the relevant notice to Euroclear and Clearstream,Luxembourg for communication by them to the Noteholders and, in addition, forso long as any Notes are listed on a stock exchange or are admitted to tradingby another relevant authority and the rules of that stock exchange or relevantauthority so require, such notice will be published in a daily newspaper ofgeneral circulation in the place or places required by those rules.  Any such notice shall be deemed to have beengiven to the Noteholders on the seventh day after the day on which the saidnotice was given to Euroclear and Clearstream, Luxembourg.

Noticesto be given by any Noteholder shall be in writing and given by lodging thesame, together with the related Note or Notes, with the Agent. Whilst any ofthe Notes is represented by a global Note, such notice may be given by anyNoteholder to the Agent via Euroclear and/or Clearstream, Luxembourg, as thecase may be, in such manner as the Agent and Euroclear and/or Clearstream,Luxembourg, as the case may be, may approve for this purpose.

## **14.       Meetingsof Noteholders, Modification and Waiver**

TheTrust Deed contains provisions for convening meetings of the Noteholders toconsider any matter affecting their interests, including the sanctioning byExtraordinary Resolution of a modification of the Notes, the Receipts, theCoupons or any of the provisions of the Trust Deed. Such a meeting may beconvened by the Issuer or the Guarantor or by Noteholders holding not less thanfive per cent. in nominal amount of the Notes for the time being remainingoutstanding. The quorum at any such meeting for passing an ExtraordinaryResolution is one or more persons holding or representing not less than a clearmajority in nominal amount of the Notes for the time being outstanding, or atany adjourned meeting one or more persons being or representing Noteholderswhatever the nominal amount of the Notes so held or represented,

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except that at any meetingthe business of which includes the modification of certain provisions of theNotes, Receipts or Coupons or the Trust Deed (including modifying the date ofmaturity of the Notes or any date for payment of interest thereon, reducing orcancelling the amount of principal or the rate of interest payable in respectof the Notes or altering the currency of payment of the Notes, Receipts orCoupons), the quorum shall be one or more persons holding or representing notless than two-thirds in nominal amount of the Notes for the time beingoutstanding, or at any adjourned such meeting one or more persons holding orrepresenting not less than one-third in nominal amount of the Notes for thetime being outstanding. An Extraordinary Resolution passed at any meeting ofthe Noteholders shall be binding on all the Noteholders, whether or not theyare present at the meeting, and on all Receiptholders and Couponholders.

TheTrustee may agree, without the consent of the Noteholders, Receiptholders orCouponholders, to any modification (subject to certain exceptions) of, or tothe waiver or authorisation of any breach or proposed breach of, any of theseTerms and Conditions or any of the provisions of the Trust Deed, or determine,without any such consent as aforesaid, that any Event of Default or PotentialEvent of Default (as defined in the Trust Deed) shall not be treated as such,which in any such case is not, in the opinion of the Trustee, materiallyprejudicial to the interests of the Noteholders or may agree, without any suchconsent as aforesaid, to any modification which is of a formal, minor ortechnical nature or to correct a manifest error or an error which is, in theopinion of the Trustee, proven.

Anysuch modification shall be binding on the Noteholders, the Receiptholders andthe Couponholders and, unless the Trustee otherwise agrees, any suchmodification shall be notified to the Noteholders in accordance with Condition13 as soon as practicable thereafter.

Inconnection with the exercise by it of any of its trusts, powers, authoritiesand discretions (including, without limitation, any modification, waiver,authorisation or determination), the Trustee shall have regard to the generalinterests of the Noteholders as a class but shall not have regard to anyinterests arising from circumstances particular to individual Noteholders,Receiptholders or Couponholders (whatever their number) and, in particular butwithout limitation, shall not have regard to the consequences of any suchexercise for individual Noteholders, Receiptholders or Couponholders (whatevertheir number) resulting from their being for any purpose domiciled or residentin, or otherwise connected with, or subject to the jurisdiction of, anyparticular territory or any political sub-division thereof and the Trusteeshall not be entitled to require, nor shall any Noteholder, Receiptholder orCouponholder be entitled to claim, from the Issuer, the Guarantor, the Trusteeor any other person any indemnification or payment in respect of any taxconsequence of any such exercise upon individual Noteholders or Couponholdersexcept to the extent already provided for in Condition 7 and/or any undertakinggiven in addition to, or in substitution for, Condition 7 pursuant to the TrustDeed.

## **15.       FurtherIssues**

TheIssuer shall be at liberty from time to time without the consent of theNoteholders, Receiptholders or Couponholders to create and issue further noteshaving terms and conditions the same as the Notes or the same in all respectssave for the amount and date of the first payment of interest thereon and sothat the same shall be consolidated and form a single Series with theoutstanding Notes. The Trust Deed contains provisions for convening a singlemeeting of the Noteholders and the holders of Notes of other Series where theTrustee so decides.

## **16.       Consolidation,Merger and Transfer of Assets**

TheTrust Deed provides that neither the Issuer nor the Guarantor may consolidatewith, or merge into, any corporation, or transfer its assets substantially asan entirety to any person, unless (a) the successor corporation or transfereeassumes the Issuer’s or, as the case may be, the Guarantor’s obligations inrespect of the Notes, the Receipts and the Coupons and under the Trust Deed,(b) after giving effect to the relevant transaction, no Event of Default orPotential Event of Default (as defined in the Trust Deed) shall have occurredand be continuing and (c) certain other conditions set out in the Trust Deedare complied with.

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**17.          Redenomination**

(a)            Whereredenomination is specified in the applicable Final Terms as being applicable,the Issuer may, without the consent of the Noteholders, the Receiptholders andthe Couponholders, on giving prior notice to the Trustee, the Agent, Euroclearand Clearstream, Luxembourg and at least 30 days’ prior notice to theNoteholders in accordance with Condition 13, elect that, with effect from theRedenomination Date specified in the notice, the Notes shall be redenominatedin euro.

Exceptas otherwise specified in the applicable Final Terms the election will haveeffect as follows:
| (i)    | the Notes and the Receipts shall be deemed to be  redenominated in euro in the denomination of euro 0.01 with a nominal amount  for each Note and Receipt equal to the nominal amount of that Note or Receipt  in the Specified Currency, converted into euro at the Established Rate,  provided that, if the Issuer determines, with the agreement of the Agent and  with the approval of the Trustee, that the then current market practice in  respect of the redenomination in euro of internationally offered securities  is different from the provisions specified above, such provisions shall be  deemed to be amended so as to comply with such market practice and the Issuer  shall promptly notify the Noteholders, the stock exchange (if any) on which  the Notes may be listed, the Trustee and the Paying Agents of such deemed  amendments;                                                                                                                                                                                 |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (ii)   | if definitive Notes are required to be issued after  the Redenomination Date, they shall be issued at the expense of the Issuer  (i) in the case of Relevant Notes in the denomination of euro 50,000, and/or  such higher amounts as the Agent may determine and notify to the Noteholders  and any remaining amounts less than euro 50,000, shall be redeemed by the  Issuer and paid to the Noteholders in euro in accordance with Condition 5;  and (ii) in the case of Notes which are not Relevant Notes, in the denominations  of euro 1,000, euro 10,000, euro 100,000 and (but only to the extent of any  remaining amounts less than euro 1,000 or such smaller denominations as the  Agent and the Trustee may approve) euro 0.01 and such other denominations as  the Agent shall determine and notify to the Noteholders, the London Stock  Exchange, if the Notes are listed on such exchange, and the Trustee. If such  definitive Notes are issued they will be obtainable at the specified office  of the Replacement Agent; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (iii)  | save to the extent that an Exchange Notice has been  given in accordance with paragraph (v) below, the amount of interest due in  respect of the Notes will be calculated by reference to the aggregate nominal  amount of Notes presented (or, as the case may be, in respect of which  Coupons are presented) for payment by the relevant holder and the amount of  such payment shall be rounded down to the nearest euro 0.01;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (iv)   | after the Redenomination Date, all payments in  respect of the Notes, the Receipts and the Coupons other than payments of  interest in respect of periods commencing before the Redenomination Date,  will be made solely in euro as though references in the Notes to the  Specified Currency were to euro. Payments will be made in euro by credit or  transfer to a euro account (or any other account to which euro may be  credited or transferred) specified by the payee or, at the option of the  payee, by a euro cheque;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (v)    | if issued prior to the Redenomination Date, all  unmatured Coupons denominated in the Specified Currency (whether or not  attached to the Notes) will become void with effect from the date on which  the Issuer gives notice (the “Exchange Notice”) that replacement  euro-denominated Notes, Receipts and Coupons are available for exchange  (provided that such securities are so available) and no payments will be made  in respect of them. The payment obligations contained in any Notes and  Receipts so issued will                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

 

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|        | also become void on that date although those Notes  and Receipts will continue to constitute valid exchange obligations of the  Issuer. New euro-denominated Notes, Receipts and Coupons will be issued in  exchange for Notes, Receipts and Coupons denominated in the Specified  Currency in such manner as the Agent may specify and as shall be notified to  the Noteholders in the Exchange Notice and to the London Stock Exchange, if  the Notes are listed on such exchange. If such new euro-denominated Notes are  issued they will be obtainable at the specified office of the Replacement  Agent. No Exchange Notice may be given less than 15 days prior to any date  for payment of principal or interest on the Notes;                                                        |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (vi)   | if the Notes are Fixed Rate Notes and interest for  any period ending on or after the Redenomination Date is required to be  calculated for a period ending other than on an Interest Payment Date, it  will be calculated by applying the Rate of Interest to each Specified  Denomination, multiplying such sum by the applicable Day Count Fraction, and  rounding the resultant figure to the nearest sub-unit of the relevant  Specified Currency, half of any such sub-unit being rounded upwards or  otherwise in accordance with applicable market convention;                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (vii)  | if the Notes are Floating Rate Notes the applicable  Final Terms specifies any relevant changes to the provisions relating to  interest; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (viii) | such other changes shall be made to these Terms and  Conditions and/or the Trust Deed and/or the Agency Agreement as the Issuer  may decide, after consultation with the Agent and with the prior written  approval of the Trustee, and as may be specified in the notice, to conform  them to conventions then applicable to instruments denominated in euro or to  enable the Notes to be consolidated with one or more issues of other notes,  whether or not originally denominated in the Specified Currency or euro. Any  such other changes will not take effect until after they have been notified  to the Noteholders in accordance with Condition 13. The Issuer will also  notify the London Stock Exchange of any other such changes, if the Notes are  listed on such exchange. |

*(b)       Definitions*

Inthese Conditions, the following expressions have the following meanings:

“EstablishedRate” means the rate for the conversion of the Specified Currency (includingcompliance with rules relating to roundings in accordance with applicableEuropean Community regulations) into euro established by the Council of theEuropean Union pursuant to Article 123 of the Treaty;

“euro”means the currency introduced at the start of the third stage of Europeaneconomic and monetary union pursuant to the Treaty;

“RedenominationDate” means (in the case of interest bearing Notes) any date for payment ofinterest under the Notes or (in the case of Zero Coupon Notes) any date, in eachcase specified by the Issuer in the notice given to the Noteholders pursuant toparagraph (a) above which falls on or after the date on which the country ofthe Specified Currency first participates in the third stage of Europeaneconomic and monetary union;

“RelevantNotes” means all Notes where the applicable Final Terms provide for a minimumSpecified Denomination in the Specified Currency which is equivalent to atleast euro 50,000 and which are admitted to trading on a regulated market inthe European Economic Area; and

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“Treaty”means the Treaty establishing the European Communities, as amended by theTreaty on European Union and the Treaty of Amsterdam.

