EX-4.8



 Exhibit 4.8 

BRITISH TELECOMMUNICATIONS plc 

Issuer 
 TO

 LAW DEBENTURE TRUST COMPANY OF NEW YORK 

Trustee 
  

 
 Fifth
Supplemental Indenture 
 Dated as of February 14, 2014 

 
  

$500,000,000 1.250% Notes due 2017 

$800,000,000 2.350% Notes due 2019 

  
 1 








 FIFTH SUPPLEMENTAL INDENTURE 

FIFTH SUPPLEMENTAL INDENTURE (the “Fifth Supplemental Indenture”), dated as of February 14, 2014, among British
Telecommunications plc, a public limited company duly organized and existing under the laws of England and Wales (the “Company”), having its principal office at 81 Newgate Street, London EC1A 7AJ, England and Law Debenture Trust
Company of New York, having its principal office at 400 Madison Avenue, 4th Floor, New York, NY 10017, United States (the “Trustee”). 

RECITALS 
 WHEREAS,
the Company and Citibank, N.A., a national banking association duly organized and existing under the laws of the United States (the “Former Trustee”) entered into an indenture, dated as of December 12, 2000 (the
“Original Indenture”), providing for the issuance from time to time of unsecured debentures, notes or other evidences of indebtedness in one or more series as provided in the Indenture; 

WHEREAS, the Company and the Former Trustee entered into a supplemental indenture, dated as of December 12, 2000 (the
“First Supplemental Indenture”), creating and issuing four series of notes; 
 WHEREAS, the Company, the Former
Trustee and the Trustee entered into an Instrument of Resignation, Appointment and Acceptance, dated as of August 22, 2007, whereby the Former Trustee resigned as trustee, and the Trustee was appointed, and accepted its appointment, as trustee
under the Indenture; 
 WHEREAS, the Company and the Trustee entered into a supplemental indenture, dated as of December 12,
2007 (the “Second Supplemental Indenture”), creating and issuing two series of notes; 
 WHEREAS, the Company and
the Trustee entered into a supplemental indenture, dated as of June 22, 2012 (the “Third Supplemental Indenture”), creating and issuing two series of notes; 

WHEREAS, the Company and the Trustee entered into a supplemental indenture, dated as of June 28, 2013 (the “Fourth
Supplemental Indenture” and, together with the Original Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, the “Indenture”), creating and issuing a single
series of notes; 
 WHEREAS, Section 901 of the Original Indenture provides that, without the consent of any Holders of
Securities (as defined in the Original Indenture), the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the Original Indenture, in form
satisfactory to the Trustee, for certain purposes, including to add to the covenants of the Company for the benefit of the Holders of all or any series of securities, or to add to, change or eliminate any of the provisions of the Original Indenture
in respect of one or more series, provided that any such addition, change, or 

  
 2 








 
elimination (i) shall neither (A) apply to any security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision or
(B) modify the rights of the Holder of any such security with respect to such provision or (ii) shall become effective only when there is no such security Outstanding; 

WHEREAS, pursuant to Section 301 of the Original Indenture, the Company may, from time to time, create and issue any series of
securities in one or more indentures supplemental to the Original Indenture; 
 WHEREAS, on the date hereof the Company intends to
issue pursuant to its Registration Statement on Form F-3 (File No. 333-182204) (the “Registration Statement”), dated June 19, 2012, the Prospectus Supplement dated February 11, 2014 and related Base Prospectus dated
June 19, 2012 (together, the “Prospectus”) and the Indenture, US$500,000,000 of 1.250% senior notes due 2017 (the “2017 Notes”) and US$800,000,000 of 2.350% senior notes due 2019 (the “2019
Notes” and, together with the 2017 Notes, the “Fifth Supplemental Indenture Notes”), having the terms and conditions contemplated in the Prospectus as provided for in the Original Indenture, as supplemented by this Fifth
Supplemental Indenture; 
 WHEREAS, the Board of Directors of the Company has authorized this Fifth Supplemental Indenture; 

