EXECUTION
VERSION 

Dated
26 November 2010 

CENTRAL
NETWORKS EAST PLC 

and


CENTRAL
NETWORKS WEST PLC 

and


DEUTSCHE
TRUSTEE COMPANY LIMITED 

TRUST
DEED 

relating
to 

CENTRAL
NETWORKS EAST PLC 

and


CENTRAL
NETWORKS WEST PLC 

£3,000,000,000


Euro
Medium Term Note Programme 

arranged
by 

BARCLAYS
BANK PLC 

Linklaters


Ref:
 L-183391 

Linklaters
LLP 






Table
of Contents 

 

					
	
      Contents
	  	 	Page	  
	
      1
      Interpretation
	  	 	1	  
	
      2
      Issue of Notes and Covenant to pay
	  	 	6	  
	
      3
      Form of the Notes
	  	 	9	  
	
      4
      Stamp Duties and Taxes
	  	 	11	  
	
      5
      Application of moneys received by the Note Trustee
	  	 	11	  
	
      6
      Enforcement and Put Event
	  	 	12	  
	
      7
      Proceedings
	  	 	12	  
	
      8
      Covenant to comply with the Trust Deed
	  	 	13	  
	
      9
      Covenants
	  	 	13	  
	
      10
      Remuneration and Indemnification of the Note Trustee
	  	 	16	  
	
      11
      Provisions supplemental to the Trustee Act 1925 and the Trustee Act
      2000
	  	 	17	  
	
      12
      Note Trustee liable for negligence
	  	 	21	  
	
      13
      Waiver
	  	 	22	  
	
      14
      Note Trustee not precluded from entering into contracts
	  	 	22	  
	
      15
      Modification and Substitution
	  	 	22	  
	
      16
      Appointment, Retirement and Removal of the Note Trustee
	  	 	24	  
	
      17
      Notes held in Clearing Systems and Couponholders
	  	 	25	  
	
      18
      Currency Indemnity
	  	 	25	  
	
      19
      Communications
	  	 	26	  
	
      20
      Several obligations and no cross-default
	  	 	26	  
	
      21
      Further Provisions
	  	 	27	  
	
      22
      Governing Law and Jurisdiction
	  	 	27	  
	
      Schedule
      1 Part A Form of CGN Temporary Global Note
	  	 	28	  
	
      The
      First Schedule Nominal amount of Notes represented by this temporary
      Global Note
	  	 	32	  
	
      The
      Second Schedule
	  	 	33	  
	
      Schedule
      1 Part B Form of CGN Permanent Global Note
	  	 	34	  
	
      The
      First Schedule Nominal amount of Notes represented by this permanent
      Global Note
	  	 	39	  


 

i







					
	
      The
      Second Schedule Payments of Interest
	  	 	40	  
	
      The
      Third Schedule
	  	 	41	  
	
      The
      Fourth Schedule Exercise of Noteholders’ Option
	  	 	42	  
	
      Schedule
      1 Part C Form of NGN Temporary Global Note
	  	 	43	  
	
      Schedule
	  	 	48	  
	
      Schedule
      1 Part D Form of NGN Permanent Global Note
	  	 	49	  
	
      Schedule
	  	 	55	  
	
      Schedule
      1 Part E Form of Global Certificate
	  	 	56	  
	
      Schedule
	  	 	60	  
	
      Schedule
      2 Part A Form of Bearer Note
	  	 	61	  
	
      Schedule
      2 Part B Form of Certificate
	  	 	64	  
	
      Schedule
      2 Part C Terms and Conditions of the Notes
	  	 	68	  
	
      Schedule
      2 Part D Form of Coupon
	  	 	100	  
	
      Schedule
      2 Part E Form of Talon
	  	 	102	  
	
      Schedule
      2 Part F Form of Receipt
	  	 	103	  
	
      Schedule
      3 Provisions for Meetings of Noteholders
	  	 	104	  


 

ii







This
Trust Deed is made on 26 November 2010 between: 

 

	(1)	CENTRAL NETWORKS EAST PLC and
      CENTRAL NETWORKS WEST PLC (each an “Issuer”and together the
      “Issuers”) and 


 

	(2)	DEUTSCHE TRUSTEE COMPANY LIMITED (the
      “Note Trustee”, which expression, where the context so admits,
      includes any other trustee or the trustees for the time being of this
      Trust Deed). 


 

	(A)	The Issuers propose to issue from
      time to time euro medium term notes in an aggregate nominal amount
      outstanding at any one time not exceeding the Programme Limit in
      accordance with the Dealer Agreement (the “Programme”) and to be
      constituted under this Trust Deed. Notes issued by each Issuer are
      obligations solely of that Issuer (the “Relevant Issuer”) and are
      without any recourse whatsoever to the other Issuer. 


	(B)	The Note Trustee has agreed to act as
      trustee of this Trust Deed on the following terms and conditions.
  


This
deed witnesses and it is declared as follows:

 

	1	Interpretation 


 

	1.1	Definitions: In this Trust Deed:
  


“Agency
Agreement” means the agency agreement relating to the Programme dated 26
November 2010 between the Issuers, the Note Trustee, the Issuing and Paying
Agent and the other agents mentioned in it; 

“Agents”
means the Issuing and Paying Agent, the Paying Agents, the Calculation Agent,
the Registrar, the Transfer Agents or any of them; 

“Bearer
Note” means a Note that is in bearer form, and includes any replacement
Bearer Note issued pursuant to the Conditions and any temporary Global Note or
permanent Global Note; 

“Calculation
Agent” means, in relation to the Notes of any Series, the person named as
 such in the Conditions or any Successor Calculation Agent; 

“Certificate”
means a registered certificate representing one or more Registered Notes of the
same Series and, save as provided in the Conditions, comprising the entire
holding by a Noteholder of his Registered Notes of that Series and, save in the
case of Global Certificates, being substantially in the form set out in Schedule
2; 

“CGN”
means a temporary Global Note in the form set out in Part A of Schedule 1
(Form of CGN Temporary Global Note) or a permanent Global Note in the
form set out in Part B of Schedule 1 (Form of CGN Permanent Global Note);


“Clearstream,
 Luxembourg” means Clearstream Banking, société anonyme; 

“Common
Safekeeper” means, in relation to a Series where the relevant Global Note is
a NGN or the relevant Global Certificate is held under the NSS, the common
safekeeper for Euroclear and Clearstream, Luxembourg appointed in respect of
such Notes; 

“Conditions”
means in respect of the Notes of each Series the terms and conditions
applicable thereto which shall be substantially in the form set out in Schedule
2 Part C (Terms and Conditions of the Notes) as modified, with respect to
any Notes represented by a Global Certificate or a Global Note, by the
provisions of such Global Certificate or Global 

 

 

1







Note,
shall incorporate any additional provisions forming part of such terms and
conditions set out in Part A of the Final Terms relating to the Notes of that
Series and shall be endorsed on the Definitive Notes subject to amendment and
completion as referred to in the first paragraph of Schedule 2 Part C (Terms
and Conditions of the Notes) and any reference to a particularly
numbered Condition shall be construed accordingly; 

“Contractual
 Currency” means, in relation to any payment obligation of any Note, the
currency in which that payment obligation is expressed and, in relation to
Clause 11 (Provisions supplemental to the Trustee Act 1925 and the
Trustee Act 2000), pounds sterling or such other currency as may be
agreed between the Relevant Issuer and the Note Trustee from time to time; 

“Coupons”
means the bearer coupons relating to interest bearing Bearer Notes or, as the
context may require, a specific number of them and includes any replacement
Coupons issued pursuant to the Conditions; 

“Dealer
Agreement” means the Dealer Agreement relating to the Programme dated
26 November 2010 between the Issuers, Barclays Bank plc and the other
dealers and arrangers named in it; 

“Definitive
Note” means a Bearer Note in definitive form having, where appropriate,
Coupons, Receipt(s) and/or a Talon attached on issue and, unless the context
requires otherwise, means a Certificate (other than a Global Certificate) and
includes any replacement Note or Certificate issued pursuant to the Conditions;


“Euroclear”
means Euroclear Bank S.A./N.V.; 

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

“Event
of Default” means an event described in Condition 11
(Events of Default) of the Conditions that, if so required
by that Condition, has been certified by the Note Trustee to be, in its opinion,
materially prejudicial to the interests of the Noteholders; 

“Extraordinary
Resolution” has the meaning set out in Schedule 3 (Provisions for
Meetings of Noteholders); 

“Final
Terms” means, in relation to a Tranche, the Final Terms issued specifying
the relevant issue details of such Tranche, substantially in the form of
Schedule C (Form of Final Terms) to the Dealer Agreement;


“FSMA”
means the Financial Services and Markets Act 2000; 

“Global
Certificate” means a Certificate substantially in the form set out in
Schedule 1 Part E (Form of Global Certificate)representing
Registered Notes of one or more Tranches of the same Series; 

“Global
Note” means a temporary Global Note and/or, as the context may require, a
permanent Global Note, a CGN and/or a NGN, as the context may require; 

“holder”
in relation to a Note, Receipt, Coupon or Talon, and “Couponholder” and
“Noteholder” have the meanings given to them in the Conditions; 

“Issuing
and Paying Agent” means the person named as such in the Conditions or any
Successor Issuing and Paying Agent in each case at its specified office; 

 

2







“Liabilities”
means in respect of any person, any losses, damages, costs, charges, awards,
 claims, demands, expenses, judgments, actions, proceedings, or other
liabilities whatsoever including legal fees and Taxes and penalties incurred by
that person (but, for the avoidance of doubt, in each case, excluding tax on net
income, profits or gains), together with any irrecoverable VAT charged or
chargeable in respect of any sums referred to in this definition; 

“Market”
means the Professional Securities Market of the London Stock Exchange; 

“Moody’s”
means Moody’s Investors Services Limited or any of its subsidiaries and their
successors; 

“NGN”
or “New Global Note” means a temporary Global Note in the form set out in
 Part C of Schedule 1 (Form of NGN Temporary Global Note) or a
permanent Global Note in the form set out in Part D of Schedule 1 (Form of
Permanent Global Note); 

“NSS”
means the new safekeeping structure which applies to Registered Notes held in
global form by a Common Safekeeper for Euroclear and Clearstream, Luxembourg and
which is required for such Registered Notes to be recognised as eligible
collateral for Eurosystem monetary policy and intra-day credit operations; 

“Non-eligible
NGN” means a NGN which is not intended to be held in a manner which would
allow Eurosystem eligibility, as stated in the applicable Final Terms; 

“Notes”
means the euro medium term notes to be issued by the issuers pursuant to the
Dealer Agreement, constituted by this Trust Deed and for the time being
outstanding or, as the context may require, a specific number of them and, in
respect of an Issuer shall only refer to the Notes issued by it 

“outstanding”
means, in relation to the Notes, all the Notes issued except (a) those
that have been redeemed in accordance with this Trust Deed; (b) those that
have been redeemed in accordance with the Conditions, (c) those in respect
of which the date for redemption has occurred and the redemption moneys
(including all interest accrued on such Notes to the date for such redemption
and any interest payable after such date) have been duly paid to the Note
Trustee or to the Issuing and Paying Agent as provided in Clause 2
(Issue of Notes and Covenant to pay) and in the manner
provided in the Agency Agreement and remain available for payment against
presentation and surrender of Notes, Certificates, Receipts and/or Coupons, as
the case may be in accordance with the Conditions, (d) those that have
become void or in respect of which claims have become prescribed, (e) those
that have been purchased and cancelled as provided in the Conditions and notice
of the cancellation of which has been given to the Note Trustee, (f) those
mutilated or defaced Bearer Notes that have been surrendered or cancelled in
exchange for replacement Bearer Notes, (f) (for the purpose only of
determining how many Notes are outstanding and without prejudice to their status
for any other purpose) those Bearer Notes alleged to have been lost, stolen or
destroyed and in respect of which replacement Notes have been issued,
(g) any temporary Global Note to the extent that it shall have been
exchanged for a permanent Global Note and any Global Note to the
extent that it shall have been exchanged for one or more Definitive Notes, in
either case pursuant to its provisions provided that for the purposes of
(1) ascertaining the right to attend and vote at any meeting of the
Noteholders, (2) the determination of how many Notes are outstanding for
the purposes of Conditions 11 (Events of Default) and 12 (Meetings of
Noteholders, Modification, Waiver and Substitution) and Schedule 3
(Provisions for Meetings of Noteholders), (3) the exercise of
any discretion, power or authority that the 

 

3







Note
Trustee is required, expressly or impliedly, to exercise in or by reference to
the interests of the Noteholders and (4) the certification (where relevant)
by the Note Trustee as to whether an Event of Default is in its opinion
materially prejudicial to the interests of the Noteholders, those Notes that are
beneficially held by or on behalf of the Relevant Issuer and not cancelled shall
(unless no longer so held) be deemed not to remain outstanding. Save for the
purposes of the proviso herein, in the case of each NGN, the Note Trustee shall
rely on the records of Euroclear and Clearstream, Luxembourg in relation to any
determination of the nominal amount outstanding of each NGN; 

“Paying
Agents” means the persons (including the issuing and Paying Agent) referred
to as such in the Conditions or any Successor Paying Agents in each case at
their respective specified offices; 

“permanent
Global Note” means a Global Note representing Bearer Notes of one or more
Tranches of the same Series, either on issue or upon exchange of a temporary
Global Note, or part of it, and which shall be substantially in the form set out
in Part B (Form of CGN Permanent Global Note) or Part D (Form
of NGN Permanent Global Note) of Schedule 1, as the case may be; 

“Procedures
Memorandum” means administrative procedures and guidelines relating to the
 settlement of issues of Notes as shall be agreed upon from time to time by the
Issuers, the Note Trustee, the Permanent Dealers (as defined in the Dealer
Agreement) and the Issuing and Paying Agent and which, at the date of this Trust
Deed, are set out in Schedule A (Procedures Memorandum) to the Dealer
Agreement; 

“Programme
Limit” means the maximum aggregate nominal amount of Notes that may be
issued and outstanding at any time under the Programme, as such limit may be
increased pursuant to the Dealer Agreement; 

“Put
Event” has the meaning given to it in Condition 6 (Redemption, Purchase
and Options) 

“Put
Option” has the meaning given to it in Condition 6 (Redemption, Purchase
and Options) 

“Receipts”
means the receipts for the payment of instalments of principal in respect of
Bearer Notes of which the principal is repayable in instalments or, as the
context may require, a specific number of them and includes any replacement
Receipts issued pursuant to the Conditions; 

“Redemption
Amount” means the Final Redemption Amount, Early Redemption Amount or
Optional Redemption Amount, as the case may be, all as defined in the Conditions


“Register”
means the register maintained by the Registrar at its specified office; 

“Registered
Note” means a Note in registered form; 

“Registrar”
means the person named as such in the Conditions or any Successor Registrar in
each case at its specified office; 

“S&P”
means Standard & Poors Ratings Service, a division of the McGraw Hill
Companies Inc. or any of its subsidiaries and their successors; 

“Series”
means a series of Notes comprising one or more Tranches, whether or not issued
on the same date, that (except in respect of the first payment of interest and
their issue price) have identical terms on issue and are expressed to have the
same series number; 

 

4







“specified
office” means, in relation to a Paying Agent, the Registrar or a Transfer
Agent the office identified with its name at the end of the Conditions or any
other office approved by the Note Trustee and notified to Noteholders pursuant
to Clause 9.10 (Change in Agents); 

“Successor”
means, in relation to an Agent such other or further person as may from time to
time be appointed by the issuers as such Agent with the written approval of, and
on terms approved in writing by, the Note Trustee and notice of whose
appointment is given to Noteholders pursuant to Clause 9.10 (Change in
Agents); 

“Talons”
mean talons for further Coupons or, as the context may require, a specific
number of them and includes any replacement Talons issued pursuant to the
Conditions; 

“TARGET
System” means the Trans-European Automated Real-Time Gross Settlement
Express Transfer (known as TARGET2) System which was launched on
19 November 2007 or any successor thereto; 

“Tax”
shall be construed so as to include any present or future tax, levy, impost,
duty, charge, fee, deduction or withholding of any nature whatsoever (including
any penalty or interest payable in connection with any failure to pay or any
delay in paying any of the same, but excluding taxes on net income, profits or
gains) imposed or levied by or on behalf of any Tax Authority in the
jurisdiction of the Relevant Issuer and “Taxes” shall be construed
accordingly; 

“Tax
 Authority” means any government, state or municipality or any local, state,
federal or other authority, body or official anywhere in the world exercising a
fiscal, revenue, customs or excise function (including, without limitation, Her
 Majesty’s Revenue and Customs); 

“temporary
Global Note” means a Global Note representing Bearer Notes of one or more
 Tranches of the same Series on issue and which shall be substantially in the
form set out in Schedule 1 Part A (Form of CGN Temporary Global
Note) or Part C of Schedule 1 (Form of NGN Temporary Global
Note), as the case may be; 

“Tranche”
means, in relation to a Series, those Notes of that Series that are issued on
the same date at the same issue price and in respect of which the first payment
of interest is identical; 

“Transfer
Agents” means the persons (including the Registrar) referred to as such in
the Conditions or any Successor Transfer Agents in each case at their specified
offices; 

“trust
corporation”means a trust corporation (as defined in the Law of Property Act
1925) or a corporation entitled to act as a trustee pursuant to applicable
foreign legislation relating to trustees; 

“VAT”
means value added tax provided for in the VAT Legislation and any other tax of a
similar fiscal nature whether imposed in the United Kingdom (instead of or in
addition to value added tax) or elsewhere; and 

“VAT
Legislation” means the Value Added Tax Act 1994. 

 

	1.2	Construction of Certain
      References: References to: 


 

	 	1.2.1	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’ interests in the Notes 


 

5







	 	1.2.2	costs, charges, remuneration or expenses
      include any value added, turnover or similar tax charged in respect
      thereof 


 

	 	1.2.3	an action, remedy or method of judicial
      proceedings for the enforcement of creditors’ rights include references to
      the action, remedy or method of judicial proceedings in jurisdictions
      other than England as shall most nearly approximate thereto.



 

	1.3	Headings: Headings shall be ignored
      in construing this Trust Deed. 


 

	1.4	Contracts: References in this Trust
      Deed to this Trust Deed or any other document are to this Trust Deed or
      those documents as amended, supplemented or replaced from time to time in
      relation to the Programme and include any document that amends,
      supplements or replaces them. 


 

	1.5	Schedules: The Schedules are part of
      this Trust Deed and have effect accordingly. 


 

	1.6	Alternative Clearing System:
      References in this Trust Deed to Euroclear and/or Clearstream,
      Luxembourg shall, wherever the context so permits, be deemed to include
      reference to any additional or alternative clearing system approved by the
      Issuers, the Note Trustee and the Issuing and Paying Agent. In the case of
      NGNs or Global Certificates held under the NSS, such alternative clearing
      system must also be authorised to hold such Notes as eligible collateral
      for Eurosystem monetary policy and intra-day credit operations.
  


 

	1.7	Contracts (Rights of Third Parties) Act
      1999: A person who is not a party to this Trust Deed has no right
      under the Contracts (Rights of Third Parties) Act 1999 to enforce any term
      of this Trust Deed except and to the extent (if any) that this Trust Deed
      expressly provides for such Act to apply to any of its terms



 

	1.8	Final Terms: In the event of any
      inconsistency between the Trust Deed and the Final Terms, the Final Terms
      shall prevail. 


 

	2	Issue of Notes and Covenant to pay
  


 

	2.1	Issue of Notes: Each Issuer may from
      time to time issue Notes in Tranches of one or more Series on a continuous
      basis with no minimum issue size in an aggregate nominal amount of up to
      the Programme Limit in accordance with the Dealer Agreement. Before
      issuing any Tranche, the Relevant issuer shall give written notice or
      procure that it is given to the Note Trustee of the proposed issue of such
      Tranche, specifying the details to be included in the relevant Final
      Terms. Upon the issue by the Relevant Issuer of any Notes expressed to be
      constituted by this Trust Deed, such Notes shall forthwith be constituted
      by this Trust Deed without any further formality and irrespective of
      whether or not the issue of such debt securities contravenes any covenant
      or other restriction in this Trust Deed or the Programme Limit.
  


 

	2.2	
      Separate Series:
      The Notes of each Series shall form a separate series of Notes and
      accordingly, unless the Note Trustee in its absolute discretion shall
      otherwise determine, the provisions of this Trust Deed shall apply
      mutatis mutandis separately and independently to the Notes of each
      Series and in such Clauses and Schedule the expressions “Noteholders”,
      “Certificates”, “Receipts”, “Coupons”, “Couponholders” and “Talons”,
      together with all other terms that relate to Notes or their Conditions,
      shall be construed as referring to those of the particular Series in
      question and not of all Series unless expressly so provided, so that each
      Series shall be constituted by a separate trust pursuant to sub-Clause 2.3
      (Covenant to Pay) and that, unless expressly
      provided, events 



 

6







	 	affecting one Series shall not affect any
      other. Each Issuer shall be at liberty from time to time (but subject
      always to the provisions of this Trust Deed) without the consent of the
      Noteholders or Couponholders to create and issue further Notes (whether in
      bearer or registered form) having terms and conditions the same as the
      Notes of any Tranche (or the same in all respects save for the Issue Date,
      Interest Commencement Date (as defined in the Conditions) and Issue Price
      (as defined in the Conditions)) and so that the same shall be consolidated
      and form a single Tranche with the outstanding Notes of a particular
      Tranche. 


 

	2.3	Covenant to Pay: Each Relevant Issuer
      covenants with the Note Trustee that it, in relation to itself only, shall
      on any date when any Notes become due to be redeemed, in whole or in part,
      or any principal of the Notes of any Series or any of them becomes due to
      be repaid in accordance with the Conditions, unconditionally pay to or to
      the order of the Note Trustee in the Contractual Currency, in the case of
      any Contractual Currency other than euro, in the principal financial
      centre for the Contractual Currency and in the case of euro, in a city in
      which banks have access to the TARGET System, in same day funds the
      Redemption Amount of the Notes becoming due for redemption on that date
      together with any applicable premium and shall (subject to the Conditions)
      until such payment (both before and after judgment) unconditionally so pay
      to or to the order of the Note Trustee interest in respect of the nominal
      amount of the Notes outstanding as set out in the Conditions (subject to
      sub-Clause 2.6 (Rate of Interest After a Default)) provided
      that (1) subject to the provisions of Clause 2.5 (Payment after a
      Default) payment of any sum due in respect of the Notes or any
      of them made to the Issuing and Paying Agent, or as the case may be, the
      Registrar as provided in the Agency Agreement shall, to that extent,
      satisfy such obligation except to the extent that there is failure in its
      subsequent payment to the relevant Noteholders or Couponholders under the
      Conditions and (2) a payment made after the due date or as a result
      of the Note becoming repayable following an Event of Default shall be
      deemed to have been made when the full amount due has been received by the
      Issuing and Paying Agent or the Note Trustee and notice to that effect has
      been given to the Noteholders (if required under Clause 9.8 (Notice of
      Late Payment)),except to the extent that there is failure in
      its subsequent payment to the relevant Noteholders or Couponholders under
      the Conditions; and (3) in any case where payment of the whole or any
      part of the principal amount due in respect of any Note is improperly
      withheld or refused upon due presentation of the relevant Note or Receipt
      (as the case may be) or (if so provided for in the Conditions) interest
      shall accrue on the whole or such part of such principal amount from the
      date of such withholding or refusal until the date either on which such
      principal amount due is paid to the relevant Noteholders or Receiptholders
      (as the case may be) or, if earlier, the seventh day after which notice is
      given to the relevant Noteholders in accordance with the Conditions that
      the full amount payable in respect of the said principal amount is
      available for collection by the relevant Noteholders or Receiptholders (as
      the case may be) provided that on further due presentation of the relevant
      Note or Receipt (as the case may be) or (if so provided for in the
      Conditions) the relevant Note Certificate such payment is in fact made.
      This covenant shall only have effect each time Notes are issued and
      outstanding, when the Note Trustee shall hold the benefit of this covenant
      and the covenant in Clause 8 (Covenant to comply with the Trust
      Deed) on trust for the Noteholders and Couponholders of the
      relevant Series. 


 

7







	2.4	Discharge: Subject to sub-Clause 2.5
      (Payment after a Default), any payment to be made in respect
      of the Notes, Receipts or the Coupons by the Relevant Issuer or the Note
      Trustee may be made as provided in the Conditions and any payment so made
      shall (subject to sub-Clause 2.5 (Payment after a
      Default)) to that extent be a good discharge to the Relevant
      Issuer or the Note Trustee, as the case may be (including, in the case of
      Notes represented by a NGN whether or not the corresponding entries have
      been made in the records of Euroclear and Clearstream, Luxembourg) except
      to the extent that there is failure in its subsequent payment to the
      relevant Noteholders or Couponholders under the Conditions.



 

	2.5	Payment after a Default: At any time
      after an Event of Default has occurred in relation to a particular Series
      the Note Trustee may: 


 

	 	2.5.1	by notice in writing to the Relevant
      Issuer, the Paying Agents and the other Agents, require the Paying Agents
      and the other Agents, or any of them until notified by the Note Trustee to
      the contrary, so far as permitted by applicable law: 


 

	 	(i)	to act thereafter until otherwise instructed
      by the Note Trustee as Agents of the Note Trustee under this Trust Deed
      and the Notes of such Series on the terms of the Agency Agreement (with
      consequential amendments as necessary and except that the Note Trustee’s
      liability for the indemnification, remuneration and expenses of the Paying
      Agents and the Transfer Agents shall be limited to the amounts for the
      time being held by the Note Trustee in respect of such Series on the terms
      of this Trust Deed and available for that purpose) and thereafter to hold
      all Notes, Certificates, Receipts, Coupons and Talons of such Series and
      all moneys, documents and records held by them in respect of Notes,
       Certificates, Receipts, Coupons and Talons of such Series on behalf of or
      to the order of the Note Trustee; and/or 


 

	 	(ii)	to deliver all Notes, Certificates,
      Receipts, Coupons and Talons of such Series and all moneys, documents and
      records held by them in respect of the Notes, Certificates, Receipts,
      Coupons and Talons of such Series to the Note Trustee or as the Note
      Trustee directs in such notice provided that, such notice shall be deemed
      not to apply to any document or record which the relevant Agent is obliged
      not to release by any law or regulation; and 


 

	 	2.5.2	by notice in writing to the Relevant Issuer
      require the Relevant Issuer to make all subsequent payments in respect of
      the Notes, Receipts, Coupons and Talons of such Series to or to the order
      of the Note Trustee and not to the Issuing and Paying Agent with effect
      from the Issue of any such notice to the Relevant Issuer; and from then
      until such notice is withdrawn, proviso (1) to Clause 2.3
      (Covenant to Pay)above shall cease to have effect.
  


 

	2.6	Rate of Interest After a Default: If
      the Notes bear interest at a floating or other variable rate and they
      become immediately due and repayable under the Conditions, the rate and/or
      amount of interest payable in respect of them shall continue to be
      calculated by the Calculation Agent at such interest as if they had not
      become due and repayable in accordance with the Conditions (with
      consequential amendments as necessary) except that the rates of interest
       need not be published unless the Note Trustee otherwise requires. The
      first period in respect of which interest shall be so calculable shall
      commence on the expiry of the Interest Period during which the Notes
      become so due and repayable. 


 

8







	3	Form of the Notes



 

	3.1	Global Notes 


 

	 	3.1.1	The Notes of each Tranche will initially be
      represented by a single temporary Global Note or a single permanent Global
      Note, as indicated in the applicable Final Terms. Each temporary Global
      Note shall be exchangeable, upon request as described therein, for either
      Definitive Notes together with, where applicable, Receipts and (except in
      the case of Zero Coupon Notes) Coupons and, where applicable, Talons
      attached, or a permanent Global Note in each case in accordance with the
      provisions of such temporary Global Note. Each permanent Global Note shall
      be exchangeable for Definitive Notes together with, where applicable,
      Receipts and (except in the case of Zero Coupon Notes) Coupons and, where
       applicable, Talons attached, in accordance with the provisions of such
      permanent Global Note. All Global Notes shall be prepared, completed and
      delivered to a common depositary (in the case of a CGN) or
      Common Safekeeper (in the case of a NGN) for Euroclear and Clearstream,
      Luxembourg in accordance with the provisions of the Dealer Agreement or to
      another appropriate depositary in accordance with any other agreement
      between the Relevant Issuer and the relevant Dealer(s) and, in each case,
      the Agency Agreement. 


 

	 	3.1.2	Each temporary Global Note shall be printed
      or typed in the form or substantially in the form set out in Schedule 1
      Part A (Form of CGN Temporary Global Note) or Part C of
      Schedule 1 (Form of NGN Temporary Global Note), as
      the case may be and may be a facsimile. Each temporary Global Note shall
      have annexed thereto a copy of the applicable Final Terms and shall be
      signed manually or in facsimile by a person duly authorised by the
      Relevant Issuer on behalf of the Relevant Issuer and shall be
      authenticated by or on behalf of the Principal Paying Agent and shall, in
      the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN
      in respect of which the Issuer has notified the Principal Paying Agent
      that effectuation is to be applicable, be effectuated by the Common
      Safekeeper acting on the instructions of the Principal Paying Agent. Each
      temporary Global Note so executed and authenticated shall be a binding and
      valid obligation of the Relevant Issuer and title thereto shall pass by
      delivery. 


 

	 	3.1.3	Each permanent Global Note shall be printed
      or typed in the form or substantially in the form set out in Schedule 1
      Part B (Form of CGN Permanent Global Note) or Part D of
      Schedule 1 (Form of NGN Permanent Global Note), as
      the case may be and may be a facsimile. Each permanent Global Note shall
      have annexed thereto a copy of the applicable Final Terms and shall be
      signed manually or in facsimile by a person duly authorised by the
      Relevant Issuer on behalf of the Relevant Issuer and shall be
      authenticated by or on behalf of the Principal Paying Agent and shall, in
      the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN
      in respect of which the Relevant Issuer has notified the Principal Paying
      Agent that effectuation is to be applicable, be effectuated by the Common
      Safekeeper acting on the instructions of the Principal Paying Agent. Each
      permanent Global Note so executed and authenticated shall be a binding and
      valid obligation of the Relevant Issuer and title thereto shall pass by
      delivery. 


 

9







	3.2	Global Certificates



 

	 	3.2.1	The Registered Notes of each Tranche
      will initially be represented by a Global Certificate. Global Certificates
      shall be deposited with a common depositary for, and registered in the
      name of a nominee of such common depositary for, Euroclear and
      Clearstream, Luxembourg. 


 

	 	3.2.2	Each Global Certificate, and each
      interest represented by a Global Certificate, shall be exchangeable and
      transferable only in accordance with the provisions of such Global
      Certificate, the Dealer Agreement, the Agency Agreement and the rules and
      operating procedures for the time being of Euroclear and Clearstream,
      Luxembourg (as the case may be). 


 

	 	3.2.3	Each Global Certificate shall be
      printed or typed in the form or substantially in the form set out in Part
      E of Schedule 1 (Form of Global Certificate) and may be a
      facsimile. Each Global Certificate shall have annexed thereto a copy of
      the applicable Final Terms and shall be signed manually or in facsimile by
      a person duly authorised by the Relevant Issuer on behalf of the Relevant
      Issuer and shall be authenticated manually by or on behalf of the
      Registrar. The Registrar shall also instruct the Common Safekeeper to
      effectuate the same. Each Global Certificate so executed, authenticated
      and effectuated shall be a binding and valid obligation of the Relevant
      Issuer. 


 

	3.3	The Definitive Notes:



The
Definitive Notes, Receipts, Coupons and Talons shall be security printed and the
Certificates shall be printed, in each case in accordance with applicable legal
and stock exchange requirements substantially in the forms set out in Schedule
2. The Notes and Certificates (other than Global Certificates) shall be endorsed
with the Conditions. 

 

	3.4	Signature: The Notes, Certificates,
      Receipts, Coupons and Talons shall be signed manually or in facsimile by a
      director of the Relevant Issuer, the Notes shall be authenticated by or on
      behalf of the Issuing and Paying Agent and the Certificates shall be
      authenticated by or on behalf of the Registrar. The Relevant Issuer may
      use the facsimile signature of a person who at the date of this Trust Deed
      is such a director even if at the time of issue of any Notes,
      Certificates, Receipts, Coupons or Talons he no longer holds that office.
      In the case of a Global Note which is a NGN or a Global Certificate which
      is held under the NSS, the Issuing and Paying Agent or the Registrar shall
      also instruct the Common Safekeeper to effectuate the same. Notes,
      Certificates, Receipts, Coupons and Talons so executed and authenticated
      (and effectuated, if applicable) shall be or, in the case of Certificates,
      represent binding and valid obligations of the Relevant Issuer.
  


 

	3.5	Entitlement to treat holder as owner:
      The Relevant Issuer, the Note Trustee and any Agent may deem and treat
      the holder of any Bearer Note or Certificate as the absolute owner of such
      Bearer Note or Certificate, free of any equity, set-off or counterclaim on
      the part of the Relevant Issuer against the original or any intermediate
      holder of such Bearer Note or Certificate (whether or not such Bearer Note
      or the Registered Note represented by such Certificate shall be overdue
      and notwithstanding any notation of ownership or other writing thereon or
      any notice of previous loss or theft of such Bearer Note or Certificate)
      for all purposes and, except as ordered by a court of competent
      jurisdiction or as required by applicable law, the Relevant Issuer, the
      Note Trustee and the Issuing and Paying Agent shall not be affected by any
      notice to the contrary. All payments made to any such holder shall be
      valid and, to the extent of the sums so paid, effective to satisfy and
      discharge the liability for the moneys payable upon the Notes.
  


 

10







	4	Stamp Duties and Taxes



 

	4.1	Stamp Duties: Each Relevant Issuer
      (in respect of itself only) shall pay any stamp, issue, documentary or
      other similar taxes and duties, including interest and penalties, payable
      in the United Kingdom and the country of each Contractual Currency in
      respect of the creation, issue and offering of the Notes, Certificates,
      Receipts, Coupons and Talons and the execution or delivery of this Trust
      Deed. Each Relevant Issuer (on a several (and not joint)
      basis) shall also pay to the Note Trustee, the Noteholders or the
      Couponholders (as applicable), an amount equal to any stamp, issue,
      documentary or other similar taxes paid by them in any jurisdiction in
      connection with any action taken by or on behalf of the Note Trustee or,
      as the case may be, the Noteholders or the Couponholders to enforce the
      Relevant issuer’s obligations under this Trust Deed or the Notes,
      Certificates, Receipts, Coupons or Talons. 