## **18.       Indemnificationof the Trustee and its contracting with the Issuer and the Guarantor**

TheTrust Deed contains provisions for the indemnification of the Trustee and forits relief from responsibility, including provisions relieving it from takingaction unless indemnified and/or secured to its satisfaction.

TheTrust Deed also contains provisions pursuant to which the Trustee is entitled, *inter alia*, (i) to enter into business transactions with theIssuer and/or the Guarantor and/or any of the Issuer’s other Subsidiaries andto act as trustee for the holders of any other securities issued or guaranteedby, or relating to, the Issuer and/or the Guarantor and/or any of the Guarantor’sother Subsidiaries, (ii) to exercise and enforce its rights, comply with itsobligations and perform its duties under or in relation to any suchtransactions or, as the case may be, any such trusteeship without regard to theinterests of, or consequences for, the Noteholders, Receiptholders orCouponholders, and (iii) to retain and not be liable to account for any profitmade or any other amount or benefit received thereby or in connectiontherewith.

## **19.       Contracts(Rights of Third Parties) Act 1999**

Norights are conferred on any person under the Contracts (Rights of ThirdParties) Act 1999 to enforce any term of this Note, but this does not affectany right or remedy of any person which exists or is available apart from thatAct.

## **20.       Governinglaw and submission to jurisdiction**

(a)              The Trust Deed,the Notes, the Receipts and the Coupons are governed by, and shall be construedin accordance with, English law.

(b)            Each of the Issuerand the Guarantor has in the Trust Deed agreed, for the exclusive benefit ofthe Trustee, the Noteholders, the Receiptholders and the Couponholders that thecourts of England are to have jurisdiction to settle any disputes which mayarise out of or in connection with the Trust Deed, the Notes, the Receiptsand/or the Coupons and that accordingly any suit, action or proceedings(together referred to as “Proceedings”) arising out of or in connection withthe Trust Deed, the Notes, the Receipts and/or the Coupons may be brought insuch courts.

Eachof the Issuer and the Guarantor has in the Trust Deed irrevocably waived anyobjection which it may have now or hereafter to the laying of the venue of anysuch Proceedings in any such court and any claim that any such Proceedings havebeen brought in an inconvenient forum and has in the Trust Deed furtherirrevocably agreed that a judgment in any such Proceedings brought in theEnglish courts shall be conclusive and binding upon it and may be enforced inthe courts of any other jurisdiction.

Nothingcontained in this Condition shall limit any right to take Proceedings againstthe Issuer or the Guarantor in any other court of competent jurisdiction, norshall the taking of Proceedings in one or more jurisdictions preclude thetaking of Proceedings in any other jurisdiction, whether concurrently or not.

Eachof the Issuer and the Guarantor has in the Trust Deed appointed GLNRepresentatives Limited at its registered office (being at 31 August, 2006 at20th Floor, City Point, 1 Ropemaker Street, London EC2Y 9HT, England) as itsagent for service of process, and undertaken that, in the event of GLNRepresentatives Limited ceasing so to act or ceasing to be registered inEngland, it will appoint another person as its agent for service of process inEngland in respect of any Proceedings.

Nothingherein shall affect the right to serve proceedings in any other mannerpermitted by law.

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**AGENT**

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

**OTHER PAYING AGENT**

Deutsche Bank Luxembourg S.A.

2 Boulevard Konrad Adenauer

L-115 Luxembourg

Grand Duchy ofLuxembourg

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**SCHEDULE2**

**FORMS OF GLOBAL AND DEFINITIVE NOTES, RECEIPT, COUPON,TALON AND CERTIFICATE**

**PART 1**

**FORM OF TEMPORARY GLOBAL NOTE**

**[ANYUNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITEDSTATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THEUNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](1)**

**[BYACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT AUNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION6049(b)(4) OF THE INTERNAL REVENUE CODE OF THE UNITED STATES AND THEREGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITEDSTATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4)OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).](2)**

**COUNTRYWIDE FINANCIAL CORPORATION**

**(theIssuer)**

(*incorporatedwith limited liability in the State of Delaware*)

Unconditionally and irrevocably guaranteed by

**COUNTRYWIDE HOME LOANS, INC.**

(*incorporatedwith limited liability in the State of New York*)

**TEMPORARY GLOBAL NOTE**

This Note is a TemporaryGlobal Note in respect of a duly authorised issue of Notes of the Issuer (the **Notes**) of the Nominal Amount, Specified Currency(ies) andSpecified Denomination(s) as are specified in the Final Terms applicable to theNotes (the **Final Terms**), a copy of which isannexed hereto.  References herein to theConditions shall be to the Terms and Conditions of the Notes as set out inSchedule 1 to the Trust Deed (as defined below) as supplemented, replaced andmodified by the Final Terms but, in the event of any conflict between theprovisions of the said Conditions and the information in the Final Terms, theFinal Terms will prevail.  Words andexpressions defined in the Conditions shall bear the same meanings when used inthis Global Note.  This Global Note isissued subject to, and with the benefit of, the Conditions and a Trust Deed(such Trust Deed as modified and/or supplemented and/or restated from time totime, the **Trust Deed**) dated 15 August 2005 andmade between the Issuer, Countrywide Home Loans, Inc. as guarantor and DeutscheTrustee Company Limited as trustee for the holders of the Notes.

The Issuer, subject ashereinafter provided and subject to and in accordance with the Conditions andthe Trust Deed, promises to pay to the bearer hereof on each Instalment Date(if the Notes are repayable in instalments) and on the Maturity Date and/or onsuch earlier date(s) as all or any of the Notes represented by this Global Notemay become due and repayable in accordance with the Conditions and the TrustDeed, the amount payable under the Conditions in respect of such Notes on eachsuch date and to pay interest (if any) on the nominal amount of the Notes fromtime to time represented by this Global Note calculated and payable as providedin the Conditions and the Trust Deed together with any other sums payable underthe

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(1)                                  Toappear on Notes with a maturity of more than 183 days.

(2)           To appear on Noteswith a maturity of 183 days or less.

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Conditions and the TrustDeed, upon presentation and, at maturity, surrender of this Global Note to orto the order of the Agent  or any of theother Paying Agents located outside the United States, its territories andpossessions (except as provided in the Conditions) from time to time appointedby the Issuer in respect of the Notes.

If the Final Terms indicatethat this Global Note is intended to be a New Global Note, the nominal amountof Notes represented by this Global Note shall be the aggregate amount fromtime to time entered in the records of both Euroclear Bank S.A./N.V. (**Euroclear**) and Clearstream Banking, société anonyme **(Clearstream, Luxembourg** and together with Euroclear, the**relevant Clearing Systems). **Therecords of the relevant Clearing Systems (which expression in this Global Notemeans the records that each relevant Clearing System holds for its customerswhich reflect the amount of each such customer’s interest in the Notes) shallbe conclusive evidence of the nominal amount of Notes represented by thisGlobal Note and, for these purposes, a statement issued by a relevant ClearingSystem (which statement shall be made available to the bearer upon request)stating the nominal amount of Notes represented by this Global Note at any timeshall be conclusive evidence of the records of the relevant Clearing System atthat time.

If the Final Terms indicatethat this Global Note is not intended to be a New Global Note, the nominalamount of the Notes represented by this Global Note shall be the amount statedin the applicable Final Terms or, if lower, the nominal amount most recentlyentered by or on behalf of the Issuer in the relevant column in Part II, III,or IV of Schedule One hereto or in Schedule Two hereto.

On any redemption of, orpayment of an instalment or interest being made in respect of, or purchase and cancellationof, any of the Notes represented by this Global Note the Issuer shall procurethat:

(i)                                      if the Final Terms indicate that this Global Note is intended to be aNew Global Note, details of such redemption, payment or purchase andcancellation (as the case may be) shall be entered pro rata in the records ofthe relevant Clearing Systems, and, upon any such entry being made, the nominalamount of the Notes recorded in the records of the relevant Clearing Systemsand represented by this Global Note shall be reduced by the aggregate nominalamount of the Notes so redeemed or purchased and cancelled or by the aggregateamount of such instalment so paid; or

(ii)                                   if the Final Terms indicate that this Global Note is not intended to bea New Global Note, details of such redemption, payment or purchase andcancellation (as the case may be) shall be entered by or on behalf of theIssuer in Schedule One hereto, and the relevant space in Schedule One heretorecording any such redemption, payment or purchase and cancellation (as thecase may be) shall be signed by or on behalf of the Issuer.  Upon any such redemption, payment of aninstalment or purchase and cancellation, the nominal amount of this Global Noteand the Notes represented by this Global Note shall be reduced by the nominalamount of such Notes so redeemed or purchased and cancelled or the amount ofsuch instalment so paid.

Payments due in respect ofNotes for the time being represented by this Global Note shall be made to thebearer of this Global Note and each payment so made will discharge the Issuer’sobligations in respect thereof.  Anyfailure to make entries referred to above shall not affect such discharge.

Payments of principal andinterest (if any) due prior to the Exchange Date (as defined below) will onlybe made to the bearer hereof to the extent that there is presented to the Agentby a relevant Clearing System , a certificate to the effect that it hasreceived from or in respect of a person entitled to a beneficial interest in aparticular nominal amount of the Notes represented by this Global Note (asshown by its records) a certificate of non-US beneficial ownership in the formprovided and required by such Clearing System. The bearer of this Global Note will not (unless upon due presentation ofthis Global Note for exchange, delivery of the appropriate number of DefinitiveNotes (together, if applicable, with the Receipts, Coupons and Talonsappertaining thereto in or substantially in the forms set out in Parts 3, 4, 5and 6 of Schedule 2 to the Trust Deed) or, as the case may be, issue anddelivery (or, as the case may be, endorsement) of the

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Permanent Global Note isimproperly withheld or refused and such withholding or refusal is continuing atthe relevant payment date) be entitled to receive any payment hereon due on orafter the Exchange Date.