WHEREAS, any and all conditions and requirements necessary to make this Fifth Supplemental Indenture a valid, binding, and legal
instrument in accordance with the terms of the Indenture have been performed and fulfilled and the execution and delivery of this Fifth Supplemental Indenture have been in all respects duly authorized; 

WHEREAS, pursuant to Section 901 of the Original Indenture, the Trustee is authorized to execute and deliver this Fifth
Supplemental Indenture; and 
 WHEREAS, the Company has requested that the Trustee execute and deliver this Fifth Supplemental
Indenture; 
 NOW, THEREFORE, for and in consideration of the premises and the mutual covenants contained herein and in the Indenture
and for other good and valuable consideration, the receipt and sufficiency of which are herein acknowledged, the Company and the Trustee hereby agree, for the equal and ratable benefit of the Holders, as follows: 

ARTICLE ONE 
 DEFINITIONS

 Section 1.01. Defined Terms. All capitalized terms used but not defined herein shall have the meanings ascribed to such
terms in the Indenture, as supplemented and amended hereby. All definitions in the Indenture shall be read in a manner consistent with the terms of this Fifth Supplemental Indenture. 

  
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 ARTICLE TWO 

TERMS OF THE FIFTH SUPPLEMENTAL INDENTURE NOTES 

Section 2.01. Optional Redemption. The Company may redeem the Fifth Supplemental Indenture Notes, in whole or in part, at any time
and from time to time at a redemption price equal to the greater of (i) 100% of the principal amount of such series of notes or (ii) the sum of the present values of the principal amount of such series of notes and the Remaining Term
Interest on such series of notes (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis at (x) the Treasury Rate plus 0.100% in the case of the 2017 Notes and (y) the Treasury
Rate plus 0.150% in the case of the 2019 Notes, plus in each case accrued interest thereon to but excluding the date of redemption. 

Section 2.02. Defeasance and Discharge. The Company may release itself from any payment or other obligations on the Fifth
Supplemental Indenture Notes pursuant to Section 403 of the Original Indenture. 
 Section 2.03. Maintenance of Office or
Agency. The Company shall maintain one or more Paying Agents in each Place of Payment for the Fifth Supplemental Indenture Notes. The Corporate Trust Office of the Trustee in The City of New York shall be the Paying Agent for the Fifth
Supplemental Indenture Notes. At any time, the Company may designate additional Paying Agents, rescind the designation of any Paying Agents, or approve a change in the office through which a Paying Agent acts. However, the Company is required to
maintain a Paying Agent in London. 
 ARTICLE THREE 

SECURITY FORMS 

Section 3.01. Form of Securities. The 2017 Notes shall be substantially in the form set forth in Exhibit A hereto and the 2019
Notes shall be substantially in the form set forth in Exhibit B hereto. 
 ARTICLE FOUR 

MISCELLANEOUS 

Section 4.01. Effect of the Fifth Supplemental Indenture. This Fifth Supplemental Indenture supplements the Indenture and shall be
a part, and subject to all the terms, thereof. The Indenture, as supplemented and amended by this Fifth Supplemental Indenture, is in all respects ratified and confirmed, and the Indenture and the Fifth Supplemental Indenture shall be read, taken
and construed as one and the same instrument; provided, however, that any provision in this Fifth Supplemental Indenture which conflicts with any corresponding provision in the Indenture shall replace such conflicting terms in the Indenture in their
entirety, to the extent that such terms relate to the Fifth Supplemental Indenture Notes and any Securities issued hereafter (unless otherwise provided in the applicable supplemental indenture). All provisions included in this Fifth Supplemental
Indenture supersede any conflicting provisions included in the Indenture unless not permitted by law. 
 Section 4.02. Governing
Law. This Fifth Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. 