 

	4.2	Change of Taxing Jurisdiction: If an
      Issuer becomes subject generally to the taxing jurisdiction of a territory
      or a taxing authority of or in that territory with power to tax other than
      or in addition to the United Kingdom or any such authority of or in such
      territory then the Relevant Issuer shall (unless the Note Trustee
      otherwise agrees) give the Note Trustee an undertaking satisfactory to the
      Note Trustee in terms corresponding to the terms of Condition 9
      (Taxation) with the substitution for, or (as the case may require)
      the addition to, the references in that Condition to the United Kingdom of
      references to that other or additional territory or authority to whose
      taxing jurisdiction the Relevant Issuer has become so subject. In such
      event this Trust Deed and the Notes, Certificates, Receipts, Coupons and
      Talons shall be read accordingly. 


 

	5	Application of moneys received by the
      Note Trustee 


 

	5.1	Declaration of Trust: All moneys
      received by the Note Trustee in respect of the Notes or amounts payable
      under this Trust Deed shall, despite any appropriation of all or part of
      them by the Relevant Issuer, be held by the Note Trustee on trust to apply
      them (subject to Clause 5.2 (Accumulation)): 


 

	 	5.1.1	first, in payment of all costs, charges,
      expenses and Liabilities incurred by the Note Trustee (including
      remuneration payable to it) in carrying out its functions under this Trust
      Deed; 


 

	 	5.1.2	secondly, in payment of any amounts
      owing in respect of the Notes, Receipts or Coupons pari passu and rateably
      (and where interest and principal is due and payable in respect of the
      Notes it shall be applied pari passu between each Series unless in
      respect of a specific Series only); and 


 

	 	5.1.3	thirdly, in payment of any balance to
      the Relevant Issuer for itself. 


If
the Note Trustee holds any moneys in respect of Notes, Receipts or Coupons that
have become void or in respect of which claims have become prescribed, the Note
Trustee shall hold them on these trusts. 

 

	5.2	
      Accumulation:
      If the amount of the moneys at any time available for payment in respect
      of the Notes under sub-Clause 5.1 (Declaration of
      Trust) is less than 10 per cent of the nominal amount of
      the Notes then outstanding, the Note Trustee may, at its discretion,
      invest such moneys upon some or one of the investments hereinafter
      authorised with power from time to time, with like discretion, to vary
      such investments. The Note Trustee may retain such investments and
      accumulate the resulting income until the investments




 

11








and the accumulations, together with any other funds for the time being under
its control and available for such payment, amount to at least 10 per cent
of the nominal amount of the Notes then outstanding and then such investments,
accumulations and funds (after deduction of, or provision for, any applicable
taxes) shall be applied as specified in sub-Clause 5.1 (Declaration of
Trust). 

 

	5.3	Investment: Moneys held by the
      Note Trustee may be invested in its name or under its control in any
      investments or other assets anywhere whether or not they produce income or
      deposited in its name or under its control at such bank or other financial
      institution in such currency as the Note Trustee may, in its absolute
      discretion, think fit. If that bank or institution is the Note Trustee or
      a subsidiary, holding or associated company of the Note Trustee, it need
      only account for an amount of interest equal to the standard amount of
      interest payable by it on such a deposit to an independent customer. The
      Note Trustee may at any time vary or transpose any such investments or
      assets or convert any moneys so deposited into any other currency, and
      shall not be responsible for any resulting Liability, whether by
      depreciation in value, change in exchange rates or otherwise.
  


 

	6	Enforcement and Put Event
  


 

	6.1	Proceedings brought by the Note
      Trustee: At any time after the occurrence of an Event of Default which
      is continuing, and, in the case of paragraphs (ii) to (v),
      (vii) and (viii) of Condition 11 (Events of
      Default), where the Note Trustee has certified (without
      liability on its part) that in its opinion such event is materially
      prejudicial to the interests of the Noteholders, the Note Trustee may at
      its discretion and without further notice take such proceedings as it may
      think fit against the Relevant Issuer to enforce the terms of the Trust
      Deed, the Notes, the Receipts and the Coupons. 


 

	6.2	Proof of default: Should the Note
      Trustee take legal proceedings against the Relevant Issuer to enforce any
      of the provisions of this Trust Deed: 


 

	 	6.2.1	proof therein that as regards any
      specified Note the Relevant Issuer has made default in paying any
      principal, premium or interest due in respect of such Note shall (unless
      the contrary be proved) be sufficient evidence that the Relevant Issuer
      has made the like default as regards all other Notes which are then due
      and repayable and 


 

	 	6.2.2	proof therein that as regards any
      specified Coupon the Relevant Issuer has made default in paying any
      interest due in respect of such Coupon shall (unless the contrary be
      proved) be sufficient evidence that the Relevant Issuer has made the like
      default as regards all other Coupons which are then due and payable.
  


 

	6.3	Put Event: At any time upon the Note
      Trustee becoming aware that a Put Event has occurred, the Note Trustee
      may, and if so requested by the holders of at least one-quarter in nominal
      amount of the Notes then outstanding shall, give notice to the Noteholders
      in accordance with Condition 17 (Notices) specifying the nature of
      the Put Event and the procedure for exercising the Put Option.
  


 

	7	Proceedings 


 

	7.1	Action taken by Note Trustee: The
      Note Trustee shall not be bound to take any such proceedings as are
      mentioned in Clause 6.1 (Proceedings brought by the Note
      Trustee) unless respectively directed or requested to do so
      (i) by an Extraordinary Resolution or (ii) in writing by the
      holders of at least one-quarter in nominal amount of the Notes of the
  


 

12








relevant Series then outstanding and in either case then only if it shall be
indemnified and/or secured and/or pre-funded to its satisfaction against all
actions, proceedings, claims and demands to which it may thereby render itself
liable and all costs, charges, damages and expenses which it may incur by so
doing. 

 

	7.2	Note Trustee only to enforce: Only
      the Note Trustee may enforce the provisions of this Trust Deed. No holder
      shall be entitled to proceed directly against the Relevant Issuer to
      enforce the performance of any of the provisions of this Trust Deed unless
      the Note Trustee having become bound as aforesaid to take proceedings
      fails to do so within a reasonable period and such failure shall be
      continuing. 


 

	8	Covenant to comply with the Trust Deed
      


 

	8.1	Covenant to comply with the Trust
      Deed: The Relevant issuer covenants with the Note Trustee to comply
      with those provisions of this Trust Deed and the Conditions which are
      expressed to be binding on it and to perform and observe the same. The
      Notes, the Receipts and the Coupons are subject to the provisions
      contained in this Trust Deed, all of which shall be binding upon the
      Relevant Issuer, the Noteholders, the Receiptholders, the Couponholders
      and all persons claiming through or under them respectively.



 

	8.2	Note Trustee may enforce Conditions:
      The Note Trustee shall itself be entitled to enforce the obligations
      of the Relevant Issuer under the Notes and the Conditions as if the same
      were set out and contained in this Trust Deed which shall be read and
      construed as one document with the Notes. 


 

	9	Covenants 


So
long as any Note is outstanding, each Relevant Issuer severally (and not
 jointly) covenants with the Note Trustee that it shall: 

 

	9.1	Books of Account: at all times
      keep such books of account as may be necessary to comply with all
      applicable laws and so as to enable the financial statements of the
      Relevant Issuer to be prepared and allow the Note Trustee and anyone
      appointed by it, access to its books of account at all reasonable times
      during normal business hours and to discuss the same with responsible
      officers of the Relevant Issuer; 


 

	9.2	Notice of Events of Default:
      notify the Note Trustee in writing immediately on becoming aware of
      the occurrence of any Event of Default and without waiting for the Note
      Trustee to take any further action; 


 

	9.3	Information: so far as permitted by
      applicable law, at all times give to the Note Trustee such information,
      opinions, certificates and other evidence as it shall require and in such
      form as it shall require (including, without limitation, the certificates
      called for by the Note Trustee pursuant to Clause 9.5
      (Certificate of director)) in each case for the
      performance of its functions hereunder; 


 

	9.4	Financial Statements etc.: send to
      the Note Trustee and the Issuing and Paying Agent at the time of their
      issue, and, in the case of annual financial statements in any event within
      180 days of the end of each financial year, electronic copies in English
      of every balance sheet, profit and loss account, report or other notice,
      statement or circular issued, or that legally or contractually should be
      issued, to its members or creditors (or any class of them) or any holding
      company thereof generally in their capacity as such and procure that the
      same are made available for inspection by Noteholders, Receiptholders and
      Couponholders at the specified offices of the Paying Agents as soon as
      practicable thereafter; 


 

13







	9.5	Certificate of director: send
      to the Note Trustee, within 14 days of its annual audited financial
      statements being made available to its members, and also within 14 days of
      any request by the Note Trustee and in any event not later than 180 days
      after the end of its financial year a certificate signed by any one of its
      directors certifying that, having made all reasonable enquiries, to the
      best of the knowledge, information and belief as at a date not more than 5
      days before the date of the certificate (the “Certification Date”)
      the Relevant Issuer has complied with its obligations under this Trust
      Deed (or, if such is not the case, giving details of such non-compliance)
      and that as at such date there did not exist nor had there existed at any
      time prior thereto since the Certification Date in respect of the previous
      such certificate (or, in the case of the first such certificate, since the
      date of this Trust Deed) any Event of Default or Restructuring Event or
      (if such is not the case) specifying the same 


 

	9.6	Notices to Noteholders: send to the
      Note Trustee not less than three days prior to the date of publication,
      for the Note Trustee’s approval the form of each notice to be given to
      Noteholders in accordance with the conditions and not publish such notice
      without such approval and, once given, two copies of each such notice
      (such approval, unless so expressed, not to constitute approval for the
      purposes of section 21 of the FSMA of any such notice which is a
      communication within the meaning of section 21 of the FSMA)



 

	9.7	Further Acts: so far as permitted by
      applicable law, do such further things as may be necessary in the opinion
      of the Note Trustee to give effect to this Trust Deed 


 

	9.8	Notice of Late Payment: forthwith
      give notice to the Noteholders of any unconditional payment to the Issuing
      and Paying Agent or the Note Trustee of any sum due in respect of the
      Notes, the Receipts or Coupons made after the due date for such payment
  


 

	9.9	Listing and Trading: if the Notes are
      so listed and traded, use reasonable endeavours to maintain the listing
      and trading of the Notes on the Market but, if it is unable to do so,
      having used such endeavours, or if the maintenance of such listing or
      trading is agreed by the Note Trustee to be unduly onerous and the Note
      Trustee is satisfied that the interests of the Noteholders would not be
      thereby materially prejudiced, instead use reasonable endeavours to obtain
      and maintain a listing of the Notes on another stock exchange and the
      admission to trading of the Notes on another market (such market not being
      a market which is a regulated market for the purposes of Directive
      2004/39/EC of the European Parliament and of the Council on markets in
      financial instruments), in each case approved in writing by the Note
      Trustee 


 

	9.10	Change in Agents: give at least 14
      days’ prior notice to the Noteholders of any future appointment,
      resignation or removal of an Agent or of any change by an Agent of its
      specified office and not make any such appointment or removal without the
      Note Trustee’s written approval 


 

	9.11	Provision of Legal Opinions: procure
      the delivery of legal opinions addressed to the Note Trustee dated the
      date of such delivery, in form and content acceptable to the Note Trustee:
    


 

	 	9.11.1	from Linklaters LLP as to the laws of
      England on the date of any amendment to this Trust Deed;



 

14







	 	9.11.2	from legal advisers, reasonably acceptable
      to the Note Trustee as to such law as may reasonably be requested by the
      Note Trustee, on the issue date for the Notes in the event of a proposed
      issue of Notes of such a nature and having such features as might lead the
      Note Trustee to conclude (acting reasonably (and only in circumstances
      where, in the reasonable opinion of the Note Trustee, a legal opinion has
      not previously been issued in respect of Notes having such features and/or
      a relevant material change in law has occurred)) that it would be prudent,
      having regard to such nature and features, to obtain such legal opinion(s)
      or in the event that the Note Trustee considers it prudent (acting
      reasonably) in view of a change (or proposed change) in (or in the
      interpretation or application of) any applicable law, regulation or
      circumstance affecting it, the Note Trustee, the Notes, the Certificates,
      the Receipts, the Coupons, the Talons, this Trust Deed or the Agency
      Agreement; and 


 

	 	9.11.3	on each occasion on which a legal opinion is
      given to any Dealer in relation to any Notes pursuant to the Dealer
      Agreement from the legal adviser giving such opinion. 


 

	9.12	Notification of redemption or payment:
      not less than the number of days specified in the relevant Condition
      prior to the redemption or payment date in respect of any Note, Receipt or
      Coupon give to the Note Trustee notice in writing of the amount of such
      redemption or payment pursuant to the Conditions and duly proceed to
      redeem or pay such Notes, Receipts or Coupons accordingly;



 

	9.13	Tax or optional redemption: if
      the Issuer gives notice to the Note Trustee that it intends to redeem the
      Notes pursuant to Conditions 6(c) (Redemption for Taxation
      Reasons), 6(d) (Redemption for Indexation
      Reasons) and 6(e) (Redemption at the Option of the Relevant
      Issuer) the Relevant Issuer shall, prior to giving such notice to the
      Noteholders, provide such information to the Trustee as the Trustee
      reasonably requires in order to satisfy itself of the matters referred to
      in such Condition; 


 

	9.14	Change of taxing jurisdiction: if the
      Relevant Issuer shall become subject generally to the taxing jurisdiction
      of any territory or any political sub-division thereof or any authority
      therein or thereof having power to tax other than or in addition to
      Relevant Issuer’s taxing jurisdiction, immediately upon becoming aware
      thereof notify the Note Trustee of such event and (unless the Note Trustee
      otherwise agrees) enter forthwith into a trust deed supplemental hereto,
      giving to the Note Trustee an undertaking or covenant in form and manner
      satisfactory to the Note Trustee in terms corresponding to the terms of
      Condition 9 with the substitution for (or, as the case may be, the
      addition to) the references therein to Relevant Issuer’s taxing
      jurisdiction of references to that other or additional territory to whose
      taxing jurisdiction, or that of a political subdivision thereof or an
      authority therein or thereof, the Issuer shall have become subject as
      aforesaid, such trust deed also to modify Condition 9 so that such
      Condition shall make reference to that other or additional territory;
  


 

	9.15	Authorised Signatories: upon
      the execution hereof and thereafter forthwith upon any change of the same,
      deliver to the Note Trustee (with a copy to the Issuing and Paying Agent)
      a list of the Authorised Signatories of the Relevant Issuer, together with
      certified specimen signatures of the same; 


 

	9.16	Payments: pay moneys payable by it to
      the Note Trustee hereunder without set off, counterclaim, deduction or
      withholding, unless otherwise compelled by law and in the event of any
      deduction or withholding compelled by law and in the event of any
      deduction or withholding compelled by law pay such additional amount as
      will result in the payment to 


 

15







the
Note Trustee of the amount which would otherwise have been payable by it to the
Note Trustee hereunder (save that, for the avoidance of doubt, this shall not
apply to any payments of interest or principal in respect of the Notes, the
Receipts or the Coupons, any additional amounts to be paid in respect of such
sums to be instead determined in accordance with Condition 9
(Taxation)); 

 

	9.17	Obligations of Agents: enforce its
      rights as against the Agents and the Registrar under the Agency Agreement
      and notify the Note Trustee immediately upon it becoming aware of any
      material breach or failure by an Agent in relation to the Notes, Receipts
      or Coupons; and 


 

	9.18	Notice of Put Event: Notify the Note
      Trustee in writing immediately on becoming aware of the occurrence of any
      Put Event. 


 

	10	Remuneration and indemnification of the
      Note Trustee 


 

	10.1	Normal Remuneration: So long
      as any Note is outstanding each Relevant Issuer shall pay the Note Trustee
      as remuneration for its services as Note Trustee such sum on such dates in
      each case as they may from time to time agree. Such remuneration shall
      accrue from day to day from the date of this Trust Deed. However, if any
      payment to a Noteholder or Couponholder of moneys due in respect of any
      Note, Receipts or Coupon is improperly withheld or refused, such
      remuneration shall again accrue as from the date of such withholding or
      refusal until payment to such Noteholder or Couponholder is duly made.
  


 

	10.2	Extra Remuneration: If an
      Event of Default (or an event has occurred which has led the Note Trustee,
      acting reasonably, to take steps to determine whether an Event of Default
      has occurred) shall have occurred in relation to a Relevant Issuer, such
      Relevant Issuer hereby agrees that the Note Trustee shall be entitled to
      be paid additional remuneration calculated at its normal hourly rates in
      force from time to time. In any other case, if the Note Trustee finds it
      expedient or necessary or is requested by such Relevant Issuer to
      undertake duties that they both agree to be of an exceptional nature or
      otherwise outside the scope of the Note Trustee’s normal duties under this
      Trust Deed, such Relevant Issuer shall pay such additional remuneration as
      they may agree (and which may be calculated by reference to the Note
      Trustee’s normal hourly rates in force from time to time) or, failing
      agreement as to any of the matters in this sub-Clause (or as to such sums
      referred to in sub-Clause 10.1 (Normal
      Remuneration)), as determined by a financial institution or person
      (acting as an expert) selected by the Note Trustee and approved by that
      Relevant Issuer or, failing such approval, nominated by the President for
      the time being of The Law Society of England and Wales. The expenses
      involved in such nomination and such financial institution’s fee shall be
      borne by such Relevant Issuer. The determination of such financial
      institution or person shall be conclusive and binding on the Relevant
      issuer, the Note Trustee, the Noteholders and the Couponholders.
  


 

	10.3	Expenses: Each Relevant Issuer
      shall (on a several (and not joint) basis only) also on demand by the Note
      Trustee pay or discharge all costs, charges, Liabilities and expenses
      properly incurred by the Note Trustee in the preparation and execution of
      this Trust Deed and the performance of its functions under this Trust Deed
      including, but not limited to, legal and travelling expenses and any
      stamp, documentary or other taxes or duties paid by the Note Trustee in
      connection with any legal proceedings reasonably brought or contemplated
      by the Note Trustee against a Relevant Issuer to enforce any provision of
      this Trust Deed, the Notes, the Receipts, the Coupons or the Talons but
      excluding any tax on the Note Trustee’s net income, profits or gains. Such
      costs, charges, Liabilities and expenses shall: 


 

16







	 	10.3.1	in the case of payments made by the Note
      Trustee before such demand, carry interest from the date of the demand at
      the rate of 2 per cent per annum over the base rate of the Bank of
      England on the date on which the Note Trustee made such payments and
  


 

	 	10.3.2	in other cases, carry interest at such rate
      from 30 days after the date of the demand or (where the demand specifies
      that payment is to be made on an earlier date) from such earlier date.
  


 

	10.4	Indemnity: Each Relevant issuer (on a
      several (and not joint) basis only) will on demand by the Note Trustee
      indemnify it in respect of Amounts or Claims paid or incurred by it in
      acting as trustee under this Trust Deed (including (1) any
      Agent/Delegate Liabilities and (2) in respect of disputing or
      defending any Amounts or Claims made against the Note Trustee or any
      Agent/Delegate Liabilities). Each Relevant issuer (on a several (and not
       joint) basis only) will on demand by such agent or delegate indemnify it
      against such Agent/Delegate Liabilities. “Amounts or Claims” are losses,
      Liabilities, costs, fees, claims, actions, demands or expenses (in each
      case, other than tax on that person’s net income, profits or gains) and
      “Agent/Delegate Liabilities” are Amounts or Claims which the Note Trustee
      is or would be obliged to pay or reimburse to any of its agents or
      delegates appointed pursuant to this Trust Deed. 


 

	10.5	Continuing Effect: Sub-Clauses 10.3
      (Expenses) and 10.4 (indemnity) shall continue in full force and effect as
      regards the Note Trustee even if it no longer is Note Trustee.
  


 

	11	Provisions supplemental to the Trustee
      Act 1925 and the Trustee Act 2000 


 

	11.1	Advice: The Note Trustee may, in
      relation to this Trust Deed, act on the opinion or advice of, or a
      certificate or any information obtained from, any expert and which advice
      or opinion may be provided on such terms as the Note Trustee in its sole
      discretion may consider to be consistent with prevailing market practice
      with regard to advice or opinions of that nature, and shall not be
      responsible to anyone for any loss occasioned by so acting whether such
       advice is obtained or addressed to the Relevant Issuer, the Note Trustee
      or any other person. Any such opinion, advice or information may be sent
      or obtained by letter or fax and the Note Trustee shall not be liable to
      anyone for acting in good faith on any opinion, advice, certificate or
      information purporting to be conveyed by such means even if it contains
      some error or is not authentic. 


The
Note Trustee may rely without liability to Noteholders and Couponholders on any
report, confirmation or certificate or any advice of any accountants, financial
advisers, financial institution or any other expert, whether or not addressed to
the Note Trustee and whether or not liability In relation thereto is limited by
reference to a monetary cap, methodology or otherwise. 

 

	11.2	Note Trustee to Assume Performance:
      The Note Trustee need not notify anyone of the execution of this Trust
      Deed or do anything to find out if a Restructuring Event or an Event of
      Default has occurred. Until it has actual knowledge or express notice to
      the contrary, the Note Trustee may assume that no such event has occurred
      and that the Relevant Issuer is performing all its obligations under this
      Trust Deed, the Notes, the Receipts, the Coupons and the Talons.
  


 

17







	11.3	Resolutions of Noteholders:
      The Note Trustee shall not be responsible for having acted on a resolution
      purporting to be a Written Resolution or to have been passed at a meeting
      of Noteholders in respect of which minutes have been made and signed or a
      direction of a specified percentage of Noteholders even if it is later
      found that there was a defect in the constitution of the meeting or the
      passing of the resolution or the making of the directions or that the
      resolution was not valid or binding on the Noteholders, the Receiptholders
      or Couponholders. 


 

	11.4	Certificate Signed by director:
      If the Note Trustee, in the exercise of its functions, requires to be
      satisfied or to have information as to any fact or the expediency of any
      act, it may call for and accept as sufficient evidence of that fact or the
      expediency of that act a certificate signed by any director of the
      Relevant Issuer as to that fact or to the effect that, in their opinion,
      that act is expedient and the Note Trustee need not call for further
      evidence and shall not be responsible for any Liability occasioned by
      acting on such a certificate. 


 

	11.5	Deposit of Documents: The Note
      Trustee may appoint as custodian, on any terms, any bank or entity whose
      business includes the safe custody of documents or any lawyer or firm of
      lawyers believed by it to be of good repute and may deposit this Trust
      Deed and any other documents with such custodian and pay all sums due in
      respect thereof. The Note Trustee is not obliged to appoint a custodian of
      securities payable to bearer. 


 

	11.6	Discretion: The Note Trustee
      shall have absolute and uncontrolled discretion as to the exercise of its
      functions and shall not be responsible for any loss, liability, cost,
      claim, action, demand, expense or inconvenience that may result from their
      exercise or non-exercise. 


 

	11.7	Agents: Whenever it considers
      it expedient in the interests of the Noteholders, the Note Trustee may, in
      the conduct of its trust business, instead of acting personally, employ
      and pay an agent selected by it, whether or not a lawyer or other
      professional person, to transact or conduct, or concur in transacting or
      conducting, any business and to do or concur in doing all acts required to
      be done by the Note Trustee (including the receipt and payment of money).
    


 

	11.8	Delegation: Whenever it
      considers it expedient in the interests of the Noteholders, the Note
      Trustee may delegate to any person on any terms (including power to
      sub-delegate) all or any of its functions. 


 

	11.9	Nominees: In relation to any
      asset held by it under this Trust Deed, the Note Trustee may appoint any
      person to act as its nominee on any terms. 


 

	11.10	Forged Notes: The Note Trustee
      shall not be liable to the Relevant Issuer or any Noteholder,
      Receiptholder or Couponholder by reason of having accepted as valid or not
      having rejected any Note, Certificate, Receipt, Coupon or Talon purporting
      to be such and later found to be forged or not authentic.



 

	11.11	Confidentiality: Unless
      ordered to do so by a court of competent jurisdiction, the Note Trustee
      shall not be required to disclose to any Noteholder, Receiptholder or
      Couponholder any confidential financial or other information made
      available to the Note Trustee by the Relevant Issuer. 


 

	11.12	Determinations Conclusive: As
      between itself and the Noteholders, the Receiptholders and Couponholders,
      the Note Trustee may determine all questions and doubts arising in
      relation to any of the provisions of this Trust Deed. Such determinations,
      whether made upon such a question actually raised or implied in the acts
      or proceedings of the Note Trustee, shall be conclusive and shall bind the
      Note Trustee, the Noteholders, the Receiptholders and the Couponholders.
    


 

18







	11.13	Currency Conversion: Where it is
      necessary or desirable to convert any sum from one currency to another, it
      shall (unless otherwise provided hereby or required by law) be converted
      at such rate or rates, in accordance with such method and as at such date
      as may reasonably be specified by the Note Trustee but having regard to
      current rates of exchange, if available. Any rate, method and date so
      specified shall be binding on the Relevant Issuer, the Noteholders, the
      Receiptholders and the Couponholders. 


 

	11.14	Events of Default etc.: The Note
      Trustee shall not be bound to give notice to any person of the execution
      of this Trust Deed or to take any steps to ascertain whether any Event of
      Default has happened and, until it shall have actual knowledge or express
      notice to the contrary, the Note Trustee shall be entitled to assume that
      no such Event of Default has happened and that the Relevant Issuer is
      observing and performing all the obligations on its part contained in the
      Notes, Receipts and Coupons and under this Trust Deed and no event has
      happened as a consequence of which any of the Notes may become repayable.
      Without prejudice to the foregoing, the Note Trustee may determine whether
      or not an Event of Default is in its opinion capable of remedy and/or
      materially prejudicial to the interests of the Noteholders. Any such
      determination shall be conclusive and binding on the Relevant Issuer, the
      Noteholders and the Couponholders. 


 

	11.15	Payment for and Delivery of Notes:
      The Note Trustee shall not be responsible for the receipt or
      application by the Relevant Issuer of the proceeds of the Issue of the
      Notes, any exchange of Notes or the delivery of Notes to the persons
      entitled to them. 


 

	11.16	Notes Held by the Issuer etc.: In the
      absence of knowledge or express notice to the contrary, the Note Trustee
      may assume without enquiry (other than requesting a certificate under
      Clause 9.5 (Certificate of director) that no Notes are for the time
      being held by or on behalf of the Relevant Issuer. 


 

	11.17	Legal Opinions: The Note Trustee
      shall not be responsible to any person for failing to request, require or
      receive any legal opinion relating to any Notes or for checking or
      commenting upon the content of any such legal opinion.



 

	11.18	Programme Limit: The Note Trustee
      shall not be concerned, and need not enquire, as to whether or not any
      Notes are issued in breach of the Programme Limit. 


 

	11.19	Responsibility for agents etc.: The
      Note Trustee will not have any obligation to supervise any custodian,
      agent, delegate or nominee appointed under this clause (an “Appointee”)
      or be responsible for any Liability incurred by reason of the
      Appointee’s misconduct or default or the misconduct or default of any
      substitute appointed by the Appointee. 


 

	11.20	
      Reliance on
      certification of clearing system: the Note Trustee may call for any
      certificate or other document issued by Euroclear, Clearstream, Luxembourg
      or any other relevant clearing system in relation to any matter. Any such
      certificate or other document shall, in the absence of manifest error, be
      conclusive and binding for all purposes. Any such certificate or other
      document may comprise any form of statement or print out of electronic
      records provided by the relevant clearing system (including Euroclear’s
      EUCLID or Clearstream, Luxembourg’s Cedcom system) in accordance with its
      usual procedures and in which the holder of a particular principal or
      nominal amount of the Notes is clearly identified together with the amount
      of such holding. The Note Trustee shall not be liable to




 

19








any person by reason of having accepted as valid or not having rejected any such
certificate or other document purporting to be issued by Euroclear or
Clearstream, Luxembourg or any other relevant clearing system and subsequently
found to be forged or not authentic; 

 

	11.21	Noteholders as a class: whenever in
      this Trust Deed the Note Trustee is required in connection with any
      exercise of its powers, trusts, authorities or discretions to have regard
      to the interests of the Noteholders, it shall have regard to the interests
      of the Noteholders as aclass and in particular, but without
      prejudice to the generality of the foregoing, shall not be obliged to have
      regard to the consequences of such exercise for any individual Noteholder
      resulting from his or its being for any purpose domiciled or resident in,
      or otherwise connected with, or subject to the jurisdiction of, any
      particular territory; 


 

	11.22	Note Trustee not responsible for
      investigations: the Note Trustee shall not be responsible for, or for
      investigating any matter which is the subject of, any recital, statement,
      representation, warranty or covenant of any person contained in this Trust
      Deed, the Notes or any other agreement or document relating to the
      transactions herein or therein contemplated or for the execution,
      legality, effectiveness, adequacy, genuineness, validity, enforceability
      or admissibility in evidence thereof; 


 

	11.23	No obligation to monitor: the Note
      Trustee shall be under no obligation to monitor or supervise the functions
      of any other person under the Notes or any other agreement or document
      relating to the transactions herein or therein contemplated and shall be
      entitled, in the absence of actual knowledge of a breach of obligation, to
      assume that each such person is properly performing and complying with its
      obligations; 


 

	11.24	Entry on the Register: the Note
      Trustee shall not be liable to the Relevant issuer or any Noteholder by
      reason of having accepted as valid or not having rejected any entry on the
      Register later found to be forged or not authentic and can assume for all
      purposes in relation hereto that any entry on the Register is correct;
  


 

	11.25	Interests of accountholders or
      participants: so long as any Note is held by or on behalf of Euroclear
      or Clearstream, Luxembourg, in considering the interests of Noteholders
      the Note Trustee may consider the interests (either individual or by
      category) of its accountholders or participants with entitlements to any
      such Note as if such accountholders or participants were the holder(s)
      thereof; 


 

	11.26	Note Trustee not Responsible: the
      Note Trustee shall not be responsible for the execution, delivery,
      legality, effectiveness, adequacy, genuineness, validity, enforceability
      or admissibility in evidence of this Trust Deed or any other document
      relating thereto and shall not be liable for any failure to obtain any
      rating of Notes (where required), any licence, consent or other authority
      for the execution, delivery, legality, effectiveness, adequacy,
       genuineness, validity, performance, enforceability or admissibility in
      evidence of this Trust Deed or any other document relating thereto. In
      addition the Note Trustee shall not be responsible for the effect of the
      exercise of any of its powers, duties and discretions hereunder;
  


 

	11.27	Freedom to Refrain: notwithstanding
      anything else herein contained, the Note Trustee may refrain from doing
      anything which would or might in its opinion be contrary to any law of any
      jurisdiction or any directive or regulation of any agency or any state of
      which would or might otherwise render it liable to any person and may do
      anything which is, in its opinion, necessary to comply with any such law,
      directive or regulation; 


 

20







	11.28	Right to Deduct or Withhold:
      notwithstanding anything contained in this Trust Deed, to the extent
      required by any applicable law, if the Note Trustee is or will be required
      to make any deduction or withholding from any distribution or payment made
      by it hereunder or if the Note Trustee is or will be otherwise charged to,
      or is or will become liable to, tax as a consequence of performing its
      duties hereunder whether as principal, agent or otherwise, and whether by
      reason of any assessment, prospective assessment or other imposition of
      liability to taxation of whatsoever nature and whensoever made upon the
      Note Trustee, and whether in connection with or arising from any sums
      received or distributed by it or to which it may be entitled under this
      Trust Deed (other than in connection with its remuneration as provided for
      herein) or any investments or deposits from time to time representing the
      same, including any income or gains arising therefrom or any action of the
      Note Trustee in connection with the trusts of this Trust Deed (other than
      the remuneration herein specified) or otherwise, then the Note Trustee
      shall be entitled to make such deduction or withholding or, as the case
      may be, to retain out of sums received by it an amount sufficient to
      discharge any liability to tax which relates to sums so received or
      distributed or to discharge any such other liability of the Note Trustee
      to tax from the funds held by the Note Trustee upon the trusts of this
      Trust Deed; 


 

	11.29	Error of judgment: the Note Trustee
      shall not be liable for any error of judgment made in good faith by any
      officer or employee of the Note Trustee assigned by the Note Trustee to
      administer its corporate trust matters; 


 

	11.30	Professional charges: any trustee
      being a banker, lawyer, broker or other person engaged in any profession
      or business shall be entitled to charge and be paid all usual professional
      and other charges for business transacted and acts done by him or his
      partner or firm on matters arising in connection with the trusts of this
      Trust Deed and also his properly incurred charges in addition to
      disbursements for all other work and business done and all time spent by
       him or his partner or firm on matters arising in connection with this
      Trust Deed, including matters which might or should have been attended to
      in person by a trustee not being a banker, lawyer, broker or other
      professional person; and 


 

	11.31	Expenditure by the Note Trustee:
      nothing contained in this Trust Deed shall require the Note Trustee to
      expend or risk its own funds or otherwise incur any financial liability in
      the performance of its duties or the exercise of any right, power,
      authority or discretion hereunder if it has grounds for believing the
      repayment of such funds or adequate indemnity against, or security for,
      such risk or liability is not reasonably assured to it.



 

	12	Note Trustee liable for negligence
  


 

	12.1	Section 1 of the Trustee Act
      2000 shall not apply to any function of the Note Trustee where there are
      any inconsistencies between the Trustee Acts and the provisions of this
      Trust Deed, the provisions of this Trust Deed shall, to the extent allowed
      by law, prevail and, in the case of any such inconsistency with the
      Trustee Act 2000, the provisions of this Trust Deed shall constitute a
      restriction or exclusion for the purposes of that Act.