On or after the date (the **Exchange Date**) which is 40 days after the Issue Date, thisGlobal Note may be exchanged (free of charge) in whole or in part for, asspecified in the Final Terms, either (a) Definitive Notes and (if applicable)Receipts, Coupons and/or Talons (on the basis that all the appropriate detailshave been included on the face of such Definitive Notes and (if applicable)Receipts, Coupons and/or Talons and the relevant information supplementing,replacing or modifying the Conditions appearing in the Final Terms has beenendorsed on or attached to such Definitive Notes) or (b) either (if the FinalTerms indicate that this Global Note is intended to be a New Global Note)interests recorded in the records of the relevant Clearing Systems in aPermanent Bearer Global Note or (if the Final Terms indicate that this GlobalNote is not intended to be a New Global Note) a Permanent Bearer Global Note,which, in either case, is in or substantially in the form set out in Part 2 ofSchedule 2 to the Trust Deed (together with the Final Terms attached thereto),and furthermore in each case upon notice being given by a relevant ClearingSystem acting on the instructions of any holder of an interest in this GlobalNote.

If Definitive Notes and (ifapplicable) Receipts, Coupons and/or Talons have already been issued inexchange for all the Notes represented for the time being by the PermanentGlobal Note, then this Global Note may only thereafter be exchanged forDefinitive Notes and (if applicable) Receipts, Coupons and/or Talons pursuantto the terms hereof.  This Global Notemay be exchanged by the bearer hereof on any day (other than a Saturday orSunday) on which banks are open for general business in London.

The Issuer shall procurethat Definitive Notes or (as the case may be) interests in the Permanent GlobalNote shall be issued and delivered and (in the case of the Permanent GlobalNote where the Final Terms indicates that this Global Note is intended to be aNew Global Note) interests in the Permanent Global Note shall be recorded inthe records of the relevant Clearing Systems in exchange for only that portionof this Global Note in respect of which there shall have been presented to theAgent by the relevant Clearing System, a certificate to the effect that it hasreceived from or in respect of a person entitled to a beneficial interest in aparticular nominal amount of the Notes represented by this Global Note (asshown by its records) a certificate of non-US beneficial ownership in the formprovided and required by such Clearing System.

On an exchange of the wholeof this Global Note, this Global Note shall be surrendered to or to the orderof the Agent. On an exchange of part only of this Global Note, the Issuer shallprocure that:

(i)                                      if the Final Terms indicate that this Global Note is intended to be aNew Global Note, details of such exchange shall be entered pro rata in therecords of the relevant Clearing Systems such that the nominal amount of Notesrepresented by this Global Note shall be reduced by the nominal amount of thisGlobal Note so exchanged; or

(ii)                                   if the Final Terms indicate that this Global Note is not intended to bea New Global Note, details of such exchange shall be entered by or on behalf ofthe Issuer in Schedule Two hereto, and the relevant space in Schedule Twohereto recording such exchange shall be signed by or on behalf of the Issuer,whereupon the nominal amount of this Global Note and the Notes represented bythis Global Note shall be reduced by the nominal amount of this Global Note soexchanged.  On any exchange of thisGlobal Note for a Permanent Global Note, details of such exchange shall also beentered by or on behalf of the Issuer in Schedule Two to the Permanent GlobalNote and the relevant space in Schedule Two to the Permanent Global Noterecording such exchange shall be signed by or on behalf of the Issuer.

Until the exchange of thewhole of this Global Note, the bearer of this Global Note shall in all respects(except as otherwise provided herein) be entitled to the same benefits as if hewere the bearer of Definitive Notes and the relative Receipts, Coupons and/orTalons (if any) in the form(s) set out in Parts 3, 4, 5 and 6 (as applicable)of Schedule 2 to the Trust Deed.

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Each person who is for the time being shown in therecords of the relevant Clearing System as the holder of a beneficial interestin a particular nominal amount of the Notes represented by this Global Note (inwhich regard any certificate or other document issued by the relevant ClearingSystem as to the nominal amount of such Notes standing to the account of anyperson shall be conclusive and binding for all purposes, save in the case ofmanifest error) shall be treated by the Issuer, the Trustee, the Agent and anyother Paying Agent as the holder of such nominal amount of such Notes for allpurposes, other than with respect to the payment of principal and interest onsuch nominal amount of such Notes, the right to which shall be vested, asagainst the Issuer, solely in the bearer of this Global Note in accordance withand subject to the terms of this Global Note and the Trust Deed.

This Global Note is governedby, and shall be construed in accordance with, English law.

This Global Note shall notbe valid unless authenticated by Deutsche Bank AG, London Branch as Agent and,if the Final Terms indicate that this Global Note is intended to be a NewGlobal Note (i) which is intended to be held in a manner which would allowEurosystem eligibility or (ii) in respect of which the Issuer has notified theAgent that effectuation is to be applicable, effectuated by the entityappointed as Common Safekeeper by the relevant Clearing System.

No rights are conferred onany person under the Contracts (Rights ofThird Parties) Act 1999 to enforce any term of this Global Note, but this doesnot affect any right or remedy of any person which exists or is available apartfrom that Act.

**INWITNESS** whereof the Issuer has caused this Global Noteto be signed manually or in facsimile by two persons duly authorised on itsbehalf.

**COUNTRYWIDE FINANCIAL CORPORATION**
| By:                                      |                 |   | By:    |   |   |
|------------------------------------------|----------------------|--------|--------|--------|--------|
| **Duly  Authorised**                     | **Duly  Authorised** |
| Authenticated without recourse, warranty |                 |
| or liability by Deutsche Bank AG, London |                 |
| Branch as Agent.                         |                 |
|                                     |                 |
| By:                                      |                 |   |   |
| **Authorised  Officer**                  |                 |
| ** **                               |                 |
| [Effectuated without recourse,           |                 |
| warranty or liability by                 |                 |
|                                     |                 |
|                                     |                 |   |
| as Common Safekeeper                     |                 |
|                                     |                 |
| By:                                      | ](1)                 |

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(1)           This should only be completed where the final Termsindicates that this Global Note is intended to be a New Global Note.

 

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**Schedule One***

**PART I**

**INTEREST PAYMENTS**
| **Date made** | ** ** | **Interest Payment  Date** | ** ** | **Total amount of  interest payable** | ** ** | **Amount of  interest paid** | ** ** | **Confirmation of  payment by or  on behalf of the  Issuer** |
|---------------|------------|----------------------------|------------|---------------------------------------|------------|------------------------------|------------|--------------------------------------------------------------|
|          |       |                       |       |                                  |       |                         |       |                                                         |
|          |       |                       |       |                                  |       |                         |       |                                                         |

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*             Schedule One should only be completedwhere the Final Terms indicates that this Global Note is not intended to be aNew Global Note.

 

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**PART II**

**PAYMENT OF INSTALMENT AMOUNTS**
| **Date  made** | ** ** | **Total amount of  Instalment  Amounts payable** | ** ** | **Amount of  Instalment  Amounts paid** | ** ** | **Remaining  nominal amount  of this Global  Note following  such payment*** | ** ** | **Confirmation of  payment by or on  behalf of the  Issuer** |
|----------------|------------|--------------------------------------------------|------------|-----------------------------------------|------------|------------------------------------------------------------------------------|------------|--------------------------------------------------------------|
|           |       |                                             |       |                                    |       |                                                                         |       |                                                         |
|           |       |                                             |       |                                    |       |                                                                         |       |                                                         |

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*              See most recententry in Part II, III or IV or Schedule Two in order to determine this amount.

 

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**PART III**

**REDEMPTIONS**
| **Date  made** | ** ** | **Total amount  of principal  payable** | ** ** | **Amount of  principal paid** | ** ** | **Remaining nominal  amount of this  Global Note  following such  redemption*** | ** ** | **Confirmation of  redemption by or on  behalf of the Issuer** |
|----------------|------------|-----------------------------------------|------------|-------------------------------|------------|---------------------------------------------------------------------------------|------------|----------------------------------------------------------------|
|           |       |                                    |       |                          |       |                                                                            |       |                                                           |
|           |       |                                    |       |                          |       |                                                                            |       |                                                           |

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*                                         See most recent entry in Part II, III or IVor Schedule Two in order to determine this amount.

 

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**PART IV**

**PURCHASES AND CANCELLATIONS**
| **Date  made** | ** ** | **Part of nominal amount  of this Global Note  purchased and cancelled** | ** ** | **Remaining nominal  amount of this Global  Note following such  purchase and  cancellation*** | ** ** | **Confirmation of  purchase and  cancellation by or on  behalf of the Issuer** |
|----------------|------------|--------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------|
|           |       |                                                                     |       |                                                                                           |       |                                                                           |
|           |       |                                                                     |       |                                                                                           |       |                                                                           |

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*                                      Seemost recent entry in Part II, III or IV or Schedule Two in order to determinethis amount.

 

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**Schedule Two***

**EXCHANGESFOR DEFINITIVE NOTES OR PERMANENT GLOBAL NOTE**

The following exchanges of a part of this Global Notefor Definitive Notes or a part of a Permanent Global Note have been made:
| **Date  made** | ** ** | **Nominal amount of this  Global Note exchanged  for Definitive Notes or a  part of a Permanent  Global Note** | ** ** | **Remaining nominal  amount of this Global  Note following such  exchange*** | ** ** | **Notation made by or on  behalf of the Issuer** |
|----------------|------------|----------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------|------------|--------------------------------------------------|
|           |       |                                                                                                           |       |                                                                         |       |                                             |
|           |       |                                                                                                           |       |                                                                         |       |                                             |

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*                                      ScheduleTwo should only be completed where the Final Terms indicates that this GlobalNote is not intended to be a New Global Note.

*                                      Seemost recent entry in Part II, III or IV of Schedule One or in this Schedule Twoin order to determine this amount.

 

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**PART 2**

**FORM OF PERMANENT GLOBAL NOTE**

**[ANYUNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES)WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITEDSTATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j)AND 1287(a) OF THE INTERNAL REVENUE CODE.](1)**

**[BYACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT AUNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION6049(b)(4) OF THE INTERNAL REVENUE CODE OF THE UNITED STATES AND THEREGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITEDSTATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4)OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).](2)**

**COUNTRYWIDEFINANCIAL CORPORATION**

**(the Issuer)**

(*incorporatedwith limited liability in the State of Delaware*)

Unconditionally and irrevocably guaranteed by

**COUNTRYWIDE HOME LOANS, INC.**

(*incorporatedwith limited liability in the State of New York*)

**PERMANENT GLOBAL NOTE**

This Note is a PermanentGlobal Note in respect of a duly authorised issue of Notes of the Issuer (the **Notes**) of the Nominal Amount, Specified Currency(ies) andSpecified Denomination(s) as are specified in the Final Terms applicable to theNotes (the **Final Terms**), a copy of which isannexed hereto.  References herein to theConditions shall be to the Terms and Conditions of the Notes as set out inSchedule 1 to the Trust Deed (as defined below) as supplemented, replaced andmodified by the Final Terms but, in the event of any conflict between theprovisions of the said Conditions and the information in the Final Terms, theFinal Terms will prevail.  Words andexpressions defined in the Conditions shall bear the same meanings when used inthis Global Note.  This Global Note is issuedsubject to, and with the benefit of, the Conditions and a Trust Deed (suchTrust Deed as modified and/or supplemented and/or restated from time to time,the **Trust****Deed**)dated 15 August 2005 and made between the Issuer, Countrywide Home Loans, Inc.as guarantor and Deutsche Trustee Company Limited as trustee for the holders ofthe Notes.