  
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 Section 4.03. Trustee Makes no Representation. The Trustee shall not be responsible
in any manner whatsoever for or in respect of the validity or sufficiency of this Fifth Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company. 

Section 4.04. Effect of Headings. The section headings herein are for convenience only and shall not affect the construction of
this Fifth Supplemental Indenture. 
 Section 4.05 Counterparts. The parties may sign any number of copies of this Fifth
Supplemental Indenture, and each signed copy shall be an original, but all such counterparts shall represent but one and the same agreement. 

Section 4.06. Successor and Assigns. All covenants and agreements in this Fifth Supplemental Indenture by the Company, the Trustee
and the Holders shall bind their respective successors and assigns, whether so expressed or not. 
 Section 4.07. Severability
Clause. In case any provision in this Fifth Supplemental Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired thereby. 
 Section 4.08. Benefits of Fifth Supplemental Indenture. Nothing in this Fifth Supplemental Indenture or in
the Securities shall give to any Person (other than the parties hereto and their successors hereunder, any Paying Agent and Holders) any benefit or any legal or equitable right, remedy or claim under this Fifth Supplemental Indenture. 

[SIGNATURE PAGE TO FOLLOW IMMEDIATELY] 

  
 5 








 IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly
executed by their respective officers thereunto duly authorized as of the day and year first written above. 
  

			
	The Common Seal of BRITISH TELECOMMUNICATIONS plc hereunto affixed is authenticated
		
	By:	 	 /s/ H.G. Brierley



 

			
		
	Name:	 	H. G. Brierley
	Title:	 	Secretary


 
			
	
	LAW DEBENTURE TRUST COMPANY OF NEW YORK
		
	By:	 	 /s/ James D. Heaney





			
		
	Name:	 	James D. Heaney
	Title:	 	Managing Director



  
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 Exhibit A 

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

[FORM OF FACE OF REGISTERED SECURITY] 

BRITISH TELECOMMUNICATIONS PLC 

1.250% NOTES DUE 2017 
 No.
H-     
 U.S.$          

ISIN: US111021AJ09 
 CUSIP: 111021 AJ0

 British Telecommunications plc, a public limited company duly organized and existing under the laws of England and Wales (herein called
the “Company”, which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay Cede & Co., or registered assigns, the principal sum of
U.S.$         on February 14, 2017 and to pay interest thereon from the date hereof, semi-annually in arrears on February 14 and August 14 of each year, commencing on August 14, 2014 (each
an “Interest Payment Date”), at a rate of 1.250% per annum, until the principal hereof is paid or made available for payment, calculated on the basis of a 360-day year of twelve 30-day months. 

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided for in such Indenture, be
paid to the Person in whose name this Security (or one more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest which shall be the first day of the month in which an interest payment is due.

 Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record
Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be 

  
 A-1 








 
given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this Series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. 

The Trustee shall act as Paying Agent with respect to the Securities of this series. 

Reference is hereby made to the further provisions of this Security set forth in the Indenture and to the provisions set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 
 All terms used in this
Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 
 Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the reverse hereof, by manual signature of an authorized signatory, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose. 
 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed manually or in facsimile. 

 

			
	The Common Seal of BRITISH TELECOMMUNICATIONS plc hereunto affixed is authenticated:
		
	By:	 	  



 
			
	Name:	 	
	Title:	 	


 (See reverse for additional terms) 

  
 A-2 








 CERTIFICATE OF AUTHENTICATION 

This is one of the 1.250% Notes due 2017 described in the within-mentioned Indenture. 