 

	12.2	Subject to Section 750 of the
      Companies Act 2006 (if applicable) and notwithstanding anything to the
      contrary in this Trust Deed, the Notes or the Agency Agreement, the Note
      Trustee shall not be liable to any person for any matter or thing done or
      omitted in any way in connection with or in relation to this Trust Deed,
      the Notes or the Paying Agency Agreement provided that if the Note Trustee
      fails to show the degree of care and diligence required of it as trustee,
      nothing in this Trust Deed shall relieve or indemnify it from or against
      any liability that would otherwise attach to it in respect of its own
      gross negligence, wilful default or fraud. 


 

21







	13	Waiver 


 

	13.1	Waiver: The Note Trustee may,
      without the consent or sanction of the Noteholders, Receiptholders or
      Couponholders and without prejudice to its rights in respect of any
      subsequent breach, condition, event or act from time to time and at any
      time, if in its opinion the interests of the Noteholders will not be
      materially prejudiced thereby, waive or authorise, on such terms and
      conditions as seem expedient to it, any breach or proposed breach by the
       Relevant Issuer of this Trust Deed or the Conditions or the Notes,
      Receipts or Coupons or determine that an Event of Default shall not be
      treated as such for the purposes of this Trust Deed provided that the Note
      Trustee shall not do so in contravention of an express direction given by
      an Extraordinary Resolution or a request made pursuant to Condition 11
      (Events of Default). No such direction or request shall affect a
      previous waiver, authorisation or determination. Any such waiver,
      authorisation or determination shall be binding on the Noteholders, the
      Receiptholders and the Couponholders and, if the Note Trustee so requires
      the Relevant Issuer shall cause such waiver, authorisation or
      determination to be notified to the Noteholders as soon as practicable in
      accordance with the Conditions. 


 

	14	Note Trustee not precluded from entering
      into contracts 


The
Note Trustee and any other person, whether or not acting for itself, may
acquire, hold or dispose of any Note, Receipt, Coupon, Talon or other security
(or any interest therein) of the Relevant Issuer or any other person, may enter
into or be interested in any contract or transaction with any such person and
may act on, or as depositary or agent for, any committee or body of holders of
any securities of any such person in each case with the same rights as it would
have had if the Note Trustee were not acting as Note Trustee and need not
account for any profit. 

 

	15	Modification and Substitution
  


 

	15.1	Modification: The Note Trustee
      may agree without the consent of the Noteholders, the Receiptholders or
      Couponholders to any modification to this Trust Deed or the Notes which
      is, in its opinion, of a formal, minor or technical nature or to correct a
      manifest error. The Note Trustee may also so agree to any modification to
      this Trust Deed or the Notes that is in its opinion not materially
      prejudicial to the interests of the Noteholders, but such power does not
      extend to any such modification as is mentioned in the proviso to
      paragraph 2 of Schedule 3 (Provisions for Meetings of Noteholders).
      Any such modification shall be binding on the Noteholders, the
      Receiptholders and the Couponholders and, unless the Note Trustee
      otherwise agrees, the Relevant Issuer shall cause such modification to be
      notified to the Noteholders as soon as practicable thereafter in
      accordance with the Conditions. 


 

	15.2	Substitution: 


 

	 	15.2.1	The Note Trustee may, without the consent of
      the Noteholders, the Receiptholders or Couponholders, agree to the
      substitution of the Relevant issuer’s successor in business (the
      “Substituted Obligor”) in place of the Relevant Issuer (or of any
      previous substitute under this sub-Clause) as the principal debtor under
      this Trust Deed, the Notes, the Receipts, the Coupons and the Talons
      provided that: 


 

22







	 	(i)	a deed is executed or undertaking given by
      the Substituted Obligor to the Note Trustee, in form and manner
      satisfactory to the Note Trustee, agreeing to be bound by this Trust Deed,
      the Notes, the Receipts, the Coupons and the Talons (with consequential
      amendments as the Note Trustee may deem appropriate, including any
      necessary change of the law governing the Notes, the Receipts, the
      Coupons, the Talons and/or the Trust Deed) as if the Substituted Obligor
      had been named in this Trust Deed, the Notes, the Certificates, the
      Receipts, the Coupons and the Talons as the principal debtor in place of
      the Relevant Issuer or any previous substitute under this sub-clause;
  


 

	 	(ii)	the Note Trustee is satisfied that
      (i) the Substituted Obligor has obtained all governmental and
      regulatory approvals and consents necessary for its assumption of
      liability as principal debtor in respect of the Notes, the Receipts and
      the Coupons in place of the Relevant Issuer (or such previous substitute
      as aforesaid) and (iii) such approvals and consents are at the time of
      substitution in full force and effect; 


 

	 	(iii)	without prejudice to the rights of reliance
      of the Note Trustee under sub-clause 15.2.2 the Note Trustee is satisfied
      that the said substitution is not materially prejudicial to the interests
      of the Noteholders; 


 

	 	(iv)	Moody’s and S&P have confirmed in
      writing to the Note Trustee that the substitution of the Substituted
      Obligor will not result in a downgrading of the then current credit rating
      of such rating agencies applicable to the class of debt represented by the
      Notes; 


 

	 	(v)	if the Substituted Obligor is subject
      generally to the taxing jurisdiction of a territory or any authority of or
      in that territory with power to tax (the “Substituted Territory”)
      other than the territory to the taxing jurisdiction of which (or to
      any such authority of or in which) the Relevant issuer is subject
      generally (the “Issuer’s Territory”),the Substituted Obligor
      shall (unless the Note Trustee otherwise agrees) give to the Note Trustee
      an undertaking satisfactory to the Note Trustee in terms corresponding to
      Condition 9 (Taxation) with the substitution for the references in
      that Condition to the Relevant Issuer’s Territory of references to the
      Substituted Territory whereupon the Trust Deed, the Notes, the
      Certificates, the Receipts, the Coupons and the Talons shall be read
      accordingly; 


 

	 	(vi)	if any two directors of the Substituted
      Obligor certify that it will be solvent immediately prior to such
      substitution, the Note Trustee need not have regard to the Substituted
      Obligor’s financial condition, profits or prospects or compare them with
      those of the Relevant issuer or any previous substitute under this
      sub-clause; 


 

	 	(vii)	the Relevant Issuer, and the Substituted
      Obligor comply with such other requirements as the Note Trustee may direct
      in the interests of the Noteholders, the Couponholders and the
      Receiptholders; and 


 

	 	(viii)	(unless the Relevant Issuer’s successor in
      business is the Substituted Obligor) the obligations of the Substituted
      Obligor under this Trust Deed, the Notes, the Receipts, and the Coupons
      are guaranteed by the Relevant Issuer to the Note Trustee’s satisfaction.
    


 

23







	 	15.2.2	Release of Substituted Issuer: An
      agreement by the Note Trustee pursuant to this Clause 14.2 shall, if so
      expressed, release the Relevant Issuer (or a previous substitute) from any
      or all of its obligations under this Trust Deed, the Notes, the Receipts,
      the Coupons and the Talons. Notice of the substitution shall be given to
      the Noteholders within 14 days of the execution of such documents and
      compliance with such requirements. 


 

	 	15.2.3	Completion of Substitution: On
      completion of the formalities set out in this Clause 14.2, the Substituted
      Obligor shall be deemed to be named in this Trust Deed, the Notes, the
      Certificates, the Receipts, the Coupons and the Talons as the principal
      debtor in place of the Relevant Issuer (or of any previous substitute) and
      this Trust Deed, the Notes, the Certificates, the Receipts, the Coupons
      and the Talons shall be deemed to be amended as necessary to give effect
      to the substitution. 


 

	16	Appointment, Retirement and Removal of
      the Note Trustee 


 

	16.1	Appointment: Subject as provided in
      Clause 16.2 (Retirement and Removal), each Relevant Issuer
      has the power of appointing new trustees but no-one may be so appointed
      unless previously approved by an Extraordinary Resolution. A trust
      corporation shall at all times be a Note Trustee and may be the sole Note
      Trustee. Any appointment of a new Note Trustee shall be notified by the
      Relevant issuer to the Agents and to the Noteholders as soon as
       practicable. 


 

	16.2	Retirement and Removal: Any Note
      Trustee may retire at any time on giving at least three months’ written
      notice to the Issuers without giving any reason or being responsible for
      any costs occasioned by such retirement and the Noteholders may by
      Extraordinary Resolution remove any Note Trustee provided that the
      retirement or removal of a sole trust corporation shall not be effective
      until a trust corporation is appointed as successor Note Trustee. If a
       sole trust corporation gives notice of retirement or an Extraordinary
      Resolution is passed for its removal, each Issuer shall use all reasonable
      endeavours to procure that another trust corporation be appointed as Note
      Trustee but if it fails to do so within 30 days of the expiry of such
      three month notice period, the Note Trustee shall have the power to
      appoint a new Note Trustee. 


 

	16.3	Co-Note Trustees: The Note Trustee
      may, despite sub-Clause 16.1 (Appointment), by written notice to
      the Relevant Issuer (with a copy to Moody’s and S&P) appoint anyone to
      act as an additional Note Trustee jointly with the Note Trustee;
  


 

	 	16.3.1	if the Note Trustee considers the
      appointment to be in the interests of the Noteholders and/or the
      Couponholders and/or the Receiptholders; or 


 

	 	16.3.2	to conform with a legal requirement,
      restriction or condition in a jurisdiction in which a particular act is to
      be performed; or 


 

	 	16.3.3	to obtain a judgment or to enforce a
      judgment or any provision of this Trust Deed in any jurisdiction.
  


Subject
to the provisions of this Trust Deed the Note Trustee may confer on any person
so appointed such functions as it thinks fit. The Note Trustee may by written
notice to each Relevant Issuer and that person remove that person. At the Note
Trustee’s request, each Relevant Issuer shall forthwith do all things as may be
required to perfect such appointment or removal and each Relevant Issuer
irrevocably appoints the Note Trustee as its attorney in its name and on its
behalf to do so. 

 

24







	16.4	Competence of a Majority of Note
      Trustees: If there are more than two Note Trustees the majority of
      them shall be competent to perform the Note Trustee’s functions provided
      the majority includes a trust corporation. 


 

	16.5	Merger: Any corporation into which
      the Note Trustee may be merged or converted or with which it may be
      consolidated, or any corporation resulting from any merger, conversion or
      consolidation to which the Note Trustee shall be a party, or any
      corporation succeeding to all or substantially all the corporate trust
      business of the Note Trustee, shall be the successor of the Note Trustee
      hereunder, provided such corporation shall be otherwise qualified and
       eligible under this Clause, without the execution or filing of any paper
      or any further act on the part of any of the parties thereto.
  


 

	17	Notes held in Clearing Systems and
      Couponholders 


 

	17.1	Notes Held in Clearing Systems: So
      long as any Global Note is, or any Notes represented by a Global
      Certificate are, held on behalf of a clearing system, in considering the
      interests of Noteholders, the Note Trustee may have regard to any
      information provided to it by such clearing system or its operator as to
      the identity (either individually or by category) of its accountholders or
      participants with entitlements to any such Global Note or the Registered
      Notes and may consider such interests on the basis that such
      accountholders or participants were the holder(s) thereof.



 

	17.2	Couponholders: No notices need be
      given to Couponholders. They shall be deemed to have notice of the
      contents of any notice given to Noteholders. Even if it has express notice
      to the contrary, in exercising any of its functions by reference to the
      Interests of the Noteholders, the Note Trustee shall assume that the
      holder of each Note is the holder of all Receipts, Coupons and Talons
      relating to it. 


 

	18	Currency Indemnity



 

	18.1	Currency of Account and Payment: The
      Contractual Currency is the sole currency of account and payment for all
      sums payable by the Relevant Issuer under or in connection with this Trust
      Deed, the Notes, the Receipts and the Coupons, including damages.
  


 

	18.2	Extent of Discharge: An amount
      received or recovered in a currency other than the Contractual Currency
      (whether as a result of, or of the enforcement of, a judgment or order of
      a court of any jurisdiction, in the insolvency, winding-up or dissolution
      of the Relevant Issuer or otherwise), by the Note Trustee or any
      Noteholder, Receiptholder or Couponholder in respect of any sum expressed
      to be due to it from the Relevant Issuer shall only discharge the Relevant
      Issuer to the extent of the Contractual Currency amount that the recipient
      is able to purchase with the amount so received or recovered in that other
      currency on the date of that receipt or recovery (or, if it is not
      practicable to make that purchase on that date, on the first date on which
      it is practicable to do so). 


 

25







	18.3	Indemnity: If that Contractual
      Currency amount is less than the Contractual Currency amount expressed to
      be due to the recipient under this Trust Deed, the Notes, the Receipts or
      the Coupons, each Relevant Issuer (on a several (and not joint) basis
      only) shall indemnify it against any Liabilities sustained by it as a
      result. In any event, each Relevant Issuer (on a several (and not joint)
      basis only) shall indemnify the recipient against the cost of making any
      such purchase. 


 

	18.4	Indemnity Separate: The indemnities
      in this Clause 18 (Currency Indemnify) and in sub-Clause 10.4
      (Indemnity) constitute separate and independent obligations from
      the other obligations in this Trust Deed, shall give rise to a separate
      and independent cause of action, shall apply irrespective of any
      indulgence granted by the Note Trustee and/or any Noteholder,
      Receiptholder or Couponholder and shall continue in full force and effect
      despite any judgment, order, claim or proof for a liquidated amount in
      respect of any sum due under this Trust Deed, the Notes, the Receipts
      and/or the Coupons or any other judgment or order. Any such Liability as
      referred to in sub-clause 18.3 (Indemnity) shall be deemed to
      constitute a Liability suffered by the Note Trustee, the Noteholders, the
      Receiptholders and the Couponholders and no proof or evidence of any
      actual Liability shall be required by the Relevant Issuer or its
       liquidator or liquidators. 


 

	19	Communications 


 

	19.1	Method: Each communication under this
      Trust Deed shall be made by fax, electronic communication or otherwise in
      writing. Each communication or document to be delivered to any party under
      this Trust Deed shall be sent to that party at the fax number, postal
      address or electronic address, and marked for the attention of the person
      (if any), from time to time designated by that party to each other party
      for the purpose of this Trust Deed. The initial fax number, postal
      address, electronic address and person so designated by the parties under
      this Trust Deed are set out in the Procedures Memorandum.



 

	19.2	Deemed Receipt: Any communication
      from any party to any other under this Trust Deed shall be effective, (if
      by fax) when the relevant delivery receipt is received by the sender, (if
      in writing) when delivered and (if by electronic communication) when the
      relevant receipt of such communication being read is given, or where no
      read receipt is requested by the sender, at the time of sending, provided
      that no delivery failure notification is received by the sender within 24
      hours of sending such communication; provided that any communication which
      is received (or deemed to take effect in accordance with the foregoing)
      outside business hours or on a non-business day in the place of receipt
      shall be deemed to take effect at the opening of business on the next
      following business day in such place. Any communication delivered to any
      party under this Trust Deed which is to be sent by fax or electronic
      communication will be written legal evidence. 


 

	19.3	No Notice to Couponholders or
      Receiptholders: Neither the Note Trustee nor the Relevant Issuer shall
      be required to give any notice to the Couponholders or Receiptholders for
      any purpose under this Trust Deed and the Couponholders and Receiptholders
      shall be deemed for all purposes to have notice of the contents of any
      notice given to the Noteholders in accordance with Condition 17
      (Notices). 


 

	20	Several obligations and no
      cross-default 


Notwithstanding
any other provision of this Trust Deed (or any other document entered into in
connection with the issue of the Notes), the obligations of each Issuer are
several and if a misrepresentation, breach, default or event of default (or
anything analogous thereto) (a “Default”) occurs as a result of any act
or omission or state of affairs which, in each case, relates only to an Issuer,
such Default shall be deemed not to have occurred in relation to the other
Issuer (the “Other Issuer”) and, accordingly, no liability, right,
action, remedy, demand, claim, acceleration of any liability or other
enforcement or remedied action may be taken against the Other Issuer. 

 

26







	21	Further Provisions



 

	21.1	Partial Invalidity: If, at any time,
      any provision of this Trust Deed is or becomes illegal, invalid or
      unenforceable in any respect under any law of any jurisdiction, neither
      the legality, validity or enforceability of the remaining provisions nor
      the legality, validity or enforceability of such provision under the law
      of any other jurisdiction will in any way be affected or impaired.
  


 

	21.2	Counterparts: This Trust Deed may be
      executed manually or by facsimile in any number of counterparts. This has
      the same effect as if the signatures on the counterparts were on a single
      copy of this Trust Deed. 


 

	22	Governing Law and Jurisdiction
  


 

	22.1	Governing Law: This Trust Deed, the
      Notes and any non-contractual obligations arising out of or in connection
      with them shall be governed by and construed in accordance with English
      law. 


 

	22.2	Jurisdiction: The courts of England
      are to have jurisdiction to settle any disputes that may arise out of or
      in connection with this Trust Deed, the Notes, the Receipts, the Coupons
      or the Talons and accordingly any legal action or proceedings arising out
      of or in connection with this Trust Deed, the Notes, the Receipts, the
      Coupons or the Talons (“Proceedings”) may be brought in such
      courts. The Issuers irrevocably submit to the jurisdiction of such courts
      and waive any objections to Proceedings in such courts on the ground of
      venue or on the ground that the Proceedings have been brought in an
      inconvenient forum. This Clause is for the benefit of each of the Note
      Trustee, the Noteholders, the Receiptholders and the Couponholders and
      shall not limit the right of any of them to take Proceedings in any other
      court of competent jurisdiction nor shall the taking of Proceedings in any
      one or more jurisdictions preclude the taking of Proceedings in any other
      jurisdiction (whether concurrently or not). 


 

27







Schedule
1 

Part
A 

Form
of CGN Temporary Global Note 

[CENTRAL
NETWORKS EAST PLC]/[CENTRAL NETWORKS WEST PLC] 

(Incorporated
with limited liability in England and Wales under 

the
Companies Act 1985 with registered number [02366923]/[03600574]) 

EURO
MEDIUM TERM NOTE PROGRAMME 

TEMPORARY
GLOBAL NOTE 

Temporary
Global Note No. [•] 

This
 temporary Global Note is issued in respect of the Notes (the “Notes”) of
the Tranche and Series specified in Part A of the Second Schedule hereto of
[ISSUER] (the “Issuer”). 

Interpretation
and Definitions 

References
in this temporary Global Note to the “Conditions” are to the Terms and
Conditions applicable to the Notes (which are in the form set out in Schedule 2
Part C (Terms and Conditions of the Notes) to the Trust Deed (as amended
or supplemented as at the Issue Date, the “Trust Deed”) dated
26 November 2010 between the Issuer and Deutsche Trustee Company Limited as
trustee, as such form is supplemented and/or modified and/or superseded by the
provisions of this temporary Global Note (including the supplemental definitions
and any modifications or additions set out in Part A of the Second Schedule
hereto), which in the event of any conflict shall prevail). Other capitalised
terms used in this temporary Global Note shall have the meanings given to them
in the Conditions or the Trust Deed. If the Second Schedule hereto specifies
that the applicable TEFRA exemption is either “C Rules” or “not applicable”,
this temporary Global Note is a “C Rules Note”, otherwise this temporary Global
Note is a “D Rules Note”. 

Aggregate
Nominal Amount 

The
aggregate nominal amount from time to time of this temporary Global Note shall
be an amount equal to the aggregate nominal amount of the Notes as shall be
 shown by the latest entry in the fourth column of the First Schedule hereto,
which shall be completed by or on behalf of the Issuing and Paying Agent upon
(i) the issue of Notes represented hereby, (ii) the exchange of the
whole or a part of this temporary Global Note for a corresponding interest in a
permanent Global Note or, for Definitive Notes, (iii) the redemption or
purchase and cancellation of Notes represented hereby and/or (iv) in the
case of Partly Paid Notes, the forfeiture of Notes represented hereby in
accordance with the Conditions relating to such Partly Paid Notes, all as
described below. 

Promise
to Pay 

Subject
as provided herein, the Issuer, for value received, promises to pay to the
bearer of this temporary Global Note, upon presentation and (when no further
payment is due in respect of this temporary Global Note) surrender of this
temporary Global Note, on the Maturity Date (or on such earlier date as the
amount payable upon redemption under the Conditions may become repayable in
accordance with the Conditions) the amount payable upon redemption under the
Conditions in respect of the aggregate nominal amount of Notes represented by
this temporary Global Note and (unless this temporary Global Note does not bear
interest) to pay interest in respect of the Notes from the Interest Commencement
Date in arrear at the rates, on the dates for payment, and in accordance with
the method of calculation provided for in the Conditions, save that the
calculation is made in respect of the total aggregate amount of the Notes,
together with such other sums and additional amounts (if any) as may be payable
under the Conditions, in accordance with the Conditions. 

 

28







Exchange


Subject
as provided in the Conditions applicable to Partly-paid Notes, on or after the
first day following the expiry of 40 days after the Issue Date (the “Exchange
Dale”), this temporary Global Note may be exchanged (free of charge to the
holder) in whole or (in the case of a D Rules Note only) from time to time in
part by its presentation and, on exchange in full, surrender to or to the order
of the issuing and Paying Agent for interests in a permanent Global Note or, if
so specified in the Second Schedule hereto, for Definitive Notes in an aggregate
nominal amount equal to the nominal amount of this temporary Global Note
 submitted for exchange provided that in the case of any part of a D Rules Note
submitted for exchange for a permanent Global Note or Definitive Notes, there
shall have been Certification with respect to such nominal amount submitted for
such exchange dated no earlier than the Exchange Date. 

“Certification”
means the presentation to the issuing and Paying Agent of a certificate or
certificates with respect to one or more interests in this temporary Global
Note, signed by Euroclear or Clearstream, Luxembourg, substantially to the
effect set out in Schedule 4 (Clearing System Certificate of Non-U.S.
 Citizenship and Residency) to the Agency Agreement to the effect that it
has received a certificate or certificates substantially to the effect set out
in Schedule 3 (Accountholder Certificate of Non-U.S. Citizenship and
Residency) to the Agency Agreement with respect thereto and that no contrary
advice as to the contents thereof has been received by Euroclear or Clearstream,
Luxembourg, as the case may be. 

Upon
the whole or a part of this temporary Global Note being exchanged for a
permanent Global Note, such permanent Global Note shall be exchangeable in
 accordance with its terms for Definitive Notes. 

The
Definitive Notes for which this temporary Global Note or a permanent Global Note
may be exchangeable shall be duly executed and authenticated, shall, in the case
of Definitive Notes, have attached to them all Coupons (and, where appropriate,
Talons) in respect of interest, and all Receipts in respect of Instalment
Amounts, that have not already been paid on this temporary Global Note or the
permanent Global Note, as the case may be, shall be security printed and shall
be substantially in the form set out in the Schedules to the Trust Deed as
supplemented and/or modified and/or superseded by the terms of the Second
Schedule hereto. 

On
any exchange of a part of this temporary Global Note for an equivalent interest
in a permanent Global Note or for Definitive Notes, as the case may be, the
portion of the nominal amount hereof so exchanged shall be endorsed by or on
behalf of the Issuing and Paying Agent in Part 1 of the First Schedule hereto,
whereupon the nominal amount hereof shall be reduced for all purposes by the
amount so exchanged and endorsed. 

Benefit
of Conditions 

Except
as otherwise specified herein, this temporary Global Note is subject to the
Conditions and the Trust Deed and, until the whole of this temporary Global Note
is exchanged for equivalent interests in a permanent Global Note or for
Definitive Notes, the holder of this temporary Global Note shall in all respects
be entitled to the same benefits as if it were the holder of the permanent
Global Note (or the relevant part of it) or the Definitive Notes, as the case
may be, for which it may be exchanged as if such permanent Global Note or
Definitive Notes had been issued on the Issue Date. 

 

29







Payments


No
 person shall be entitled to receive any payment in respect of the Notes
represented by this temporary Global Note that falls due on or after the
Exchange Date unless, upon due presentation of this temporary Global Note for
exchange, delivery of (or, in the case of a subsequent exchange, due endorsement
of) a permanent Global Note or delivery of Definitive Notes, as the case may be,
is improperly withheld or refused by or on behalf of the Issuer. 

Payments
due in respect of a D Rules Note before the Exchange Date shall only be made in
relation to such nominal amount of this temporary Global Note with respect to
which there shall have been Certification dated no earlier than such due date
for payment. 

Any
payments that are made in respect of this temporary Global Note shall be made to
its holder against presentation and (if no further payment falls to be made on
it) surrender of it at the specified office of the Issuing and Paying Agent or
of any other Paying Agent provided for in the Conditions. If any payment in full
of principal is made in respect of any Note represented by this temporary Global
Note, the portion of this temporary Global Note representing such Note shall be
cancelled and the amount so cancelled shall be endorsed by or on behalf of the
Issuing and Paying Agent in the First Schedule hereto (such endorsement being
prima facie evidence that the payment in question has been made) whereupon the
nominal amount hereof shall be reduced for all purposes by the amount so
cancelled and endorsed, if any other payments are made in respect of the Notes
represented by this temporary Global Note, a record of each such payment shall
be endorsed by or on behalf of the Issuing and Paying Agent on an additional
 schedule hereto (such endorsement being prima facie evidence that the
payment in question has been made). Condition 8(e)(vii) (Appointment of
Agents) and Condition 9(e) (Payment by another Paying Agent) will
apply to the Definitive Notes only. 

For
the purposes of any payments made in respect of this temporary Global Note, the
words “in the relevant place of presentation” shall not apply in the definition
of “business day” in Condition 8(h) (Non-Business Days). 

Cancellation


Cancellation
of any Note represented by this temporary Global Note that is required by the
Conditions to be cancelled (other than upon its redemption) shall be effected by
reduction in the nominal amount of this temporary Global Note representing such
Note on its presentation to or to the order of the Issuing and Paying Agent for
endorsement in the First Schedule hereto, whereupon the nominal amount hereof
shall be reduced for all purposes by the amount so cancelled and endorsed. 

Notices


Notices
required to be given in respect of the Notes represented by this temporary
Global Note may be given by their being delivered (so long as this temporary
 Global Note is held on behalf of Euroclear and Clearstream, Luxembourg or any
other clearing system) to Euroclear, Clearstream, Luxembourg or such other
clearing system, as the case may be, or otherwise to the holder of this
temporary Global Note, rather than by publication as required by the Conditions,
[except that so long as the Notes are listed on the Luxembourg Stock Exchange
and the rules of that exchange so require, notices shall also be published
either on the website of the Luxembourg Stock Exchange (www.bourse.lu) or
in a leading newspaper having general circulation in Luxembourg (which is
expected to be the Luxemburger Wort)]. 

 

30







No
provision of this temporary Global Note shall alter or impair the obligation of
the Issuer to pay the principal and premium of and interest on the Notes when
due in accordance with the Conditions. 

This
temporary Global Note shall not be valid or become obligatory for any purpose
until authenticated by or on behalf of the Issuing and Paying Agent. 

This
temporary Global Note [and any non-contractual obligations arising out of or in
connection with it] shall be governed by English law. 

In
witness whereof the Issuer has caused this temporary Global Note to be duly
signed on its behalf. 

Dated
as of the Issue Date. 

[ISSUER]


By:


CERTIFICATE
OF AUTHENTICATION 

This
temporary Global Note is authenticated 

by
or on behalf of the Issuing and Paying Agent. 

[ISSUING
AND PAYING AGENT] 

as
Issuing and Paying Agent 

By:


Authorised
Signatory 

For
the purposes of authentication only. 

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

 

31







The
First Schedule 

Nominal
amount of Notes represented by this temporary Global Note 

The
following (i) issue of Notes initially represented by this temporary Global
Note, (ii) exchanges of the whole or a part of this temporary Global Note
for interests in a permanent Global Note or for Definitive Notes and/or
(iii) cancellations or forfeitures of Interests in this temporary Global
Note have been made, resulting in the nominal amount of this temporary Global
Note specified in the latest entry in the fourth column below: 

 

									
	Date	  	Amount of	  	Reason for decrease	  	Nominal amount	  	Notation made
	 	  	decrease in	  	in nominal amount of	  	of this temporary	  	by or on behalf
	 	  	nominal amount	  	this temporary Global	  	Global Note on	  	of the Issuing
	 	  	of this temporary	  	Note (exchange,	  	issue or following	  	and Paying
	 	  	Global Note	  	cancellation or
forfeiture)	  	such decrease	  	Agent
	Issue	  	not applicable	  	not applicable	  		  	
	Date	  		  		  		  	


 

32







The
Second Schedule 

[Insert
the provisions of the relevant Final Terms that relate to the Conditions or the
Global Notes as the Second Schedule] 

 

33







Schedule
1 

Part
B 

Form
of CGN Permanent Global Note 

[CENTRAL
NETWORKS EAST PLC]/[CENTRAL NETWORKS WEST PLC] 

(Incorporated
with limited liability in England and Wales under 

the
Companies Act 1985 with registered number [02366923]/[03600574]) 

EURO
MEDIUM TERM NOTE PROGRAMME 

PERMANENT
GLOBAL NOTE 

Permanent
Global Note No. [•] 

This
 permanent Global Note is issued in respect of the Notes (the “Notes”) of
the Tranche(s) and Series specified in Part A of the Third Schedule hereto of
[ISSUER] (the “Issuer”). 

Interpretation
and Definitions 

References
in this permanent Global Note to the “Conditions” are to the Terms and
Conditions applicable to the Notes (which are in the form set out in Schedule 2
Part C (Terms and Conditions of the Notes) to the Trust
Deed (as amended or supplemented as at the Issue Date, the “Trust Deed”)
dated 26 November 2010 between the Issuer and Deutsche Trustee Company
Limited as trustee, as such form is supplemented and/or modified and/or
superseded by the provisions of this permanent Global Note (including the
supplemental definitions and any modifications or additions set out in Part A of
the Third Schedule hereto), which in the event of any conflict shall prevail).
Other capitalised terms used in this permanent Global Note shall have the
meanings given to them in the Conditions or the Trust Deed. 

Aggregate
Nominal Amount 

The
aggregate nominal amount from time to time of this permanent Global Note shall
be an amount equal to the aggregate nominal amount of the Notes as shall be
 shown by the latest entry in the fourth column of the First Schedule hereto,
which shall be completed by or on behalf of the Issuing and Paying Agent upon
(i) the exchange of the whole or a part of the temporary Global Note
initially representing the Notes for a corresponding interest herein (in the
case of Notes represented by a temporary Global Note upon issue), (ii) the
issue of the Notes represented hereby (in the case of Notes represented by this
permanent Global Note upon issue), (iii) the exchange of the whole or,
where the limited circumstances so permit, a part of this permanent Global Note
for Definitive Notes, (iv) the redemption or purchase and cancellation of
Notes represented hereby and/or (v) in the case of Partly Paid Notes, the
forfeiture of Notes represented hereby in accordance with the Conditions
relating to such Partly Paid Notes, all as described below. 

Promise
to Pay 

Subject
as provided herein, the Issuer, for value received, hereby promises to pay to
the bearer of this permanent Global Note, upon presentation and (when no further
payment is due in respect of this permanent Global Note) surrender of this
permanent Global Note, on the Maturity Date (or on such earlier date as the
amount payable upon redemption under the Conditions may become repayable in
accordance with the Conditions) the amount payable upon redemption under the
Conditions in respect of the aggregate nominal amount of Notes represented by
this permanent Global Note and (unless this permanent Global Note does not bear
interest) to pay interest in respect of the Notes from the Interest Commencement
Date in arrear at the rates, on the dates for payment, and in accordance with
the method of calculation provided for in the Conditions, save that the
calculation is made in respect of the total aggregate amount of the Notes,
together with such other sums and additional amounts (if any) as may be payable
under the Conditions, In accordance with the Conditions. 

 

34







Exchange


This
permanent Global Note is exchangeable (free of charge to the holder) on or after
the Exchange Date in whole but not, except as provided in the next paragraph, in
part for the Definitive Notes if this permanent Global Note is held on behalf of
Euroclear or Clearstream, Luxembourg or any other clearing system (an
“Alternative Clearing System”) and any such clearing system is closed for
business for a continuous period of 14 days (other than by reason of holidays,
statutory or otherwise) or announces an intention permanently to cease business
or does in fact do so. 

This
permanent Global Note is exchangeable in part (provided, however, that if this
permanent Global Note is held by or on behalf of Euroclear and/or Clearstream,
Luxembourg, the rules of Euroclear and/or Clearstream, Luxembourg, as the case
may be, so permit) if so provided, and in accordance with, the Conditions
relating to Partly Paid Notes. 

“Exchange
Date” means a day falling not less than 60 days after that on which the
notice requiring exchange is given and on which banks are open for business in
the city in which the specified office of the Issuing and Paying Agent is
located and, except in the case of exchange above, in the cities in which
Euroclear and Clearstream, Luxembourg or, if relevant, the Alternative Clearing
 System, are located. 

Subject
as provided in the Conditions applicable to Partly Paid Notes, any such exchange
may be effected on or after an Exchange Date by the holder of this permanent
Global Note surrendering this permanent Global Note or, in the case of a partial
exchange, presenting it for endorsement to or to the order of the Issuing and
Paying Agent. In exchange for this permanent Global Note, or part thereof to be
exchanged, the Issuer shall deliver, or procure the delivery of, duly executed
and authenticated Definitive Notes in an aggregate nominal amount equal to the
nominal amount of this permanent Global Note submitted for exchange (if
appropriate, having attached to them all Coupons (and, where appropriate,
Talons) in respect of interest, and all Receipts in respect of Instalment
Amounts, that have not already been paid on this permanent Global Note),
security printed and substantially in the form set out in the Schedules to the
Trust Deed as supplemented and/or modified and/or superseded by the terms of the
Third Schedule hereto. 

On
any exchange of a part of this permanent Global Note the portion of the nominal
amount hereof so exchanged shall be endorsed by or on behalf of the Issuing and
Paying Agent in the First Schedule hereto, whereupon the nominal amount hereof
shall be reduced for all purposes by the amount so exchanged and endorsed. 

Benefit
of Conditions 

Except
as otherwise specified herein, this permanent Global Note is subject to the
Conditions and the Trust Deed and, until the whole of this permanent Global Note
is exchanged for Definitive Notes, the holder of this permanent Global Note
shall in all respects be entitled to the same benefits as if it were the holder
of the Definitive Notes for which it may be exchanged and as if such Definitive
Notes had been Issued on the Issue Date. 