The Issuer, subject to andin accordance with the Conditions and the Trust Deed, promises to pay to thebearer hereof on each Instalment Date (if the Notes are repayable ininstalments) and on the Maturity Date and/or on such earlier date(s) as all orany of the Notes represented by this Global Note may become due and repayablein accordance with the Conditions and the Trust Deed, the amount payable underthe Conditions in respect of such Notes on each such date and to pay interest(if any) on the nominal amount of the Notes from time to time represented bythis Global Note calculated and payable as provided in the Conditions and theTrust Deed together with any other sums payable under the Conditions and theTrust Deed, upon presentation and, at maturity, surrender of this Global Noteto or to the order of the Agent  or anyof the other Paying Agents located outside the United States, its territoriesand possessions (except as provided in the Conditions) from time to timeappointed by the Issuer in respect of the Notes.

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(1)          To appear on Notes with amaturity of more than 183 days.

(2)                                  Toappear on Notes with a maturity of 183 days or less.

 

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If the Final Terms indicate that this Global Note is intended to be aNew Global Note, the nominal amount of Notes represented by this Global Noteshall be the aggregate amount from time to time entered in the records of bothEuroclear Bank S.A./N.V. **(Euroclear)** andClearstream Banking, société anonyme **(Clearstream, Luxembourg**and together with Euroclear, the **relevant ClearingSystems).**  The records of therelevant Clearing Systems (which expression in this Global Note means therecords that each relevant Clearing System holds for its customers whichreflect the amount of each such customer’s interest in the Notes) shall beconclusive evidence of the nominal amount of Notes represented by this GlobalNote and, for these purposes, a statement issued by a relevant Clearing System(which statement shall be made available to the bearer upon request) statingthe nominal amount of Notes represented by this Global Note at any time shallbe conclusive evidence of the records of the relevant Clearing Systems at thattime.

If the Final Terms indicatethat this Global Note is not intended to be a New Global Note, the nominalamount of the Notes represented by this Global Note shall be the amount statedin the applicable Final Terms or, if lower, the nominal amount most recentlyentered by or on behalf of the Issuer in the relevant column in Part II, PartIII, or Part IV of Schedule One hereto or in Schedule Two hereto.

On any redemption of, orpayment of an instalment or interest being made in respect of, or purchase andcancellation of, any of the Notes represented by this Global Note the Issuershall procure that:

(i)                                    if the Final Terms indicate that this Global Note is intended to be aNew Global Note, details of such redemption, payment or purchase andcancellation (as the case may be) shall be entered pro rata in the records ofthe relevant Clearing Systems and, upon any such entry being made, the nominalamount of the Notes recorded in the records of the relevant Clearing Systemsand represented by this Global Note shall be reduced by the aggregate nominalamount of the Notes so redeemed or purchased and cancelled or by the aggregateamount of such instalment so paid; or

(ii)                                 if the Final Terms indicate that this Global Note is not intended to bea New Global Note, details of such redemption, payment or purchase andcancellation (as the case may be) shall be entered by or on behalf of theIssuer in Schedule One hereto, and the relevant space in Schedule One heretorecording any such redemption, payment or purchase and cancellation (as thecase may be) shall be signed by or on behalf of the Issuer.  Upon any such redemption, payment of aninstalment or purchase and cancellation, the nominal amount of this Global Noteand the Notes represented by this Global Note shall be reduced by the nominalamount of such Notes so redeemed or purchased and cancelled or the amount ofsuch instalment so paid.

Payments due in respect ofNotes for the time being represented by this Global Note shall be made to thebearer of this Global Note and each payment so made will discharge the Issuer’sobligations in respect thereof and any failure to make entries referred toabove shall not affect such discharge.

If the Notes represented bythis Global Note were, on issue, represented by a Temporary Global Note then onany exchange of such Temporary Global Note for this Global Note or any parthereof, the Issuer shall procure that:

(iii)                              if the Final Terms indicate that this Global Note is intended to be aNew Global Note, details of such exchange shall be entered in the records ofthe relevant Clearing Systems such that the nominal amount of Notes representedby this Global Note shall be increased by the nominal amount of the TemporaryGlobal Note so exchanged; or

(iv)                                             if the Final Termsindicate that this Global Note is not intended to be a New Global Note, detailsof such exchange shall be entered by or on behalf of the Issuer in Schedule Twohereto, and the relevant space in Schedule Two hereto recording such exchangeshall be signed by or on behalf of the Issuer, whereupon the nominal amount ofthis Global Note and the Notes represented by this Global Note shall beincreased by the nominal amount of the Temporary Global Note so exchanged.

 

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In certain circumstances further notes may be issuedwhich are intended on issue to be consolidated and form a single Series withthe Notes.  In such circumstances theIssuer shall procure that:

(i)                                    if the applicable Final Terms indicate that this Global Note is intendedto be a New Global Note, details of such further notes may be entered in therecords of the relevant Clearing Systems such that the nominal amount of thisGlobal Note and the Notes represented by this Global Note may be increased bythe amount of such further notes so issued; or

(ii)                                                 if the applicableFinal Terms indicate that this Global Note is not intended to be a New GlobalNote, shall be entered by or on behalf of the Issuer in Schedule Two hereto,and the relevant space in Schedule Two recording such exchange shall be signedby or on behalf of the Issuer, whereupon the nominal amount of this Global Noteand the Notes represented by this Global Note shall be increased by the nominalamount of any further Temporary Global Note so exchanged.

This Global Note may beexchanged (free of charge) in whole, but not in part, for Definitive Notes and(if applicable) Receipts, Coupons and/or Talons in or substantially in theforms set out in Parts 3, 4, 5 and 6 of Schedule 2 to the Trust Deed (on thebasis that all the appropriate details have been included on the face of suchDefinitive Notes and (if applicable) Receipts, Coupons and/or Talons and the relevantinformation supplementing, replacing or modifying the Conditions appearing inthe Final Terms has been endorsed on or attached to such Definitive Notes)either, as specified in the applicable Final Terms:

(i)                                    upon not less than 60 days’ written notice being given to the Agent bythe relevant Clearing System   (acting onthe instructions of any holder of an interest in this Global Note) or theTrustee; or

(ii)                                 in the case of Notes with a maturity of 183 days or less only upon theoccurrence of an Exchange Event.

An **Exchange Event**means:

(1)                                 an Event of Default has occurred and is continuing;

(2)                                 the Issuer has been notified that the relevant Clearing Systems havebeen closed for business for a continuous period of 14 days (other than byreason of holiday, statutory or otherwise) or have announced an intentionpermanently to cease business or have in fact done so and no successor clearingsystem satisfactory to the Trustee is available; or

(3)                                 the Issuer has or will become obliged to pay additional amounts asprovided for or referred to in Condition 7 which would not be requiredwere the Notes in definitive form.

Upon the occurrence of an Exchange Event:

(i)                                    the Issuer will promptly give notice to Noteholders in accordance withCondition 13 upon the occurrence of such Exchange Event; and

(ii)                                 one or more of the relevant Clearing Systems (acting on the instructionsof any holder of an interest in this Global Note) or the Trustee may givenotice to the Agent requesting exchange and, in the event of the occurrence ofan Exchange Event as described in (3) above, the Issuer may also give notice tothe Agent requesting exchange.  Any suchexchange shall occur on a date specified in the notice not later than 60 daysafter the date of receipt of the first relevant notice by the Agent.

The first notice requestingexchange in accordance with the above provisions shall give rise to the issueof Definitive Notes for the total nominal amount of Notes represented by thisGlobal Note.

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Any such exchange as aforesaid will be made by thebearer of this Global Note on any day other than a Saturday or a Sunday onwhich banks are open for business in London.

The aggregate nominal amountof Definitive Notes issued upon an exchange of this Global Note will be equalto the aggregate nominal amount of this Global Note.  Upon exchange of this Global Note forDefinitive Notes, the Agent shall cancel it or procure that it is cancelled.

Until the exchange of thewhole of this Global Note as aforesaid, the bearer hereof shall (subject as providedin the next paragraph) in all respects be entitled to the same benefits as ifhe were the bearer of Definitive Notes and the relative Receipts, Couponsand/or Talons (if any) in the form(s) set out in Parts 3, 4, 5 and 6 (asapplicable) of Schedule 2 to the Trust Deed.

Each person who is for thetime being shown in the records of the relevant Clearing System as the holderof a beneficial interest in a particular nominal amount of the Notesrepresented by this Global Note (in which regard any certificate or otherdocument issued by the relevant Clearing System as to the nominal amount ofsuch Notes standing to the account of any person shall be conclusive andbinding for all purposes, save in the case of manifest error) shall be treatedby the Issuer, the Trustee, the Agent and any other Paying Agent as the holderof such nominal amount of such Notes for all purposes, other than with respectto the payment of principal and interest on such nominal amount of such Notes,the right to which shall be vested, as against the Issuer, solely in the bearerof this Global Note in accordance with and subject to the terms of this GlobalNote and the Trust Deed.

This Global Note is governedby, and shall be construed in accordance with, English law.

This Global Note shall notbe valid unless authenticated by Deutsche Bank AG, London Branch as Agent and,if the Final Terms indicate that this Global Note is intended to be a NewGlobal Note (i) which is intended to be held in a manner which would allowEurosystem eligibility or (ii) in respect of which the Issuer has notified theAgent that effectuation is to be applicable, effectuated by the entityappointed as Common Safekeeper by the relevant Clearing Systems.

No rights are conferred onany person under the Contracts (Rights ofThird Parties) Act 1999 to enforce any term of this Global Note, but this doesnot affect any right or remedy of any person which exists or is available apartfrom that Act.

**INWITNESS** whereof the Issuer has caused this Global Noteto be signed manually or in facsimile by two persons duly authorised on itsbehalf.