Dated: February 14, 2014 
  

			
	 LAW DEBENTURE TRUST COMPANY OF NEW YORK

As Trustee

		
	By:	 	  

	Authorized Signatory



  
 A-3 








 [FORM OF REVERSE OF REGISTERED SECURITY] 

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be
issued in one or more series under an Indenture dated as of December 12, 2000 (the “Original Indenture”) between the Company and Law Debenture Trust Company of New York, as successor Trustee under the Indenture (herein called the
“Trustee”, which term includes any successor trustee under the Indenture), as supplemented by the First Supplemental Indenture dated December 12, 2000 (the “First Supplemental Indenture”) between the Company and the Trustee,
the Second Supplemental Indenture dated as of December 12, 2007, between the Company and the Trustee (the “Second Supplemental Indenture”), the Third Supplemental Indenture dated as of June 22, 2012, between the Company and the
Trustee (the “Third Supplemental Indenture”), the Fourth Supplemental Indenture dated as of June 28, 2013, between the Company and the Trustee (the “Fourth Supplemental Indenture”) and the Fifth Supplemental Indenture dated
as of February 14, 2014, between the Company and the Trustee (the “Fifth Supplemental Indenture” and, together with the Original Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental
Indenture and the Fourth Supplemental Indenture, the “Indenture”) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, limited in
aggregate principal amount to U.S.$500,000,000. The Securities of this series are issued in registered form in minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof. 

The Company will pay to the Holders of Securities such Additional Amounts as may become payable under Section 1004 of the Indenture. 

The Company may redeem the Securities, in whole or in part, at any time and from time to time at a redemption price equal to the greater of
(i) 100% of the principal amount of such notes or (ii) the sum of the present values of the principal amount of such note and the Remaining Term Interest on such note (exclusive of interest accrued to the date of redemption) discounted to
the date of redemption on a semi-annual basis at the Treasury Rate plus 0.100%, plus in each case interest accrued to but excluding the date of redemption. 

The Securities may also be redeemed at the option of the Company in whole but not in part at any time at a redemption price equal to the
principal amount thereof plus accrued interest to the date fixed for redemption if the Company satisfies the Trustee that, as a result of any change in or amendment to the laws or any regulations or rulings promulgated thereunder of the United
Kingdom or of any political subdivision or taxing authority of or in the United Kingdom or any change in the official application or interpretation of such laws, regulations or rulings, or any change in the official application or interpretation of,
or any execution of or amendment to, any treaty or treaties affecting taxation to which the United Kingdom is a party, which change, execution or amendment becomes effective on or after the date on which agreement is reached to issue the first
tranche of such series of 

  
 A-4 








 
Securities the Company has been or will be required to pay additional amounts with respect to the Securities as described in Section 1004 of the Indenture. Prior to the giving of notice of
redemption of such Securities pursuant to this provision, the Company will deliver to the Trustee an Officers’ Certificate, stating that the Company is entitled to effect such redemption and setting forth in reasonable detail a statement of
circumstances showing that the conditions precedent to the right of the Company to redeem such Securities pursuant to this provision has been satisfied. Such Officers’ Certificate shall attach a certificate of an independent lawyer or
accountant to the effect that the circumstances required to be established for this provision pursuant to Section 1108 of the Indenture exist. 

Notice of any redemption shall be mailed at least 15 days but not more than 30 days before the redemption date to each holder of Securities to
be redeemed. All Securities surrendered for payment or exchange shall be delivered to the Trustee. The Trustee shall cancel and may destroy all such Securities surrendered for payment or exchange, in accordance with its note destruction policy;
provided, however, that if Securities are destroyed, the Trustee shall deliver a certificate of destruction to the Company. Unless the Company defaults in payment of the redemption price, on and after the redemption date interest shall cease to
accrue on the relevant Securities or portions thereof called for redemption. 
 If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Securities under the Indenture at any time by the Company and the Trustee with the consent of the Holders of
66 2⁄3% in principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of not less than 66 2⁄3% in principal amount of the Securities at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and not less than a majority in principal amount of the Securities at the time Outstanding to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder
of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and any coupon appertaining hereto and of any Security issued in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security. 
 As set forth in, and subject to, the provisions of the Indenture, no Holder of any Security
of this series or will have any right to institute any proceeding with respect to the Indenture, this Security or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of
Default with respect to the Securities of this series. The Holders of not less than 25% in principal amount of the Outstanding Securities of this series shall have made written request, and offered reasonable indemnity, to the Trustee to institute
such proceeding as trustee, and the Trustee shall not have received from the Holders of a 

