Exhibit 2.6  Dated 4 November 2003   REPSOL INTERNATIONAL FINANCE
B.V.  REPSOL YPF, S.A.  and  CITICORP TRUSTEE COMPANY
LIMITED  TRUST DEED (Amended and Restated)  relating to  REPSOL INTERNATIONAL FINANCE
B.V.  EURO
5,000,000,000 Guaranteed
Euro Medium Term Note Programme Due from one
month to 30 years from the date
of original issue Guaranteed by  REPSOL YPF, S.A.  arranged by  MERRILL LYNCH INTERNATIONAL     Ref: SFO/JALP  
   TABLE
OF CONTENTS  1
  Interpretation2
  Issue of Notes and
  Covenant to pay3
  Form of the Notes4
  Stamp Duties and Taxes5
  Guarantee and Indemnity6
  Application
  of moneys received by the Trustee7
  Enforcement8
  Proceedings9
  Covenants10
  Remuneration
  and Indemnification of the Trustee11
  Provisions
  supplemental to the Trustee Act 1925 and the Trustee Act 200012
  Trustee liable for negligence13
  Waiver and proof of default14
  Trustee
  not precluded from entering into contracts15
  Modification and
  Substitution16
  Appointment,
  Retirement and Removal of the Trustee17
  Notes
  held in Clearing Systems and Couponholders18
  Currency Indemnity19
  Communications20
  Governing Law and
  JurisdictionSchedule 1 Part A Form of Temporary
  Global NoteSchedule 1 Part B Form of Permanent
  Global NoteSchedule 2 Part A Form of Note  i 
   Schedule 2 Part B TERMS AND
  CONDITIONS OF THE NOTESSchedule 2 Part C Form of CouponSchedule 2 Part D Form of TalonSchedule 2 Part E Form of
  ReceiptSchedule 3 Provisions for Meetings of
  Noteholders  ii 
   This Trust Deed is made on 4
November 2003 between:  (1)REPSOL INTERNATIONAL FINANCE B.V. (the Issuer) and  (2)REPSOL YPF, S.A. (the Guarantor) and  (3)CITICORP TRUSTEE COMPANY LIMITED (the Trustee, which
expression, where the context so admits, includes any other trustee for the
time being of this Trust Deed).  (A)The Issuer proposes to issue from time to time euro medium term
notes guaranteed by the Guarantor 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.  (B)The Trustee has agreed to act as trustee of this Trust Deed on the
following terms and conditions.  (C)The Issuer, the Guarantor and the Trustee are party to a trust deed
dated 5 October 2001, as amended and restated on 21 October 2002  (together, the Original Trust Deed).  (D)This Trust Deed amends and restates the Original Trust Deed and is
effective in respect of all Notes issued pursuant to the Programme on or after
the date of this Trust Deed. This Trust Deed will not be effective in respect
of any Notes issued under the Programme prior to the date hereof and does not
affect the operation of the Original Trust Deed in relation to such Notes.  This deed witnesses and it is declared as follows:  1Interpretation  1.1Definitions: Terms defined in the Conditions have the same meanings herein.  In addition, in this Trust Deed:  Agency Agreement means the amended and
restated Agency Agreement relating to the Programme dated the date hereof
between the Issuer, the Guarantor, Citicorp Trustee Company Limited as Trustee,
Citibank, N.A. as initial Issuing and Paying Agent and the other agents
mentioned in it  Agents means the Issuing and Paying Agent,
the other Paying Agents, the Calculation Agent or any of them  Auditors means the auditors for the time
being of the Issuer and the Guarantor or, if they are unable or unwilling to
carry out any action requested of them under this Trust Deed, such other firm
of accountants as may be nominated or approved in writing by the Trustee for
the purpose  Authorised Officer means any person who
(i) is a Manager of the Guarantor or (ii) has been notified by the Guarantor in
writing to the Trustee as being duly authorised to sign documents and do other
acts and things on behalf of the Guarantor for the purposes of this Trust Deed.  Calculation Agent means any person named
as such in the Conditions or any Successor Calculation Agent  Clearstream, Luxembourg means Clearstream
Banking, société anonyme  1 
   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 as modified, with respect
to any Notes represented by a Global Note, by the provisions of such Global
Note, shall incorporate any additional provisions forming part of such terms
and conditions set out in the Pricing Supplement(s) 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 B
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 10, pounds sterling or such
other currency as may be agreed between the Issuer and the Trustee from time to
time  Coupons means the bearer coupons relating
to interest bearing 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 amended and
restated Dealer Agreement relating to the Programme dated today between the
Issuer, the Guarantor, Merrill Lynch International and the other dealers and
arrangers named in it  Definitive Note means a Note in definitive
form having, where appropriate, Coupons, Receipt(s) and/or a Talon attached on
issue and includes any replacement Note issued pursuant to the Conditions  Euroclear means Euroclear Bank S.A./N.V.,
as operator of the Euroclear System  Event of Default means an event described
in Condition 8 that, if so required by that Condition, has been certified by
the Trustee to be, in its opinion, materially prejudicial to the interests of
the Noteholders  Extraordinary Resolution has the meaning
set out in Schedule 3  Global Note means a temporary Global Note
and/or, as the context may require, a permanent Global Note  Guarantee means the guarantee and
indemnity of the Guarantor in Clause 5  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  Notes means the euro medium term notes to