**COUNTRYWIDE FINANCIAL CORPORATION**
| By:                                                       |                 |       | By:    |   |   |
|-----------------------------------------------------------|----------------------|------------|--------|--------|--------|
| **Duly  Authorised**                                      | **Duly  Authorised** | ** ** |
| ** **                                                | ** **           | ** ** |
| ** **                                                | ** **           | ** ** |
| Authenticated without recourse, warranty or  liability by |                 |
| Deutsche Bank AG, London Branch                           |                 |
| as Agent.                                                 |                 |
|                                                      |                 |
| By:                                                       |                 |       |   |
| **Authorised  Officer**                                   |                 |
| ** **                                                |                 |
| [Effectuated without recourse,                            |                 |
| warranty or liability by                                  |                 |
|                                                      |                 |
| as Common Safekeeper                                      |                 |
| By:                                                       |                 | ](1)       |   |   |
|                                                           |                      |            |        |        |        |  |  |  |  |

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(1) This should only be completed where the final Terms indicate thatthis Global Note is intended to be a New Global Note.

 

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**Schedule One***

**PART I**

**INTEREST PAYMENTS**
| **Date made** | ** ** | **Interest Payment  Date** | ** ** | **Total amount of  interest payable** | ** ** | **Amount of  interest paid** | ** ** | **Confirmation of  payment by or  on behalf of the  Issuer** |
|---------------|------------|----------------------------|------------|---------------------------------------|------------|------------------------------|------------|--------------------------------------------------------------|
|          |       |                       |       |                                  |       |                         |       |                                                         |
|          |       |                       |       |                                  |       |                         |       |                                                         |

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*                    Schedule Oneshould only be completed where the Final Terms indicate that this Global Noteis not intended to be a New Global Note.

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**PART II**

**PAYMENT OF INSTALMENT AMOUNTS**
| **Date  made** | ** ** | **Total amount  of Instalment  Amounts payable** | ** ** | **Amount of  Instalment  Amounts paid** | ** ** | **Remaining  nominal amount  of this Global  Note following  such payment*** | ** ** | **Confirmation of  payment by or on  behalf of the Issuer** |
|----------------|------------|--------------------------------------------------|------------|-----------------------------------------|------------|------------------------------------------------------------------------------|------------|-------------------------------------------------------------|
|           |       |                                             |       |                                    |       |                                                                         |       |                                                        |
|           |       |                                             |       |                                    |       |                                                                         |       |                                                        |

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*              See most recent entry in Part II,III or IV or Schedule Two in order to determine this amount.

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**PART III**

**REDEMPTIONS**
| **Date  made** | ** ** | **Total amount  of principal  payable** | ** ** | **Amount of  principal paid** | ** ** | **Remaining nominal  amount of this  Global Note  following such  redemption*** | ** ** | **Confirmation of  redemption by or on  behalf of the Issuer** |
|----------------|------------|-----------------------------------------|------------|-------------------------------|------------|---------------------------------------------------------------------------------|------------|----------------------------------------------------------------|
|           |       |                                    |       |                          |       |                                                                            |       |                                                           |
|           |       |                                    |       |                          |       |                                                                            |       |                                                           |

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*              See most recent entry in Part II,III or IV or Schedule Two in order to determine this amount.

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**PART IV**

**PURCHASES AND CANCELLATIONS**
| **Date  made** | ** ** | **Part of nominal amount  of this Global Note  purchased and cancelled** | ** ** | **Remaining nominal  amount of this Global  Note following such  purchase and  cancellation*** | ** ** | **Confirmation of  purchase and  cancellation by or on  behalf of the Issuer** |
|----------------|------------|--------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------|
|           |       |                                                                     |       |                                                                                           |       |                                                                           |
|           |       |                                                                     |       |                                                                                           |       |                                                                           |

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*              See most recent entry in Part II,III or IV or Schedule Two in order to determine this amount.

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**Schedule Two***

**EXCHANGES**
| **Date made** | ** ** | **Nominal amount of  Temporary Global Note  exchanged for this  Global Note** | ** ** | **Increased nominal  amount of this Global  Note following such  exchange*** | ** ** | **Notation made by or  on behalf of the  Issuer** |
|---------------|------------|-------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------|------------|---------------------------------------------------|
|          |       |                                                                          |       |                                                                         |       |                                              |
|          |       |                                                                          |       |                                                                         |       |                                              |

----

*                                         ScheduleTwo should only be completed where the Final Terms indicate that this GlobalNote is not intended to be a New Global Note.

*                                         See most recent entry in Part II, III or IV of Schedule One or in thisSchedule Two in order to determine this amount.

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**PART 3**

**FORM OF DEFINITIVE NOTE**

**[ANYUNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITEDSTATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THEUNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](1)**

**[BYACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT AUNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION6049(b)(4) OF THE INTERNAL REVENUE CODE OF THE UNITED STATES AND THEREGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITEDSTATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4)OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).](2)**

**COUNTRYWIDEFINANCIAL CORPORATION**

**(the Issuer)**

(*incorporatedwith limited liability in the State of Delaware*)

Unconditionally and irrevocably guaranteed by

**COUNTRYWIDE HOME LOANS, INC.**

(*incorporatedwith limited liability in the State of New York*)

**[Specified Currency and NominalAmount of Tranche]**

**NOTES DUE**

**[Year ofMaturity]**

This Note is one of a Seriesof Notes of [Specified Currency(ies) and Specified Denomination(s)] each of theIssuer (**Notes**). References herein to the Conditions shall be to the Terms and Conditions[endorsed hereon/set out in Schedule 1 to the Trust Deed (as defined below)which shall be incorporated by reference herein and have effect as if set outherein] as supplemented, replaced and modified by the relevant information(appearing in the Final Terms (the **Final Terms**))endorsed hereon but, in the event of any conflict between the provisions of thesaid Conditions and such information in the Final Terms, such information willprevail.  Words and expressions definedin the Conditions shall bear the same meanings when used in this Note.  This Note is issued subject to, and with thebenefit of, the Conditions and a Trust Deed (such Trust Deed as modified and/orsupplemented and/or restated from time to time, the **Trust Deed**)dated 15 August 2005 and made between the Issuer, Countrywide Home Loans, Inc.as guarantor and Deutsche Trustee Company Limited as trustee for the holders ofthe Notes.

The Issuer, subject to andin accordance with the Conditions and the Trust Deed, promises to pay to thebearer hereof on [each Instalment Date and] the Maturity Date or on suchearlier date as this Note may become due and repayable in accordance with theConditions and the Trust Deed, the amount payable on redemption of this Noteand to pay interest (if any) on the nominal amount of this Note calculated andpayable as provided in the Conditions and the Trust Deed together with anyother sums payable under the Conditions and the Trust Deed.

This Note shall not be validunless authenticated by Deutsche Bank AG, London Branch as Agent.

**INWITNESS** whereof this Note has been executed on behalfof the Issuer.

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(1)                                  To appear on all Notes with a maturity of more than 183 days.

(2)                                  To appear on all Notes with a maturity of 183 days or less.

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**COUNTRYWIDE FINANCIAL CORPORATION**
| By:                                                       | ** **           | ** ** | **By:** | ** ** | ** ** |
|-----------------------------------------------------------|----------------------|------------|---------|------------|------------|
| **Duly Authorised**                                       | **Duly  Authorised** |
| ** **                                                | ** **           |
| Authenticated without  recourse, warranty or liability by |                 |
| Deutsche Bank  AG, London Branch                          |                 |
| as Agent.                                                 |                 |
|                                                      |                 |
| By:                                                       |                 |       |    |
| **Authorised Officer**                                    | ** **           |
|                                                           |                      |            |         |            |            |  |  |

 

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[**Conditions**]

[Conditions to be as set outin Schedule 1 to this Trust Deed or such other form as may be agreed betweenthe Issuer, the Agent, the Trustee and the relevant Dealer(s), but shall not beendorsed if not required by the relevant Stock Exchange]

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**Final Terms**

[Here to be set out the text of the relevantinformation supplementing,

replacing or modifying the Conditions which appearsin the

Final Terms relatingto the Notes]

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**PART 4**

**FORM OF RECEIPT**

**COUNTRYWIDEFINANCIAL CORPORATION**

**[SpecifiedCurrency and Nominal Amount of Tranche]NOTES DUE[Year of Maturity]**

**Series No.[       ]**

Receipt for the sum of[       ] being the instalment of principalpayable in accordance with the Terms and Conditions applicable to the Note towhich this Receipt appertains (the **Conditions**) on[           ].

This Receipt is issued subject to and in accordancewith the Conditions which shall be binding upon the holder of this Receipt(whether or not it is for the time being attached to such Note) and is payableat the specified office of any of the Paying Agents set out on the reverse ofthe Note to which this Receipt appertains (and/or any other or further PayingAgents and/or specified offices as may from time to time be duly appointed andnotified to the Noteholders).

This Receipt must be presented for payment togetherwith the Note to which it appertains. The Issuer shall have no obligation in respect of any Receipt presentedwithout the Note to which it appertains or any unmatured Receipts.

[**ANY UNITED STATES PERSON(AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THISOBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAXLAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THEINTERNAL REVENUE CODE.**](1)

[**BY ACCEPTING THISOBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATESPERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THEINTERNAL REVENUE CODE OF THE UNITED STATES AND THE REGULATIONS THEREUNDER) ANDTHAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN ANEXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODEAND THE REGULATIONS THEREUNDER).**](2)

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(1)             To appear on allReceipts appertaining to Notes with a maturity of more than 183 days.

(2)             Toappear on all Receipts appertaining to Notes with a maturity of 183 days orless.

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**PART 5**

**FORM OF COUPON**

Onthe front:

**COUNTRYWIDE FINANCIAL CORPORATION**

**[SpecifiedCurrency and Nominal Amount of Tranche]NOTES DUE[Year of Maturity]**

**Series No.[       ]**

[Couponappertaining to a Note in the denomination of [Specified Currency and SpecifiedDenomination]].(1)

**Part A**

[**For Fixed Rate Notes:**
| This  Coupon is payable to bearer, separately   negotiable and subject to the Terms and   Conditions of the said Notes. | Coupon for   [          ]   due on [       ],  [      ]] |
|-------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

**Part B**

[**For Floating Rate Notes or Indexed Interest Notes:**

Couponfor the amount due in accordance withthe Terms and Conditions endorsed on,attached to or incorporated by referenceinto the said Notes on [the Interest PaymentDate falling in [     ][     ]/[   ]].

ThisCoupon is payable to bearer, separatelynegotiable and subject to such Terms andConditions, under which it may become voidbefore its due date.]

[**ANY UNITED STATES PERSON(AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THISOBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAXLAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THEINTERNAL REVENUE CODE.**](2)

[**BY ACCEPTING THISOBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATESPERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THEINTERNAL REVENUE CODE OF THE UNITED STATES AND THE REGULATIONS THEREUNDER) ANDTHAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN ANEXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODEAND THE REGULATIONS THEREUNDER).**](3)

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(1)             Delete where theNotes are all of the same denomination.