Payments


No
person shall be entitled to receive any payment in respect of the Notes
represented by this permanent Global Note that falls due after an Exchange Date
for such Notes, unless upon due presentation of this permanent Global Note for
exchange, delivery of Definitive Notes is improperly withheld or refused by or
on behalf of the Issuer or the Issuer does not perform or comply with any one or
more of what are expressed to be its obligations under any Definitive Notes.


 

35







Payments
in respect of this permanent Global Note shall be made to its holder against
presentation and (if no further payment falls to be made on it) surrender of it
at the specified office of the Issuing and Paying Agent or of any other Paying
Agent provided for in the Conditions. A record of each such payment shall be
endorsed on the First or Second Schedule hereto, as appropriate, by the Issuing
and Paying Agent or by the relevant Paying Agent, for and on behalf of the
Issuing and Paying Agent, which endorsement shall (until the contrary is proved)
be prima facie evidence that the payment in question has been made.
Condition 8(e)(vii) (Appointment of Agents) and Condition 9(e)
(Payment by another Paying Agent) will apply to the Definitive
Notes only. 

For
the purposes of any payments made in respect of this permanent Global Note, the
words “in the relevant place of presentation” shall not apply in the definition
of “business day” in Condition 8(h) (Non-Business Days).


Prescription


Claims
in respect of principal and interest (as each is defined in the Conditions) in
respect of this permanent Global Note shall become void unless it is presented
for payment within a period of 10 years (in the case of principal) and 5 years
(In the case of interest) from the appropriate Relevant Date. 

Meetings


For
the purposes of any meeting of Noteholders, the holder of this permanent Global
Note shall [(unless this permanent Global Note represents only one Note)] be
treated [as two persons for the purposes of any quorum requirements of a meeting
of Noteholders and, at any such meeting,] as having one vote in respect of each
integral currency unit of the Specified Currency of the Notes. 

Cancellation


Cancellation
of any Note represented by this permanent Global Note that is required by the
Conditions to be cancelled (other than upon its redemption) shall be effected by
reduction in the nominal amount of this permanent Global Note representing such
Note on its presentation to or to the order of the Issuing and Paying Agent for
endorsement in the First Schedule hereto, whereupon the nominal amount hereof
 shall be reduced for all purposes by the amount so cancelled and endorsed. 

Purchase


Notes
may only be purchased by the Issuer if they are purchased together with the
right to receive all future payments of Interest and Instalment Amounts (if any)
thereon. 

Issuer’s
Options 

Any
option of the Issuer provided for in the Conditions shall be exercised by the
Issuer giving notice to the Noteholders within the time limits set out in and
containing the information required by the Conditions, except that the notice
shall not be required to contain the serial numbers of Notes drawn in the case
of a partial exercise of an option and accordingly no drawing of Notes shall be
required. 

Noteholders’
Options 

Any
option of the Noteholders provided for in the Conditions may be exercised by the
holder of this permanent Global Note giving notice to the Issuing and Paying
Agent within the time limits relating to the deposit of Notes with a Paying
Agent set out in the Conditions substantially in the form of the 

 

36








notice available from any Paying Agent, except that the notice shall not be
required to contain the certificate numbers of the Notes in respect of which the
option has been exercised, and stating the nominal amount of Notes in respect of
which the option is exercised and at the same time presenting this permanent
Global Note to the Issuing and Paying Agent, or to a Paying Agent acting on
behalf of the Issuing and Paying Agent, for notation accordingly in the Fourth
Schedule hereto. 

Notices


Notices
required to be given in respect of the Notes represented by this permanent
Global Note may be given by their being delivered (so long as this permanent
 Global Note is held on behalf of Euroclear, Clearstream, Luxembourg or any
other clearing system) to Euroclear, Clearstream, Luxembourg or such other
clearing system, as the case may be, or otherwise to the holder of this
permanent Global Note, rather than by publication as required by the Conditions,
[except that so long as the Notes are listed on the Luxembourg Stock Exchange
and the rules of that exchange so require, notices shall also be published
either on the website of the Luxembourg Stock Exchange
(www.bourse.lu) or in a leading newspaper having general
circulation in Luxembourg (which is expected to be the Luxemburger
Wort)]. 

Negotiability


This
permanent Global Note is a bearer document and negotiable and accordingly: 

 

	1	is freely transferable by delivery and such
      transfer shall operate to confer upon the transferee all rights and
      benefits appertaining hereto and to bind the transferee with all
      obligations appertaining hereto pursuant to the Conditions



 

	2	the holder of this permanent Global Note is
      and shall be absolutely entitled as against all previous holders to
      receive all amounts by way of amounts payable upon redemption, interest or
      otherwise payable in respect of this permanent Global Note and the Issuer
      has waived against such holder and any previous holder of this permanent
      Global Note all rights of set-off or counterclaim that would or might
      otherwise be available to it in respect of the obligations evidenced by
      this Global Note and 


 

	3	payment upon due presentation of this
      permanent Global Note as provided herein shall operate as a good discharge
      against such holder and all previous holders of this permanent Global
      Note. 


No
provisions of this permanent Global Note shall alter or impair the obligation of
the Issuer to pay the principal and premium of and interest on the Notes when
due in accordance with the Conditions. 

This
permanent Global Note shall not be valid or become obligatory for any purpose
until authenticated by or on behalf of the Issuing and Paying Agent. 

This
permanent Global Note [and any non-contractual obligations arising out of or in
connection with it] shall be governed by English law. 

In
witness whereof the Issuer has caused this permanent Global Note to be duly
signed on its behalf. 

Dated
as of the Issue Date. 

 

37







[ISSUER]


By:


CERTIFICATE
OF AUTHENTICATION 

This
permanent Global Note is authenticated 

by
or on behalf of the Issuing and Paying Agent. 

[ISSUING
AND PAYING AGENT] 

as
Issuing and Paying Agent 

By:


Authorised
Signatory 

For
the purposes of authentication only. 

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

 

38







The
First Schedule 

Nominal
amount of Notes represented by this permanent Global Note 

The
following (i) issues of Notes initially represented by this permanent
Global Note, (ii) exchanges of interests in a temporary Global Note for
 interests in this permanent Global Note, (iii) exchanges of the whole or a
part of this permanent Global Note for Definitive Notes, (iv) cancellations
or forfeitures of interests in this permanent Global Note and/or
(v) payments of amounts payable upon redemption in respect of this
permanent Global Note have been made, resulting in the nominal amount of this
permanent Global Note specified in the latest entry in the fourth column: 

 

									
	Date	  	Amount of
increase/decrease
in nominal
      amount
of this permanent
Global Note	  	Reason for
increase/decrease in
nominal
      amount of
this permanent
Global Note (initial
issue,
      exchange,
cancellation,
forfeiture or payment,
stating amount
       of
payment made)	  	Nominal amount of
this
      permanent
Global Note
following such
increase/decrease	  	Notation
made by or on
behalf of the
Issuing
      and
Paying Agent


 

39







The
Second Schedule 

Payments
of Interest 

The
following payments of interest or Interest Amount in respect of this permanent
Global Note have been made: 

 

							
	Due date of	  	Date of payment	  	Amount of interest	  	Notation made by or on
	payment	  	 	  	 	  	behalf of the Issuing and
	 	  	 	  	 	  	Paying Agent


 

40







The
Third Schedule 

[Insert
the provisions of the relevant Final Terms that relate to the Conditions or the
Global Notes as the Third Schedule.] 

 

41







The
Fourth Schedule 

Exercise
of Noteholders’ Option 

The
 following exercises of the option of the Noteholders provided for in the
Conditions have been made in respect of the stated nominal amount of this
permanent Global Note: 

 

							
	Date of exercise	  	Nominal amount of this
permanent Global Note
in
      respect of which
exercise is made	  	Date of which exercise
of such option
      is
effective	  	Notation made by or
on behalf of the
Issuing and
      Paying
Agent


 

42







Schedule
1 

Part
C 

Form
of NGN Temporary Global Note 

[CENTRAL
NETWORKS EAST PLC]/[CENTRAL NETWORKS WEST PLC] 

(Incorporated
with limited liability in England and Wales under 

the
Companies Act 1985 with registered number [02366923]/[03600574]) 

EURO
MEDIUM TERM NOTE PROGRAMME 

TEMPORARY
GLOBAL NOTE 

Temporary
Global Note No. [•] 

This
 temporary Global Note is issued in respect of the Notes (the “Notes”) of
the Tranche and Series specified in Part A of the Schedule hereto of [ISSUER]
(the “Issuer’’). 

Interpretation
and Definitions 

References
in this temporary Global Note to the “Conditions” are to the Terms and
Conditions applicable to the Notes (which are in the form set out in Schedule 2
Part C (Terms and Conditions of the Notes) to the Trust
Deed (as amended or supplemented as at the Issue Date, the “Trust Deed”) dated
26 November 2010 between the Issuer, and Deutsche Trustee Company Limited
as trustee, as such form is supplemented and/or modified and/or superseded by
the provisions of this temporary Global Note (including the supplemental
definitions and any modifications or additions set out in Part A of the Schedule
hereto), which in the event of any conflict shall prevail). Other capitalised
terms used in this temporary Global Note shall have the meanings given to them
in the Conditions or the Trust Deed. If the Second Schedule hereto specifies
that the applicable TEFRA exemption is either “C Rules” or “not applicable”,
this temporary Global Note is a “C Rules Note”, otherwise this temporary Global
Note is a “D Rules Note”. 

Aggregate
Nominal Amount 

The
aggregate nominal amount from time to time of this temporary Global Note shall
be an amount equal to the aggregate nominal amount of the Notes from time to
 time entered in the records of both Euroclear and Clearstream, Luxembourg
(together the “relevant Clearing Systems”), which shall be completed and/or
amended, as the case may be, upon (i) the issue of Notes represented
hereby, (ii) the exchange of the whole or a part of this temporary Global
Note for a corresponding interest recorded in the records of the relevant
Clearing Systems in a permanent Global Note or for Definitive Notes,
(iii) the redemption or purchase and cancellation of Notes represented
hereby and/or (iv) in the case of Partly Paid Notes, the forfeiture of
Notes represented hereby in accordance with the Conditions relating to such
Partly Paid Notes, all as described below. 

The
records of the relevant Clearing Systems (which expression in this temporary
Global Note means the records that each relevant Clearing System holds for its
customers which reflect the amount of such customers’ interests in the Notes)
shall be conclusive evidence of the nominal amount of the Notes represented by
this temporary Global Note and, for these purposes, a statement issued by a
 relevant Clearing System (which statement shall be made available to the bearer
upon request) stating the nominal amount of Notes represented by the temporary
Global Note at any time shall be conclusive evidence of the records of the
relevant Clearing Systems at that time. 

 

43







Promise
to Pay 

Subject
as provided herein, the Issuer, for value received, promises to pay to the
bearer of this temporary Global Note, upon presentation and (when no further
 payment is due in respect of this temporary Global Note) surrender of this
temporary Global Note, on the Maturity Date (or on such earlier date as the
amount payable upon redemption under the Conditions may become repayable in
accordance with the Conditions) the amount payable upon redemption under the
Conditions in respect of the aggregate nominal amount of Notes represented by
this temporary Global Note and (unless this temporary Global Note does not bear
interest) to pay interest in respect of the Notes from the Interest Commencement
Date in arrear at the rates, on the dates for payment, and in accordance with
the method of calculation provided for in the Conditions, save that the
calculation is made in respect of the total aggregate amount of the Notes,
together with such other sums and additional amounts (if any) as may be payable
under the Conditions, in accordance with the Conditions. 

Exchange


Subject
as provided in the Conditions applicable to Partly-paid Notes, on or after the
first day following the expiry of 40 days after the Issue Date (the “Exchange
Date”), this temporary Global Note may be exchanged (free of charge to the
holder) in whole or (in the case of a D Rules Note only) from time to time in
part by its presentation and, on exchange in full, surrender to or to the order
of the issuing and Paying Agent for interests recorded in the records of the
relevant Clearing Systems in a permanent Global Note or, if so specified in Part
A of the Schedule hereto, for Definitive Notes in an aggregate nominal amount
equal to the nominal amount of this temporary Global Note submitted for exchange
provided that, in the case of any part of a D Rules Note160 submitted for
exchange for interests recorded in the records of the relevant Clearing Systems
in a permanent Global Note or Definitive Notes, there shall have been
Certification with respect to such nominal amount submitted for such exchange
dated no earlier than the Exchange Date. 

“Certification”
means the presentation to the Issuing and Paying Agent of a certificate or
certificates with respect to one or more interests in this temporary Global
Note, signed by Euroclear or Clearstream, Luxembourg, substantially to the
effect set out in Schedule 4 (Clearing System Certificate of Non-U.S.
 Citizenship and Residency) to the Agency Agreement to the effect that it
has received a certificate or certificates substantially to the effect set out
in Schedule 3 (Accountholder Certificate of Non-U.S. Citizenship and
Residency) to the Agency Agreement with respect thereto and that no contrary
advice as to the contents thereof has been received by Euroclear or Clearstream,
Luxembourg, as the case may be. 

Upon
the whole or a part of this temporary Global Note being exchanged for a
permanent Global Note, such permanent Global Note shall be exchangeable in
 accordance with its terms for Definitive Notes. 

The
Definitive Notes for which this temporary Global Note or a permanent Global Note
may be exchangeable shall be duly executed and authenticated, shall, in the case
of Definitive Notes, have attached to them all Coupons (and, where appropriate,
Talons) in respect of interest, and all Receipts in respect of Instalment
Amounts, that have not already been paid on this temporary Global Note or the
permanent Global Note, as the case may be, shall be security printed and shall
be substantially in the form set out in the Schedules to the Trust Deed as
supplemented and/or modified and/or superseded by the terms of Part A of the
Schedule hereto. 

On
any exchange of a part of this temporary Global Note for an equivalent interest
recorded in the records of the relevant Clearing Systems in a permanent Global
Note or for Definitive Notes, as the case may be, the Issuer shall procure that
details of the portion of the nominal amount hereof so exchanged shall be
entered pro rata in the records of the relevant Clearing Systems and upon any
such entry being made, the nominal amount of the Notes recorded in the records
of the relevant Clearing Systems and represented by this temporary Global Note
shall be reduced by an amount equal to such portion so exchanged. 

 

44







Benefit
of Conditions 

Except
as otherwise specified herein, this temporary Global Note is subject to the
Conditions and the Trust Deed and, until the whole of this temporary Global Note
is exchanged for equivalent interests in a permanent Global Note or for
Definitive Notes, the holder of this temporary Global Note shall in all respects
be entitled to the same benefits as if it were the holder of the permanent
Global Note (or the relevant part of it) or the Definitive Notes, as the case
may be, for which it may be exchanged as if such permanent Global Note or
Definitive Notes had been issued on the issue Date. 

Payments


No
person shall be entitled to receive any payment in respect of the Notes
represented by this temporary Global Note that falls due on or after the
Exchange Date unless, upon due presentation of this temporary Global Note for
exchange, delivery of (or, in the case of a subsequent exchange, a corresponding
entry being recorded in the records of the relevant Clearing Systems) a
permanent Global Note or delivery of Definitive Notes, as the case may be, is
improperly withheld or refused by or on behalf of the Issuer. 

Payments
due in respect of a D Rules Note before the Exchange Date shall only be made in
relation to such nominal amount of this temporary Global Note with respect to
which there shall have been Certification dated no earlier than such due date
for payment. 

Any
payments that are made in respect of this temporary Global Note shall be made to
its holder against presentation and (if no further payment falls to be made on
it) surrender of it at the specified office of the Issuing and Paying Agent or
of any other Paying Agent provided for in the Conditions and each payment so
made will discharge the Issuer’s obligations in respect thereof. Any failure to
make the entries in the records of the relevant Clearing Systems referred to
herein shall not affect such discharge. If any payment in full or in part of
principal or, in the case of Instalment Notes, payment of an Instalment Amount,
is made in respect of any Note represented by this temporary Global Note the
Issuer shall procure that details of such payment shall be entered pro rata in
the records of the relevant Clearing Systems and, upon any such entry being
made, the nominal amount of the Notes recorded in the records of the relevant
Clearing Systems and represented by this temporary Global Note shall be reduced
by the aggregate nominal amount of the Notes so redeemed or by the aggregate
amount of the Instalment Amount so paid. If any other payments are made in
respect of the Notes represented by this temporary Global Note, the Issuer shall
procure that a record of each such payment shall be entered pro rata in the
records of the relevant Clearing Systems. Condition 8(e)(vii) (Appointment of
Agents) and Condition 9(e) (Payment by another Paying Agent) will
apply to the Definitive Notes only. 

For
the purposes of any payments made in respect of this temporary Global Note, the
words “in the relevant place of presentation” shall not apply in the definition
of “business day” in Condition 8(h) (Non-Business Days). 

Cancellation


On
cancellation of any Note represented by this temporary Global Note that is
required by the Conditions to be cancelled (other than upon its redemption), the
 issuer shall procure that details of such cancellation shall be entered pro
rata in the records of the relevant Clearing systems and, 

 

45








upon any such entry being made, the nominal amount of the Note recorded in the
records of the relevant Clearing Systems and represented by this temporary
Global Note shall be reduced by the aggregate nominal amount of the Notes so
cancelled. 

Notices


Notices
required to be given in respect of the Notes represented by this temporary
Global Note may be given by their being delivered (so long as this temporary
 Global Note is held on behalf of Euroclear and/or Clearstream, Luxembourg or
any other permitted clearing system) to Euroclear, Clearstream, Luxembourg or
such other permitted clearing system, as the case may be, or otherwise to the
holder of this temporary Global Note, rather than by publication as required by
the Conditions, [except that so long as the Notes are listed on the Luxembourg
Stock Exchange and the rules of that exchange so require, notices shall also be
published either on the website of the Luxembourg Stock Exchange (www.bourse.lu)
or in a leading newspaper having general circulation in Luxembourg (which is
expected to be the Luxemburger Wort)]. 

No
provision of this temporary Global Note shall alter or impair the obligation of
the Issuer to pay the principal and premium of and interest on the Notes when
due in accordance with the Conditions. 

This
temporary Global Note shall not be valid or become obligatory for any purpose
until authenticated by or on behalf of the Issuing and Paying Agent and
effectuated by the entity appointed as Common Safekeeper by the relevant
Clearing Systems. 

This
temporary Global Note [and any non-contractual obligations arising out of or in
connection with it] shall be governed by English law. 

In
witness whereof the Issuer has caused this temporary Global Note to be duly
signed on its behalf. 

Dated
as of the Issue Date. 

[ISSUER]


By:


CERTIFICATE
OF AUTHENTICATION 

This
temporary Global Note is authenticated 

by
or on behalf of the Issuing and Paying Agent. 

[ISSUING
AND PAYING AGENT] 

as
Issuing and Paying Agent 

By:


Authorised
Signatory 

For
the purposes of authentication only. 

 

46







Effectuation


This
temporary Global Note 

is
effectuated by or on behalf of the Common Safekeeper. 

[COMMON
SAFEKEEPER] 

as
Common Safekeeper 

By:


Authorised
Signatory 

For
the purposes of effectuation only. 

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

 

47







Schedule


[Insert
the provisions of the relevant Final Terms that relate to the Conditions or the
Global Notes as the Schedule] 

 

48







Schedule
1 

Part
D 

Form
of NGN Permanent Global Note 

[CENTRAL
NETWORKS EAST PLC]/[CENTRAL NETWORKS WEST PLC] 

(Incorporated
with limited liability in England and Wales under 

the
Companies Act 1985 with registered number [02366923]/[03600574]) 

EURO
MEDIUM TERM NOTE PROGRAMME 

PERMANENT
GLOBAL NOTE 

Permanent
Global Note No. [•] 

This
 permanent Global Note is issued in respect of the Notes (the “Notes”) of
the Tranche(s) and Series specified in Part A of the Schedule hereto of [ISSUER]
(the “Issuer”). 

Interpretation
and Definitions 

References
in this permanent Global Note to the “Conditions” are to the Terms and
Conditions applicable to the Notes (which are in the form set out in Schedule
2Part C (Terms and Conditions of the Notes)
to the Trust Deed (as amended or supplemented as at the Issue Date, the “Trust
Deed”) dated 26 November 2010 between the Issuer and Deutsche Trustee
Company Limited as trustee, as such form is supplemented and/or modified and/or
superseded by the provisions of this permanent Global Note (including the
supplemental definitions and any modifications or additions set out in Part A of
the Schedule hereto), which in the event of any conflict shall prevail). Other
capitalised terms used in this permanent Global Note shall have the meanings
given to them in the Conditions or the Trust Deed. 

Aggregate
Nominal Amount 

The
aggregate nominal amount from time to time of this permanent Global Note shall
be an amount equal to the aggregate nominal amount of the Notes from time to
 time entered in the records of both Euroclear and Clearstream, Luxembourg
(together, the “relevant Clearing Systems”), which shall be completed and/or
amended as the case may be upon (i) the exchange of the whole or a part of
the interests recorded in the records of the relevant Clearing Systems in the
temporary Global Note initially representing the Notes for a corresponding
interest herein (in the case of Notes represented by a temporary Global Note
upon issue), (ii) the issue of the Notes represented hereby (in the case of
Notes represented by this permanent Global Note upon issue), (iii) the exchange
of the whole or, where the limited circumstances so permit, a part of this
permanent Global Note for Definitive Notes, (iv) the redemption or purchase
and cancellation of Notes represented hereby and/or (v) in the case of
Partly Paid Notes, the forfeiture of Notes represented hereby in accordance with
the Conditions relating to such Partly Paid Notes, all as described below. 

The
records of the relevant Clearing Systems (which expression in this permanent
Global Note means the records that each relevant Clearing System holds for its
customers which reflect the amount of such customers’ interests in the Notes)
shall be conclusive evidence of the nominal amount of the Notes represented by
this permanent Global Note and, for these purposes, a statement issued by a
relevant Clearing System (which statement shall be made available to the bearer
upon request) stating the nominal amount of Notes represented by this permanent
Global Note at any time shall be conclusive evidence of the records of the
relevant Clearing System at that time. 

 

49







Promise
to Pay 

Subject
as provided herein, the Issuer, for value received, hereby promises to pay to
the bearer of this permanent Global Note, upon presentation and (when no further
payment is due in respect of this permanent Global Note) surrender of this
permanent Global Note on the Maturity Date (or on such earlier date as the
amount payable upon redemption under the Conditions may become repayable in
accordance with the Conditions) the amount payable upon redemption under the
Conditions in respect of the aggregate nominal amount of Notes represented by
this permanent Global Note and (unless this permanent Global Note does not bear
interest) to pay interest in respect of the Notes from the Interest Commencement
Date in arrear at the rates, on the dates for payment, and in accordance with
the method of calculation provided for in the Conditions, save that the
calculation is made in respect of the total aggregate amount of the Notes,
together with such other sums and additional amounts (if any) as may be payable
under the Conditions, in accordance with the Conditions. 

Exchange


This
permanent Global Note is exchangeable (free of charge to the holder) on or after
the Exchange Date in whole but not, except as provided in the next paragraph, in
part for the Definitive Notes if this permanent Global Note is held on behalf of
Euroclear or Clearstream, Luxembourg or any other permitted clearing system (an
“Alternative Clearing System”) and any such clearing system is closed for
business for a continuous period of 14 days (other than by reason of holidays,
statutory or otherwise) or announces an intention permanently to cease business
or does in fact do so. 

This
permanent Global Note is exchangeable in part (provided, however, that if this
 permanent Global Note is held by or on behalf of Euroclear and/or Clearstream,
Luxembourg, the rules of Euroclear and/or Clearstream, Luxembourg, as the case
may be, so permit) if so provided, and in accordance with, the Conditions
relating to Partly Paid Notes. 

“Exchange
Date” means a day falling not less than 60 days after that on which the
notice requiring exchange is given and on which banks are open for business in
the city in which the specified office of the Issuing and Paying Agent is
located and, except in the case of exchange above, in the cities in which
Euroclear and Clearstream, Luxembourg or, if relevant, the Alternative Clearing
System, are located. 

Subject
as provided in the Conditions applicable to Partly Paid Notes, any such exchange
may be effected on or after an Exchange Date by the holder of this permanent
Global Note surrendering this permanent Global Note or, in the case of a partial
exchange, presenting it to or to the order of the Issuing and Paying Agent. In
exchange for this permanent Global Note, or part thereof to be exchanged, the
Issuer shall deliver, or procure the delivery of, duly executed and
authenticated Definitive Notes in an aggregate nominal amount equal to the
nominal amount of this permanent Global Note submitted for exchange (if
appropriate, having attached to them all Coupons (and, where appropriate,
Talons) in respect of interest, and all Receipts in respect of Instalment
Amounts, that have not already been paid on this permanent Global Note),
security printed and substantially in the form set out in the Schedules to the
Trust Deed as supplemented and/or modified and/or superseded by the terms of
Part A of the Schedule hereto. 

 

50







On
any exchange of a part of this permanent Global Note, the Issuer shall procure
that the portion of the nominal amount hereof so exchanged shall be entered pro
rata in the records of the relevant Clearing Systems and upon any such entry
being made, the nominal amount of the Notes recorded in the records of the
relevant Clearing Systems and represented by this permanent Global Note shall be
reduced by an amount equal to such portion so exchanged. 

Benefit
of Conditions 

Except
as otherwise specified herein, this permanent Global Note, the Issuer shall
procure that is subject to the Conditions and the Trust Deed and, until the
 whole of this permanent Global Note is exchanged for Definitive Notes, the
holder of this permanent Global Note shall in all respects be entitled to the
same benefits as if it were the holder of the Definitive Notes for which it may
be exchanged and as if such Definitive Notes had been issued on the issue Date.


Payments


No
person shall be entitled to receive any payment in respect of the Notes
represented by this permanent Global Note that falls due after an Exchange Date
for such Notes, unless upon due presentation of this permanent Global Note for
exchange, delivery of Definitive Notes is improperly withheld or refused by or
on behalf of the Issuer or the Issuer does not perform or comply with any one or
more of what are expressed to be its obligations under any Definitive Notes.


Payments
in respect of this permanent Global Note shall be made to its holder against
 presentation and (if no further payment falls to be made on it) surrender of it
at the specified office of the Issuing and Paying Agent or of any other Paying
Agent provided for in the Conditions and each payment so made will discharge the
 Issuer’s obligations in respect thereof. Any failure to make the entries in the
records of the relevant Clearing Systems referred to herein shall not affect
such discharge. The Issuer shall procure that details of each such payment shall
be entered pro rata in the records of the relevant Clearing Systems and in the
case of any payment of principal, or in the case of Instalment Notes, payment of
an Instalment Amount, and upon any such entry being made, the nominal amount of
the Notes recorded in the records of the relevant Clearing Systems and
represented by this permanent Global Note shall be reduced by the aggregate
nominal amount of the Notes so redeemed or by the aggregate amount of the
Instalment Amount so paid. Condition 8(e)(vii) (Appointment of
Agents) and Condition 9(e) (Payment by another Paying
Agent)will apply to the Definitive Notes only. 

For
the purposes of any payments made in respect of this permanent Global Note, the
words “in the relevant place of presentation” shall not apply in the definition
of “business day” in Condition 8(h) (Non-Business Days). 

Prescription


Claims
in respect of principal and interest (as each is defined in the Conditions) in
respect of this permanent Global Note shall become void unless it is presented
for payment within a period of 10 years (in the case of principal) and 5 years
(in the case of interest) from the appropriate Relevant Date. 

Meetings


For
the purposes of any meeting of Noteholders, the holder of this permanent Global
Note shall [(unless this permanent Global Note represents only one Note)] be
treated [as two persons for the purposes of any quorum requirements of a meeting
of Noteholders and, at any such meeting,] as having one vote in respect of each
integral currency unit of the Specified Currency of the Notes. 

 

51







Cancellation


On
cancellation of any Note represented by this permanent Global Note that is
required by the Conditions to be cancelled (other than upon its redemption), the
 Issuer shall procure that details of such cancellation shall be entered pro
rata in the records of the relevant Clearing Systems and, upon any such entry
being made, the nominal amount of the Notes recorded in the records of the
relevant Clearing Systems and represented by this permanent Global Note shall be
reduced by the aggregate nominal amount of the Notes so cancelled. 

Purchase


Notes
may only be purchased by the Issuer if they are purchased together with the
right to receive all future payments of interest and Instalment Amounts (if any)
thereon. 

Issuer’s
Options 

Any
option of the Issuer provided for in the Conditions shall be exercised by the
Issuer giving notice to the Noteholders and the relevant Clearing Systems (or
procuring that such notice is given on its behalf) within the time limits set
out in and containing the information required by the Conditions, except that
the notice shall not be required to contain the serial numbers of Notes drawn in
the case of a partial exercise of an option and accordingly no drawing of Notes
shall be required. In the case of a partial exercise of an option, the rights of
accountholders with a clearing system in respect of the Notes will be governed
by the standard procedures of Euroclear and/or Clearstream, Luxembourg and shall
be reflected in the records of Euroclear and/or Clearstream, Luxembourg as
either a pool factor or a reduction in nominal amount, at their discretion.
Following the exercise of any such option, the issuer shall procure that the
nominal amount of the Notes recorded in the records of the relevant Clearing
Systems and represented by this permanent Global Note shall be reduced
accordingly. 

Noteholders’
Options 

Any
option of the Noteholders provided for in the Conditions may be exercised by the
holder of this permanent Global Note giving notice to the Issuing and Paying
Agent within the time limits relating to the deposit of Notes with a Paying
Agent set out in the Conditions substantially in the form of the notice
available from any Paying Agent, except that the notice shall not be required to
contain the certificate numbers of the Notes in respect of which the option has
been exercised. Following the exercise of any such option, the Issuer shall
procure that the nominal amount of the Notes recorded in the records of the
relevant Clearing Systems and represented by this permanent Global Note shall be
reduced by the aggregate nominal amount stated in the relevant exercise notice.


Notices


Notices
required to be given in respect of the Notes represented by this permanent
Global Note may be given by their being delivered (so long as this permanent
 Global Note is held on behalf of Euroclear and/or Clearstream, Luxembourg
and/or an Alternative Clearing System) to Euroclear, Clearstream, Luxembourg
and/or such Alternative Clearing System, as the case may be, or otherwise to the
holder of this permanent Global Note, rather than by publication as required by
the Conditions, [except that so long as the Notes are listed on the Luxembourg
Stock Exchange and the rules of that exchange so require, notices shall also be
published either on the website of the Luxembourg Stack Exchange (www.bourse.lu)
or in a leading newspaper having general circulation in Luxembourg (which is
expected to be the Luxemburger Wort)]. 

 

52







Negotiability


This
permanent Global Note is a bearer document and negotiable and accordingly: 

 

	1	is freely transferable by delivery and such
      transfer shall operate to confer upon the transferee all rights and
      benefits appertaining hereto and to bind the transferee with all
      obligations appertaining hereto pursuant to the Conditions



 

	2	the holder of this permanent Global Note is
      and shall be absolutely entitled as against all previous holders to
      receive all amounts by way of amounts payable upon redemption, interest or
      otherwise payable in respect of this permanent Global Note and the Issuer
      has waived against such holder and any previous holder of this permanent
      Global Note all rights of set-off or counterclaim that would or might
      otherwise be available to it in respect of the obligations evidenced by
      this Global Note and 


 

	3	payment upon due presentation of this
      permanent Global Note as provided herein shall operate as a good discharge
      against such holder and all previous holders of this permanent Global
      Note. 


No
provisions of this permanent Global Note shall alter or impair the obligation of
the Issuer to pay the principal and premium of and interest on the Notes when
due in accordance with the Conditions. 

This
permanent Global Note shall not be valid or become obligatory for any purpose
until authenticated by or on behalf of the Issuing and Paying Agent and
effectuated by the entity appointed as Common Safekeeper by the relevant
Clearing Systems. 

This
permanent Global Note [and any non-contractual obligations arising out of or in
connection with it] shall be governed by English law. 

In
witness whereof the Issuer has caused this permanent Global Note to be duly
signed on its behalf. 

Dated
as of the Issue Date. 

[ISSUER]


By:


CERTIFICATE
OF AUTHENTICATION 

This
permanent Global Note is authenticated 

by
or on behalf of the Issuing and Paying Agent. 

[ISSUING
AND PAYING AGENT] 

as
Issuing and Paying Agent 

 

53







By:


Authorised
 Signatory 

For
the purposes of authentication only. 

Effectuation


This
permanent Global Note 

is
effectuated by or on behalf of the Common Safekeeper. 

[COMMON
SAFEKEEPER]  

as
Common Safekeeper 

By:


Authorised
Signatory 

For
the purposes of effectuation only. 

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

 

54







Schedule


[Insert
the provisions of the relevant Final Terms that relate to the Conditions or the
Global Notes as the Schedule.] 

 

55







Schedule
1 

Part
E 

Form
of Global Certificate 

[CENTRAL
NETWORKS EAST PLC]/[CENTRAL NETWORKS WEST PLC] 

(Incorporated
with limited liability in England and Wales under 

the
Companies Act 1985 with registered number [02366923]/[03600574]) 

EURO
MEDIUM TERM NOTE PROGRAMME 

GLOBAL
CERTIFICATE 

Global
Certificate No. [●] 

This
Global Certificate is issued in respect of the nominal amount specified above of
the Notes (the “Notes”) of the Tranche and Series specified in Part A of
the Schedule hereto of [ISSUER] (the “Issuer”). This Global Certificate
certifies that the person whose name is entered in the Register (the
“Registered Holder”) is registered as the holder of an issue of Notes of
the nominal amount, specified currency and specified denomination set out in
Part A of the Schedule hereto. 

Interpretation
and Definitions 

References
in this Global Certificate to the “Conditions” are to the Terms and Conditions
applicable to the Notes (which are in the form set out in Schedule 2 Part C
(Terms and Conditions of the Notes) to the Trust Deed (as
amended or supplemented as at the Issue Date, the “Trust Deed”) dated
26 November 2010 between the Issuer and Deutsche Trustee Company Limited as
trustee, as such form is supplemented and/or modified and/or superseded by the
provisions of this Global Certificate (including the supplemental definitions
and any modifications or additions set out in Part A of the Schedule hereto),
which in the event of any conflict shall prevail). Other capitalised terms used
in this Global Certificate shall have the meanings given to them in the
Conditions or the Trust Deed. 