be issued in bearer form by the Issuer pursuant to the Dealer Agreement,
guaranteed by the Guarantor, constituted by this Trust Deed and for the time
being outstanding or, as the context may require, a specific number of them,
and includes any replacement Note issued pursuant to the Conditions and any
temporary Global Note or permanent Global Note  outstanding means, in relation to the
Notes, all the Notes issued except (a) those that have been redeemed in
accordance with the Conditions, (b) 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 Trustee or to the Issuing and
Paying Agent as provided in  2 
   Clause
2 and remain available for payment against presentation and surrender of Notes,
Receipts and/or Coupons, as the case may be, (c) those that have become void or
in respect of which claims have become prescribed, (d) those that have been
purchased and cancelled as provided in the Conditions, (e) those mutilated or
defaced Notes that have been surrendered in exchange for replacement Notes, (f)
(for the purpose only of determining how many Notes are outstanding and without
prejudice to their status for any other purpose) those Notes alleged to have
been lost, stolen or destroyed and in respect of which replacement Notes have
been issued and (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 8 and 11 and Schedule 3, (3) the exercise of any discretion,
power or authority that the 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 Trustee as to whether a Potential 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
Issuer, the Guarantor or any of its Subsidiaries and not cancelled shall
(unless no longer so held) be deemed not to remain outstanding  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 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 Schedule 1 Part B  Potential Event of Default means an event
or circumstance that could with the giving of notice, lapse of time, issue of a
certificate and/or fulfilment of any other requirement provided for in
Condition 8 become an Event of Default  Pricing Supplement means, in relation to a
Tranche, a pricing supplement, supplemental to the offering circular relating
to the Programme, issued specifying the relevant issue details of such Tranche,
substantially in the form of Schedule C to the Dealer Agreement  Principal Subsidiary means, at any time, a
Subsidiary incorporated in a country; (a) the sovereign foreign currency debt
of which does not have either a Standard & Poors Rating Services, a
division of McGraw-Hill Companies Inc. or a Moodys Investors Services Limited
rating of less than A on the day the Event of Default occurs; and (b) which was
at 4 November 2003 a member of the Organisation for Economic Co-operation
and Development:  (i)(a) whose net profits before tax and extraordinary items
attributable to the Guarantor represent 10 per cent. or more of the
consolidated net profits before tax and extraordinary items of the Guarantor
and the Subsidiaries taken as a whole (the Group)
attributable to the shareholders of the Guarantor or (b) whose total assets
attributable to the Guarantor represent 10 per cent. or more of the
consolidated total assets of the Group attributable to the shareholders of the
Guarantor, in each case as calculated by reference to the then latest audited
financial statements of such Subsidiary (consolidated in the case of a
Subsidiary  3 
   which itself has Subsidiaries) and the then latest audited consolidated
financial statements of the Group; or  (ii)to which is transferred all or substantially all of the business,
undertaking or assets of another Subsidiary which immediately prior to such
transfer is a Principal Subsidiary, whereupon the transferor Subsidiary shall
immediately cease to be a Principal Subsidiary and the transferee Subsidiary
shall immediately become a Principal Subsidiary under this sub-paragraph (ii)  A
report by the Auditors, whether or not addressed to the Trustee, that in their
opinion a Subsidiary is or is not or was or was not at any particular time or
throughout any specified period a Principal Subsidiary shall, in the absence of
manifest error, be conclusive and binding on all parties.  Procedures Memorandum means administrative
procedures and guidelines relating to the settlement of issues of Notes (other
than Syndicated Issues) as shall be agreed upon from time to time by the
Issuer, the Guarantor, the Trustee, the Permanent Dealers (as defined in the
Dealer Agreement) and the Issuing and Paying Agent and which, at the date of
this Agreement, are set out in Schedule A 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  Receipts means the receipts for the
payment of instalments of principal in respect of 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  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  specified office means, in relation to a
Paying Agent, the office identified with its name at the end of the Conditions
or any other office approved by the Trustee and notified to Noteholders
pursuant to Clause 9.10  Subsidiary shall have the meaning
specified in Condition 3  Successor means, in relation to an Agent
such other or further person as may from time to time be appointed by the
Issuer and the Guarantor as such Agent with the written approval of, and on
terms approved in writing by, the Trustee and notice of whose appointment is
given to Noteholders pursuant to Clause 9.10  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 (TARGET) System or any
successor thereto  temporary Global Note means a Global Note