(2)             To appear on allCoupons appertaining to Notes with a maturity of more than 183 days.

(1)             To appear on all Coupons appertaining toNotes with a maturity of 183 days or less.

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**PART 6**

**FORM OF TALON**

Onthe front:

**COUNTRYWIDE FINANCIALCORPORATION**

**[SpecifiedCurrency and Nominal Amount of Tranche]NOTES DUE[Year of Maturity]**

**Series No.[       ]**

[Talon appertaining to a Note in the denomination of[Specified Currency and Specified Denomination]](1).

On and after[              ]further Coupons [and a further Talon](2) appertaining to the Note to which thisTalon appertains will be issued at the specified office of any of the PayingAgents set out on the reverse hereof (and/or any other or further Paying Agentsand/or specified offices as may from time to time be duly appointed andnotified to the Noteholders) upon production and surrender of this Talon.

This Talon may, in certain circumstances, become voidunder the Terms and Conditions endorsed on the Note to which this Talonappertains.

[**ANY UNITED STATES PERSON(AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THISOBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAXLAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THEINTERNAL REVENUE CODE.**](3)

[**BY ACCEPTING THISOBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATESPERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THEINTERNAL REVENUE CODE OF THE UNITED STATES AND THE REGULATIONS THEREUNDER) ANDTHAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN ANEXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODEAND THE REGULATIONS THEREUNDER).**](4)

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(1)             Delete where theNotes are all of the same denomination.

(2)             Not required on lastCoupon sheet.

(3)             [To appear on allTalons appertaining to Notes with a maturity of more than 183 days.]

(4)             [To appear on all Talons appertaining toNotes with a maturity of 183 days or less.]

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Onthe back of Receipts, Coupons and Talons:

**AGENT**

**DEUTSCHEBANK AG, LONDON BRANCH**WinchesterHouse1 Great Winchester StreetLondon EC2N 2DB

**OTHER PAYING AGENT**

**Deutsche Bank Luxembourg S.A.2, Boulevard Konrad AdenauerL-1115 LuxembourgGrand Duchy of Luxembourg**

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**SCHEDULE 3**

**PROVISIONS FORMEETINGS OF NOTEHOLDERS**

1.                                       (A)          As used in this Schedule the followingexpressions shall have the following meanings unless the context otherwiserequires:

(i)                                     **votingcertificate** shall mean an English language certificate issued bya Paying Agent and dated in which it is stated:

(a)                                  that on the datethereof Notes (whether in definitive form or represented by a Global Note andnot being Notes in respect of which a block voting instruction has been issuedand is outstanding in respect of the meeting specified in such votingcertificate or any adjourned such meeting) were deposited with such PayingAgent or (to the satisfaction of such Paying Agent) were held to its order orunder its control or blocked in an account with a clearing system and that nosuch Notes will cease to be so deposited or held or blocked until the first tooccur of:

(1)                                  the conclusion ofthe meeting specified in such certificate or, if later, of any adjourned suchmeeting; and

(2)                                  the surrender ofthe certificate to the Paying Agent who issued the same; and

(b)                                 that the bearerthereof is entitled to attend and vote at such meeting and any adjourned suchmeeting in respect of the Notes represented by such certificate;

(ii)                                  **blockvoting instruction** shall mean a dated English language document issuedby a Paying Agent in which:

(a)                                  it is certifiedthat Notes (whether in definitive form or represented by a Global Note and notbeing Notes in respect of which a voting certificate has been issued and isoutstanding in respect of the meeting specified in such block votinginstruction and any adjourned such meeting) have been deposited with suchPaying Agent or (to the satisfaction of such Paying Agent) were held to itsorder or under its control or blocked in an account with a clearing system andthat no such Notes will cease to be so deposited or held or blocked until thefirst to occur of:

(1)                                  the conclusion ofthe meeting specified in such document or, if later, of any adjourned suchmeeting; and

(2)                                  the surrender tothe Paying Agent not less than 48 hours before the time for which suchmeeting or any adjourned such meeting is convened of the receipt issued by suchPaying Agent in respect of each such deposited Note which is to be released or(as the case may require) the Note or Notes ceasing with the agreement of thePaying Agent to be held to its order or under its control or so blocked and thegiving of notice by the Paying Agent to the Issuer in accordance withparagraph 17 hereof of the necessary amendment to the block votinginstruction;

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(b)                                 it is certifiedthat each holder of such Notes has instructed such Paying Agent that thevote(s) attributable to the Note or Notes so deposited or held or blockedshould be cast in a particular way in relation to the resolution or resolutionsto be put to such meeting or any adjourned such meeting and that all suchinstructions are during the period commencing 48 hours prior to the timefor which such meeting or any adjourned such meeting is convened and ending atthe conclusion or adjournment thereof neither revocable nor capable ofamendment;

(c)                                  the aggregateprincipal amount of the Notes so deposited or held or blocked are listeddistinguishing with regard to each such resolution between those in respect ofwhich instructions have been given as aforesaid that the votes attributablethereto should be cast in favour of the resolution and those in respect of whichinstructions have been so given that the votes attributable thereto should becast against the resolution; and

(d)                                 one or morepersons named in such document (each hereinafter called a **proxy**)is or are authorised and instructed by such Paying Agent to cast the votesattributable to the Notes so listed in accordance with the instructionsreferred to in (c) above as set out in such document;

(iii)                               **24 hours** shall mean aperiod of 24 hours including all or part of a day upon which banks are open forbusiness in both the place where the relevant meeting is to be held and in eachof the places where the Paying Agents have their specified offices(disregarding for this purpose the day upon which such meeting is to be held)and such period shall be extended by one period or, to the extent necessary,more periods of 24 hours until there is included as aforesaid all or part of aday upon which banks are open for business in all of the places as aforesaid;and

(iv)                              **48 hours** shall mean aperiod of 48 hours including all or part of two days upon which banks are openfor business both in the place where the relevant meeting is to be held and ineach of the places where the Paying Agents have their specified offices(disregarding for this purpose the day upon which such meeting is to be held)and such period shall be extended by one period or, to the extent necessary,more periods of 24 hours until there is included as aforesaid all or part oftwo days upon which banks are open for business in all of the places asaforesaid.

(B)                                A holder of aNote (whether in definitive form or represented by a Global Note) may obtain avoting certificate in respect of such Note from a Paying Agent or require aPaying Agent to issue a block voting instruction in respect of such Note bydepositing such Note with such Paying Agent or (to the satisfaction of suchPaying Agent) by such Note being held to its order or under its control orbeing blocked in an account with a clearing system, in each case not less than48 hours before the time fixed for the relevant meeting and on the terms setout in subparagraph (A)(i)(a) or (A)(ii)(a) above (as the case may be), and (inthe case of a block voting instruction) instructing such Paying Agent to theeffect set out in subparagraph (A)(ii)(b) above.  The holder of any voting certificate or theproxies named in any block voting instruction shall for all purposes inconnection with the relevant meeting or adjourned meeting of Noteholders bedeemed to be the holder of the Notes to which such voting certificate or blockvoting instruction relates and the Paying Agent with which such Notes have beendeposited or the person holding the same to the order or under the control ofsuch Paying Agent or the clearing system in which such Notes have been blockedshall be deemed for such purposes not to be the holder of those Notes.

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2.                                       The Issuer, theGuarantor or the Trustee may at any time and the Issuer shall upon arequisition in writing in the English language signed by the holders of notless than five per cent. in nominal amount of the Notes for the time beingoutstanding, convene a meeting of the Noteholders and if the Issuer makesdefault for a period of seven days in convening such a meeting the same may beconvened by the Trustee or the requisitionists. Every such meeting shall be held at such time and place as the Trusteemay appoint or approve.

3.                                       At least21 days’ notice (exclusive of the day on which the notice is given and theday on which the meeting is to be held) specifying the place, day and hour ofmeeting shall be given to the holders of the relevant Notes prior to anymeeting of such holders in the manner provided by Condition 13.  Such notice, which shall be in the Englishlanguage, shall state generally the nature of the business to be transacted atthe meeting thereby convened but (except for an Extraordinary Resolution) itshall not be necessary to specify in such notice the terms of any resolution tobe proposed.  Such notice shall includestatements, if applicable, to the effect that Notes may, not less than 48 hoursbefore the time fixed for the meeting, be deposited with Paying Agents or (totheir satisfaction) held to their order or under their control or blocked in anaccount with a clearing system for the purpose of obtaining voting certificatesor appointing proxies.  A copy of thenotice shall be sent by post to the Trustee (unless the meeting is convened bythe Trustee), to the Issuer (unless the meeting is convened by the Issuer) andto the Guarantor (unless the meeting is convened by the Guarantor).

4.                                       A person (who maybut need not be a Noteholder) nominated in writing by the Trustee shall beentitled to take the chair at the relevant meeting or adjourned meeting but ifno such nomination is made or if at any meeting or adjourned meeting the personnominated shall not be present within 15 minutes after the time appointed forholding the meeting or adjourned meeting the Noteholders present shall chooseone of their number to be Chairman, failing which the Issuer may appoint aChairman.  The Chairman of an adjournedmeeting need not be the same person as was Chairman of the meeting from whichthe adjournment took place.

5.                                       At any suchmeeting one or more persons present holding Definitive Notes or votingcertificates or being proxies and holding or representing in the aggregate notless than one-twentieth of the nominal amount of the Notes for the time beingoutstanding shall (except for the purpose of passing an ExtraordinaryResolution) form a quorum for the transaction of business and no business(other than the choosing of a Chairman) shall be transacted at any meetingunless the requisite quorum be present at the commencement of the relevantbusiness.  The quorum at any such meetingfor passing an Extraordinary Resolution shall (subject as provided below) beone or more persons present holding Definitive Notes or voting certificates orbeing proxies and holding or representing in the aggregate a clear majority innominal amount of the Notes for the time being outstanding PROVIDED THAT at anymeeting the business of which includes any of the following matters (each ofwhich shall, subject only to Clause 19(B)(ii), only be capable of beingeffected after having been approved by Extraordinary Resolution) namely:

(i)                                     reduction orcancellation of the amount payable or, where applicable, modification, exceptwhere such modification is in the opinion of the Trustee bound to result in anincrease, of the method of calculating the amount payable or modification ofthe date of payment or, where applicable, of the method of calculating the dateof payment in respect of any principal or interest in respect of the Notes;

(ii)                                  alteration of thecurrency in which payments under the Notes, Receipts and Coupons are to bemade;

(iii)                               alteration of themajority required to pass an Extraordinary Resolution;

(iv)                              the sanctioningof any such scheme or proposal as is described in paragraph 18(I) below;and

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(v)                                 alteration ofthis proviso or the proviso to paragraph 6 below;

the quorum shall be one or more persons presentholding Definitive Notes or voting certificates or being proxies and holding orrepresenting in the aggregate not less than two-thirds of the nominal amount ofthe Notes for the time being outstanding.