Promise
to Pay 

The
Issuer, for value received, promises to pay to the holder of the Notes
represented by this Global Certificate upon presentation and (when no further
payment is due in respect of the Notes represented by this Global Certificate)
surrender of this Global Certificate on the Maturity Date (or on such earlier
date as the amount payable upon redemption under the Conditions may become
repayable in accordance with the Conditions) the amount payable upon redemption
under the Conditions in respect of the Notes represented by this Global
 Certificate and (unless the Notes represented by this Certificate do not bear
interest) to pay interest in respect of such Notes from the Interest
Commencement Date in arrear at the rates, on the dates for payment, and in
accordance with the methods of calculation provided for in the Conditions, save
that the calculation is made in respect of the total aggregate amount of the
Notes represented by this Global Certificate, together with such other sums and
additional amounts (if any) as may be payable under the Conditions, in
accordance with the Conditions. Each payment will be made to, or to the order
of, the person whose name is entered on the Register at the close of business on
the Clearing System Business Day immediately prior to the date for payment,
where Clearing System Business Day means Monday to Friday inclusive except
25 December and 1 January. 

For
the purposes of this Global Certificate, (a) the holder of the Notes
represented by this Global Certificate is bound by the provisions of the Agency
Agreement, (b) the Issuer certifies that the Registered Holder is, at the
date hereof, entered in the Register as the holder of the Notes represented by
this Global Certificate, (c) this Global Certificate is evidence of
entitlement only, (d) title to the Notes represented by this Global
Certificate passes only on due registration on the Register, and (e) only
the holder of the Notes represented by this Global Certificate is entitled to
payments in respect of the Notes represented by this Global Certificate. 

 

56







Transfer
of Notes represented by permanent Global Certificates 

If
the Schedule hereto states that the Notes are to be represented by a permanent
Global Certificate on issue, transfers of the holding of Notes represented by
 this Global Certificate pursuant to Condition 2(b) may only be made in part:


 

	 	(i)	if the Notes represented by this Global
      Certificate are held on behalf of Euroclear or Clearstream, Luxembourg or
      any other clearing system (an “Alternative Clearing System”) and
      any such clearing system is closed for business for a continuous period of
      14 days (other than by reason of holidays, statutory or otherwise) or
      announces an intention permanently to cease business or does in fact do so
      or 


 

	 	(ii)	with the consent of the Issuer



provided
that, in the case of the first transfer of part of a holding pursuant to
(i) above, the holder of the Notes represented by this Global Certificate
has given the Registrar not less than 30 days’ notice at its specified office of
such holder’s intention to effect such transfer. Where the holding of Notes
 represented by this Global Certificate is only transferable in its entirety,
the Certificate issued to the transferee upon transfer of such holding shall be
a Global Certificate. Where transfers are permitted in part, Certificates issued
to transferees shall not be Global Certificates unless the transferee so
requests and certifies to the Registrar that it is, or is acting as a nominee
for, Clearstream, Luxembourg, Euroclear and/or an Alternative Clearing System.


Meetings


For
the purposes of any meeting of Noteholders, the holder of the Notes represented
by this Global Certificate shall (unless this Global Certificate represents only
one Note) be treated as [two persons for the purposes of any quorum requirements
of a meeting of Noteholders and as] being entitled to one vote in respect of
each integral currency unit of the Specified Currency of the Notes. 

This
Global Certificate shall not become valid for any purpose until authenticated by
or on behalf of the Registrar and in the case of Registered Notes held under the
NSS only, effectuated by the entity appointed as Common Safekeeper by the
relevant Clearing Systems. 

This
Global Certificate [and any non-contractual obligations arising out of or in
connection with it] shall be governed by English law. 

In
witness whereof the Issuer has caused this Global Certificate to be signed
on its behalf. 

Dated
as of the Issue Date. 

[ISSUER]


By:


CERTIFICATE
OF AUTHENTICATION 

 

57







	
	
	
      This
      Global Certificate is authenticated

      by
      or on behalf of the Registrar.

       

      [REGISTRAR]

      as
      Registrar

	
	By:
	
	
      Authorised
      Signatory

      For
      the purposes of authentication only.

	
	
      Effectuation

       

      This
      Global Certificate is effectuated

      by
      or on behalf of the Common Safekeeper

	
	
      [COMMON
      SAFEKEEPER]

      as
      Common Safekeeper

	
	By:
	
	
      Authorised
      Signatory

      For
      the purposes of effectuation of Registered Notes held through the NSS
      only



 

58







Form
of Transfer 

For
value received the undersigned transfers to

 

					
		  	
       
	  	
		  	
       
	  	


(PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE) 

[●]
nominal amount of the Notes represented by this Global Certificate, and all
rights under them. 

 

									
		  	Dated	  		  		  	
       

		  	Signed	  	
       
	  		  	Certifying Signature


Notes:

 

	 	(i)	The signature of the person effecting a
      transfer shall conform to a list of duly authorised specimen signatures
      supplied by the holder of the Notes represented by this Global Certificate
      or (if such signature corresponds with the name as it appears on the face
      of this Global Certificate) be certified by a notary public or a
      recognised bank or be supported by such other evidence as a Transfer Agent
      or the Registrar may reasonably require. 


 

	 	(ii)	A representative of the Noteholder should
      state the capacity in which he signs e.g. executor. 


 

59







Schedule


[Insert
the provisions of the relevant Final Terms that relate to the Conditions or the
Global Certificate as the Schedule.] 

 

60







Schedule
2 

Part
A 

Form
of Bearer Note 

On
the front: 

 

							
	[Denomination]	  	[ISIN]	  	[Series]	  	[Certif. No.]


[Currency
and denomination] 

[CENTRAL
NETWORKS EAST PLC]/[CENTRAL NETWORKS WEST PLC] 

(Incorporated
with limited liability in England and Wales under 

the
Companies Act 1985 with registered number [02366923]/[03600574]) 

EURO
MEDIUM TERM NOTE PROGRAMME 

Series
No. [●] 

[Title
of issue] 

This
Note forms one of the Series of Notes referred to above (the “Notes”) of
[ISSUER] (the “Issuer”) designated as specified in the title hereof. The
Notes are subject to the Terms and Conditions (the “Conditions”) endorsed
hereon and are issued subject to, and with the benefit of, the Trust Deed
referred to in the Conditions. Expressions defined in the Conditions have the
same meanings in this Note. 

The
Issuer for value received promises to pay to the bearer of this Note, on
presentation and (when no further payment is due in respect of this Note)
 surrender of this Note on the Maturity Date (or on such earlier date as the
amount payable upon redemption under the Conditions may become repayable in
accordance with the Conditions) the amount payable upon redemption under the
Conditions and (unless this Note does not bear interest) to pay interest from
the Interest Commencement Date in arrear at the rates, in the amounts and on the
dates for payment provided for in the Conditions together with such other sums
and additional amounts (if any) as may be payable under the Conditions, in
accordance with the Conditions. 

This
Note shall not become valid or obligatory for any purpose until authenticated by
or on behalf of the Issuing and Paying Agent. 

In
witness whereof the Issuer has caused this Note to be signed on its behalf.


Dated
as of the Issue Date. 

[ISSUER]


By:


CERTIFICATE
OF AUTHENTICATION

 

61







This
Note is authenticated 

by
or on behalf of the Issuing and Paying Agent. 

[ISSUING
 AND PAYING AGENT] 

as
Issuing and Paying Agent 

By:


Authorised
Signatory 

For
the purposes of authentication only. 

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

 

62







On
the back: 

Terms
and Conditions of the Notes 

[The
 Terms and Conditions that are set out in Schedule 2 Part C (Terms and
Conditions of the Notes) to the Trust Deed as amended by and
incorporating any additional provisions forming part of such Terms and
Conditions and set out in Part A of the relevant Final Terms shall be set out
here.] 

ISSUING
AND PAYING AGENT 

[ISSUING
AND PAYING AGENT] 

PAYING
AGENT[S] 

 

●                      
                       ●


 

●                      
                       ●


 

●                      
                       ●


 

63







Schedule
2 

Part
B 

Form
of Certificate 

On
the front: 

[CENTRAL
 NETWORKS EAST PLC]/[CENTRAL NETWORKS WEST PLC] 

(Incorporated
with limited liability in England and Wales under 

the
Companies Act 1985 with registered number [02366923]/[03600574]) 

EURO
MEDIUM TERM NOTE PROGRAMME 

Series
No. [●] 

[Title
of Issue] 

This
Certificate certifies that [●] of [●] (the “Registered Holder”) is, as at
the date hereof, registered as the holder of [nominal amount] of Notes of the
Series of Notes referred to above (the “Notes”) of [ISSUER] (the
“Issuer”), designated as specified in the title hereof. The Notes are
subject to the Terms and Conditions (the “Conditions”) endorsed hereon
and are issued subject to, and with the benefit of, the Trust Deed referred to
in the Conditions. Expressions defined in the Conditions have the same meanings
in this Certificate. 

The
Issuer, for value received, promises to pay to the holder of the Note(s)
represented by this Certificate upon presentation and (when no further payment
is due in respect of the Note(s) represented by this Certificate) surrender of
this Certificate on the Maturity Date (or on such earlier date as the amount
payable upon redemption under the Conditions may become repayable in accordance
with the Conditions) the amount payable upon redemption under the Conditions in
respect of the Notes represented by this Certificate and (unless the Note(s)
represented by this Certificate do not bear interest) to pay interest in respect
of such Notes from the Interest Commencement Date in arrear at the rates, in the
amounts and on the dates for payment provided for in the Conditions together
with such other sums and additional amounts (if any) as may be payable under the
Conditions, in accordance with the Conditions. 

For
the purposes of this Certificate, (a) the holder of the Note(s) represented
by this Certificate is bound by the provisions of the Agency Agreement,
(b) the Issuer certifies that the Registered Holder is, at the date hereof,
entered in the Register as the holder of the Note(s) represented by this
Certificate, (c) this Certificate is evidence of entitlement only,
(d) title to the Note(s) represented by this Certificate passes only on due
registration on the Register, and (e) only the holder of the Note(s)
represented by this Certificate is entitled to payments in respect of the
Note(s) represented by this Certificate. 

This
 Certificate shall not become valid for any purpose until authenticated by or on
behalf of the Registrar. 

In
witness whereof the Issuer has caused this Certificate to be signed on its
behalf. 

Dated
as of the Issue Date. 

[ISSUER]


By:


 

64







	
	
      CERTIFICATE
      OF AUTHENTICATION

       

	
      This
      Certificate is authenticated

      by
      or on behalf of the Registrar.

       

      [REGISTRAR]

       

      as
      Registrar

	
	By:
	
	
      Authorised
      Signatory

      For
      the purposes of authentication only.



 

65







On
the back: 

Terms
and Conditions of the Notes 

[The
 Terms and Conditions that are set out in Schedule 2 Part C (Terms and
Conditions of the Notes) to the Trust Deed as amended by and
incorporating any additional provisions forming part of such Terms and
Conditions and set out in Part A of the relevant Final Terms shall be set out
here.] 

 

66







Form
of Transfer 

For
value received the undersigned transfers to

 

					
		  	
       
	  	
		  	
       
	  	


(PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE) 

[●]
nominal amount of the Notes represented by this Certificate, and all rights
under them. 

 

									
		  	Dated	  		  		  	
       

		  	Signed	  	
       
	  		  	Certifying Signature


Notes:


	 	(i)	The signature of the person effecting a
      transfer shall conform to a list of duly authorised specimen signatures
      supplied by the holder of the Notes represented by this Certificate or (if
      such signature corresponds with the name as it appears on the face of this
      Certificate) be certified by a notary public or a recognised bank or be
      supported by such other evidence as a Transfer Agent or the Registrar may
      reasonably require. 


 

	 	(ii)	A representative of the Noteholder should
      state the capacity in which he signs. 


Unless
the context otherwise requires capitalised terms used in this Form of Transfer
have the same meaning as in the Trust Deed dated 26 November 2010 between
the Issuer and the Note Trustee, [OTHER]. 

[TO
BE COMPLETED BY TRANSFEREE: 

[INSERT
ANY REQUIRED TRANSFEREE REPRESENTATIONS, CERTIFICATIONS, ETC.]] 

ISSUING
AND PAYING AGENT, TRANSFER AGENT [AND REGISTRAR] 

[ISSUING
AND PAYING AGENT] 

[●]


PAYING
AGENT[S] AND TRANSFER AGENT[S] 

[●]


 

67







Schedule
2 

Part
C 

Terms
and Conditions of the Notes 

 

68







TERMS
AND CONDITIONS OF THE NOTES 

The
following is the text of the terms and conditions that, subject to completion
and amendment and as supplemented or varied in
accordance with the provisions of Part A of the relevant
Final Terms, shall be applicable to the Notes in definitive form (if
any) issued in exchange for the Global Note(s) representing each Series. Either
 (i) the full text of these terms and conditions together with the relevant
provisions of Part A of the Final Terms or (ii) these terms and conditions
as so completed, amended, supplemented or varied (and subject to simplification
by the deletion of non-applicable provisions), shall be endorsed on such Bearer
Notes or on the Certificates relating to such Registered Notes. All capitalised
terms that are not defined in these Conditions will have the meanings given to
them in Part A of the relevant Final Terms. Those definitions will be endorsed
on the definitive Notes or Certificates, as the case may be. References in the
Conditions to “Notes” are to the Notes of one Series only, not to all Notes that
may be issued under the Programme. 

The
Notes are constituted by, are subject to, and have the benefit of, a trust deed
dated 26 November 2010 (as amended or supplemented as at the date of issue
of the Notes (the “Issue Date”), the “Trust Deed”) between
Central Networks East plc (“CNE”)and Central Networks West
plc (“CNW” and, together with CNE, the “Issuers” and each
an “Issuer”)) and Deutsche Trustee Company Limited (the “Note
Trustee”, which expression shall include all persons for the time being the
trustee or trustees under the Trust Deed) as trustee for the Noteholders (as
defined below). Notes issued by each Issuer are obligations solely of that
Issuer (the “Relevant Issuer”) and without recourse whatsoever to the other
Issuer. These terms and conditions (the “Conditions”) include summaries
of, and are subject to, the detailed provisions of the Trust Deed, which
includes the form of the Registered Notes, Bearer Notes, Certificates, Receipts,
Coupons and Talons referred to below. An Agency Agreement dated 26 November
2010 (as amended or supplemented as at the Issue Date, the ‘‘Agency
Agreement”) has been entered into in relation to the Notes between the
Issuers, the Note Trustee, Deutsche Bank AG, London Branch as issuing and paying
agent and the other agents named in it. The issuing and paying agent, the other
paying agents, the registrar, the transfer agents and the calculation agent(s)
for the time being (if any) are referred to below respectively as the
“Issuing and Paying Agent”, the “Luxembourg Paying Agent”, the
“Paying Agents” (which expression shall include the Issuing and Paying
Agent and the Luxembourg Paying Agent), the “Registrar”, the “Transfer
Agents” (which expression shall include the Registrar) and the
“Calculation Agent(s)”. Copies of the Trust Deed and the Agency Agreement
are available for inspection during usual business hours at the principal office
of the Note Trustee (presently at Winchester House, 1 Great Winchester Street,
London EC2N 2DB) and at the specified offices of the Paying Agents and the
Transfer Agents. 

The
Noteholders, the holders of the interest coupons (the “Coupons”) relating
to interest bearing Notes in bearer form and, where applicable in the case of
such Notes, talons for further Coupons (the “Talons”) (the
“Couponholders”) and the holders of the receipts for the payment of
instalments of principal (the “Receipts”) relating to Notes in bearer
form of which the principal is payable in instalments are entitled to the
benefit of, are bound by, and are deemed to have notice of, all the provisions
of the Trust Deed and are deemed to have notice of those provisions applicable
to them of the Agency Agreement. 

As
used in these Conditions, “Tranche” means Notes which are identical in
all respects. 

 

	1	Form, Denomination and Title
  


The
Notes are issued in bearer form (“Bearer Notes”) or in registered form
(“Registered Notes”) in each case in the Specified Denomination(s) shown
in the Final Terms provided that in the case of any Notes which are to be
admitted to trading on a regulated market within the European Economic Area or
offered to the public in a Member State of the European Economic Area in
circumstances which require the publication of a Prospectus under the Prospectus
Directive, the minimum Specified Denomination shall be €100,000 (or its
equivalent in any other currency as at the date of issue of the relevant Notes).


 

69







All
Registered Notes shall have the same Specified Denomination. 

Each
Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index
Linked Interest Note, an Index Linked Redemption Note, an Instalment Note, a
Dual Currency Note, a Partly Paid Note or a combination of any of the foregoing
or any other kind of Note, depending upon the Interest and Redemption/Payment
Basis shown in the Final Terms. 

Bearer
Notes are serially numbered and are issued with Coupons (and, where appropriate,
a Talon) attached, save in the case of Zero Coupon Notes in which case
references to interest (other than in relation to interest due after the
Maturity Date), Coupons and Talons in these Conditions are not applicable.
Instalment Notes are issued with one or more Receipts attached. 

Registered
Notes are represented by registered certificates (“Certificates”) and,
save as provided in Condition 2(c) (Exercise of Options or Partial
Redemption in Respect of Registered Notes), each Certificate shall
represent the entire holding of Registered Notes by the same holder. 

Title
to the Bearer Notes and the Receipts, Coupons and Talons shall pass by delivery.
Title to the Registered Notes shall pass by registration in the register that
the Issuers shall procure to be kept by the Registrar in accordance with the
provisions of the Agency Agreement (the “Register”). Except as ordered by
a court of competent jurisdiction or as required by law, the holder (as defined
below) of any Note, Receipt, Coupon or Talon shall be deemed to be and may be
treated as its absolute owner for all purposes whether or not it is overdue and
regardless of any notice of ownership, trust or an interest in it, any writing
on it (or on the Certificate representing it) or its theft or loss (or that of
the related Certificate) and no person shall be liable for so treating the
holder. 

In
these Conditions, “Noteholder” means the bearer of any Bearer Note and
the Receipts relating to it orthe person in whose name a
Registered Note is registered (as the case may be), “holder” (in relation
to a Note, Receipt, Coupon or Talon) means the bearer of any Bearer Note,
Receipt, Coupon or Talon or the person in whose name a Registered Note is
registered (as the case may be) and capitalised terms have the meanings given to
them in the Final Terms, the absence of any such meaning indicating that such
term is not applicable to the Notes. 

 

	2	No Exchange of Notes and Transfers of
      Registered Notes 


 

	 	(a)	No Exchange of Notes: Registered
      Notes may not be exchanged for Bearer Notes. Bearer Notes of one Specified
      Denomination may not be exchanged for Bearer Notes of another Specified
      Denomination. Bearer Notes may not he exchanged for Registered Notes.
  


 

	 	(b)	Transfer of Registered Notes: One or
      more Registered Notes may be transferred upon the surrender (at the
      specified office of the Registrar or any Transfer Agent) of the
      Certificate representing such Registered Notes to be transferred, together
      with the form of transfer endorsed on such Certificate, (or another form
      of transfer substantially in the same form and containing the same
      representations and certifications (if any), unless otherwise agreed by
      the Relevant Issuer), duly completed and executed and any other evidence
      as the Registrar or Transfer Agent may reasonably require. In the case of
      a transfer of part only of a holding of Registered Notes represented by
      one Certificate, a new Certificate shall be issued to the transferee in
      respect of the part transferred and a further new Certificate in respect
      of the balance of the holding not transferred shall be issued to the
      transferor. All transfers of Notes and entries on the Register will be
       made subject to the detailed regulations concerning transfers of Notes
      scheduled to the Agency Agreement. The regulations may be changed by the
      Issuers, with the prior written approval of the Registrar and the Note
      Trustee. A copy of the current regulations will be made available by the
      Registrar to any Noteholder upon request. 


 

	 	(c)	
      Exercise of
      Options or Partial Redemption in Respect of Registered Notes: In the
      case of an exercise of a Relevant Issuer’s or Noteholders’ option in
      respect of, or a partial redemption of, a holding of Registered Notes
      represented by a single Certificate, a new Certificate shall be issued to
      the holder to reflect the exercise of such option or in respect of the
       balance of the 



 

70







	 	holding not redeemed. In the case of a
      partial exercise of an option resulting in Registered Notes of the same
      holding having different terms, separate Certificates shall be issued in
      respect of those Notes of that holding that have the same terms. New
      Certificates shall only be issued against surrender of the existing
      Certificates to the Registrar or any Transfer Agent. In the case of a
      transfer of Registered Notes to a person who is already a holder of
      Registered Notes, a new Certificate representing the enlarged holding
      shall only he issued against surrender of the Certificate representing the
      existing holding. 


 

	 	(d)	Delivery of New Certificates: Each
      new Certificate to be issued pursuant to Conditions 2(b)
      (Transfer of Registered Notes) or (c) (Exercise of
      Options or Partial Redemption in Respect of Registered Notes)
      shall be available for delivery within three business days of receipt of
      the form of transfer or Exercise Notice (as defined in Condition 6(g)
      (Redemption at the Option of Noteholders)) and surrender of the
       Certificate for exchange. Delivery of the new Certificate(s) shall be
      made at the specified office of the Transfer Agent or of the Registrar (as
      the case may be) to whom delivery or surrender of such form of transfer,
      Exercise Notice or Certificate shall have been made or, at the option of
      the holder making such delivery or surrender as aforesaid and as specified
      in the relevant form of transfer, Exercise Notice or otherwise in writing,
      be mailed by uninsured post at the risk of the holder entitled to the new
      Certificate to such address as may be so specified, unless such holder
      requests otherwise and pays in advance to the relevant Transfer Agent the
      costs of such other method of delivery and/or such insurance as it may
      specify. In this Condition 2(d) (Delivery of New
      Certificates), “business day” means a day, other than a
      Saturday or Sunday, on which banks are open for business in the place of
      the specified office of the relevant Transfer Agent or the Registrar (as
      the case may be). 


 

	 	(e)	Transfers Free of Charge: Transfers
      of Notes and Certificates on registration, transfer, exercise of an option
      or partial redemption shall be effected without charge by or on behalf of
      the Relevant Issuer, the Registrar or the Transfer Agents, but upon
      payment of any tax or other governmental charges that may be imposed in
      relation to it (or the giving of such indemnity as the Registrar or the
      relevant Transfer Agent may require). 


 

	 	(f)	Closed Periods: No Noteholder may
      require the transfer of a Registered Note to be registered (i) during the
      period of 15 days ending on the due date for redemption of, or payment of
      any Instalment Amount in respect of, that Note, (ii) during the
      period of 15 days prior to any date on which Notes may be called for
      redemption by the Relevant Issuer at its option pursuant to Condition 6(e)
      (Redemption at the Option of the Relevant Issuer) or
      6(f) (Optional Redemption Period Redemption),
      (iii) after any such Note has been called for redemption or
      (iv) during the period of seven days ending on (and including) any
      Record Date. 


 

	3	Status 


The
Notes and the Receipts and Coupons relating to them constitute (subject to
 Condition 4 (Negative Pledge)) direct, general, unconditional and
unsecured obligations of the Issuers and shall at all times rank pari
passu and without any preference among themselves. The payment obligations
of the Issuers under the Notes and the Receipts and the Coupons relating to them
shall, save for such exceptions as may be provided by applicable legislation and
subject to Condition 4 (Negative Pledge), at all times rank
at least equally with all other unsecured and unsubordinated indebtedness of the
Issuers present and future. 

 

	4	Negative Pledge 


So
long as any Note or Coupon remains outstanding (as defined in the Trust Deed),
the Relevant Issuer will not create, or have outstanding, any mortgage, charge,
lien, pledge or other security interest, upon the whole or any part of its
present or future undertaking, assets or revenues (including any uncalled
 capital) to secure any Relevant Indebtedness, or any guarantee or indemnity in
respect of any Relevant Indebtedness, without at the same time or prior thereto
according to the Notes and the Coupons either (A) the same security as is
created or subsisting to secure any such Relevant Indebtedness, guarantee 

 

71








or indemnity or (B) such other security as either (i) the Note Trustee
shall in its absolute discretion deem not materially less beneficial to the
interests of the Noteholders or (ii) shall be approved by an Extraordinary
Resolution (as defined in the Trust Deed) of the Noteholders. 

In
this Condition: 

“Relevant
Indebtedness” means any indebtedness which is in the form of, or represented
or evidenced by, bonds, notes, debentures, loan stock or other securities having
an original maturity of more than one year which (with the consent of the
Relevant Issuer of such indebtedness) for the time being are, or are intended to
be capable of being, quoted, listed or dealt in or traded on a stock exchange or
over-the-counter or other securities market. 

 

	5	Interest and other Calculations
  


 

	 	(a)	Interest on Fixed Rate Notes: Each
      Fixed Rate Note bears interest on its outstanding nominal amount from the
      Interest Commencement Date at the rate per annum (expressed as a
      percentage) equal to the Rate of Interest, such interest being payable in
      arrear on each Interest Payment Date. The amount of interest payable shall
      be determined in accordance with Condition 5(h)
      (Calculations). 


 

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


 

	 	(i)	Interest Payment Dates: Each Floating
      Rate Note and Index Linked Interest Note bears interest on its outstanding
      nominal amount from the Interest Commencement Date at the rate per annum
      (expressed as a percentage) equal to the Rate of Interest, such Interest
      being payable in arrear on each Interest Payment Date. The amount of
      interest payable shall be determined in accordance with Condition 5(h)
      (Calculations). Such Interest Payment Date(s) is/are either shown
      in the Final Terms as Specified Interest Payment Dates or, if no Specified
      Interest Payment Date(s) is/are shown in the Final Terms, Interest Payment
      Date shall mean each date which falls the number of months or other period
       shown in the Final Terms as the Interest Period after the preceding
      Interest Payment Date or, in the case of the first Interest Payment Date,
      after the Interest Commencement Date. 


 

	 	(ii)	Business Day Convention: If any date
      referred to in these Conditions that is specified to be subject to
      adjustment in accordance with a Business Day Convention would otherwise
      fall on a day that is not a Business Day, then, if the Business Day
      Convention specified is (A) the Floating Rate Business Day
      Convention, such date shall be postponed to the next day that is a
      Business Day unless it would thereby fall into the next calendar month, in
      which event (x) such date shall be brought forward to the immediately
      preceding Business Day and (y) each subsequent such date shall be the
      last Business Day of the mouth in which such date would have fallen had it
      not been subject to adjustment, (B) the Following Business Day
      Convention, such date shall be postponed to the next day that is a
      Business Day, (C) the Modified Following Business Day Convention,
      such date shall be postponed to the next day that is a Business Day unless
       it would thereby fall into the next calendar month, in which event such
      date shall be brought forward to the immediately preceding Business Day or
      (D) the Preceding Business Day Convention, such date shall be brought
      forward to the immediately preceding Business Day. 


 

	 	(iii)	Rate of Interest for Floating Rate
      Notes: The Rate of Interest in respect of Floating Rate Notes for each
      Interest Accrual Period shall be determined in the manner specified in the
      Final Terms and the provisions below relating to either ISDA Determination
      or Screen Rate Determination shall apply, depending upon which is
      specified in the Final Terms. 


 

72







	 	(A)	ISDA Determination for Floating Rate Notes
    


Where
ISDA Determination is specified in the Final Terms as the manner in which the
Rate of Interest is to be determined, the Rate of Interest for each Interest
Accrual Period shall be determined by the Calculation Agent as a rate equal to
the relevant ISDA Rate. For the purposes of this sub-paragraph (A), “ISDA
Rate” for an Interest Accrual Period means a rate equal to the Floating Rate
that would be determined by the Calculation Agent under a Swap Transaction under
the terms of an agreement incorporating the ISDA Definitions and under which:


 

	 	(x)	the Floating Rate Option is as specified in
      the relevant Final Terms 


 

	 	(y)	the Designated Maturity is a period
      specified in the relevant Final Terms and 


 

	 	(z)	the relevant Reset Date is the first day of
      that Interest Accrual Period unless otherwise specified in the relevant
      Final Terms. 


For
the purposes of this sub-paragraph (A), “Floating Rate”, “Calculation Agent”,
“Floating Rate Option”, “Designated Maturity”, “Reset Date” and“Swap
Transaction” have the meanings given to those terms in the ISDA Definitions.


 

	 	(B)	Screen Rate Determination for Floating Rate
      Notes 


 

	 	(x)	Where Screen Rate Determination is specified
      in the Final Terms as the manner in which the Rate of Interest is to be
      determined, the Rate of Interest for each Interest Accrual Period will,
      subject as provided below, be either: 


 

	 	(1)	the offered quotation; or



 

	 	(2)	the arithmetic mean of the offered
      quotations, 


(expressed
as a percentage rate per annum) for the Reference Rate which appears or appear,
as the case may be, on the Relevant Screen Page as at either 11.00 a.m. (London
time in the case of LIBOR or Brussels time in the case of EURIBOR) on the
Interest Determination Date in question as determined by the Calculation Agent.
If five or more of such offered quotations are available on the Relevant Screen
Page, the highest (or, if there is more than one such highest quotation, one
only of such quotations) and the lowest (or, if there is more than one such
lowest quotation, one only of such quotations) shall be disregarded by the
Calculation Agent for the purpose of determining the arithmetic mean of such
offered quotations. 

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

 

	 	(y)	
      if
      the Relevant Screen Page is not available or if, sub-paragraph (x)(1)
      applies and no such offered quotation appears on the Relevant Screen Page
      or if sub paragraph (x)(2) above applies and fewer than three such offered
      quotations appear on the Relevant Screen Page in each case as at the time
      specified above, subject as provided below, the Calculation Agent shall
      request, if the Reference Rate is LIBOR, the principal London office of
      each of the Reference Banks or, if the Reference Rate is EURIBOR, the
      principal Euro-zone office of each of the Reference Banks, to provide the
      Calculation Agent with its offered quotation (expressed as a percentage
      rate per annum) for the Reference Rate if the Reference Rate is LIBOR, at
      



 

73







	 	approximately 11.00 a.m. (London time), or
      if the Reference Rate is EURIBOR, at approximately 11.00 a.m. (Brussels
      time) on the Interest Determination Date in question. If two or more of
      the Reference Banks provide the Calculation Agent with such offered
      quotations, the Rate of Interest for such Interest Accrual Period shall be
      the arithmetic mean of such offered quotations as determined by the
      Calculation Agent; and 


 

	 	(z)	if paragraph (y) above applies and the
      Calculation Agent determines that fewer than two Reference Banks are
      providing offered quotations, subject as provided below, the Rate of
      Interest shall be the arithmetic mean of the rates per annum (expressed as
      a percentage) as communicated to (and at the request of) the Calculation
      Agent by the Reference Banks or any two or more of them, at which such
      banks were offered, if the Reference Rate is LIBOR, at approximately 11.00
      a.m. (London time) or, if the Reference Rate is EURIBOR, at approximately
      11.00 a.m. (Brussels time) on the relevant Interest Determination Date,
      deposits in the Specified Currency for a period equal to that which would
      have been used for the Reference Rate by leading banks in, if the
      Reference Rate is LIBOR, the London inter-bank market or, if the Reference
      Rate is EURIBOR, the Euro-zone inter-bank market, as the case may be, or,
      if fewer than two of the Reference Banks provide the Calculation Agent
      with such offered rates, the offered rate for deposits in the Specified
      Currency for a period equal to that which would have been used for the
      Reference Rate, or the arithmetic mean of the offered rates for deposits
      in the Specified Currency for a period equal to that which would have been
      used for the Reference Rate, at which, if the Reference Rate is LIBOR, at
      approximately 11.00 a.m. (London time) or, if the Reference Rate is
      EURIBOR, at approximately 11.00 a.m. (Brussels time), on the relevant
      Interest Determination Date, any one or more banks (which bank or banks is
      or are in the opinion of the Note Trustee and the Relevant Issuer suitable
      for such purpose) informs the Calculation Agent it is quoting to leading
      banks in, if the Reference Rate is LIBOR, the London inter-bank market or,
      if the Reference Rate is EURIBOR, the Euro-zone inter-bank market, as the
      case may be, provided that, if the Rate of Interest cannot be determined
      in accordance with the foregoing provisions of this paragraph, the Rate of
      Interest shall be determined as at the last preceding Interest
      Determination Date (though substituting, where a different Margin or
      Maximum or Minimum Rate of Interest is to be applied to the relevant
      Interest Accrual Period from that which applied to the last preceding
      Interest Accrual Period, the Margin or Maximum or Minimum Rate of Interest
      relating to the relevant Interest Accrual Period, in place of the Margin
      or Maximum or Minimum Rate of Interest relating to that last preceding
      Interest Accrual Period). 


 

	 	(iv)	Rate of Interest for Index Linked Interest
      Notes: The Rate of Interest in respect of Index Linked Interest
      Notes for each Interest Accrual Period shall be determined in the manner
      specified in the Final Terms and interest will accrue by reference to an
      Index or Formula as specified in the Final Terms. 


 

	 	(c)	Zero Coupon Notes: Where a Note the
      Interest Basis of which is specified to be Zero Coupon is repayable prior
      to the Maturity Date and is not paid when due, the amount due and payable
      prior to the Maturity Date shall be the Early Redemption Amount of such
      Note. As from the Maturity Date, the Rate of Interest for any overdue
      principal of such a Note shall be a rate per annum (expressed as a
      percentage) equal to the Amortisation Yield (as described in Condition
      6(b)(i) (Early Redemption)). 


 

74







	 	(d)	Dual Currency Notes: In the case of
      Dual Currency Notes, if the rate or amount of interest falls to be
      determined by reference to a Rate of Exchange or a method of calculating
      Rate of Exchange, the rate or amount of interest payable shall be
      determined in the manner specified in the Final Terms.



 

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



 

	 	(f)	Accrual of Interest: Interest shall
      cease to accrue on each Note on the due date for redemption unless, upon
      due presentation, payment is improperly withheld or refused, in which
      event interest shall continue to accrue (both before and after judgment)
      at the Rate of Interest in the manner provided in this Condition 5
      (Interest and other Calculations) to the Relevant
      Date (as defined in Condition 9 (Taxation)).