representing 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  4 
   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  this Trust Deed means this amended and
restated Trust Deed (as from time to time altered in accordance with this Trust
Deed) and any other document executed in accordance with this Trust Deed (as
from time to time so altered) and expressed to be supplemental to this Trust
Deed  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.  1.2Construction of Certain References: References to:  1.2.1costs, charges, remuneration or expenses include any value added,
turnover or similar tax charged in respect thereof and  1.2.2an 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.  1.3Headings: Headings shall be ignored in construing this Trust Deed.  1.4Contracts: References in this Trust Deed to any document are to any document
as amended, supplemented or replaced from time to time in relation to the
Programme and include any document that amends, supplements or replaces them.  1.5Schedules: The Schedules are part of this Trust Deed and have effect
accordingly.  1.6Alternative 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
Issuer, the Guarantor, the Trustee and the Issuing and Paying Agent.  1.7Contracts (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 Agreement except and to the extent (if any)
that this Trust Deed expressly provides for such Act to apply to any of its
terms  2Issue of Notes and
Covenant to pay  2.1Issue of Notes: The 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 accordance with
the Dealer Agreement. Before issuing any Tranche, the Issuer shall give written
notice or procure that it is given to the Trustee of the proposed issue of such
Tranche, specifying the details to be included in the relevant Pricing
Supplement. Upon the issue by the 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.  2.2Separate Series: The provisions of sub-Clauses 2.3, 2.4, 2.5 and 2.6 and of Clauses
3 to 18 and Schedule 3 (all inclusive) shall apply mutatis mutandis separately and  5 
   independently to the Notes of each Series and
in such Clauses and Schedule the expressions Noteholders, 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 and that, unless expressly provided, events affecting one
Series shall not affect any other.  2.3Covenant to Pay:The Issuer shall on any date when any Notes become due to be
redeemed, in whole or in part, unconditionally pay to or to the order of the
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 Trustee interest in respect of
the nominal amount of the Notes outstanding as set out in the Conditions
(subject to sub-Clause 2.6) provided that (1) payment of any sum due in respect
of the Notes made to the Issuing and Paying Agent 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 Trustee and notice to that effect has been
given to the Noteholders (if required under Clause 9.8), except to the extent
that there is failure in its subsequent payment to the relevant Noteholders or
Couponholders under the Conditions. This covenant shall only have effect each
time Notes are issued and outstanding, when the Trustee shall hold the benefit
of this covenant on trust for the Noteholders and Couponholders of the relevant
Series.  2.4Discharge:Subject to sub-Clause 2.5, any payment to be made in respect of the
Notes, Receipts or the Coupons by the Issuer, the Guarantor or the Trustee may
be made as provided in the Conditions and any payment so made shall (subject to
sub-Clause 2.5) to that extent be a good discharge to the Issuer, the Guarantor
or the Trustee, as the case may be.  2.5Payment after a Default: At any time after an Event of Default or a Potential Event of
Default has occurred the Trustee may:  2.5.1by notice in writing to the Issuer, the Guarantor and the Agents,
require the Agents, until notified by the Trustee to the contrary, so far as
permitted by applicable law:  (i)to act as agents of the Trustee under this Trust Deed and the Notes
on the terms of the Agency Agreement (with consequential amendments as
necessary and except that the Trustees liability for the indemnification,
remuneration and expenses of the Agents shall be limited to the amounts for the
time being held by the Trustee in respect of the Notes on the terms of this
Trust Deed) and thereafter to hold all Notes, Receipts, Coupons and Talons and
all moneys, documents and records held by them in respect of Notes, Receipts,
Coupons and Talons to the order of the Trustee or  6 
   (ii)to deliver all Notes, Receipts, Coupons and Talons and all moneys,
documents and records held by them in respect of the Notes, Receipts, Coupons
and Talons to the Trustee or as the Trustee directs in such notice and  2.5.2by notice in writing to the Issuer and the Guarantor require them to
make all subsequent payments in respect of the Notes, Receipts, Coupons and
Talons to or to the order of the Trustee and not to the Issuing and Paying
Agent.  2.6Rate of Interest After a Default: If the Notes bear interest at a floating or other variable rate and
they become immediately payable under the Conditions, the rate of interest
payable in respect of them shall continue to be calculated by the Calculation
Agent in accordance with the Conditions (with consequential amendments as
necessary) except that the rates of interest need not be published unless the
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 repayable.  3Form of the Notes  3.1The Global Notes: The Notes shall initially be represented by a temporary Global Note
or a permanent Global Note in the nominal amount of the Tranche being issued.