6.                                       If within 15minutes (or such longer period not exceeding 30 minutes as the Chairman maydecide) after the time appointed for any such meeting a quorum is not presentfor the transaction of any particular business, then, subject and withoutprejudice to the transaction of the business (if any) for which a quorum ispresent, the meeting shall if convened upon the requisition of Noteholders bedissolved.  In any other case it shallstand adjourned to the same day in the next week (or if such day is a publicholiday the next succeeding business day) at the same time and place (except inthe case of a meeting at which an Extraordinary Resolution is to be proposed inwhich case it shall stand adjourned for such period, being not less than 13clear days nor more than 42 clear days, and to such place as may beappointed by the Chairman either at or subsequent to such meeting and approvedby the Trustee).  If within 15 minutes(or such longer period not exceeding 30 minutes as the Chairman may decide)after the time appointed for any adjourned meeting a quorum is not present forthe transaction of any particular business, then, subject and without prejudiceto the transaction of the business (if any) for which a quorum is present, theChairman may either (with the approval of the Trustee) dissolve such meeting oradjourn the same for such period, being not less than 13 clear days (butwithout any maximum number of clear days), and to such place as may beappointed by the Chairman either at or subsequent to such adjourned meeting andapproved by the Trustee, and the provisions of this sentence shall apply to allfurther adjourned such meetings.  At anyadjourned meeting one or more persons present holding Definitive Notes of therelevant one or more Series or voting certificates or being proxies (whateverthe nominal amount of the Notes so held or represented by them) shall (subjectas provided below) form a quorum and shall have power to pass any ExtraordinaryResolution or other resolution and to decide upon all matters which couldproperly have been dealt with at the meeting from which the adjournment tookplace had the requisite quorum been present PROVIDED THAT at any adjournedmeeting the quorum for the transaction of business comprising any of thematters specified in the proviso to paragraph 5 above shall be one or morepersons present holding Definitive Notes or voting certificates or beingproxies and holding or representing in the aggregate not less than one-third ofthe nominal amount of the Notes for the time being outstanding.

7.                                       Notice of anyadjourned meeting at which an Extraordinary Resolution is to be submitted shallbe given in the same manner as notice of an original meeting but as if10 were substituted for 21 in paragraph 3 above and such noticeshall state the relevant quorum.  Subjectas aforesaid it shall not be necessary to give any notice of an adjournedmeeting.

8.                                       Every questionsubmitted to a meeting shall be decided in the first instance by a show ofhands and in case of equality of votes the Chairman shall both on a show ofhands and on a poll have a casting vote in addition to the vote or votes (ifany) to which he may be entitled as a Noteholder or as a holder of a votingcertificate or as a proxy.

9.                                       At any meetingunless a poll is (before or on the declaration of the result of the show ofhands) demanded by the Chairman, the Issuer, the Guarantor, the Trustee or anyperson present holding a Definitive Note of the relevant Series or a votingcertificate or being a proxy (whatever the nominal amount of the Notes so heldor represented by him) a declaration by the Chairman that a resolution has beencarried or carried by a particular majority or lost or not carried by aparticular majority shall be conclusive evidence of the fact without proof ofthe number or proportion of the votes recorded in favour of or against suchresolution.

10.                                 Subject toparagraph 12 below, if at any such meeting a poll is so demanded it shallbe taken in such manner and subject as hereinafter provided either at once orafter an adjournment as the Chairman 

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directs and the result of such poll shall be deemed to be the resolutionof the meeting at which the poll was demanded as at the date of the taking ofthe poll.  The demand for a poll shallnot prevent the continuance of the meeting for the transaction of any businessother than the motion on which the poll has been demanded.

11.                                 The Chairman maywith the consent of (and shall if directed by) any such meeting adjourn thesame from time to time and from place to place but no business shall betransacted at any adjourned meeting, except business which might lawfully (butfor lack of required quorum) have been transacted at the meeting from which theadjournment took place.

12.                                 Any poll demandedat any such meeting on the election of a Chairman or on any question ofadjournment shall be taken at the meeting without adjournment.

13.                                 The Trustee andits lawyers and any director, officer or employee of a corporation being atrustee of these presents and any director or officer of the Issuer or, as thecase may be, the Guarantor and its or their lawyers and any other personauthorised so to do by the Trustee may attend and speak at any meeting.  Save as aforesaid, but without prejudice tothe proviso to the definition of “outstanding” in Clause 1, no personshall be entitled to attend and speak, nor shall any person be entitled to voteat any meeting of Noteholders or join with others in requesting the conveningof such a meeting or to exercise the rights conferred on Noteholders byCondition 9 unless he either produces the Definitive Note or DefinitiveNotes of which he is the holder or a voting certificate or is a proxy.  No person shall be entitled to vote at anymeeting in respect of Notes held by, for the benefit of, or on behalf of, theIssuer, the Guarantor or any other Subsidiary of the Issuer.  Nothing herein shall prevent any of theproxies named in any block voting instruction from being a director, officer orrepresentative of or otherwise connected with the Issuer or the Guarantor.

14.                                 Subject asprovided in paragraph 13 hereof at any meeting:

(A)                              on a show ofhands every person who is present in person and produces a Definitive Note orvoting certificate or is a proxy shall have one vote; and

(B)                                on a poll everyperson who is so present shall have one vote in respect of each U.S.$1 or suchother amount as the Trustee may in its absolute discretion stipulate (or, inthe case of meetings of holders of Notes denominated in another currency, suchamount in such other currency as the Trustee in its absolute discretion maystipulate) in nominal amount of the Definitive Notes so produced or representedby the voting certificate so produced or in respect of which he is a proxy.

Without prejudice to the obligations of the proxiesnamed in any block voting instruction any person entitled to more than one voteneed not use all his votes or cast all the votes to which he is entitled in thesame way.

15.                                 The proxies namedin any block voting instruction need not be Noteholders.

16.                                 Each block votinginstruction together (if so requested by the Trustee) with proof satisfactoryto the Trustee of its due execution on behalf of the relevant Paying Agentshall be deposited by the relevant Paying Agent at such place as the Trusteeshall approve not less than 24 hours before the time appointed for holdingthe meeting or adjourned meeting at which the proxies named in the block votinginstruction propose to vote and in default the block voting instruction shallnot be treated as valid unless the Chairman of the meeting decides otherwisebefore such meeting or adjourned meeting proceeds to business.  A notarially certified copy of each blockvoting instruction shall be deposited with the Trustee before the commencementof the meeting or adjourned meeting but the Trustee shall not thereby beobliged to investigate or be concerned with the validity of or the authority ofthe proxies named in any such block voting instruction.

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17.                                 Any vote given inaccordance with the terms of a block voting instruction shall be validnotwithstanding the previous revocation or amendment of the block votinginstruction or of any of the relevant Noteholders’ instructions pursuant towhich it was executed provided that no intimation in writing of such revocationor amendment shall have been received from the relevant Paying Agent by theIssuer at its principal office (or such other place as may have been requiredor approved by the Trustee for the purpose) by the time being 24 hours and48 hours respectively before the time appointed for holding the meeting oradjourned meeting at which the block voting instruction is to be used.

18.                                 A meeting of theNoteholders shall in addition to the powers hereinbefore given have thefollowing powers exercisable only by Extraordinary Resolution (subject to theprovisions relating to quorum contained in paragraphs 5 and 6 above)namely:

(A)                              Power to sanctionany compromise or arrangement proposed to be made between the Issuer, theGuarantor, the Trustee, any Appointee and the Noteholders, Receiptholders andCouponholders or any of them.

(B)                                Power to sanctionany abrogation, modification, compromise or arrangement in respect of therights of the Trustee, any Appointee, the Noteholders, the Receiptholders,Couponholders, the Issuer, the Guarantor or against any other or others of themor against any of their property whether such rights shall arise under thesepresents or otherwise.

(C)                                Power to assentto any modification of the provisions of these presents which shall be proposedby the Issuer, the Guarantor, the Trustee or any Noteholder.

(D)                               Power to give anyauthority or sanction which under the provisions of these presents is requiredto be given by Extraordinary Resolution.

(E)                                 Power to appointany persons (whether Noteholders or not) as a committee or committees torepresent the interests of the Noteholders and to confer upon such committee orcommittees any powers or discretions which the Noteholders could themselvesexercise by Extraordinary Resolution.

(F)                                 Power to approveof a person to be appointed a trustee and power to remove any trustee ortrustees for the time being of these presents.

(G)                                Power todischarge or exonerate the Trustee and/or any Appointee from all liability inrespect of any act or omission for which the Trustee and/or such Appointee mayhave become responsible under these presents.

(H)                               Power toauthorise the Trustee and/or any Appointee to concur in and execute and do allsuch deeds, instruments, acts and things as may be necessary to carry out andgive effect to any Extraordinary Resolution.

(I)                                    Power to sanctionany scheme or proposal for the exchange or sale of the Notes for or theconversion of the Notes into or the cancellation of the Notes in considerationof shares, stock, notes, bonds, debentures, debenture stock and/or otherobligations and/or securities of the Issuer or any other company formed or tobe formed, or for or into or in consideration of cash, or partly for or into orin consideration of such shares, stock, notes, bonds, debentures, debenturestock and/or other obligations and/or securities as aforesaid and partly for orinto or in consideration of cash and for the appointment of some person withpower on behalf of the Noteholders to execute an instrument of transfer of theRegistered Notes held by them in favour of the persons with or to whom theNotes are to be exchanged or sold respectively.

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19.                                 Any resolutionpassed at a meeting of the Noteholders duly convened and held in accordancewith these presents shall be binding upon all the Noteholders whether presentor not present at such meeting and whether or not voting and upon allReceiptholders and Couponholders and each of them shall be bound to give effectthereto accordingly and the passing of any such resolution shall be conclusiveevidence that the circumstances justify the passing thereof.  Notice of the result of the voting on anyresolution duly considered by the Noteholders shall be published in accordancewith Condition 13 by the Issuer within 14 days of such result beingknown PROVIDED THAT the non-publication of such notice shall not invalidatesuch result.

20.                                 The expression **Extraordinary Resolution** when used in these presents means(a) a resolution passed at a meeting of the Noteholders duly convened and heldin accordance with these presents by a majority consisting of not less thanthree-fourths of the persons voting thereat upon a show of hands or if a pollis duly demanded by a majority consisting of not less than three-fourths of thevotes cast on such poll; or (b) a resolution in writing signed by or on behalfof all the Noteholders, which resolution in writing may be contained in onedocument or in several documents in like form each signed by or on behalf ofone or more of the Noteholders.