 

	 	(g)	Margin, Maximum/Minimum Rates of
      Interest, Instalment Amounts, Redemption Amounts and Rounding:
  


 

	 	(i)	If any Margin is specified in the Final
      Terms (either (x) generally, or (y) in relation to one or more
      Interest Accrual Periods), an adjustment shall be made to all Rates of
      Interest, in the case of (x), or the Rates of Interest for the specified
      Interest Accrual Periods, in the case of (y), calculated in accordance
      with Condition 5(b) (Interest on Floating Rate Notes and Index
      Linked Notes) above by adding (if a positive number) or subtracting
      the absolute value (if a negative number) of such Margin, subject always
      to the next paragraph. 


 

	 	(ii)	If any Maximum or Minimum Rate of Interest,
      Instalment Amount or Redemption Amount is specified in the Final Terms,
      then any Rate of Interest, Instalment Amount or Redemption Amount shall be
      subject to such maximum or minimum, as the case may be.



 

	 	(iii)	For the purposes of any calculations
      required pursuant to these Conditions (unless otherwise specified),
      (x) all percentages resulting from such calculations shall be
      rounded, if necessary, to the nearest one hundred-thousandth of a
      percentage point (with halves being rounded up), (y) all figures
      shall be rounded to seven significant figures (with halves being rounded
      up) and (z) all currency amounts that fall due and payable shall be
      rounded to the nearest unit of such currency (with halves being rounded
      up), save in the case of yen, which shall be rounded down to the nearest
      yen. For these purposes “unit” means the lowest amount of such
      currency that is available as legal tender in the countries of such
      currency. 


 

	 	(h)	Calculations: The amount of interest
      payable per Calculation Amount in respect of any Note for any Interest
      Accrual Period shall be equal to the product of the Rate of Interest, the
      Calculation Amount specified in the Final Terms, and the Day Count
      Fraction for such Interest Accrual Period, unless an Interest Amount (or a
      formula for its calculation) is applicable to such Interest Accrual
      Period, in which case the amount of interest payable per Calculation
       Amount in respect of such Note for such Interest Accrual Period shall
      equal such Interest Amount (or be calculated in accordance with such
      formula). Where any Interest Period comprises two or more Interest Accrual
      Periods, the amount of interest payable per Calculation Amount in respect
      of such Interest Period shall be the sum of the Interest Amounts payable
      in respect of each of those Interest Accrual Periods. In respect of any
      other period for which interest is required to be calculated, the
      provisions above shall apply save that the Day Count Fraction shall be for
      the period for which interest is required to be calculated.



 

	 	(i)	
      Determination
      and Publication of Rates of Interest, Interest Amounts, Final Redemption
      Amounts, Early Redemption Amounts, Optional Redemption Amounts and
      Instalment Amounts: The Calculation Agent shall as soon, as practicable on
      each Interest Determination 



 

75








Date, or such other time on such date as the Calculation Agent may be required
to calculate any rate or amount, obtain any quotation or make any determination
or calculation, determine such rate and calculate the Interest Amounts in
respect of each denomination of the Notes for the relevant Interest Accrual
Period, Interest Period or Interest Payment Date calculate the Final Redemption
Amount, Early Redemption Amount, Optional Redemption Amount or Instalment
Amount, obtain such quotation and/or make such determination or calculation, as
the case may be, and cause the Rate of Interest and the Interest Amounts for
each Interest Accrual Period, Interest Period or Interest Payment Date and, if
required, the relevant Interest Payment Date and, if required to be calculated,
the Final Redemption Amount, Early Redemption Amount, Optional Redemption Amount
or any Instalment Amount to be notified to the Note Trustee, the Relevant
 Issuer, each of the Paying Agents, the Noteholders, any other Calculation Agent
appointed in respect of the Notes that is to make a further calculation upon
receipt of such information and, if the Notes are listed on a stock exchange and
the rules of such exchange or other relevant authority so require, such exchange
or other relevant authority as soon as possible after their determination but in
no event later than (i) the commencement of the relevant Interest Period,
if determined prior to such time, in the case of notification to such exchange
of a Rate of Interest and Interest Amount, or (ii) in all other cases, the
fourth Business Day after such determination. Where any Interest Payment Date or
Interest Period Date is subject to adjustment pursuant to Condition 5(b)(ii)
(Interest on Floating Rate Notes and Index Linked Notes),
the Interest Amounts and the Interest Payment Date so published may subsequently
be amended (or appropriate alternative arrangements made with the consent of the
Note Trustee by way of adjustment) without notice in the event of all extension
or shortening of the Interest Period. If the Notes become due and payable under
Condition 11 (Events of Default), the accrued interest and
the Rate of Interest payable in respect of the Notes shall nevertheless continue
to be calculated as previously in accordance with this Condition but no
publication of the Rate of Interest or the Interest Amount so calculated need be
made unless the Note Trustee otherwise requires. The determination of any rate
or amount, the obtaining of each quotation and the making of each determination
or calculation by the Calculation Agent(s) shall (in the absence of manifest
error) be final and binding upon all parties. 

 

	 	(j)	Determination or Calculation by Note
      Trustee: If the Calculation Agent does not at any time for any reason
      determine or calculate the Rate of Interest for an Interest Accrual Period
      or any Interest Amount, Instalment Amount, Final Redemption Amount, Early
      Redemption Amount or Optional Redemption Amount, or take any action that
      it is required to do pursuant to these Conditions, the Calculation Agent
      shall forthwith notify the Relevant Issuer, the Note Trustee and the
      Issuing and Paying Agent and the Note Trustee (whether or not it receives
      such notice) shall do so (or shall appoint an Agent. In its behalf to do
      so) and such determination or calculation shall be deemed to have been
      made by the Calculation Agent in doing so, the Note Trustee shall apply
      the foregoing provisions of this Condition, with any necessary
      consequential amendments, to the extent that, in its opinion, it can do
      so, and, in all other respects it shall do so in such manner as it shall
      deem fair and reasonable in all the circumstances. 


 

	 	(k)	Definitions: In these Conditions,
      unless the context otherwise requires, the following defined terms shall
      have the meanings set out below: 


“Business
Day” means: 

 

	 	(i)	in the case of a currency other than euro, a
      day (other than a Saturday or Sunday) on which commercial banks and
      foreign exchange markets settle payments in the principal financial centre
      for such currency and/or 


 

	 	(ii)	in the case of euro, a day on which the
      TARGET System is operating (a “TARGET Business Day”) and/or
  


 

	 	(iii)	in the case of a currency and/or one or more
      Business Centres a day (other than a Saturday or a Sunday) on which
      commercial banks and foreign exchange markets settle payments in such
      currency in the Business Centre(s) or, if no currency is indicated,
      generally in each of the Business Centres. 


 

76







“Day
Count Fraction” means, in respect of the calculation of an amount of
 interest on any Note for any period of time (from and including the first day
of such period to but excluding the last) (whether or not constituting an
Interest Period or an Interest Accrual Period, the “Calculation Period”):


 

	 	(i)	if “Actual/Actual” or
      “Actual/Actual—ISDA” is specified in the Final Terms, the actual
      number of days in the Calculation Period divided by 365 (or, if any
      portion of that Calculation Period falls in a leap year, the sum of
      (A) the actual number of days in that portion of the Calculation
      Period falling in a leap year divided by 366 and (B) the actual
      number of days in that portion of the Calculation Period falling in a
      non-leap year divided by 365) 


 

	 	(ii)	if “Actual/365 (Fixed)” is specified
      in the Final Terms, the actual number of days in the Calculation Period
      divided by 365 


 

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


 

	 	(iv)	if “Actual/360” is specified in the
      Final Terms, the actual number of days in the Calculation Period divided
      by 360 


 

	 	(v)	if “30/360”, “360/360” or “Bond
      Basis” is specified in the Final Terms, the number of days in the
      Calculation Period divided by 360, calculated on a formula basis as
      follows: 


Day
Count Fraction = [360 x (Y2
-Y1)] + [30 x (M2 -M1)]+
(D2 -D1)


                       
                                         
        360 

where:


“Y1” is the year,
expressed as a number, in which the first day of the Calculation Period falls;


“Y2” is the year,
expressed as a number, in which the day immediately following the last day
included in the Calculation Period falls; 

“M1” is the calendar
month, expressed as a number, in which the first day of the Calculation Period
falls; 

“M2” is the calendar
month, expressed as a number, in which the day immediately following the last
day included in the Calculation Period falls; 

“D1” is the first
calendar day, expressed as a number, of the Calculation Period, unless such
number would be 31, in which case D1
will be 30; and 

“D2” is the calendar
day, expressed as a number, immediately following the last day included in the
Calculation Period, unless such number would be 31 and D1
is greater than 29, in which case D2
 will be 30 

 

	 	(vi)	if “30E/360” or“Eurobond
      Basis” is specified in the Final Terms, the number of days in the
      Calculation Period divided by 360, calculated on a formula basis as
      follows: 


 

	 	Day	Count Fraction = [360 x (Y2
      -Y1)] + [30 x
      (M2 -M1)]+ (D2
      -D1)
  


                       
                                         
            360 

 

77







where:


“Y1” is the year,
expressed as a number, in which the first day of the Calculation Period falls;


“Y2” is the year,
expressed as a number, in which the day immediately following the last day
included in the Calculation Period falls; 

“M1” is the calendar
month, expressed as a number, in which the first day of the Calculation Period
falls; 

“M2” is the calendar
month, expressed as a number, in which the day immediately following the last
day included in the Calculation Period falls; 

“D1” is the first
calendar day, expressed as a number, of the Calculation Period, unless such
number would be 31, in which case D1
will be 30; and 

“D2 “ is the calendar
day, expressed as a number, immediately following the last day included in the
Calculation Period, unless such number would be 31, in which case D2
will be 30 

 

	 	(vii)	if “30E/360 (ISDA)” is specified in
      the Final Terms, the number of days in the Calculation Period divided by
      360, calculated on a formula basis as follows: 


Day
Count Fraction = [360 x (Y2
 -Y1)] + [30 x (M2 -M1)]+
 (D2 -D1)


                       
                                         
        360 

where:


“
Y1” is the year,
expressed as a number, in which the first day of the Calculation Period falls;


“Y2” is the year,
expressed as a number, in which the day immediately following the last day
included in the Calculation Period falls; 

“M1” is the calendar
month, expressed as a number, in which the first day of the Calculation Period
falls; 

“M2” is the calendar
month, expressed as a number, in which the day immediately following the last
day included in the Calculation Period falls; 

“D1” is the first
calendar day, expressed as a number, of the Calculation Period, unless (i) that
day is the last day of February or (ii) such number would be 31, in which
case D2 will be 30;
and 

“D2” is the calendar
day, expressed as a number, immediately following the last day included in the
Calculation Period, unless (i) that day is the last day of February but not
the Maturity Date or (ii) such number would be 31, in which case D2 will be 30 

 

	 	(viii)	if ‘‘Actnal/Actual-ICMA” is specified
      in the Final Terms, 


 

	 	(a)	if the Calculation Period is equal to or
      shorter than the Determination Period during which it falls, the number of
      days in the Calculation Period divided by the product of (x) the
      number of days in such Determination Period and (y) the number of
      Determination Periods normally ending in any year; and



 

	 	(b)	if the Calculation Period is longer than one
      Determination Period, the sum of: 


 

	 	(x)	the number of days in such Calculation
      Period falling in the Determination Period in which it begins divided by
      the product of (1) the number of days in such Determination Period
      and (2) the number of Determination Periods normally ending in any
      year; and 


 

78







	 	(y)	the number of days in such Calculation
      Period falling in the next Determination Period divided by the product of
      (1) the number of days in such Determination Period and (2) the
      number of Determination Periods normally ending in any year



where:


“Determination
Period” means the period from and including a Determination Date in any year
to but excluding the next Determination Date and 

“Determination
Date” means the date(s) specified as such in the Final Terms or, if none is
so specified, the Interest Payment Date(s) 

“Euro-zone”
means the region comprised of member states of the European Union that adopt the
single currency in accordance with the Treaty establishing the European
Community, as amended. 

“Interest
Accrual Period” means the period beginning on (and including) the Interest
Commencement Date and ending on (but excluding) the first Interest Period Date
and each successive period beginning on (and including) an Interest Period Date
and ending on (but excluding) the next succeeding Interest Period Date. 

“Interest
Amount” means: 

 

	 	(i)	in respect of an Interest Accrual Period,
      the amount of interest payable per Calculation Amount for that Interest
      Accrual Period and which, in the case of Fixed Rate Notes, and unless
      otherwise specified in the Final Terms, shall mean the Fixed Coupon Amount
      or Broken Amount specified in the Final Terms as being payable on the
      Interest Payment Date ending the Interest Period of which such Interest
      Accrual Period forms part; and 


 

	 	(ii)	in respect of any other period, the amount
      of interest payable per Calculation Amount for that period.



 

	 	“Interest	Commencement Date” means the Issue
      Date or such other date as may be specified in the Final Terms.
  


“Interest
Determination Date” means, with respect to a Rate of Interest and Interest
Accrual Period, the date specified as such in the Final Terms or, if none is so
specified, (i) the first day of such Interest Accrual Period if the
Specified Currency is Sterling or (ii) the day falling two Business Days in
London for the Specified Currency prior to the first day of such Interest
Accrual Period if the Specified Currency is neither Sterling nor euro or
(iii) the day falling two TARGET Business Days prior to the first day of
such Interest Accrual Period if the Specified Currency is euro. 

“Interest
Period” means the period beginning on and including the Interest
Commencement Date and ending on but excluding the first Interest Payment Date
and each successive period beginning on and including an Interest Payment Date
and ending on but excluding the next succeeding Interest Payment Date. 

“Interest
Period Date” means each Interest Payment Date unless otherwise specified in
the Final Terms. 

“ISDA
Definitions” means the 2006 ISDA Definitions, as published by the
International Swaps and Derivatives Association, Inc., unless otherwise
specified in the Final Terms. 

 

79







“Rate
of Interest” means the rate of interest payable from time to time in respect
of this Note and that is either specified or calculated in accordance with the
provisions in the Final Terms. 

“Reference
 Banks” means, in the case of a determination of LIBOR, the principal London
office of four major banks in the London inter-bank market and, in the case of a
determination of EURIBOR, the principal Euro-zone office of four major banks in
the Euro-zone inter-bank market, in each case selected by the Calculation Agent
or as specified in the Final Terms. 

“Reference
 Rate” means the rate specified as such in the Final Terms. 

“Relevant
Screen Page” means such page, section, caption, column or other part of a
particular information service as may be specified in the Final Terms.
“Specified Currency” means the currency specified as such in the Final
Terms or, if none is specified, the currency in which the Notes are denominated.


“TARGET
System” means the Trans-European Automated Real-Time Gross Settlement
Express Transfer (known as TARGET2) System which was launched on
19 November 2007 or any successor thereto. 

 

	 	(1)	Calculation Agent: The Relevant
      Issuer shall procure that there shall at all times be one or more
      Calculation Agents if provision is made for them in the Final Terms and
      for so long as any Note is outstanding (as defined in the Trust Deed).
      Where more than one Calculation Agent is appointed in respect of the
      Notes, references in these Conditions to the Calculation Agent shall be
      construed as each Calculation Agent performing its respective duties under
      the Conditions. If the Calculation Agent is unable or unwilling to act as
      such or if the Calculation Agent fails duly to establish the Rate of
      Interest for an Interest Accrual Period or to calculate any Interest
      Amount, Instalment Amount, Final Redemption Amount, Early Redemption
      Amount or Optional Redemption Amount, as the case may be, or to comply
      with any other requirement, the Relevant Issuer shall (with the prior
      approval of the Note Trustee) appoint a leading bank or financial
       institution engaged in the interbank market (or, if appropriate, money,
      swap or over-the-counter index options market) that is most closely
      connected with the calculation or determination to be made by the
      Calculation Agent (acting through its principal London office or any other
      office actively involved in such market) to act as such in its place. The
      Calculation Agent may not resign its duties without a successor having
      been appointed as aforesaid. 


 

	 	(m)	Adjustment to Rate of Interest: If,
      in respect of a Tranche of Notes, “Ratings Downgrade Rate
      Adjustment” is specified in the relevant Final Terms as being
      applicable, the Rate of Interest specified in the Final Terms (the
      “Initial Rate of Interest”) and payable on the Notes will be
      subject to adjustment from time to time in the event of a Rating Change or
      Rating Changes, within the period from and including the Issue Date of
      such Tranche of Notes to and including the date falling 18 months from
      such Issue Date (the “Rating Change Period”, with the final date of
      such Rating Change Period being the “Rating Change Period End
       Date”), which adjustment shall be determined as follows.
  


If,
following a Rating Change within the Rating Change Period: 

 

	 	(i)	the lowest Rating then assigned to the Notes
      is A- or A3 or higher, then (unless there is a subsequent Rating Change
      within the Rating Change Period) from and including the first Interest
      Payment Date following the Rating Change, the rate of interest payable on
      the Notes shall be the Initial Rate of Interest; 


 

	 	(ii)	the lowest Rating then assigned to the Notes
      is BBB+ or Baal, then (unless there is a subsequent Rating Change within
      the Rating Change Period) from and including the first Interest Payment
      Date following the Rating Change, the rate of interest payable on the
      Notes shall be the Initial Rate of Interest plus 0.25 per cent, per
      annum; 


 

	 	(iii)	the lowest Rating then assigned to the Notes
      is BBB or Baa2, then (unless there is a subsequent Rating Change within
      the Rating Change Period) from and including the first Interest Payment
      Date following the Rating Change, the rate of interest payable on the
      Notes shall be the Initial Rate of Interest plus 0.50 per cent, per
      annum; or 


 

80







	 	(iv)	the lowest Rating then assigned to the Notes
      is BBB- or Baa3 or lower, or if such Ratings are withdrawn by both of
      Moody’s and S&P, then (unless there is a subsequent Rating Change
      within the Rating Change Period) from and including the first Interest
      Payment Date following the Rating Change the rate of interest payable on
      the Notes shall be the Initial Rate of Interest plus 0.75 per cent,
      per annum 


in
each case, the “Revised Rate of Interest”. 

Following
each Rating Change the Relevant Issuer will notify the Noteholders of the
Revised Rate of Interest following such Rating Change in accordance with the
provisions of Condition 17 (Notices) as soon as reasonably
practicable after the occurrence of the Rating Change. If, in respect of an
Interest Period (the “Relevant Interest Period”), there is more than one
Rating Change, the Revised Rate of Interest which will apply for the succeeding
Interest Period will be the Revised Rate of Interest resulting from the last
Rating Change in the Relevant Interest Period. 

There
shall be no limit to the number of times that adjustments to the rate of
interest payable on the Notes may be made pursuant to this Condition 6(m) during
the Rating Change Period, provided always that at no time during the term of the
Notes will the rate of interest payable on the Notes be less than the Initial
Interest Rate or more than the Initial Interest Rate plus 0.75 per cent,
per annum. For the avoidance of doubt, the rate of interest payable on the Notes
from and including the first Interest Payment Date following the Rating Change
Period End Date to maturity of the Notes shall be determined in accordance with
the Ratings assigned to the Notes as of the Rating Change Period End Date. 

“Rating
Agency” means Standard & Poor’s Ratings Services, a Division of The
McGraw-Hill Companies Inc. or any of its subsidiaries and their successors or
Moody’s Investors Service Limited or any of its subsidiaries and their
successors or any rating agency substituted for any of them (or any permitted
substitute of them) by the Relevant Issuer from time to time with the prior
written approval of the Note Trustee; and 

“Rating
Change” means the public announcement by any Rating Agency assigning a
credit rating to the Notes of a change in, or confirmation of, the rating of the
Notes or, as the case may be, of a credit rating being applied. 

 

	6	Redemption, Purchase and Options
  


 

	 	(a)	Redemption by Instalments and Final
      Redemption: 


 

	 	(i)	Unless previously redeemed, purchased and
      cancelled as provided in this Condition 6 (Redemption, Purchase
      and Options), each Note that provides for Instalment Dates and
      Instalment Amounts shall be partially redeemed on each Instalment Date at
      the related Instalment Amount specified in the Final Terms. The
      outstanding nominal amount of each such Note shall be reduced by the
      Instalment Amount (or, if such Instalment Amount is calculated by
       reference to a proportion of the nominal amount of such Note, such
      proportion) for all purposes with effect from the related Instalment Date,
      unless payment of the Instalment Amount is improperly withheld or refused,
      in which case, such amount shall remain outstanding until the Relevant
      Date relating to such Instalment Amount. 


 

	 	(ii)	Unless previously redeemed, purchased and
      cancelled as provided below, each Note shall be finally redeemed on the
      Maturity Date specified in the Final Terms at its Final Redemption Amount
      (which, unless otherwise provided in the Final Terms, is its nominal
      amount) or, in the case of a Note falling within paragraph (i) above,
      its final Instalment Amount. 


 

	 	(b)	Early Redemption:



 

	 	(i)	Zero Coupon Notes:
  


 

81







	 	(A)	The Early Redemption Amount payable in
      respect of any Zero Coupon Note, the Early Redemption Amount of which is
      not linked to an index and/or a formula, upon redemption of such Note
      pursuant to Condition 6(c) (Redemption For Taxation Reasons)
      or upon it becoming due and payable as provided in Condition 11 (Events
      of Default) shall be the Amortised Face Amount (calculated as
      provided below) of such Note unless otherwise specified in the Final
      Terms. 


 

	 	(B)	Subject to the provisions of sub-paragraph
      (C) below, the “Amortised Face Amount” of any such Note shall
      be the scheduled Final Redemption Amount of such Note on the Maturity Date
      discounted at a rate per annum (expressed as a percentage) equal to the
      Amortisation Yield (which, if none is shown in the Final Terms, shall be
      such rate as would produce an Amortised Face Amount equal to the issue
      price of the Notes if they were discounted back to their issue price on
      the Issue Date) compounded annually. 


 

	 	(C)	If the Early Redemption Amount payable in
      respect of any such Note upon its redemption pursuant to Condition 6(c)
      (Redemption for Taxation Reasons) or upon it becoming due
      and payable as provided in Condition 11 (Events of Default) is not
      paid when due, the Early Redemption Amount due and payable in respect of
      such Note shall be the Amortised Face Amount of such Note as defined in
      sub-paragraph (B) above, except that such sub-paragraph shall have
      effect as though the date on which the Note becomes due and payable were
      the Relevant Date. The calculation of the Amortised Face Amount in
      accordance with this sub- paragraph shall continue to be made (both before
      and after judgment) until the Relevant Date unless the Relevant Date falls
      on or after the Maturity Date, in which case the amount due and payable
      shall be the scheduled Final Redemption Amount of such Note on the
      Maturity Date together with any interest that may accrue in accordance
      with Condition 5(c) (Zero Coupon Notes).



Where
such calculation is to be made for a period of less than one year, it shall be
made on the basis of the Day Count Fraction shown in the Final Terms. 

 

	 	(ii)	Other Notes: The Early Redemption
      Amount payable in respect of any Note (other than Notes described in
      (i) above), upon redemption of such Note pursuant to Condition 6(c)
      (Redemption for Taxation Reasons) or upon it becoming
      due and payable as provided in Condition 11 (Events of
      Default), shall be the Final Redemption Amount unless otherwise
      specified in the Final Terms. 


 

	 	(c)	
      Redemption for
      Taxation Reasons: The Notes may be redeemed at the option of the
      Relevant Issuer in whole, but not in part, on any Interest Payment Date
      (if this Note is either a Floating Rate Note or an Index Linked Note) or
      at any time (if this Note is neither a Floating Rate Note nor an Index
      Linked Note), on giving not less than 30 nor more than 60 days’ notice to
      the Note Trustee and the Noteholders in accordance with Condition 17
      (Notices) (which notice shall be irrevocable) at their Early
      Redemption Amount (as described in Condition 6(b) (Early
      Redemption) above) (together with interest accrued to the date
      fixed for redemption), if (i) the Relevant Issuer satisfies the Note
      Trustee immediately before the giving of such notice that it has or will
      become obliged to pay additional amounts as described under Condition 9
       (Taxation) as a result of any change in, of amendment to, the laws
      or regulations of the United Kingdom 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 date on which
      agreement is reached to issue the first Tranche of the Notes, and
      (ii) such obligation cannot be avoided by the Relevant Issuer taking
      reasonable measures available to it, provided that no such notice of
      redemption shall be given earlier than 90 days prior to the earliest date
      on which the Relevant Issuer would be obliged to pay such additional
      amounts were a payment in respect of the Notes then due. Prior to the
      publication of any notice of redemption pursuant to this Condition 6(c)
      



 

82







	 	(Redemption for Taxation
      Reasons), the Relevant Issuer shall deliver to the Note Trustee a
      certificate signed by a Director of the Relevant Issuer stating that the
      obligation referred to in (i) above cannot be avoided by the Relevant
      Issuer taking reasonable measures available to it and the Note Trustee
      shall be entitled to accept such certificate as sufficient evidence of the
      satisfaction of the condition precedent set out in (ii) above, in
      which event it shall be conclusive and binding on Noteholders and
      Couponholders. 


All
Notes in respect of which any such notice is given shall be redeemed on the date
specified in such notice in accordance with this Condition. 

 

	 	(d)	Redemption For Indexation Reasons:
      Upon the occurrence of any Index Event (as defined below), the
      Relevant Issuer may, upon giving not less than 30 nor more than 60 days’
      notice to the Note Trustee and the holders of the Indexed Notes in
      accordance with Condition 17 (Notices), redeem all
      (but not some only) of the Indexed Notes of all Tranches on any Interest
      Payment Date at the Principal Amount Outstanding (adjusted
      inaccordance with Condition 7(b) (Application of
      the Index Ratio)) plus accrued but unpaid interest. No single
      Tranche of Indexed Notes may be redeemed in these circumstances unless all
      the other Tranches of Indexed Notes linked to the same underlying Index
      are also redeemed at the same time. Before giving any such notice, the
      Relevant Issuer shall provide to the Note Trustee a certificate signed by
      a Director of the Relevant Issuer (a) stating that the Relevant
       Issuer is entitled to effect such redemption and setting forth a
      statement of facts showing that the conditions precedent to the right of
      the Relevant Issuer so to redeem have occurred and (b) confirming
      that the Relevant Issuer will have sufficient funds on such Interest
      Payment Date to effect such redemption. The Note Trustee shall be entitled
      to rely on such certificate without liability to any person.



All
Notes in respect of which any such notice is given shall be redeemed on the date
specified in such notice in accordance with this Condition. 

“Index
Event” means (i) if the Index Figure for three consecutive months falls
to be determined on the basis of an Index Figure previously published as
provided in Condition 7(c)(ii) (Delay in publication of
Index)and the Note Trustee has been notified by the Issuing and
Paying Agent or Agent Bank that publication of the Index has ceased or
(ii) notice is published by Her Majesty’s Treasury, or on its behalf,
following a change in relation to the Index, offering a right of redemption to
the holders of the Reference Gilt, and (in either case) no amendment or
 substitution of the Index has been advised by the Indexation Adviser to the
Relevant Issuer and such circumstances are continuing. 

 

	 	(e)	Redemption at the Option of the Relevant
      Issuer: If Call Option is specified in the Final Terms, the Relevant
      Issuer may, on giving not less than 15 nor more than 30 days’ irrevocable
      notice to the Note Trustee and the Noteholders (or such other notice
      period as may be specified in the Final Terms) redeem all or, if so
      provided, some of the Notes on any Optional Redemption Date. Any such
      redemption of Notes shall be at their Optional Redemption Amount together
      with interest accrued to the date fixed for redemption. Any such
      redemption or exercise must relate to Notes of a nominal amount at least
      equal to the Minimum Redemption Amount to be redeemed specified in the
      Final Terms and no greater than the Maximum Redemption Amount to be
      redeemed specified in the Final Terms. 


All
Notes in respect of which any such notice is given shall be redeemed on the date
specified in such notice in accordance with this Condition. 

In
the case of a partial redemption the notice to Noteholders shall also contain
the certificate numbers of the Bearer Notes, or in the case of Registered Notes
shall specify the nominal amount of Registered Notes drawn and the holder(s) of
such Registered Notes, to be redeemed, which shall have been drawn in such place
as the Note Trustee may approve and in such manner as it deems appropriate,
subject to compliance with any applicable laws and stock exchange or other
relevant authority requirements. 

 

83







In
the case of a partial redemption of a Tranche of Notes represented by a New
Global Note (as defined in the Trust Deed) pursuant to this Condition, the Notes
to be redeemed (the “Redeemed Notes”) will be selected in accordance with
the rules and procedures of Euroclear and/or Clearstream, Luxembourg (to be
reflected in the records of Euroclear and Clearstream, Luxembourg as either a
pool factor or a reduction in nominal amount, at their discretion), not more
than 30 days prior to the date fixed for redemption. 

 

	 	(f)	Optional Redemption Period Redemption:
      If Optional Redemption Period Call Option is specified in the Final
      Terms, the Relevant Issuer may, on giving not less than 15 nor more than
      30 days’ irrevocable notice to the Note Trustee and the Noteholders (or
      such other notice period as may be specified in the Final Terms) redeem
      all of a Tranche or Sub-Tranche of a Series of Notes within the Optional
      Redemption Period relating to such Tranche or Sub-Tranche of Notes at 101%
      of the Issue Price of such Notes on any Issuer Optional Redemption Date
      together with interest accrued to the date fixed for redemption.
  


All
Notes in respect of which any such notice is given shall be redeemed on the date
specified in such notice in accordance with this Condition. 

“Issuer
Optional Redemption Date” means, in relation to the Notes in respect of
which any such notice is given, the date for redemption specified in such notice
in accordance with this Condition. 

“Optional
Redemption Period” means, in respect of a Tranche or Sub-Tranche of a Series
of Notes issued whilst the Relevant Issuer is a direct or indirect subsidiary
(where ‘subsidiary’ has the meaning given to it in section 1159 of the Companies
Act 2006) of E.ON UK plc, the period from the date of issue of such Tranche or
Sub-Tranche of Notes until the earlier of: 

 

	 	(i)	the date falling 18 months after such date
      of issue; and 


 

	 	(ii)	the date that the Relevant Issuer ceases to
      be a direct or indirect subsidiary (where ‘subsidiary’ has the meaning
      given to it in section 1159 of the Companies Act 2006) of E.ON UK plc.
  


 

	 	(g)	Redemption at the Option of Noteholders:
      If Put Option is specified in the Final Terms, the Relevant Issuer
      shall, at the option of the holder of any such Note, upon the holder of
      such Note giving not less than 15 nor more than 30 days’ notice to the
      Relevant Issuer (or such other notice period as may be specified in the
      Final Terms) redeem such Note on the Optional Redemption Date(s) at its
      Optional Redemption Amount together with interest accrued to the date
      fixed for redemption. 


To
exercise such option the holder must deposit (in the case of Bearer Notes) such
Note (together with all unmatured Receipts and Coupons and unexchanged Talons)
with any Paying Agent or (in the case of Registered Notes) the Certificate
representing such Note(s) with the Registrar or any Transfer Agent at its
specified office, together with a duly completed option exercise notice
(“Exercise Notice”) in the form obtainable from any Paying Agent, the
Registrar or any Transfer Agent (as applicable) within the notice period. No
Note or Certificate so deposited and option exercised may be withdrawn (except
as provided in the Agency Agreement) without the prior consent of the Relevant
Issuer. 

 

	 	(h)	Redemption at the Option of the
      Noteholders on a Restructuring Event 


	 	(i)	    



 

	 	(a)	If, at any time while any of the Notes
      remains outstanding, a Restructuring Event (as defined below) occurs and
      prior to the commencement of or during the Restructuring Period (as
      defined below): 


 

	 	(A)	an independent financial adviser (as
      described below) shall have certified in writing to the Note Trustee that
      such Restructuring Event will not be or is not, in its opinion, materially
      prejudicial to the interests of the Noteholders; or 


 

84







	 	(B)	if there are Rated Securities (as defined
      below), each Rating Agency (as defined below) that at such time has
      assigned a current rating to the Rated Securities confirms in writing to
      the Relevant Issuer in writing at its request (which it shall make as set
      out below) that it will not be withdrawing or reducing the then current
      rating assigned to the Rated Securities by it from an investment grade
      rating (BBB-/Baa3, or their respective equivalents for the time being, or
      better) to a non-investment grade rating (BB+/Bal, or their respective
      equivalents for the time being, or worse) or, if the Rating Agency shall
      have already rated the Rated Securities below investment grade (as
      described above), the rating will not be lowered by one full rating
      category or more, in each case as a result, in whole or in part, of any
      event or circumstance comprised in or arising as a result of the
      applicable Restructuring Event, 


the
following provisions of this Condition 6(h) (Redemption at the Option
of the Noteholders on a Restructuring Event) shall cease to have any
further effect in relation to such Restructuring Event. 

 

	 	(b)	If, at any time while any of the Notes
      remains outstanding, a Restructuring Event occurs and (subject to
      Condition 6(h)(i)(a) (Redemption at the Option of the Noteholders on a
      Restructuring Event)): 


 

	 	(A)	within the Restructuring Period, either;
  


 

	 	(i)	if at the time such Restructuring Event
      occurs there are Rated Securities, a Rating Downgrade (as defined below)
      in respect of such Restructuring Event also occurs; or



 

	 	(ii)	if at such time there are no Rated
      Securities, a Negative Rating Event (as defined below) in respect of such
      Restructuring Event also occurs; and 


 

	 	(B)	an independent financial adviser shall have
      certified in writing to the Note Trustee that such Restructuring Event is,
      in its opinion, materially prejudicial to the interests of the Noteholders
      (a “Negative Certification”), 


then,
unless at any time the Relevant Issuer shall have given notice under Condition
6(e) (Redemption at the Option of the Relevant Issuer) or
6(f) (Optional Redemption Period Redemption) (if applicable) or
the holder shall have given notice under Condition 6(g) (Redemption at
the Option of the Noteholders) (if applicable), the holder of each
Note will, upon the giving of a Put Event Notice (as defined below), have the
option (the “Put Option”) to require the Relevant Issuer to redeem or, at
the option of the Relevant Issuer, purchase (or procure the purchase of) that
Note on the Put Date (as defined below), at its Optional Redemption Amount
together with (or, where purchased, together with an amount equal to) interest
(if any) accrued to (but excluding) the Put Date. 