Interests in temporary Global Notes shall be exchangeable for Definitive Notes
or interests in permanent Global Notes as set out in each temporary Global
Note. Interests in permanent Global Notes shall be exchangeable for Definitive
Notes as set out in each permanent Global Note.  3.2The Definitive Notes: The Definitive Notes, Receipts, Coupons and Talons shall be
security printed in accordance with applicable legal and stock exchange
requirements substantially in the forms set out in Schedule 2. The Notes
shall be endorsed with the Conditions.  3.3Signature: The Notes, Receipts, Coupons and Talons shall be signed manually or
in facsimile by two Managing Directors of the Issuer and the Notes shall be
authenticated by or on behalf of the Issuing and Paying Agent. The Issuer may
use the facsimile signature of a person who at the date of this Trust Deed is
such a Managing Director even if at the time of issue of any Notes, Receipts,
Coupons or Talons he no longer holds that office. Notes, Receipts, Coupons and
Talons so executed and authenticated shall be binding and valid obligations of
the Issuer.  4Stamp Duties and Taxes  4.1Stamp Duties: The Issuer shall pay any stamp, issue, documentary or other taxes
and duties, including interest and penalties, payable in The Netherlands, the
Kingdom of Spain, Belgium, Luxembourg, the United Kingdom and the country of
each Contractual Currency in respect of the creation, issue and offering of the
Notes, Receipts, Coupons and Talons and the execution or delivery of this Trust
Deed. The Issuer shall also indemnify the Trustee, the Noteholders and the
Couponholders from and against all stamp, issue, documentary or other taxes
paid by any of them in any jurisdiction in connection with any action taken by
or on behalf of the Trustee or, as the case may be, the Noteholders or the
Couponholders to enforce the Issuers or the Guarantors obligations under this
Trust Deed or the Notes, Receipts, Coupons or Talons.  7 
   4.2Change of Taxing Jurisdiction: If the Issuer or the Guarantor 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 Netherlands (in
the case of the Issuer) or the Kingdom of Spain (in the case of the Guarantor)
or any such authority of or in such territory then the Issuer or, as the case
may be, the Guarantor shall (unless the Trustee otherwise agrees) give the
Trustee an undertaking satisfactory to the Trustee in terms corresponding to
the terms of Condition 7 with the substitution for, or (as the case may
require) the addition to, the references in that Condition to The Netherlands
or the Kingdom of Spain of references to that other or additional territory or
authority to whose taxing jurisdiction the Issuer or the Guarantor has become
so subject. In such event this Trust Deed and the Notes, Receipts, Coupons and
Talons shall be read accordingly.  5Guarantee and Indemnity  5.1Guarantee: The Guarantor unconditionally and irrevocably guarantees that if
the Issuer does not pay any sum payable by it under this Trust Deed, the Notes,
the Receipts or the Coupons by the time and on the date specified for such
payment (whether on the normal due date, on acceleration or otherwise), the
Guarantor shall pay that sum to or to the order of the Trustee, in the manner
provided in Clause 2.3 (or if in respect of sums due under Clause 10, in pounds
sterling in London in immediately available funds) before close of business on
that date in the city to which payment is so to be made. Clause 2.3.1 and 2.3.2
shall apply (with consequential amendments as necessary) to such payments other
than those in respect of sums due under Clause 10. All payments under the
Guarantee by the Guarantor shall be made subject to Condition 7 and sub-Clause
4.2.  5.2Guarantor as Principal Debtor: As between the Guarantor and the Trustee, the Noteholders and the
Couponholders but without affecting the Issuers obligations, the Guarantor
shall be liable under this Clause as if it were the sole principal debtor and
not merely a surety. Accordingly, it shall not be discharged, nor shall its
liability be affected, by anything that would not discharge it or affect its
liability if it were the sole principal debtor (including (1) any time,
indulgence, waiver or consent at any time given to the Issuer or any other
person, (2) any amendment to any other provisions of this Trust Deed or to the
Conditions or to any security or other guarantee or indemnity, (3) the making
or absence of any demand on the Issuer or any other person for payment, (4) the
enforcement or absence of enforcement of this Trust Deed, the Notes, the
Receipts or the Coupons or of any security or other guarantee or indemnity, (5)
the taking, existence or release of any security, guarantee or indemnity, (6)
the dissolution, amalgamation, reconstruction or reorganisation of the Issuer
or any other person or (7) the illegality, invalidity or unenforceability of or
any defect in any provision of this Trust Deed, the Notes, the Receipts or the
Coupons or any of the Issuers obligations under any of them).  5.3Guarantors Obligations
Continuing: The Guarantors obligations under this
Trust Deed are and shall remain in full force and effect by way of continuing
security until no sum remains payable under this Trust Deed, the Notes, the
Receipts or the Coupons. Furthermore, those obligations of the Guarantor are
additional to, and not instead of, any security or other guarantee or indemnity
at any time existing in favour of any person, whether from the Guarantor or
otherwise and may be enforced without first having recourse to the Issuer, any
other person, any security or any other guarantee or indemnity. The Guarantor
irrevocably waives all notices and demands of any kind.  8 
   5.4Exercise of Guarantors Rights: So long as any sum remains payable under this Trust Deed, the
Notes, the Receipts or the Coupons:  5.4.1any right of the Guarantor, by reason of the performance of any of