21.                                 Minutes of allresolutions and proceedings at every meeting of the Noteholders shall be madeand entered in books to be from time to time provided for that purpose by theIssuer and any such minutes as aforesaid if purporting to be signed by theChairman of the meeting at which such resolutions were passed or proceedingstransacted shall be conclusive evidence of the matters therein contained anduntil the contrary is proved every such meeting in respect of the proceedingsof which minutes have been made shall be deemed to have been duly held andconvened and all resolutions passed or proceedings transacted thereat to havebeen duly passed or transacted.

22.                                 (A)          If and whenever the Issuer shall haveissued and have outstanding Notes of more than one Series the foregoingprovisions of this Schedule shall have effect subject to the followingmodifications:

(i)                                     a resolutionwhich in the opinion of the Trustee affects the Notes of only one Series shallbe deemed to have been duly passed if passed at a separate meeting of theholders of the Notes of that Series;

(ii)                                  a resolutionwhich in the opinion of the Trustee affects the Notes of more than one Seriesbut does not give rise to a conflict of interest between the holders of Notesof any of the Series so affected shall be deemed to have been duly passed ifpassed at a single meeting of the holders of the Notes of all the Series soaffected;

(iii)                               a resolutionwhich in the opinion of the Trustee affects the Notes of more than one Seriesand gives or may give rise to a conflict of interest between the holders of theNotes of one Series or group of Series so affected and the holders of the Notesof another Series or group of Series so affected shall be deemed to have beenduly passed only if passed at separate meetings of the holders of the Notes ofeach Series or group of Series so affected; and

(iv)                              to all suchmeetings all the preceding provisions of this Schedule shall *mutatis mutandis* apply as though references therein to Notesand Noteholders were references to the Notes of the Series or group of Seriesin question or to the holders of such Notes, as the case may be.

(B)                                If the Issuershall have issued and have outstanding Notes which are not denominated in U.S.dollars in the case of any meeting of holders of Notes of more than onecurrency the principal amount of such Notes shall (i) for the purposes ofparagraph 2 above be the equivalent in U.S. dollars at the spot rate of abank nominated by the Trustee for the 

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conversion of the relevant currency or currencies into U.S. dollars onthe seventh dealing day prior to the day on which the requisition in writing isreceived by the Issuer and (ii) for the purposes of paragraphs 5, 6and 14 above (whether in respect of the meeting or any adjourned such meetingor any poll resulting therefrom) be the equivalent at such spot rate on theseventh dealing day prior to the day of such meeting.  In such circumstances, on any poll eachperson present shall have one vote for each U.S.$1 (or such other U.S. dollaramount as the Trustee may in its absolute discretion stipulate) in principalamount of the Notes (converted as above) which he holds or represents.

23.                                 Subject to allother provisions of these presents the Trustee may without the consent of anyof the Issuer, the Guarantor, the Noteholders, the Receiptholders or theCouponholders prescribe such further regulations regarding the requisitioningand/or the holding of meetings of Noteholders and attendance and voting thereatas the Trustee may in its sole discretion think fit.

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**SIGNATORIES**
| **EXECUTED as a DEED by**             | **)**              |                    |
|---------------------------------------|--------------------|-------------------------|
| **COUNTRYWIDE FINANCIAL CORPORATION** | **)**              |                    |
| acting by                             | )                  | **JENNIFER S SANDEFUR** |
| acting under the authority of that    | )                  |                    |
| company in the presence of:           | )                  |                    |
|                                  | ** **         | ** **              |
| Witness’s Signature:             | ** **         | **KEITH JACKSON**       |
|                                  | ** **         | ** **              |
| Name:                                 | ** **         | **KEITH JACKSON**       |
|                                  | ** **         | ** **              |
| Address:                              | ** **         | **5220 LAS VIRGENES**   |
| ** **                            |               | **CALABEIAS, CA 91302** |
|                                  | ** **         | ** **              |
| Occupation:                           | ** **         | **ATTORNEY**            |
| ** **                            |               |                    |
| **EXECUTED as a DEED by**             | )                  |                    |
| **COUNTRYWIDE HOME LOANS,**           | )                  |                    |
| **INC.**acting by                     | )                  | **JENNIFER S SANDEFUR** |
| acting under the authority of that    | )                  |                    |
| company in the presence of:           | )                  |                    |
|                                  | ** **         | ** **              |
| Witness’s Signature:             | ** **         | **KEITH JACKSON**       |
|                                  | ** **         | ** **              |
| Name:                                 | ** **         | **KEITH JACKSON**       |
|                                  | ** **         | ** **              |
| Address:                              | ** **         | **5220 LAS VIRGENES**   |
| ** **                            |               | **CALABEIAS, CA 91302** |
|                                  | ** **         | ** **              |
| Occupation:                           | ** **         | **ATTORNEY**            |
| ** **                            |               |                    |
| **THE COMMON SEAL**of**DEUTSCHE**     | )                  |                    |
| **TRUSTEE COMPANY LIMITED**           | )                  |                    |
| was affixed to this deed in           | )                  | **SEAL**                |
| the presence of:                      | )                  |                    |
|                                  | ** **         | ** **              |
|                                  | Director           | ** **              | **SALLY WALKER** |
|                                  |               | ** **              | ** ** |
|                                  | Associate Director | ** **              | **SINEAD CLERKIN** |

 

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| ** ** | **TRUST DEED**                                                     |
|------------|--------------------------------------------------------------------|
|       |                                                               |
|       |                                                               |
|       | dated 15 August  2005 and amended and  restated on 31 August 2006  |
| ** ** | ** **                                                         |
| ** ** | ** **                                                         |
| ** ** | **COUNTRYWIDE  FINANCIAL  CORPORATION**                            |
| ** ** | ** **                                                         |
| ** ** | ** **                                                         |
| ** ** | **and**                                                            |
|       | ** **                                                         |
|       | ** **                                                         |
|       | **COUNTRYWIDE  HOME LOANS,  INC.**                                 |
|       | ** **                                                         |
|       | ** **                                                         |
|       | **and**                                                            |
|       | ** **                                                         |
|       | ** **                                                         |
|       | **DEUTSCHE  TRUSTEE COMPANY  LIMITED**                             |
|       | ** **                                                         |
|       | ** **                                                         |
|       | relating to a  U.S.$5,000,000,000  Euro Medium Term Note Programme |

 

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**SIGNATORIES**
| **EXECUTED** as a **DEED** by                                                                          | )                   |                |
|--------------------------------------------------------------------------------------------------------|---------------------|---------------------|
| **COUNTRYWIDE FINANCIAL CORPORATION**                                                                  | )                   |                |
| acting by                                                                                              | )                   | JENNIFER S SANDEFUR |
| acting under the authority of that                                                                     | )                   |                |
| company in the presence of:                                                                            | )                   |                |
|                                                                                                   | ** **          | ** **          |
| Witness’s Signature:                                                                              | ** **          | DEREK W STARK       |
|                                                                                                   | ** **          | ** **          |
| Name:                                                                                                  | ** **          | DEREK W STARK       |
|                                                                                                   | ** **          | ** **          |
| Address:                    | ** **          | 4500 PARK GRANADA   |
|                                                                                                   | ** **          | CALABASAS CA 91302  |
| ** **                                                                                             |                |                |
| Occupation:                                                                                            |                | ATTORNEY            |
| ** **                                                                                             |                |                |
| **EXECUTED** as a **DEED**by                                                                           | )                   |                |
| **COUNTRYWIDE HOME LOANS**,                                                                            | )                   |                |
| **INC.** acting by                                                                                     | )                   | JENNIFER S SANDEFUR |
| acting under the authority of that                                                                     | )                   | ** **          |
| company in the presence of:                                                                            | )                   | ** **          |
|                                                                                                   | ** **          | ** **          |
| Witness’s Signature:                                                                              | ** **          | DEREK W STARK       |
| ** **                                                                                             |                |                |
| Name:                                                                                                  | ** **          | DEREK W STARK       |
| ** **                                                                                             |                |                |
| Address:**               ** |                | 4500 PARK GRANADA   |
|                                                                                                   | ** **          | CALABASAS CA 91302  |
|                                                                                                   |                |                |
| Occupation:                                                                                            |                | ATTORNEY            |
|                                                                                                   |                |                |
| **THE COMMON SEAL**of **DEUTSCHE**                                                                     | )                   |                |
| **TRUSTEE COMPANY LIMITED**                                                                            | )                   |                |
| was affixed to this deed in                                                                            | )                   | SEAL                |
| the presence of:                                                                                       | )                   | ** **          |
|                                                                                                   |                | ** **          | ** ** |
|                                                                                                   | Assistant Secretary | ** **          | ALAN COLLETTI |
|                                                                                                   |                | ** **          | ** ** |
|                                                                                                   | Associate Director  | ** **          | SALLY WALLER |

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|            | **DATED 31 AUGUST 2006**                                                                                                                |
|------------|-----------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                              |
| ** ** | **COUNTRYWIDE FINANCIAL CORPORATION  as Issuer**                                                                                        |
| ** ** | ** **                                                                                                                              |
| ** ** | **and**                                                                                                                                 |
| ** ** | ** **                                                                                                                              |
| ** ** | **COUNTRYWIDE HOME LOANS, INC.  as Guarantor**                                                                                          |
| ** ** | ** **                                                                                                                              |
| ** ** | **and**                                                                                                                                 |
| ** ** | ** **                                                                                                                              |
| ** ** | **DEUTSCHE TRUSTEE COMPANY LIMITED  as Trustee**                                                                                        |
| ** ** | ** **                                                                                                                              |
| ** ** | ** **                                                                                                                              | ** ** | ** ** |
| ** ** | ** **                                                                                                                              |
| ** ** | **FIRST SUPPLEMENTAL TRUST DEED**                                                                                                       |
| ** ** | ** **                                                                                                                              |
| ** ** | **modifying and restating the provisions of the  Trust Deed dated 15 August 2005  U.S.$5,000,000,000  Euro Medium Term Note Programme** |
| ** ** | ** **                                                                                                                              |
| ** ** | ** **                                                                                                                              | ** ** | ** ** |
| ** ** | ** **                                                                                                                              |
| ** ** | **For the Issuer and the Guarantor:**                                                                                                   |
| ** ** | ** **                                                                                                                              |
| ** ** | **GIDE LOYRETTE NOUEL MNP  Citypoint  1 Ropemaker Street  London EC2Y 9HT**                                                             |
| ** ** | ** **                                                                                                                              |
| ** ** | **For the Trustee:**                                                                                                                    |
| ** ** | ** **                                                                                                                              |
| ** ** | **ALLEN & OVERY LLP  One New Change**London EC4M 9QQ                                                                                |

 

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