A
Restructuring Event shall be deemed not to be materially prejudicial to the
interests of the Noteholders if, notwithstanding the occurrence of a Rating
Downgrade or a Negative Rating Event, the rating assigned to the Rated
Securities by any Rating Agency (as defined below) is subsequently increased to,
or, as the case may be, there is assigned to the Notes or other unsecured and
unsubordinated debt of the Issuer having an initial maturity of five years or
more by any Rating Agency, an investment grade rating (BBB-/Baa3) or their
respective equivalents for the time being) or better prior to any Negative
Certification being issued. 

 

85







Any
Negative Certification shall, in the absence of manifest error, be conclusive
and binding on the Note Trustee, the Issuer and the Noteholders. The Relevant
Issuer may, at any time, with the approval of the Note Trustee appoint an
independent financial adviser for the purposes of this Condition 6(h)
(Redemption at the Option of the Noteholders on a Restructuring
Event). If, within five Business Days following the occurrence of a
Rating Downgrade or a Negative Rating Event, as the case may be, in respect of a
Restructuring Event, the Issuer shall not have appointed an independent
financial adviser for the purposes of Condition 6(h)(i)(b)(B) and (if so
required by the Note Trustee) the Note Trustee is indemnified and/or prefunded
and/or secured to its satisfaction against the costs of such adviser, the Note
 Trustee may appoint an independent financial adviser for such purpose following
consultation with the Issuer. 

 

	 	(ii)	Promptly upon the Issuer becoming aware that
      a Put Event (as defined below) has occurred, and in any event not later
      than 14 days after the occurrence of a Put Event, the Issuer shall, and at
      any time upon the Note Trustee becoming similarly so aware the Note
      Trustee may, and if so requested by the holders of at least one-quarter in
      nominal amount of the Notes then outstanding shall, give notice (a “Put
      Event Notice”) to the Noteholders in accordance with Condition 17
      (Notices) specifying the nature of the Put Event and the procedure
      for exercising the Put Option. 


 

	 	(iii)	To exercise the Put Option, the holder of a
      Note must comply with the provisions of Condition 6(g) (Redemption at
      the Option of the Noteholders). The applicable notice period
      for the purposes of Condition 6(g) (Redemption at the Option of the
      Noteholders) shall be the period (the “Put Period”) of
      45 days after that on which a Put Event Notice is given. Subject to the
      relevant Noteholder having complied with Condition 6(g) (Redemption at
      the Option of the Noteholders), the Issuer shall redeem or, at
      the option of the Issuer, purchase (or procure the purchase of) the
      relevant Note on the fifteenth day after the date of expiry of the Put
      Period (the “Put Date”) unless previously redeemed or purchased.
  


 

	 	(iv)	For the purposes of these Conditions:
  


 

	 	(a)	“Distribution Services Area” means,
      in respect of a Relevant Issuer, the area specified as such in the
      distribution licence granted to it on 1 October 2001 under section
      6(l)(c) of the Electricity Act 1989 (as amended by section 30 of the
      Utilities Act 2000), as of the date of such distribution licence.
  


 

	 	(b)	A “Negative Rating Event” shall be
      deemed to have occurred if (1) an Issuer does not, either prior to or
      not later than 14 days after the date of the relevant Restructuring Event,
      seek, and thereupon use all reasonable endeavours to obtain, a rating of
      the Notes or any other unsecured and unsubordinated debt of an Issuer
      having an initial maturity of five years or more from a Rating Agency or
      (2) if it does so seek and use such endeavours, it is unable, as a
      result of such Restructuring Event, to obtain such a rating of at least
      investment grade (BBB-/Baa3, or their respective equivalents for the time
      being). 


 

	 	(c)	A “Put Event” occurs on the date of
      the last to occur of (1) a Restructuring Event, (2) either a
      Rating Downgrade or, as the case may be, a Negative Rating Event and
      (3) the relevant Negative Certification. 


 

	 	(d)	“Rating Agency” means
      Standard & Poor’s Ratings Services, a Division of The McGraw-Hill
      Companies Inc. or any of its subsidiaries and their successors
      (“Standard & Poor’s”) or Moody’s Investors Service Limited
      or any of its subsidiaries and their successors (“Moody’s”) or any
      rating agency substituted for any of them (or any permitted substitute of
      them) by an issuer from time to time with the prior written approval of
      the Note Trustee. 


 

86







	 	(e)	A “Rating Downgrade” shall be deemed
      to have occurred in respect of a Restructuring Event if the then current
      rating assigned to the Rated Securities by any Rating Agency (whether
      provided by a Rating Agency at the invitation of the Issuers or by its own
      volition) is withdrawn or reduced from an investment grade rating
      (BBB-/Baa3), or their respective equivalents for the time being, or
      better) to a non-investment grade rating (BB+/Bal), or their respective
      equivalents for the time being, or worse) or, if the Rating Agency shall
      then have already rated the Rated Securities below investment grade (as
      described above), the rating is lowered one full rating category or more.
    


 

	 	(f)	“Rated Securities” means the Notes,
      if at any time and for so long as they have a rating from a Rating Agency,
      and otherwise any other unsecured and unsubordinated debt of an Issuer
      having an initial maturity of five years or more which is rated by a
      Rating Agency. 


 

	 	(g)	“Restructuring Event” means the
      occurrence of any one or more of the following events:



 

	 	(A)  (i)	the Secretary of State for Business,
      Innovation and Skills (or any successor) giving the Relevant Issuer
      written notice of any revocation of its Distribution Licence; or
  


 

	 	(ii)	the Relevant Issuer agreeing in writing with
      the Secretary of State for Business, Innovation and Skills (or any
      successor) to any revocation or surrender of its Distribution Licence; or
    


 

	 	(iii)	any legislation (whether primary or
      subordinate) being enacted which terminates or revokes the Distribution
      Licence of the Relevant Issuer; 


except,
in each such case, in circumstances where a licence or licences on substantially
no less favourable terms is or are granted to the Relevant Issuer or a
wholly-owned subsidiary of the Relevant Issuer where such subsidiary at the time
of such grant either executes in favour of the Note Trustee an unconditional and
irrevocable guarantee in respect of all Notes issued by the Relevant Issuer in
such form as the Note Trustee may approve or becomes the primary obliger under
the Notes issued by the Relevant Issuer in accordance with Condition 12(c)
(Substitution); or 

 

	 	(B)	any modification (other than a modification
      which is of a formal, minor or technical nature) being made to the terms
      and conditions upon which an Issuer is authorised and empowered under
      relevant legislation to distribute electricity in the Distribution
      Services Area unless a Director of such Issuer has certified in good faith
      to the Note Trustee that the modified terms and conditions are not
      materially less favourable to the business of the Issuer;



 

	 	(C)	any legislation (whether primary or
      subordinate) is enacted which removes, qualifies or amends (other than an
      amendment which is of a formal, minor or technical nature) the duties of
      the Secretary of State for Business, Innovation and Skills (or any
      successor) and/or the Gas and Electricity Markets Authority (or any
      successor) under section 3A of the Electricity Act 1989 (as amended by the
      Utilities Act 2000) (as this may be amended from time to time) unless two
       Authorised Persons of such Issuer has certified in good faith to the Note
      Trustee that such removal, qualification or amendment does not have a
      materially adverse effect on the financial condition of the Issuer.
  


 

	 	(h)	“Restructuring Period” means:
  


 

	 	(A)	if at the time a Restructuring Event occurs
      there are Rated Securities, the period of 90 days starting from and
      including the day on which that Restructuring Event occurs; or
  


 

87







	 	(B)	if at the time a Restructuring Event occurs
      there are no Rated Securities, the period starting from and including the
      day on which that Restructuring Event occurs and ending on the day 90 days
      following the later of (aa) the date (if any) on which the Issuer shall
      seek to obtain a rating as contemplated by the definition of Negative
      Rating Event; (bb) the expiry of the 14 days referred to in the definition
      of Negative Rating Event and (cc) the date on which a Negative
      Certification shall have been given to the Note Trustee in respect of that
      Restructuring Event. 


 

	 	(i)	A Rating Downgrade or a Negative Rating
      Event or a non-investment grade rating shall be deemed not to have
      occurred as a result or in respect of a Restructuring Event if the Rating
      Agency making the relevant reduction in rating or, where applicable,
      refusal to assign a rating of at least investment grade as provided in
      this Condition 6(h) (Redemption at the Option of the Noteholders
      on a Restructuring Event) does not announce or publicly confirm
      or inform the Relevant Issuer in writing at its request (which it shall
      make as set out in the following paragraph) that the reduction or, where
      applicable, declining to assign a rating of at least investment grade was
      the result, in whole or in part, of any event or circumstance comprised in
      or arising as a result of the applicable Restructuring Event.
  


The
 Relevant Issuer undertakes to contact the relevant Rating Agency immediately
following that reduction, or where applicable the refusal to assign a rating of
at least investment grade, to confirm whether that reduction, or refusal to
assign a rating of at least investment grade was the result, in whole or in
part, of any event or circumstance comprised in or arising as a result of the
applicable Restructuring Event. The Relevant Issuer shall notify the Note
Trustee immediately upon receipt of any such confirmation from the relevant
Rating Agency. 

 

	 	(i)	Partly Paid Notes: Partly Paid Notes
      will be redeemed, whether at maturity, early redemption or otherwise, in
      accordance with the provisions of this Condition and the provisions
      specified in the Final Terms. 


 

	 	(j)	Purchases: The Relevant Issuer may at
      any time purchase Notes (provided that all unmatured Receipts and Coupons
      and unexchanged Talons relating thereto are attached thereto or
      surrendered therewith) in the open market or otherwise at any price.
  


 

	 	(k)	Cancellation: All Notes purchased by
      or on behalf of the Relevant Issuer may be surrendered for cancellation,
      in the case of Bearer Notes, by surrendering each such Note together with
      all unmatured Receipts and Coupons and all unexchanged Talons to the
      Issuing and Paying Agent and, in the case of Registered Notes, by
      surrendering the Certificate representing such Notes to the Registrar and,
      in each case, if so surrendered, shall, together with all Notes redeemed
      by the Relevant Issuer, be cancelled forthwith (together with all
      unmatured Receipts and Coupons and unexchanged Talons attached thereto or
      surrendered therewith). Any Notes so surrendered for cancellation may not
      be reissued or resold and the obligations of the Relevant Issuer in
      respect of any such Notes shall be discharged. 


 

	7	Indexation 


This
Condition 7 (Indexation) is applicable only if the relevant
Final Terms specifies the Notes as Indexed Notes. 

 

	 	(a)	Definitions 


“Affiliate’’
means in relation to any person, any entity controlled, directly or indirectly,
by that person, any entity that controls directly or indirectly, that person or
any entity, directly or indirectly under common control with that person and,
for this purpose, “control” means control as defined in the Companies Act; 

 

88







“Base
Index Figure” means (subject to Condition 7(c)(i) (Change in base)) the base
index figure as specified in the relevant Final Terms; 

“Calculation
Date” means any date when a payment of interest or, as the case may be,
principal falls due; 

“Index”
or “Index Figure” means, in relation to any relevant month (as defined in
Condition 7(c)(ii) (Delay in publication of Index)), subject as provided in
Condition 7(c)(i) (Change in base), the UK Retail Price
Index (“RPI”) (for all items) published by the Office for National
Statistics (January 1987 = 100) (currently contained in the Monthly Digest of
Statistics) or any comparable index which may replace the UK Retail Price Index
for the purpose of calculating the amount payable on repayment of the Reference
Gilt. 

Any
reference to the “Index Figure applicable” to a particular Calculation
Date shall, subject as provided in Condition 7(c) (Changes in
Circumstances Affecting the Index) and Condition 7(e)
(Cessation of or Fundamental Changes to the Index) below, and if
“3 months lag” is specified in the relevant Final Terms, be calculated in
accordance with the following formula: 

 

					
	IFS = RPIm3+	 	
      (Day
      of Calculation Date 1)
	 	(RPIm2
      RPIm3)
	 	(Days in month of Calculation Date)	 


and
rounded to five decimal places (0.000005 being rounded upwards) and where: 

“IFA”
means the Index Figure applicable; 

“RPIm-3”
means the Index Figure for the first day of the month that is three months prior
to the month in which the payment falls due; 

“RPIm-2”
means the Index Figure for the first day of the month that is two months prior
to the month in which the payment falls due; 

Any
reference to the “Index Figure applicable” to a particular Calculation
Date shall, subject as provided in Condition 7(c) (Changes in
Circumstances Affecting the Index) and Condition 7(e) (Cessation
of or Fundamental Changes to the Index) below, and if “8 months lag”
is specified in the relevant Final Terms, he construed as a reference to the
Index Figure published in the seventh month prior to that particular month and
relating to the month before that of publication; 

“Index
Ratio” applicable to any Calculation Date means the Index Figure applicable
to such date divided by the Base Index Figure; 

“Limited
Index Ratio” means (a) in respect of any month prior to the relevant
Issue Date, the Index Ratio for that month; (b) in respect of any Limited
Indexation Month after the relevant Issue Date, the product of the Limited
Indexation Factor for that month and the Limited Index Ratio as previously
calculated in respect of the month twelve months prior thereto; and (c) in
respect of any other month, the Limited Index Ratio as previously calculated in
respect of the most recent Limited Indexation Month; 

“Limited
Indexation Factor” means, in respect of a Limited Indexation Month, the
ratio of the Index Figure applicable to that month divided by the Index Figure
applicable to the month twelve months prior thereto, provided that (a) if
such ratio is greater than the Maximum Indexation Factor specified in the
relevant Final Terms, it shall be deemed to be equal to such Maximum Indexation
Factor and (b) if such ratio is less than the Minimum Indexation Factor
specified in the relevant Final Terms, it shall be deemed to be equal to such
Minimum Indexation Factor; 

“Limited
Indexation Month” means any month specified in the relevant Final Terms for
which a Limited Indexation Factor is to be calculated; 

 

89







“Limited
Indexed Notes” means Indexed Notes to which a Maximum Indexation Factor
 and/or a Minimum Indexation Factor (as specified in the relevant Final Terms)
applies; 

“Maximum
Indexation Factor” means the indexation factor specified as such in the
relevant Final Terms; 

“Minimum
Indexation Factor” means the indexation factor specified as such in the
relevant Final Terms; and 

“Reference
Gilt” means the Treasury Stock specified as such in the relevant Final Terms
for so long as such stock is in issue, and thereafter such issue of index-linked
Treasury Stock determined to be appropriate by a gilt-edged market maker or
other adviser selected by the Relevant Issuer and approved by the Note Trustee
(an “Indexation Adviser”). 

 

	 	(b)	Application of the Index Ratio
  


Each
payment of interest and principal in respect of the Indexed Notes shall be the
amount provided in, or determined in accordance with, these Conditions,
multiplied by the Index Ratio or Limited Index Ratio in the case of Limited
Indexed Notes applicable to the month in which such payment falls to be made and
rounded in accordance with Condition 5(g) (Margin, Maximum/Minimum Rates of
Interest, Instalment Amounts, Redemption Amounts and Rounding). 

 

	 	(c)	Changes in Circumstances Affecting the
      Index 


 

	 	(i)	Change in base: If at any time and
      from time to time the Index is changed by the substitution of a new base
      therefore, then with effect from the calendar month from and including
      that in which such substitution takes effect (1) the definition of
      “Index” and “Index Figure” in Condition 7(a) (Definitions) shall be
      deemed to refer to the new date or month in substitution for January 1987
      (or, as the case may be, to such other date or month as may have been
      substituted therefore); and (2) the new Base Index Figure shall be
      the product of the existing Base Index Figure and the Index Figure
      immediately following such substitution, divided by the Index Figure
       immediately prior to such substitution. 


 

	 	(ii)	Delay in publication of Index: If the
      Index Figure relating to any month (the “relevant month”) which is
      required to be taken account for the purposes of the determination of the
      Index Figure applicable for any date is not published on or before the
      fourteenth business day before the date on which any payment of interest
      or principal on the Notes is due (the “date for payment”), the
      Index Figure relating to the relevant month shall be (1) such
      substitute index figure (if any) as the Note Trustee considers to have
      been published by the Bank of England or, as the case may be, the United
      Kingdom Debt Management Office (or such other designated debt manager of
      Her Majesty’s Treasury, from time to time) for the purposes of indexation
      of payments on the Reference Gilt or, failing such publication, on any one
      or more issues of index-linked Treasury Stock selected by an Indexation
      Adviser (and approved by the Note Trustee); or (2) if no such
      determination is made by such Indexation Adviser within 7 days, the Index
      Figure last published (or, if later, the substitute index figure last
      determined pursuant to Condition 7(c)(i) (Change in
       base)) before the date for payment. 


 

	 	(d)	Application of Changes



Where
the provisions of Condition 7(c)(ii) (Delay in publication of
Index) apply, the determination of the Indexation Adviser as to the
Index Figure applicable to the month in which the date for payment falls shall
be conclusive and binding. If, an Index Figure having been applied pursuant to
Condition 7(c)(ii)(2), the Index Figure relating to the relevant month is
subsequently published while a Note is still outstanding, then: 

 

90







	 	(i)	in relation to a payment of principal or
      interest in respect of such Note other than upon final redemption of such
      Note, the principal or interest (as the case may be) next payable after
      the date of such subsequent publication shall be increased or reduced by
      an amount equal to (respectively) the shortfall or excess of the amount of
      the relevant payment made on the basis of the Index Figure applicable by
      virtue of Condition 7(c)(ii)(2), below or above the amount of the relevant
      payment that would have been due if the Index Figure subsequently
      published had been published on or before the fourteenth Business Day
      before the date for payment; and 


 

	 	(ii)	in relation to a payment of principal or
      interest upon final redemption, no subsequent adjustment to amounts paid
      will be made. 


 

	 	(e)	Cessation of or Fundamental Changes to
      the Index 


 

	 	(i)	If (1) the Note Trustee has been
      notified by the Agent Bank (or the Calculation Agent, if applicable) that
      the Index has ceased to be published; or (2) the Note Trustee has
      been notified by the Agent Bank (or the Calculation Agent, if applicable)
      when any change is made to the coverage or the basic calculation of the
      Index which constitutes a fundamental change which would, in the opinion
      of the Note Trustee acting solely on the advice of an Indexation Adviser,
      be materially prejudicial to the interests of the Noteholders, the Note
      Trustee will give written notice of such occurrence to the Relevant
      Issuer, and the Relevant Issuer and the Note Trustee together shall seek
      to agree for the purpose of the Notes one or more adjustments to the Index
      or a substitute index (with or without adjustments) with the intention
      that the same should leave the Relevant Issuer and the Noteholders in no
      better and no worse position than they would have been had the Index not
      ceased to be published or the relevant fundamental change not been made.
    


 

	 	(ii)	If the Relevant Issuer and the Note Trustee
      fail to reach agreement as mentioned above within 20 Business Days
      following the giving of notice as mentioned in paragraph (i), a bank or
      other person in London shall be appointed by the Relevant Issuer and the
      Note Trustee or, failing agreement on and the making of such appointment
      within 20 Business Days following the expiry of the day period referred to
      above, by the Note Trustee (in each case, such bank or other person so
      appointed being referred to as the “Expert”), to determine for the
      purpose of the Notes one or more adjustments to the Index or a substitute
      index (with or without adjustments) with the intention that the same
      should leave the Relevant Issuer and the Noteholders in no better and no
      worse position than they would have been had the Index not ceased to be
      published or the relevant fundamental change not been made. Any Expert so
      appointed shall act as an expert and not as an arbitrator and all fees,
      costs and expenses of the Expert and of any Indexation Adviser and of any
      of the Relevant Issuer and the Note Trustee in connection with such
      appointment shall be borne by the Relevant Issuer. 


 

	 	(iii)	The Index shall be adjusted or replaced by a
      substitute index as agreed by the Relevant Issuer and the Note Trustee or
      as determined by the Expert pursuant to the foregoing paragraphs, as the
      case may be, and references in these Conditions to the Index and to any
      Index Figure shall be deemed amended in such manner as the Note Trustee
      and the Relevant Issuer agree are appropriate to give effect to such
      adjustment or replacement. Such amendments shall be effective from the
      date of such notification and binding upon the Relevant Issuer, the
      Financial Guarantor(s), the other Secured Creditors, the Note Trustee and
      the Noteholders, and the Relevant Issuer shall give notice to the
      Noteholders in accordance with Condition 17 (Notices) of such
      amendments as promptly as practicable following such notification.
  


 

91







	8	Payments and Talons



 

	 	(a)	Bearer Notes: Payments of principal
      and interest in respect of Bearer Notes shall, subject as mentioned below,
      be made against presentation and surrender of the relevant Receipts (in
      the case of payments of Instalment Amounts other than on the due date for
      redemption and provided that the Receipt is presented for payment together
      with its relative Note), Notes (in the case of all other payments of
      principal and, in the case of interest, as specified in Condition 8(f)(vi)
      (Unmatured Coupons and Receipts and unexchanged Talons)) or
      Coupons (in the case of interest, save as specified in Condition 8(f)(ii)
      (Unmatured Coupons and Receipts and unexchanged Talons)), as
      the case may be, at the specified office of any Paying Agent outside the
      United States by a cheque payable in the relevant currency drawn on, or,
      at the option of the bolder, by transfer to an account denominated in such
      currency with, a Bank. “Bank” means a bank in the principal
      financial centre for such currency or, in the case of euro, in a city ill
      which banks have access to the TARGET System. 


 

	 	(b)	Registered Notes:



 

	 	(i)	Payments of principal (which for the
      purposes of this Condition 8(b) (Registered Notes)shall
      include final Instalment Amounts but not other Instalment Amounts) in
      respect of Registered Notes shall be made against presentation and
      surrender of the relevant Certificates at the specified office of any of
      the Transfer Agents or of the Registrar and in the manner provided in
      paragraph (ii) below. 


 

	 	(ii)	Interest (which for the purpose of this
      Condition 7(b) (Registered Notes) shall include all
      Instalment Amounts other than final Instalment Amounts) on Registered
      Notes shall be paid to the person shown on the Register at the close of
      business on the day before the due date for payment thereof (the
      “Record Date”). Payments of interest on each Registered Note shall
      be made in the relevant currency by cheque drawn on a Bank and mailed to
      the holder (or to the first named of joint holders) of such Note at its
      address appearing in the Register. Upon application by the holder to the
      specified office of the Registrar or any Transfer Agent before the Record
      Date, such payment of interest may be made by transfer to an account in
      the relevant currency maintained by the payee with a Bank.



 

	 	(c)	Payments in the United States:
      Notwithstanding the foregoing, if any Bearer Notes are denominated in U.S.
      dollars, payments in respect thereof may be made at the specified office
      of any Paying Agent in New York City in the same manner as aforesaid if
      (i) the Relevant Issuer shall have appointed Paying Agents with
      specified offices outside the United States with the reasonable
      expectation that such Paying Agents would be able to make payment of the
       amounts on the Notes in the manner provided above when due,
      (ii) payment in full of such amounts at all such offices is illegal
      or effectively precluded by exchange controls or other similar
      restrictions on payment or receipt of such amounts and (iii) such
      payment is then permitted by United States law, without involving, in the
      opinion of the Relevant Issuer, any adverse tax consequence to the
      Relevant Issuer. 


 

	 	(d)	Payments subject to Fiscal Laws: All
      payments are subject in all cases to any applicable fiscal or other laws,
      regulations and directives in the place of payment, but without prejudice
      to the provisions of Condition 8 (Payments and Talons). No
      commission or expenses shall be charged to the Noteholders or
      Couponholders in respect of such payments. 


 

	 	(e)	
      Appointment of
      Agents: The Issuing and Paying Agent, the Luxembourg Paying Agent, the
      Paying Agents, the Registrar, the Transfer Agents and the Calculation
      Agent initially appointed by the Issuers are listed in the Agency
      Agreement. The Issuing and Paying Agent, the Paying Agents, the Registrar,
      the Transfer Agents and the Calculation Agent act solely as agents of the
      Issuers and do not assume any obligation or relationship of agency or
      trust for or with any Noteholder or Couponholder. The Issuers reserve the
      right at any time with the approval of the Note Trustee to vary or
      terminate the appointment of the Issuing and Paying Agent, any other
      Paying Agent, the Registrar, any Transfer Agent or the Calculation
      Agent(s) and to appoint additional or other Paying Agents or Transfer
      Agents, provided that the Issuers shall at all times maintain (i) an
      Issuing and Paying Agent, (ii) a Registrar in relation to Registered
      Notes, (iii) a Transfer Agent in relation to Registered Notes,
      (iv) one or more Calculation Agent(s) where 



 

92







	 	the Conditions so require, (v) Paying
      Agents having specified offices in at least two major European cities,
      (vi) such other agents as may be required by any other stock exchange
      on which the Notes may be listed in each case, as approved by the Note
      Trustee and (vii) a Paying Agent with a specified office in a
      European Union member state that will not be obliged to withhold or deduct
      tax pursuant to any law implementing European Council Directive 2003/48/EC
      or any other Directive implementing the conclusions of the ECOFIN Council
      meeting of 26-27 November 2000. 


Notice
of any such change or any change of any specified office shall promptly be given
to the Noteholders. 

 

	 	(f)	Unmatured Coupons and Receipts and
      unexchanged Talons: 


 

	 	(i)	Upon the due date for redemption of Bearer
      Notes which comprise Fixed Rate Notes (other than Dual Currency Notes or
      Index linked Notes), should be surrendered for payment together with all
      unmatured Coupons (if any) relating thereto, failing which an amount equal
      to the face value of each missing unmatured Coupon (or, in the case of
      payment not being made in full, that proportion of the amount of such
      missing unmatured Coupon that the sum of principal so paid bears to the
      total principal due) shall be deducted from the Final Redemption Amount,
      Early Redemption Amount or Optional Redemption Amount, as the case may be,
      due for payment Any amount so deducted shall be paid in the manner
      mentioned above against surrender of such missing Coupon within a period
      of 10 years from the Relevant Date for the payment of such principal
      (whether or not such Coupon has become void pursuant to Condition 10
      (Prescription)). 


 

	 	(ii)	Upon the due date for redemption of any
      Bearer Note comprising a Floating Rate Note, Dual Currency Note or Index
      Linked Note, unmatured Coupons relating to such Note (whether or not
      attached) shall become void and no payment shall be made in respect of
      them. 


 

	 	(iii)	Upon the due date for redemption of any
      Bearer Note, any unexchanged Talon relating to such Note (whether or not
      attached) shall become void and no Coupon shall be delivered in respect of
      such Talon. 


 

	 	(iv)	Upon the due date for redemption of any
      Bearer Note that is redeemable in instalments, all Receipts relating to
      such Note having an Instalment Date falling on or after such due date
      (whether or not attached) shall become void and no payment shall be made
      in respect of them. 


 

	 	(v)	Where any Bearer Note that provides that the
      relative unmatured Coupons are to become void upon the due date for
      redemption of those Notes is presented for redemption without all
      unmatured Coupons, and where any Bearer Note is presented for redemption
      without any unexchanged Talon relating to it, redemption shall be made
      only against the provision of such indemnity as the Relevant Issuer may
      require. 


 

	 	(vi)	If the due date for redemption of any Note
      is not a due date for payment of interest, interest accrued from the
      preceding due date for payment of interest or the Interest Commencement
      Date, as the case may be, shall only be payable against presentation (and
      surrender if appropriate) of the relevant Bearer Note or Certificate
      representing it, as the case may be. Interest accrued on a Note that only
      bears interest after its Maturity Date shall be payable on redemption of
      such Note against presentation of the relevant Note or Certificate
      representing it, as the case may be. 


 

	 	(g)	Talons: On or after the Interest
      Payment Date for the final Coupon forming part of a Coupon sheet issued in
      respect of any Bearer Note, the Talon forming part of such Coupon sheet
      may be surrendered at the specified office of the Issuing and Paying Agent
      in exchange for a further Coupon sheet (and if necessary another Talon for
      a further Coupon sheet) (but excluding any Coupons that may have become
      void pursuant to Condition 10 (Prescription)). 


 

93







	 	(h)	Non-Business Days: Subject as
      provided in the relevant Final Terms, if any date for payment in respect
      of any Note, Receipt or Coupon is not a business day, the holder shall not
      be entitled to payment until the next following business day nor to any
      interest or other sum in respect of such postponed payment. In this
      paragraph, “business day” means a day (other than a Saturday or a
      Sunday) on which banks are open for presentation and payment of debt
      securities and for dealings in foreign currency in London and in the
      relevant place of presentation and in the cities referred to in the
      definition of Business Days and (in the case of a payment in a currency
      other than euro), where payment is to be made by transfer to an account
      maintained with a bank in the relevant currency, on which dealings may be
      carried on in the relevant currency in the principal financial centre of
      the country of such currency and, in relation to any sum payable in euro,
      a day on which the TARGET system is open. 


 

	9	Taxation 


All
payments of principal and interest by or on behalf of the Relevant Issuer in
respect of the Notes, the Receipts and the Coupons shall be made free and clear
of, and without withholding or deduction for or on account of, any present or
future taxes, duties, assessments or governmental charges of whatever nature
imposed, levied, collected, withheld or assessed by or within the United Kingdom
or any authority therein or thereof having power to tax, unless such withholding
or deduction is required by law. In that event, the Relevant Issuer shall pay
such additional amounts as shall result in receipt by the Noteholders and
Couponholders of such amounts as would have been received by them had no such
withholding or deduction been required, except that no such additional amounts
shall be payable with respect to any Note, Receipt or Coupon: 

 

	 	(a)	Other connection: to, or to a third
      party on behalf of, a holder who is liable to such taxes, duties,
      assessments or governmental charges in respect of such Note, Receipt or
      Coupon by reason of his having some connection with the United Kingdom
      other than the mere holding of the Note, Receipt or Coupon; or
  


 

	 	(b)	Lawful avoidance of withholding: to,
      or to a third party on behalf of, a holder who could lawfully avoid (but
      has not so avoided) such deduction or withholding by complying or
      procuring that any third party complies with any statutory requirements or
      by making or procuring that any third party makes a declaration of
      non-residence or other similar claim for exemption to any tax authority in
      the place where the relevant Note (or the Certificate representing it),
      Receipt or Coupon is presented for payment; or 


 

	 	(c)	Presentation more than 30 days after the
      Relevant Date: presented or surrendered (or in respect of which the
      Certificate representing it is presented or surrendered) for payment more
      than 30 days after the Relevant Date except to the extent that the holder
      of it would have been entitled to such additional amounts on presenting it
      for payment on the thirtieth day; or 


 

	 	(d)	Payment to individuals: where such
      withholding or deduction is imposed on a payment to an individual and is
      required to be made pursuant to European Council Directive 2003/48/EC or
      any other Directive implementing the conclusions of the ECOFIN Council
      meeting of 26-27 November 2000 on the taxation of savings income or
      any law implementing or complying with, or introduced in order to conform
      to, such Directive; or 


 

	 	(e)	Payment by another Paying Agent:
      (except in the case of Registered Notes) presented for payment by or on
      behalf of a holder who would have been able to avoid such withholding or
      deduction by presenting the relevant Note, Receipt or Coupon to another
      Paying Agent in a Member State of the European Union. 


As
used in these Conditions, “Relevant Date” in respect of any Note, Receipt
or Coupon means the date on which payment in respect of it first becomes due or
(if any amount of the money payable is improperly withheld or refused) the date
on which payment in full of the amount outstanding is made 

 

94








or (if earlier) the date seven days after that on which notice is duly given to
the Noteholders that, upon further presentation of the Note (or relative
Certificate), Receipt or Coupon being made in accordance with the Conditions,
such payment will be made, provided that payment is in fact made upon such
presentation. References in these Conditions to (i) “principal”
shall be deemed to include any premium payable in respect of the Notes, all
Instalment Amounts, Final Redemption Amounts, Early Redemption Amounts, Optional
Redemption Amounts, Amortised Face Amounts and all other amounts in the nature
of principal payable pursuant to Condition 6 (Redemption, Purchase and
Options) or any amendment or supplement to it, (ii) “interest” shall be
deemed to include all Interest Amounts and all other amounts payable pursuant to
Condition 5 (Interest and Other Calculations) or any amendment or
supplement to it and (iii) “principal” and/or “interest”
shall be deemed to include any additional amounts that may be payable under this
Condition or any undertaking given in addition to or in substitution for it
under the Trust Deed. 

 

	10	Prescription 


Claims
against the Relevant Issuer for payment in respect of the Notes, Receipts and
Coupons (which, for this purpose, shall not include Talons) shall be prescribed
and become void unless made within 10 years (in the case of principal) or five
years (in the case of interest) from the appropriate Relevant Date in respect of
them. 