  
 A-5 








 
majority in principal amount of the Outstanding Securities of this series a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days; provided,
however, that such limitations do not apply to a suit instituted by the Holder hereof or any related coupon for the enforcement of payment of the principal of or any interest on this Security or payment of such coupon on or after the respective due
dates expressed herein or in such coupon. 
 No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any interest (including additional amounts, as described on the face hereof) on this Security at the times, places and rate, and in
the coin or currency, herein prescribed. 
 The Indenture and the Securities shall be governed by and construed in accordance with the laws
of the State of New York. 

  
 A-6 








 Exhibit B 

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

[FORM OF FACE OF REGISTERED SECURITY] 

BRITISH TELECOMMUNICATIONS PLC 

2.350% NOTES DUE 2019 
 No.
I-     
 U.S.$          

ISIN: US111021AK71 
 CUSIP: 111021 AK7

 British Telecommunications plc, a public limited company duly organized and existing under the laws of England and Wales (herein called
the “Company”, which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay Cede & Co., or registered assigns, the principal sum of
U.S.$         on February 14, 2019 and to pay interest thereon from the date hereof, semi-annually in arrears on February 14 and August 14 of each year, commencing on August 14, 2014 (each
an “Interest Payment Date”), at a rate of 2.350% per annum, until the principal hereof is paid or made available for payment, calculated on the basis of a 360-day year of twelve 30-day months. 

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided for in such Indenture, be
paid to the Person in whose name this Security (or one more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest which shall be the first day of the month in which an interest payment is due.

 Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record
Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be 

  
 B-1 








 
given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this Series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. 

The Trustee shall act as Paying Agent with respect to the Securities of this series. 

Reference is hereby made to the further provisions of this Security set forth in the Indenture and to the provisions set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 
 All terms used in this
Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 
 Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the reverse hereof, by manual signature of an authorized signatory, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose. 
 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed manually or in facsimile. 

 

			
	The Common Seal of BRITISH TELECOMMUNICATIONS plc hereunto affixed is authenticated:
		
	By:	 	  



 
			
	Name:	 	
	Title:	 	


 (See reverse for additional terms) 

  
 B-2 








 CERTIFICATE OF AUTHENTICATION 

This is one of the 2.350% Notes due 2019 described in the within-mentioned Indenture. 

Dated: February 14, 2014 
  

			
	 LAW DEBENTURE TRUST COMPANY OF NEW YORK

As Trustee

		
	By:	 	  

	Authorized Signatory



  
 B-3 








 [FORM OF REVERSE OF REGISTERED SECURITY] 

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be
issued in one or more series under an Indenture dated as of December 12, 2000 (the “Original Indenture”) between the Company and Law Debenture Trust Company of New York, as successor Trustee under the Indenture (herein called the
“Trustee”, which term includes any successor trustee under the Indenture), as supplemented by the First Supplemental Indenture dated December 12, 2000 (the “First Supplemental Indenture”) between the Company and the Trustee,
the Second Supplemental Indenture dated as of December 12, 2007, between the Company and the Trustee (the “Second Supplemental Indenture”), the Third Supplemental Indenture dated as of June 22, 2012, between the Company and the
Trustee (the “Third Supplemental Indenture”), the Fourth Supplemental Indenture dated as of June 28, 2013, between the Company and the Trustee (the “Fourth Supplemental Indenture”) and the Fifth Supplemental Indenture dated
as of February 14, 2014, between the Company and the Trustee (the “Fifth Supplemental Indenture” and, together with the Original Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental
Indenture and the Fourth Supplemental Indenture, the “Indenture”) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, limited in
aggregate principal amount to U.S.$800,000,000. The Securities of this series are issued in registered form in minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof. 