its obligations under this Clause, to be indemnified by the Issuer or to take
the benefit of or to enforce any security or other guarantee or indemnity shall
be exercised and enforced by the Guarantor only in such manner and on such
terms as the Trustee may require or approve and  5.4.2any amount received or recovered by the Guarantor (a) as a result of
any exercise of any such right or (b) in the dissolution, amalgamation, reconstruction
or reorganisation of the Issuer shall be held in trust for the Trustee and
immediately paid to the Trustee and the Trustee shall hold it on the trusts set
out in Clause 6.1.  5.5Suspense Accounts: Any amount received or recovered by the Trustee (otherwise than as
a result of a payment by the Issuer to the Trustee in accordance with Clause 2)
in respect of any sum payable by the Issuer under this Trust Deed, the Notes,
the Receipts or the Coupons may be placed in a suspense account and kept there
for so long as the Trustee thinks fit.  5.6Avoidance of Payments: The Guarantor shall on demand indemnify the Trustee, each
Noteholder and each Couponholder against any cost, loss, expense or liability
sustained or incurred by it as a result of it being required for any reason
(including any bankruptcy, insolvency, winding-up, dissolution, or similar law
of any jurisdiction) to refund all or part of any amount received or recovered
by it in respect of any sum payable by the Issuer under this Trust Deed, any
Note or the Receipts or Coupons relating to that Note and shall in any event
pay to it on demand the amount as refunded by it.  5.7Debts of Issuer: If any moneys become payable by the Guarantor under this Guarantee,
the Issuer shall not (except in the event of the liquidation of the Issuer) so
long as any such moneys remain unpaid, pay any moneys for the time being due
from the Issuer to the Guarantor.  5.8Indemnity: As separate, independent and alternative stipulations, the
Guarantor unconditionally and irrevocably agrees (1) that any sum that,
although expressed to be payable by the Issuer under this Trust Deed, the Notes
or the Receipts or Coupons, is for any reason (whether or not now existing and
whether or not now known or becoming known to the Issuer, the Guarantor, the
Trustee or any Noteholder or Couponholder) not recoverable from the Guarantor
on the basis of a guarantee shall nevertheless be recoverable from it as if it
were the sole principal debtor and shall be paid by it to the Trustee on demand
and (2) as a primary obligation to indemnify the Trustee, each Noteholder and
each Couponholder against any loss suffered by it as a result of any sum
expressed to be payable by the Issuer under this Trust Deed, the Notes or the
Receipts or Coupons not being paid on the date and otherwise in the manner
specified in this Trust Deed or any payment obligation of the Issuer under this
Trust Deed, the Notes, the Receipts or the Coupons being or becoming void,
voidable or unenforceable for any reason (whether or not now existing and
whether or not now known or becoming known to the Trustee, any Noteholder or
any Couponholder), the amount of that loss being the amount expressed to be
payable by the Issuer in respect of the relevant sum.  9 
   6Application of
moneys received by the Trustee  6.1Declaration of Trust: All moneys received by the 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 Issuer or the Guarantor, be held by the Trustee on trust
to apply them (subject to Clauses 5.5 and 6.2):  first, in payment of all costs, charges,
expenses and liabilities reasonably incurred by the Trustee (including
remuneration payable to it) in carrying out its functions under this Trust Deed  secondly, in payment of any amounts owing in
respect of the Notes, Receipts or Coupons pari passu and rateably and  thirdly, in payment of any balance to the
Issuer for itself or, if any moneys were received from the Guarantor and to the
extent of such moneys, the Guarantor.  If the 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 Trustee shall hold them on these trusts.  6.2Accumulation: If the amount of the moneys at any time available for payment in
respect of the Notes under sub-Clause 6.1 is less than 10 per cent. of the
nominal amount of the Notes then outstanding, the Trustee may, at its discretion,
invest such moneys. The Trustee may retain such investments and accumulate the
resulting income until the investments 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 6.1.  6.3Investment: Moneys held by the 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 Trustee may, in its absolute
discretion, think fit. If that bank or institution is the Trustee or a
Subsidiary, holding or associated company of the Trustee, it need only account
for an amount of interest equal to the largest amount of interest payable by it
on such a deposit to an independent customer. The 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 loss,
whether by depreciation in value, change in exchange rates or otherwise.  6.4Appropriation of Moneys: If, when the Trustee receives moneys under this Trust Deed, amounts
are also due but unpaid under another obligation owed by the Issuer or the
Guarantor for which it is Trustee (including other Series of Notes constituted
by this Trust Deed), the Trustee shall apportion such moneys rateably between
this trust and such other trust or trusts unless that other obligation is
subordinated to the Notes.  7Enforcement  7.1Proceedings brought by the
Trustee: At any time after the Notes of any Series
shall have become immediately due and repayable, the Trustee may at its
discretion and without further notice take such proceedings as it may think fit
against the Issuer to enforce repayment thereof together with premium (if any)
and accrued interest and any other  10 
   moneys payable pursuant to this Trust Deed
and may, in order to enforce the obligations of the Guarantor under this Trust
Deed, at its discretion and without further notice take such proceedings as it