 

	11	Events of Default



If
any of the following events (“Events of Default”) occurs and is
continuing, the Note Trustee at its discretion may, and if so requested by
holders of at least one-quarter in nominal amount of the Notes then outstanding
or if so directed by an Extraordinary Resolution shall, give notice to the
 Relevant Issuer that the Notes are, and they shall immediately become, due and
payable at their Early Redemption Amount together (if applicable) with accrued
interest: 

 

	 	(i)	Non-Payment: default is made for more
      than 14 days in the payment on the due date of interest or principal in
      respect of any of the Notes; or 


 

	 	(ii)	Breach of Other Obligations: the
      Relevant Issuer does not perform or comply with any one or more of its
      other obligations in the Notes or the Trust Deed which default is
      incapable of remedy or, if in the opinion of the Note Trustee capable of
      remedy, is not in the opinion of the Note Trustee remedied within 30 days
      after notice of such default shall have been given to the Relevant Issuer
      by the Note Trustee; or 


 

	 	(iii)	Cross-Acceleration: (A) any
      other present or future indebtedness of the Relevant Issuer for or in
      respect of moneys borrowed or raised becomes due and payable prior to its
      stated maturity by reason of any actual or potential default, event of
      default or the like (howsoever described), or (B) any such
      indebtedness is not paid when due or, as the case may be, within any
      originally applicable grace period, or (C) the Relevant Issuer fails
      to pay when due any amount payable by it under any present or future
      guarantee for, or indemnity in respect of, any moneys borrowed or raised
      provided that the aggregate amount of the relevant indebtedness,
      guarantees and indemnities in respect of which one or more of the events
      mentioned above in this paragraph (iii) have occurred equals or
      exceeds £30,000,000 or its equivalent in any other currency (as reasonably
      determined by the Note Trustee); or 


 

	 	(iv)	Enforcement Proceedings: a distress,
      attachment, execution or other legal process is levied, enforced or sued
      out on or against any substantial part of the property, assets or revenues
      of the Relevant Issuer and is not discharged or stayed within 90 days; or
    


 

	 	(v)	Insolvency: the Relevant Issuer is
      (or is, or could be, deemed by law or a court to be) insolvent or bankrupt
      or unable to pay its debts, stops, suspends or threatens to stop or
      suspend payment of its debts generally or a material part of a particular
      type of its debts, proposes or makes a general assignment or an
      arrangement or composition with or for the benefit of the relevant
      creditors in respect of any of such debts or a moratorium is agreed or
       declared or comes into effect in respect of or affecting its debts
      generally or any part of a particular type of the debts of the Relevant
      Issuer; or 


 

95







	 	(vi)	Winding-up: (A) an administrator
      or liquidator is appointed in relation to the Relevant Issuer (and, in
      each case, not discharged within 90 days) or (B) an order is made or
      an effective resolution passed for the winding-up or dissolution or
      administration of the Relevant Issuer, or (C) the Relevant Issuer shall
      apply or petition for a winding-up or administration order in respect of
      itself or (D) the Relevant Issuer ceases or threatens to cease to
      carry on all or substantially all of its business or operations, in each
      case ((A) to (D) inclusive) except for the purpose of and followed by
      a reconstruction, amalgamation, reorganisation, merger or consolidation on
      terms approved by the Note Trustee or by an Extraordinary Resolution (as
      defined in the Trust Deed) of the Noteholders; or 


 

	 	(vii)	Nationalisation: any step is taken by
      any person with a view to the seizure, compulsory acquisition,
      expropriation or nationalisation of all or a material part of the assets
      of the Relevant Issuer; or 


 

	 	(viii)	Illegality: it is or will become
      unlawful for the Relevant Issuer to perform or comply with any one or more
      of its obligations under any of the Notes or the Trust Deed,



provided
that in the case of paragraphs (ii) to (v), (vii) and (viii) the
Note Trustee shall have certified (without liability on its part) that in its
opinion such event is materially prejudicial to the interests of the
Noteholders. 

 

	12	Meetings of Noteholders, Modification,
      Waiver and Substitution 


 

	 	(a)	Meetings of Noteholders: The Trust
      Deed contains provisions for convening meetings of Noteholders of one or
      more Tranches of Notes to consider any matter affecting their interests,
      including the sanctioning by Extraordinary Resolution (as defined in the
      Trust Deed) of a modification of any of these Conditions or any provisions
      of the Trust Deed. Such a meeting may be convened by Noteholders holding
      not less than 10 per cent in nominal amount of the affected Tranche
      or Tranches of Notes for the time being outstanding. The quorum for any
      meeting convened to consider an Extraordinary Resolution shall be two or
      more persons holding or representing one more than fifty per cent. in
      nominal amount of the affected Tranche or Tranches of Notes for the time
      being outstanding, or at any adjourned meeting one or more persons being
      or representing Noteholders whatever the nominal amount of the affected
      Tranche or Tranches of Notes held or represented, unless the business of
      such meeting includes consideration of proposals, inter alia,
      (i) to amend the dates of maturity or redemption of the Notes, any
      Instalment Date or any date for payment of interest or Interest Amounts on
      the Notes, (ii) to reduce or cancel the nominal amount of, or any
      Instalment Amount of, or any premium payable on redemption of, the Notes,
      (iii) to reduce the rate or rates of interest in respect of the Notes
      or to vary the method or basis of calculating the rate or rates or amount
      of interest or the basis for calculating any Interest Amount in respect of
      the Notes, (iv) if a Minimum and/or a Maximum Rate of Interest,
      Instalment Amount or Redemption Amount is shown in the Final Terms, to
      reduce any such Minimum and/or Maximum, (v) to vary any method of, or
      basis for, calculating the Final Redemption Amount, the Early Redemption
      Amount or the Optional Redemption Amount, including the method of
      calculating the Amortised Face Amount, (vi) to vary the currency or
      currencies of payment or denomination of the Notes, or (vii) to
      modify the provisions concerning the quorum required at any meeting of
      Noteholders or the majority required to pass the Extraordinary Resolution,
      in which case the necessary quorum shall be two or more persons holding or
      representing not less than fifty per cent, or at any adjourned meeting not
      less than 25 per cent, in nominal amount of the affected Tranche or
      Tranches of Notes for the time being outstanding. Any Extraordinary
      Resolution duly passed shall be binding on all Noteholders (whether or not
      they were present at the meeting at which such resolution was passed) and
      on all Couponholders. 


 

96







The
Trust Deed provides that a resolution in writing signed by or on behalf of the
holders of not less than 75 per cent, in nominal amount of the Notes
outstanding shall for all purposes be as valid and effective as an Extraordinary
Resolution passed at a meeting of affected Tranche or Tranches of Noteholders
duly convened and held. Such a resolution in writing may be contained in one
document or several documents in the same form, each signed by or on behalf of
one or more Noteholders. 

 

	 	(b)	Modification of the Trust Deed: The
      Note Trustee may agree, without the consent of the Noteholders,
      Receiptholders or Couponholders, to (i) any modification of any of
      the provisions of the Trust Deed that is of a formal, minor or technical
      nature or is made to correct a manifest error, and (ii) any other
      modification (except as mentioned in the Trust Deed), and any waiver or
      authorisation of any breach or proposed breach, of any of the provisions
       of the Trust Deed that is in the opinion of the Note Trustee not
      materially prejudicial to the interests of the Noteholders. Any such
      modification, authorisation or waiver shall be binding on the Noteholders
      and the Couponholders and, if the Note Trustee so requires, such
      modification shall be notified to the Noteholders as soon as practicable.
    


 

	 	(c)	Substitution: The Note Trustee may
      agree, subject to the execution of a deed or undertaking supplemental to
      the Trust Deed in form and manner satisfactory to the Note Trustee and
      such other conditions as the Note Trustee may require, but without the
      consent of the Noteholders, the Receiptholders or the Couponholders, to
      the substitution of the Relevant Issuer’s successor in business in place
      of the Relevant Issuer or of any previous substituted company, as
      principal debtor under the Trust Deed and the Notes. In the case of such a
      substitution the Note Trustee may agree, without the consent of the
      Noteholders, the Receiptholders or the Couponholders, to a change of the
      law governing the Notes, the Receipts, the Coupons, the Talons and/or the
      Trust Deed provided that such change would not in the opinion of the Note
      Trustee be materially prejudicial to the interests of the Noteholders.
  


 

	 	(d)	Entitlement of the Note Trustee: In
      connection with the exercise of its functions (including but not limited
      to those referred to in this Condition) the Note Trustee shall have regard
      to the interests of the Noteholders as a class and shall not have regard
      to the consequences of such exercise for individual Noteholders or
      Couponholders and the Note Trustee shall not be entitled to require, nor
      shall any Noteholder or Couponholder be entitled to claim, from the
      Relevant Issuer any indemnification or payment in respect of any tax
      consequence of any such exercise upon individual Noteholders or
      Couponholders. 


 

	 	(e)	Modification of the Conditions:
      these Conditions may be amended, modified or varied in relation to any
      Series of Notes by the terms of the relevant Final Terms in relation to
      such Series. 


 

	13	Enforcement 


At
any time after the occurrence of an Event of Default which is continuing, and,
in the case of paragraphs (ii) to (v), (vii) and (viii) of
Condition 11 (Events of Default) where the Note Trustee has certified
(without liability on its part) that in its opinion such event is materially
 prejudicial to the interests of the Noteholders, the Note Trustee may, at its
discretion and without further notice, institute such proceedings against the
Relevant Issuer as it may think fit to enforce the terms of the Trust Deed, the
Notes, the Receipts and the Coupons, but it need not take any such proceedings
unless (a) it shall have been so directed by an Extraordinary Resolution or
so requested in writing by Noteholders holding at least one-quarter in nominal
amount of the Notes outstanding, and (b) it shall have been indemnified
and/or secured and/or prefunded to its satisfaction. No Noteholder,
Receiptholder or Couponholder may proceed directly against the Relevant Issuer
unless the Note Trustee, having become bound so to proceed, fails to do so
within a reasonable time and such failure is continuing. 

 

97







	14	Indemnification of the Note Trustee
    


The
Trust Deed contains provisions for the indemnification of the Note Trustee and
for its relief from responsibility. The Note Trustee is entitled to enter into
business transactions with the Issuers and any entity related to the Issuers
without accounting for any profit. 

The
Note Trustee may rely without liability on a report, confirmation or certificate
or any advice of any accountants, financial advisers, financial institution or
any other expert, whether or not addressed to it and whether their liability in
relation thereto is limited (by its terms or by any engagement letter relating
thereto entered into by the Note Trustee or in any other manner) by reference to
a monetary cap, methodology or otherwise. The Note Trustee may accept and shall
be entitled to rely on any such report, confirmation or certificate or advice
and such report, confirmation or certificate or advice shall be binding on the
Issuers, the Note Trustee and the Noteholders. 

 

	15	Replacement of Notes, Certificates,
      Receipts, Coupons and Talons 


If
a Note, Certificate, Receipt, Coupon or Talon is lost, stolen, mutilated,
defaced or destroyed, it may be replaced, subject to applicable laws,
regulations and stock exchange or other relevant authority regulations, at the
specified office of the Issuing and Paying Agent in London (in the case of
Bearer Notes, Receipts, Coupons or Talons) and of the Registrar (in the case of
Certificates) or such other Paying Agent or Transfer Agent, as the case may be,
as may from time to time be designated by the Relevant Issuer for the purpose
and notice of whose designation is given to Noteholders, in each case on payment
by the claimant of the fees and costs incurred in connection therewith and on
such terms as to evidence, security and indemnity (which may provide, inter
alia, that if the allegedly lost, stolen or destroyed Note, Certificate,
Receipt, Coupon or Talon is subsequently presented for payment or, as the case
may be, for exchange for further Coupons, there shall be paid to the Relevant
Issuer on demand the amount payable by the Relevant Issuer in respect of such
Notes, Certificates, Receipts, Coupons or further Coupons) and otherwise as the
Relevant Issuer may require. Mutilated or defaced Notes, Certificates, Receipts,
 Coupons or Talons must be surrendered before replacements will be issued. 

 

	16	Further Issues 


The
Relevant Issuer may from time to time without the consent of the Noteholders or
Couponholders create and issue further securities either having the sameterms
and conditions as the Notes in all respects (or in all respects except for the
first payment of interest on them) and so that such further issue shall be
 consolidated and form a single series with the outstanding securities of any
series (including the Notes) or upon such different terms as the Relevant Issuer
may determine at the time of their issue. References in these Conditions to the
Notes include (unless the context requires otherwise) any other securities
issued pursuant to this Condition and forming a single series with the Notes.
Any further issues may be constituted by the Trust Deed or any deed supplemental
to it. The Trust Deed contains provisions for convening a single meeting of the
Noteholders and the holders of securities of other series where the Note Trustee
so decides. 

 

	17	Notices 


Notices
to the holders of Registered Notes shall be mailed to them at their respective
addresses in the Register and deemed to have been given on the fourth weekday
(being a day other than a Saturday or a Sunday) after the date of mailing.
Notices to the holders of Bearer Notes shall be valid if published in a daily
 newspaper of general circulation in London (which is expected to be the
Financial Times). If in the opinion of the Note Trustee any such
publication is not practicable, notice shall be validly given if published in
another leading daily English language newspaper with general circulation in
Europe. Any such notice shall be deemed to have been given on the date of such
publication or, if published more than once or on different dates, on the first
date on which publication is made, as provided above. 

 

98







Couponholders
shall be deemed for all purposes to have notice of the contents of any notice
given to the holders of Bearer Notes in accordance with this Condition. 

 

	18	Contracts (Rights of Third Parties) Act
      1999 


No
person shall have any right to enforce any term or condition of the Notes under
the Contracts (Rights of Third Parties) Act 1999. 

 

	19	Governing Law and Jurisdiction
  


 

	 	(a)	Governing Law: The Trust Deed, the
      Notes, the Receipts, the Coupons and the Talons and any non-contractual
      obligations arising out of or in connection, with them are governed by,
      and shall be construed in accordance with, English law.



 

	 	(b)	Jurisdiction: The Courts of England
      are to have jurisdiction to settle any disputes that may arise out of or
      in connection with any Notes, Receipts, Coupons or Talons and accordingly
      any legal action or proceedings arising out of or in connection with any
      Notes, Receipts, Coupons or Talons (“Proceedings”) may be brought
      in such courts. The Issuers have in the Trust Deed irrevocably submitted
      to the jurisdiction of such courts. 


 

99







Schedule
2 

Part
D 

Form
of Coupon 

On
the front: 

[ISSUER]


EURO
MEDIUM TERM NOTE PROGRAMME 

Series
No. [•] 

[Title
of issue] 

Coupon
for [[set out amount due, if known]/the amount] due on [the Interest Payment
Date falling in]* [•],[•]. 

[Coupon
relating to Note in the nominal amount of [•]]** 

This
Coupon is payable to bearer (subject to the Conditions endorsed on the Note to
which this Coupon relates, which shall be binding upon the holder of this Coupon
whether or not it is for the time being attached to such Note) at the specified
offices of the Issuing and Paying Agent and the Paying Agents set out on the
reverse hereof (or any other Issuing and Paying Agent or further or other Paying
 Agents or specified offices duly appointed or nominated and notified to the
Noteholders). 

[If
the Note to which this Coupon relates shall have become due and payable before
the maturity date of this Coupon, this Coupon shall become void and no payment
shall be made in respect of it.]*** 

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

[ISSUER]


By:


[Cp.
 No.]        [Denomination]        [ISIN]        [Series]        [Certif.
No.] 

 

100







On
the back: 

ISSUING
AND PAYING AGENT 

[•]


PAYING
AGENT[S] 

[•]


[•]


[*Only
necessary where Interest Payment Dates are subject to adjustment in accordance
with a Business Day Convention otherwise the particular Interest Payment Date
should be specified.] 

[**Only
required for Coupons relating to Floating Rate or Index Linked Interest Notes
that are issued in more than one denomination.] 

[***Delete
if Coupons are not to become void upon early redemption of Note.] 

 

101







Schedule
2 

Part
E 

Form
of Talon 

On
the front: 

[ISSUER]


EURO
MEDIUM TERM NOTE PROGRAMME 

Series
No. [•] 

[Title
of issue] 

Talon
for further Coupons falling due on [the Interest Payment Dates falling
in]*[•][•]. 

[Talon
relating to Note in the nominal amount of [•]]** 

After
all the Coupons relating to the Note to which this Talon relates have matured,
further Coupons (including if appropriate a Talon for further Coupons) shall be
issued at the specified office of the Issuing and Paying Agent set out on the
reverse hereof (or any other Issuing and Paying Agent or specified office duly
appointed or nominated and notified to the Noteholders) upon production and
 surrender of this Talon. 

If
the Note to which this Talon relates shall have become due and payable before
the original due date for exchange of this Talon, this Talon shall become void
and no exchange shall be made in respect of it. 

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

[ISSUER]


By:


[Talon
 No.]        [ISIN]        [Series]        [Certif.
No.] 

On
the back: 

ISSUING
AND PAYING AGENT 

[•]


[*
The maturity dates of the relevant Coupons should be set out if known, otherwise
reference should be made to the months and years in which the Interest Payment
Dates fall due.] 

[**
Only required where the Series comprises Notes of more than one denomination.]


 

102







Schedule
2 

Part
F 

Form
of Receipt 

[ISSUER]


EURO
MEDIUM TERM NOTE PROGRAMME 

Series
No. [•] 

Receipt
for the sum of [•] being the instalment of principal payable in accordance with
the Terms and Conditions endorsed on the Note to which this Receipt relates (the
“Conditions”) on [•]. 

This
Receipt is issued subject to and in accordance with 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 payable at the specified office of any of
the Paying Agents set out on the reverse of the Note to which this Receipt
relates (and/or any other or further Paying Agents and/or specified offices as
may from time to time be duly appointed and notified to the Noteholders). 

This
Receipt must be presented for payment together with the Note to which it
relates. If the Note to which this Receipt appertains shall have become due and
payable on or before the maturity date of this Receipt, this Receipt shall
become void and no payment shall be made in respect of it. The issuer shall have
no obligation in respect of this Receipt if it is presented without the Note to
which it relates. 

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

[ISSUER]


By:


 

103







Schedule
3 

Provisions
for Meetings of Noteholders 

Interpretation


 

	1	In this Schedule: 


 

	1.1	references to a meeting are to a meeting of
      Noteholders of a single series of Notes and include, unless the context
      otherwise requires, any adjournment 


 

	1.2	references to “Notes” and
      “Noteholders” are only to the Notes of the Series in respect of
      which a meeting has been, or is to be, called, and to the holders of these
      Notes, respectively 


 

	1.3	“agent” means a holder of a voting
      certificate or a proxy for, or representative of, a Noteholder
  


 

	1.4	“block voting instruction”
      means an instruction issued in accordance with paragraphs 8 to 14
  


 

	1.5	“Extraordinary Resolution” means a
      resolution passed at a meeting duly convened and held in accordance with
      this Trust Deed by a majority of at least 75 per cent of the votes
      cast 


 

	1.6	“proxy” has the meaning given to it
      in paragraph 9.6 below 


 

	1.7	“required proportion” means
      the proportion of the Notes shown by the table in paragraph 19.2 below
  


 

	1.8	“voting certificate” means a
      certificate issued in accordance with paragraphs 5, 6, 7 and 14 and
  


 

	1.9	references to persons representing a
      proportion of the Notes are to Noteholders or agents holding or
      representing in the aggregate at least that proportion in nominal amount
      of the Notes for the time being outstanding. 


Powers
of meetings 

 

	2	A meeting shall, subject to the Conditions
      and without prejudice to any powers conferred on other persons by this
      Trust Deed, have power by Extraordinary Resolution: 


 

	2.1	to sanction any proposal by the Issuer or
      the Note Trustee for any modification, abrogation, variation or compromise
      of, or arrangement in respect of, the rights of the Noteholders and/or the
      Couponholders against the Issuer, whether or not those rights arise under
      this Trust Deed 


 

	2.2	to sanction the exchange or substitution for
      the Notes of, or the conversion of the Notes into, shares, bonds or other
      obligations or securities of the Issuer or any other entity



 

	2.3	to assent to any modification of this
      Trust Deed, the Notes, the Receipts, the Talons or the Coupons proposed by
      the Issuer or the Note Trustee 


 

	2.4	to authorise anyone to concur in and do
      anything necessary to carry out and give effect to an Extraordinary
      Resolution 


 

	2.5	to give any authority, direction or sanction
      required to be given by Extraordinary Resolution 


 

104







	2.6	to appoint any persons (whether Noteholders
      or not) as a committee or committees to represent the Noteholders’
      interests and to confer on them any powers or discretions which the
      Noteholders could themselves exercise by Extraordinary Resolution
  


 

	2.7	to approve a proposed new Note Trustee and
      to remove a Note Trustee 


 

	2.8	to approve the substitution of any entity
      for the Issuer (or any previous substitute) as principal debtor under this
      Trust Deed and 


 

	2.9	to discharge or exonerate the Note Trustee
      from any liability in respect of any act or omission for which it may
      become responsible under this Trust Deed, the Notes, the Receipts, the
      Talons or the Coupons provided that the special quorum provisions in
      paragraph 19 shall apply to any Extraordinary Resolution (a “special
      quorum resolution”) for the purpose of subparagraph 2.2 or 2.8, any of
      the proposals listed in Condition 12(a) (Meetings of Noteholders)
      or any amendment to this proviso. 


Convening
a meeting 

 

	3	The Issuer or the Note Trustee may at any
      time convene a meeting. If it receives a written request by Noteholders
      holding at least 10 per cent in nominal amount of the Notes of any
      Series for the time being outstanding and is indemnified and/or secured
      and/or pre-funded to its satisfaction against all costs and expenses, the
      Note Trustee shall convene a meeting of the Noteholders of that Series.
      Every meeting shall be held on a date and at a time and place approved by
      the Note Trustee. 


 

	4	At least 21 days’ notice (exclusive of the
      day on which the notice is given and of the day of the meeting) shall be
      given to the Noteholders and the Paying Agents. A copy of the notice shall
      be given by the party convening the meeting to the other parties. The
      notice shall specify the day, time and place of meeting and, unless the
      Note Trustee otherwise agrees, the nature of the resolutions to be
      proposed and shall explain how Noteholders may appoint proxies or
      representatives, obtain voting certificates and use block voting
      instructions and the details of the time limits applicable.



Arrangements
for voting 

 

	5	If a holder of a Bearer Note wishes to
      obtain a voting certificate in respect of it for a meeting, he must
      deposit it for that purpose at least 48 hours before the time fixed for
      the meeting with a Paying Agent or to the order of a Paying Agent with a
      bank or other depositary nominated by the Paying Agent for the purpose.
      The Paying Agent shall then issue a voting certificate in respect of it.
    


 

	6	A voting certificate shall:



 

	6.1	be a document in the English language
  


 

	6.2	be dated 


 

	6.3	specify the meeting concerned and the serial
      numbers of the Notes deposited and 


 

	6.4	entitle, and state that it entitles, its
      bearer to attend and vote at that meeting in respect of those Notes.
  


 

	7	Once a Paying Agent has issued a
      voting certificate for a meeting in respect of a Note, it shall not
      release the Note until either: 


 

105







	7.1	the meeting has been concluded or
  


 

	7.2	the voting certificate has been surrendered
      to the Paying Agent. 


 

	8	If a holder of a Bearer Note wishes the
      votes attributable to it to be included in a block voting instruction for
      a meeting, then, at least 48 hours before the time fixed for the meeting,
      (i) he must deposit the Note for that purpose with a Paying Agent or
      to the order of a Paying Agent with a bank or other depositary nominated
      by the Paying Agent for the purpose and (ii) he or a duly authorised
      person on his behalf must direct the Paying Agent how those votes are to
      be cast The Paying Agent shall issue a block voting instruction in respect
      of the votes attributable to all Notes so deposited. 


 

	9	A block voting instruction shall:
  


 

	9.1	be a document in the English language
  


 

	9.2	be dated 


 

	9.3	specify the meeting concerned



 

	9.4	list the total number and serial numbers of
      the Notes deposited, distinguishing with regard to each resolution between
      those voting for and those voting against it 


 

	9.5	certify that such list is in accordance with
      Notes deposited and directions received as provided in paragraphs 8, 11
      and 14 and 


 

	9.6	appoint a named person (a “proxy”) to vote
      at that meeting in respect of those Notes and in accordance with that
      list. A proxy need not be a Noteholder. 


 

	10	Once a Paying Agent has issued a block
      voting instruction for a meeting in respect of the votes attributable to
      any Notes: 


 

	10.1	it shall not release the Notes, except as
      provided in paragraph 11, until the meeting has been concluded and
  


 

	10.2	the directions to which it gives
      effect may not be revoked or altered during the 48 hours before the time
      fixed for the meeting. 


 

	11	If the receipt for a Note deposited with a
      Paying Agent in accordance with paragraph 8 is surrendered to the Paying
      Agent at least 48 hours before the time fixed for the meeting, the Paying
      Agent shall release the Note and exclude the votes attributable to it from
      the block voting instruction. 


 

	12	Each block voting instruction shall be
      deposited at least 24 hours before the time fixed for the meeting at such
      place as the Note Trustee shall designate or approve, and in default it
      shall not be valid unless the chairman of the meeting decides otherwise
      before the meeting proceeds to business. If the Note Trustee requires, a
      notarially certified copy of each block voting instruction shall be
      produced by the proxy at the meeting but the Note Trustee need not
       investigate or be concerned with the validity of the proxy’s appointment.
    


 

	13	A vote cast in accordance with a
      block voting instruction shall be valid even if it or any of the
      Noteholders’ instructions pursuant to which it was executed has previously
      been revoked or amended, unless written intimation of such revocation or
      amendment is received from the relevant Paying Agent by the Issuer or the
      Note Trustee at its registered office or by the chairman of the meeting in
      each case at least 24 hours before the time fixed for the meeting.
  


 

106







	14	No Note may be deposited with or to the
      order of a Paying Agent at the same time for the purposes of both
      paragraph 5 and paragraph 8 for the same meeting. 


 

	15	


 

	15.1	A holder of a Registered Note may, by an
      instrument in writing in the form available from the specified office of a
      Transfer Agent in the English language executed by or on behalf of the
      holder and delivered to the Transfer Agent at least 24 hours before the
      time fixed for a meeting, appoint any person (a “proxy”) to act on
      his behalf in connection with that meeting. A proxy need not be a
      Noteholder. 


 

	15.2	A corporation which holds a Registered Note
      may by delivering to a Transfer Agent at least 24 hours before the time
      fixed for a meeting a certified copy of a resolution of its directors or
      other governing body (with, if it is not in English, a certified
      translation into English) authorise any person to act as its
      representative (a “representative’’) in connection with that
      meeting. 


Chairman


 

	16	The chairman of a meeting shall be such
      person as the Note Trustee may nominate in writing, but if no such
      nomination is made or if the person nominated is not present within 15
      minutes after the time fixed for the meeting the Noteholders or agents
      present shall choose one of their number to be chairman, failing which the
      Issuer may appoint a chairman. The chairman need not be a Noteholder or
      agent. The chairman of an adjourned meeting need not be the same person as
      the chairman of the original meeting. 


Attendance


 

	17	The following may attend and speak at a
      meeting: 


 

	17.1	Noteholders and agents



 

	17.2	the chairman 


 

	17.3	the Issuer and the Note Trustee
      (through their respective representatives) and their respective financial
      and legal advisers 


 

	17.4	the Dealers and their advisers
  


 

	17.5	any other person approved by the
      meeting or the Note Trustee and 


 

	17.6	in relation to Registered Notes, the
      Registrar, or in relation to Bearer Notes, the Issuing and Paying Agent.
    


No-one
else may attend or speak. 

Quorum
and Adjournment 

 

	18	No business (except choosing a chairman)
      shall be transacted at a meeting unless a quorum is present at the
      commencement of business. If a quorum is not present within 15 minutes
      from the time initially fixed for the meeting, it shall, if convened on
      the requisition of Noteholders or if the Issuer and the Note Trustee
      agree, be dissolved. In any other case it shall be adjourned until such
      date, not less than 14 nor more than 42 days later, and time and place as
       the chairman may decide. If a quorum is not present within 15 minutes
      from the time fixed for a meeting so adjourned, the meeting shall be
      dissolved. 


 

107







	19	Two (or in the case of an adjourned meeting
      one) or more Noteholders or agents present in person shall be a quorum
      provided, however, that, so long as at least the required
      proportion of the aggregate principal amount of the outstanding Notes is
      represented by, in the case of Bearer Notes, the Global Notes or, in the
      case of Registered Notes, the Global Certificates or a single Certificate,
      in the context of Registered Notes, an agent appointed in relation thereto
      or a Noteholder of the Notes represented thereby shall be deemed to be two
      voters (or in the case of an adjourned meeting, one voter) for the purpose
      of forming a quorum. 


 

	19.1	in the cases marked “No minimum proportion”
      in the table below, whatever the proportion of the Notes which they
      represent 


 

	19.2	in any other case, only if they represent,
      in nominal amount of the affected Tranche or Tranches of Notes for the
      time being outstanding, the proportion of the Notes shown by the table
      below. 


 

					
	
      COLUMN
      1
	  	
      COLUMN
      2
	  	
      COLUMN
      3

	Purpose of meeting	  	Any meeting except one referred to in column 3	  	Meeting previously adjourned through want of a
  quorum
			
		  	Required proportion	  	Required proportion
			
	To pass a special quorum resolution	  	Fifty per cent	  	Twenty-five per cent
			
	To pass any other Extraordinary Resolution	  	One more than fifty per cent	  	No minimum proportion
			
	Any other purpose	  	One more than fifty per cent	  	No minimum proportion


 

	20	The chairman may with the consent of (and
      shall if directed by) a meeting adjourn the meeting from time to time and
      from place to place. Only business which could have been transacted at the
      original meeting may be transacted at a meeting adjourned in accordance
      with this paragraph or paragraph 18. 


 

	21	At least 10 days’ notice of a meeting
      adjourned through want of a quorum shall be given in the same manner as
      for an original meeting and that notice shall state the quorum required at
      the adjourned meeting. No notice need, however, otherwise be given of an
      adjourned meeting. 


Voting


 

	22	Each question submitted to a meeting shall
      be decided by a show of hands unless a poll is (before, or on the
      declaration of the result of, the show of hands) demanded by the chairman,
      the issuer, the Note Trustee or one or more persons holding one or more
      Notes or voting certificates representing 2 per cent of the Notes.
  


 

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	23	Unless a poll is demanded a declaration by
      the chairman that a resolution has or has not been passed shall be
      conclusive evidence of the fact without proof of the number or proportion
      of the votes cast in favour of or against it. 


 

	24	If a poll is demanded, it shall be taken in
      such manner and (subject as provided below) either at once or after such
      adjournment as the chairman directs. The result of the poll shall be
      deemed to be the resolution of the meeting at which it was demanded as at
      the date it was taken. A demand for a poll shall not prevent the meeting
      continuing for the transaction of business other than the question on
      which it has been demanded. 


 

	25	A poll demanded on the election of a
      chairman or on a question of adjournment shall be taken at once.
  


 

	26	On a show of hands every person who is
      present in person and who produces a Bearer Note, a Certificate of which
      he is the registered holder or a voting certificate or is a proxy or
      representative has one vote. On a poll every such person has one vote in
      respect of each integral currency unit of the Specified Currency of such
      Series of Notes so produced or represented by the voting certificate so
      produced or for which he is a proxy or representative. Without prejudice
      to the obligations of proxies, a person entitled to more than one vote
      need not use them all or cast them all in the same way.



 

	27	In case of equality of votes the chairman
      shall both on a show of hands and on a poll have a casting vote in
      addition to any other votes which he may have. 


Effect
and Publication of an Extraordinary Resolution 

 

	28	An Extraordinary Resolution shall be binding
      on all the Noteholders, whether or not present at the meeting, and on all
      the Receiptholders and the Couponholders and each of them shall be bound
      to give effect to it accordingly. The passing of such a resolution shall
      be conclusive evidence that the circumstances justify its being passed.
      The Issuer shall give notice of the passing of an Extraordinary Resolution
      to Noteholders and, in relation to Bearer Notes, to the Paying Agents, and
      in relation to Registered Notes, to the Registrar within 14 days but
      failure to do so shall not invalidate the resolution. 


Minutes


 

	29	Minutes shall be made of all resolutions and
      proceedings at every meeting and, if purporting to be signed by the
      chairman of that meeting or of the next succeeding meeting, shall be
      conclusive evidence of the matters in them. Until the contrary is proved
      every meeting for which minutes have been so made and signed shall be
      deemed to have been duly convened and held and all resolutions passed or
      proceedings transacted at it to have been duly passed and transacted.
  


Written
Resolutions 

 

	30	A written resolution signed by the
      holders of 75 per cen. in nominal amount of the Notes outstanding
      shall take effect as if it were an Extraordinary Resolution. Such a
      resolution in writing may be contained in one document or several
      documents in the same form, each signed by or on behalf of one or more
      Noteholders. 


Note
Trustee’s Power to Prescribe Regulations 

 

	31	
      Subject to all
      other provisions in this Trust Deed the Note Trustee may without the
      consent of the Noteholders prescribe such further regulations regarding
      the holding of meetings and attendance and voting at them as it in its
      sole discretion determines including (without limitation) such
      requirements as the Note Trustee thinks reasonable to satisfy itself that
      the 



 

109







	 	persons who purport to make any requisition
      in accordance with this Trust Deed are entitled to do so and as to the
      form of voting certificates or block voting instructions so as to satisfy
      itself that persons who purport to attend or vote at a meeting are
      entitled to do so. 


 

	32	The foregoing provisions of this Schedule
      shall have effect subject to the following provisions:



 

	32.1	Meetings of Noteholders of separate Series
      will normally be held separately. However, the Note Trustee may from time
      to time determine that meetings of Noteholders of separate Series shall be
      held together 


 

	32.2	A resolution that in the opinion of the Note
      Trustee affects one Series alone shall be deemed to have been duly passed
      if passed at a separate meeting of the Noteholders of the Series concerned
    


 

	32.3	A resolution that in the opinion of the Note
      Trustee affects the Noteholders of more than one Series but does not give
      rise to a conflict of interest between the Noteholders of the different
      Series concerned shall be deemed to have been duty passed if passed at a
      single meeting of the Noteholders of the relevant Series provided that for
      the purposes of determining the votes a Noteholder is entitled to cast
      pursuant to paragraph 26, each Noteholder shall have one vote in respect
      of each U.S.$1,000 nominal amount of Notes held, converted, if such Notes
      are not denominated in U.S. dollars, in accordance with sub-Clause 11.13
      (Currency Conversion) 


 

	32.4	A resolution that in the opinion of
      the Note Trustee affects the Noteholders of more than one Series and gives
      or may give rise to a conflict of interest between the Noteholders of the
      different Series concerned shall be deemed to have been duly passed only
      if it shall be duly passed at separate meetings of the Noteholders of the
      relevant Series 


 

	32.5	To all such meetings as aforesaid all the
      preceding provisions of this Schedule shall mutatis mutandis apply
      as though references therein to Notes and to Noteholders were references
      to the Notes and Noteholders of the Series concerned. 


 

110







					
	This deed is delivered on the date stated at
      the beginning.	 	
		
	CENTRAL NETWORKS EAST PLC	 	
			
	By:	 	
      /s/
      John Crackett
	 	
			
	Director:	 		 	
			
	Director:	 		 	
		
	CENTRAL NETWORKS WEST PLC	 	
			
	By:	 	
      /s/
      John Crackett
	 	
			
	Director:	 		 	
			
	Director:	 		 	
		
	The Common Seal of	 	
	DEUTSCHE TRUSTEE COMPANY LIMITED	 	
	was affixed to this Deed	 	
	in the presence of:	 	
  
	Associate Director:	 
	
      /s/
      Mr. G M Thompson
	 
	Associate Director:	 
	
      /s/
      Mr. G M Thompson
	 


 

111