The Company will pay to the Holders of Securities such Additional Amounts as may become payable under Section 1004 of the Indenture. 

The Company may redeem the Securities, in whole or in part, at any time and from time to time at a redemption price equal to the greater of
(i) 100% of the principal amount of such notes or (ii) the sum of the present values of the principal amount of such note and the Remaining Term Interest on such note (exclusive of interest accrued to the date of redemption) discounted to
the date of redemption on a semi-annual basis at the Treasury Rate plus 0.150%, plus in each case interest accrued to but excluding the date of redemption. 

The Securities may also be redeemed at the option of the Company in whole but not in part at any time at a redemption price equal to the
principal amount thereof plus accrued interest to the date fixed for redemption if the Company satisfies the Trustee that, as a result of any change in or amendment to the laws or any regulations or rulings promulgated thereunder of the United
Kingdom or of any political subdivision or taxing authority of or in the United Kingdom or any change in the official application or interpretation of such laws, regulations or rulings, or any change in the official application or interpretation of,
or any execution of or amendment to, any treaty or treaties affecting taxation to which the United Kingdom is a party, which change, execution or amendment becomes effective on or after the date on which agreement is reached to issue the first
tranche of such series of 

  
 B-4 








 
Securities the Company has been or will be required to pay additional amounts with respect to the Securities as described in Section 1004 of the Indenture. Prior to the giving of notice of
redemption of such Securities pursuant to this provision, the Company will deliver to the Trustee an Officers’ Certificate, stating that the Company is entitled to effect such redemption and setting forth in reasonable detail a statement of
circumstances showing that the conditions precedent to the right of the Company to redeem such Securities pursuant to this provision has been satisfied. Such Officers’ Certificate shall attach a certificate of an independent lawyer or
accountant to the effect that the circumstances required to be established for this provision pursuant to Section 1108 of the Indenture exist. 

Notice of any redemption shall be mailed at least 15 days but not more than 30 days before the redemption date to each holder of Securities to
be redeemed. All Securities surrendered for payment or exchange shall be delivered to the Trustee. The Trustee shall cancel and may destroy all such Securities surrendered for payment or exchange, in accordance with its note destruction policy;
provided, however, that if Securities are destroyed, the Trustee shall deliver a certificate of destruction to the Company. Unless the Company defaults in payment of the redemption price, on and after the redemption date interest shall cease to
accrue on the relevant Securities or portions thereof called for redemption. 
 If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Securities under the Indenture at any time by the Company and the Trustee with the consent of the Holders of
66 2⁄3% in principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of not less than 66 2⁄3% in principal amount of the Securities at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and not less than a majority in principal amount of the Securities at the time Outstanding to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder
of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and any coupon appertaining hereto and of any Security issued in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security. 
 As set forth in, and subject to, the provisions of the Indenture, no Holder of any Security
of this series or will have any right to institute any proceeding with respect to the Indenture, this Security or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of
Default with respect to the Securities of this series. The Holders of not less than 25% in principal amount of the Outstanding Securities of this series shall have made written request, and offered reasonable indemnity, to the Trustee to institute
such proceeding as trustee, and the Trustee shall not have received from the Holders of a 

  
 B-5 








 
majority in principal amount of the Outstanding Securities of this series a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days; provided,
however, that such limitations do not apply to a suit instituted by the Holder hereof or any related coupon for the enforcement of payment of the principal of or any interest on this Security or payment of such coupon on or after the respective due
dates expressed herein or in such coupon. 
 No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any interest (including additional amounts, as described on the face hereof) on this Security at the times, places and rate, and in
the coin or currency, herein prescribed. 
 The Indenture and the Securities shall be governed by and construed in accordance with the laws
of the State of New York. 

  
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