may think fit against the Guarantor.  7.2Proof of default:Should the Trustee take legal proceedings against the Issuer or the
Guarantor (as the case may be) to enforce any of the provisions of this Trust
Deed:  7.2.1proof therein that as regards any specified Note the Issuer or the
Guarantor (as the case may be) 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 Issuer or the Guarantor (as the case
may be) has made the like default as regards all other Notes which are then due
and repayable and  7.2.2proof therein that as regards any specified Coupon the Issuer or the
Guarantor (as the case may be) has made default in paying any interest due in
respect of such Coupon shall (unless the contrary be proved) be sufficient
evidence that the Issuer or the Guarantor (as the case may be) has made the
like default as regards all other Coupons which are then due and payable.  7.3Calculation of rate of interest: The rate of interest payable in respect of any Notes bearing
interest at a floating rate in the event of such Notes having become
immediately due and repayable shall be calculated at the same intervals as the
rate of interest payable pursuant to the Conditions of such Notes, commencing
on the expiry of the interest period during which such Notes become immediately
due and repayable mutatis mutandis in accordance with the provisions of
Condition 4  except that no notices need
be published in respect thereof.  8Proceedings  8.1Action taken by Trustee: The Trustee shall not be bound to take any such proceedings as are
mentioned in Clause 7.1 unless respectively directed or requested to do so (i)
by an Extraordinary Resolution or (ii) in writing by the holders of at least
one-fifth in nominal amount of the Notes of the relevant Series then
outstanding and in either case then only if it shall be indemnified 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.  8.2Trustee only to enforce: Only the Trustee may enforce the provisions of this Trust Deed. No
holder shall be entitled to proceed directly against the Issuer or the
Guarantor to enforce the performance of any of the provisions of this Trust
Deed unless the Trustee having become bound as aforesaid to take proceedings
fails to do so within a reasonable period and such failure shall be continuing.  9Covenants  So
long as any Note is outstanding, the Issuer and the Guarantor shall each:  9.1Books of Account: keep, and, in the case of the Guarantor, procure that each of its
Subsidiaries keeps, proper books of account and, at any time after an Event of
Default or Potential Event of Default has occurred or if the Trustee reasonably
believes that such an event has occurred, so far as permitted by applicable
law, allow, and, in the case of the Guarantor, procure that each such
Subsidiary shall allow, the Trustee and anyone appointed by it to whom the
Issuer, the Guarantor and/or the relevant Subsidiary has no  11 
   reasonable
objection, access to its books of account at all reasonable times during normal
business hours  9.2Notice of Events of Default: notify the Trustee in writing immediately on becoming aware of the
occurrence of any Event of Default or Potential Event of Default  9.3Information:so far as permitted by applicable law, give the Trustee such
information as it reasonably requires to perform its functions  9.4Financial Statements etc.: send to the Trustee 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 3 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 the members or creditors (or any class of
them) of the Issuer or the Guarantor or any holding company thereof generally
in their capacity as such  9.5Certificate of
Directors/Authorised Officers: send to the 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 Trustee a
certificate of the Issuer or, as the case may be, the Guarantor signed, in the
case of the Issuer, by any 2 of its Directors or, in the case of the Guarantor,
by any 2 of its Authorised Officers that, having made all reasonable enquiries,
to the best of the knowledge, information and belief of the Issuer or, as the
case may be, the Guarantor as at a date (the Certification
Date) not more than 5 days before the date of the certificate no
Event of Default or Potential Event of Default had occurred since the
Certification Date of the last such certificate or (if none) the date of this
Trust Deed or, if such an event had occurred, giving details of it  9.6Notices to Noteholders: send to the Trustee the form of each notice to be given to
Noteholders and, once given, 2 copies of each such notice, such notice to be in
a form approved by the Trustee  9.7Further Acts: so far as permitted by applicable law, do such further things as
may be necessary in the opinion of the Trustee to give effect to this Trust
Deed  9.8Notice of Late Payment: forthwith upon request by the Trustee give notice to the
Noteholders of any unconditional payment to the Issuing and Paying Agent or the
Trustee of any sum due in respect of the Notes, the Receipts or Coupons made
after the due date for such payment  9.9Listing:if the Notes are so listed, use all reasonable endeavours to
maintain the listing of the Notes on the Luxembourg Stock Exchange but, if it
is unable to do so, having used such endeavours, or if the maintenance of such
listing is agreed by the Trustee to be unduly onerous and the Trustee is
satisfied that the interests of the Noteholders would not be thereby materially
prejudiced, instead use all reasonable endeavours to obtain and maintain a
listing of the Notes on another stock exchange chosen by the Issuer and
approved in writing by the Trustee  9.10Change 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 Trustees written approval  9.11Provision of Legal Opinions: procure the delivery of legal opinions addressed to the Trustee
dated the date of such delivery, in form and content acceptable to the Trustee:  12 
   9.11.1from Van Doorne and Loyens & Loeff as to the law of The
Netherlands, Ramón y Cajal Abogados and Análisis Asesoramiento e Información,
S.A. as to the laws of the Kingdom of Spain and Linklaters as to the laws of
England on the date of any amendment to this Trust Deed  9.11.2from legal advisers, reasonably acceptable to the Trustee as to such
law as may reasonably be requested by the 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 Trustee to conclude that it would be prudent,
having regard to such nature and features, to obtain such legal opinion(s) or
in the event that the Trustee considers it prudent in view of a change (or
proposed change) in (or in the interpretation or application of) any applicable
law, regulation or circumstance affecting the Issuer, the Guarantor, the
Trustee, the Notes, the Receipts, the Coupons, the Talons, this Trust Deed or
the Agency Agreement and  9.11.3on each occasion on which a legal opinion is given to any Dealer in
relation to any Notes or otherwise pursuant to the Dealer Agreement from the
legal adviser giving such opinion  9.12Notes Held by Issuer etc.: send to the Trustee as soon as practicable after being so requested
by the Trustee a certificate of the Issuer or, as the case may be, the
Guarantor signed by any two of its Directors or, in the case of the Guarantor,
any two of its Authorised Officers stating the number of Notes held at the date
of such certificate by or on behalf of the Issuer or, as the case may be, the
Guarantor or any Subsidiary  9.13Subsidiaries: give to the Trustee at the same time as sending the certificate
referred to in Clause 9.5 or within 28 days of a request by the Trustee, a
certificate signed by two Authorised Officers of the Guarantor listing those
Subsidiaries of the Guarantor which as at the last day of the last financial
year of the Guarantor or as at the date specified in such request were
Subsidiaries  9.14Principal Subsidiaries: give to the Trustee at the same time as sending the certificate
referred to in Clause 9.5 or within 28 days of a request by the Trustee, a
certificate by the Auditors listing those Subsidiaries which as at the last day
of the last financial year of the Guarantor or as at the date specified in such
request were Principal Subsidiaries.  10Remuneration and
Indemnification of the Trustee  10.1Normal Remuneration: So long as any Note is outstanding the Issuer shall pay the Trustee
as remuneration for its services as 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.  10.2Extra Remuneration:If an Event of Default or a Potential Event of Default shall have
occurred or if the Trustee finds it expedient or necessary or is requested by
the Issuer or the Guarantor to undertake duties that they both agree to be of
an exceptional nature or otherwise outside the scope of the Trustees normal
duties under this Trust Deed, the Issuer shall pay such additional remuneration
as they may agree 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), as determined
by an investment bank (acting as an expert) selected by the Trustee  13 
   and approved by the Issuer and the Guarantor
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 investment banks fee shall be paid by the Issuer. The determination of
such investment bank shall be conclusive and binding on the Issuer, the
Guarantor, the Trustee, the Noteholders and the Couponholders.  10.3Expenses: The Issuer shall also on demand by the Trustee pay or discharge all
costs, charges, liabilities and expenses properly incurred by the 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
Trustee in connection with any legal proceedings properly brought or
contemplated by the Trustee against the Issuer or the Guarantor to enforce any
provision of this Trust Deed, the Notes, the Receipts, the Coupons or the
Talons. Such costs, charges, liabilities and expenses shall:  10.3.1in the case of payments made by the Trustee before such demand (if
not paid within 5 days of such demand and the Trustee so requires), carry interest
from the date of the demand at the rate of 2 per cent. per annum over the base
rate of National Westminster Bank PLC on the date on which the Trustee made
such payments and  10.3.2in 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.  10.4Indemnity: The Issuer, failing whom, the Guarantor, will on demand by the
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 Trustee or any Agent/Delegate Liabilities).  The Issuer, failing whom, the Guarantor,
will on demand by such agent or delegate indemnify it against such
Agent/Delegate Liabilities.  Amounts or
Claims are losses, liabilities, costs, claims, actions, demands or
expenses and Agent/Delegate Liabilities
are Amounts or Claims which the Trustee is or would be obliged to pay or
reimburse to any of its agents or delegates appointed pursuant to this Trust
Deed.  The Contracts (Rights of Third
Parties) Act 1999 applies to this Clause 10.4.  10.5Continuing Effect: Sub-Clauses 10.3 and 10.4 shall continue in full force and effect
as regards the Trustee even if it no longer is Trustee.  11Provisions
supplemental to the Trustee Act 1925 and the
Trustee Act 2000  11.1Advice:The Trustee may act on the opinion or advice of, or information
obtained from, any expert and shall not be responsible to anyone for any loss
occasioned by so acting. Any such opinion, advice or information may be sent or
obtained by letter, telex or fax and the Trustee shall not be liable to anyone
for acting in good faith on any opinion, advice or information purporting to be
conveyed by such means even if it contains some error or is not authentic.  11.2Trustee to Assume Performance: The Trustee need not notify anyone of the execution of this Trust
Deed or do anything to find out if an Event of Default or Potential Event of
Default has occurred. Until it has actual knowledge or express notice to the
contrary, the Trustee may assume that no such event has occurred and that the
Issuer and the  14 
   Guarantor are
performing all their obligations under this Trust Deed, the Notes, the
Receipts, the Coupons and the Talons.  11.3Resolutions of Noteholders: The Trustee shall not be responsible for having acted in good faith
on a resolution purporting to have been passed at a meeting of Noteholders in
respect of which minutes have been made and signed even if it is later found
that there was a defect in the constitution of the meeting or the passing of
the resolution or that the resolution was not valid or binding on the
Noteholders or Couponholders.  11.4Certificate Signed by
Directors/Authorised Officers: If the 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, in the case of the Issuer, by any 2 of its Directors or, the case of
the Guarantor, by any 2 of its Authorised Officers as to that fact or to the
effect that, in their opinion, that act is expedient and the Trustee need not
call for further evidence and shall not be responsible for any loss occasioned
by acting on such a certificate.  11.5Deposit of Documents:  The 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 Trustee is not obliged to appoint a custodian of securities payable
to bearer.  11.6Discretion: The 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.  11.7Agents: Whenever it considers it expedient in the interests of the
Noteholders, the 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 Trustee (including the receipt and payment of
money).  11.8Delegation: Whenever it considers it expedient in the interests of the
Noteholders, the Trustee may delegate to any person on any terms (including power
to sub-delegate) all or any of its functions. The Trustee shall within a
reasonable time after such a delegation or any renewal, extension or
termination thereof give notice thereof to the Issuer.  11.9Nominees:  In relation to any asset
held by it under this Trust Deed, the Trustee may appoint any person to act as
its nominee on any terms.  11.10Forged Notes: The
Trustee shall not be liable to the Issuer or the Guarantor or any Noteholder or
Couponholder by reason of having accepted as valid or not having rejected any
Note, Receipt, Coupon or Talon purporting to be such and later found to be
forged or not authentic.  11.11Confidentiality:
Unless ordered to do so by a court of competent jurisdiction, the Trustee shall
not be required to disclose to any Noteholder or Couponholder any confidential
financial or other information made available to the Trustee by the Issuer or
the Guarantor.  11.12Determinations Conclusive:As between itself and the Noteholders and Couponholders, the 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  15 
   actually raised or implied in the acts or
proceedings of the Trustee, shall be conclusive and shall bind the Trustee, the
Noteholders and the Couponholders.  11.13Currency 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 Trustee in consultation with
the Issuer and the Guarantor, but having regard to current rates of exchange,
if available. Any rate, method and date so specified shall be binding on the
Issuer, the Guarantor, the Noteholders and the Couponholders.  11.14Events of Default: The Trustee may determine whether or not an Event of Default or
Potential 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 Issuer, the Guarantor, the
Noteholders and the Couponholders.  11.15Payment for and Delivery of Notes: The Trustee shall not be responsible for the receipt or application
by the 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.  11.16Notes Held by the Issuer etc.: In the absence of knowledge or express notice to the contrary, the
Trustee may assume without enquiry (other than requesting a certificate under
Clause 9.12) that no Notes are for the time being held by or on behalf of the
Issuer, the Guarantor or any Subsidiaries.  11.17Legal Opinions:
The 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.  11.18Programme Limit:
The Trustee shall not be concerned, and need not enquire, as to whether or not
any Notes are issued in breach of the Programme Limit.  11.19Responsibility for agents etc.: If the Trustee exercises
reasonable care in selecting any custodian, agent, delegate or nominee
appointed under this clause (an Appointee),
it will not have any obligation to supervise the Appointee or be responsible
for any loss, liability, cost, claim, action, demand or expense incurred by
reason of the Appointees misconduct or default or the misconduct or default of
any substitute appointed by the Appointee.  11.20Indemnity:
Nothing contained in this Trust Deed shall require the 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 rights, power, authority or discretion
hereunder if it has grounds for believing the repayment of funds or adequate
indemnity against, or security for, such risk or liability is not reasonably
assured to it.  The Contracts (Rights of
Third Parties) Act 1999 applies to this Clause 11.20.  12Trustee liable for
negligence  Section 1
of the Trustee Act 2000 shall not apply to any function of the Trustee provided
that if the Trustee fails to show the degree of care and diligence required of
it as trustee, having regard to the provisions of this Trust Deed conferring on
it any powers, authorities or discretions, nothing in this Trust Deed shall
relieve or indemnify it from or against any liability that would otherwise attach
to it in respect of any negligence, default, breach of duty or breach of trust
of which it may be guilty.  16 
   13Waiver and proof of default  13.1Waiver: The Trustee may, without the consent of the Noteholders or
Couponholders and without prejudice to its rights in respect of any subsequent
breach, 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 as seem expedient to it, any breach or proposed breach by the
Issuer or the Guarantor of this Trust Deed or the Conditions or determine that
an Event of Default or Potential Event of Default shall not be treated as such
provided that the Trustee shall not do so in contravention of an express
direction given by an Extraordinary Resolution or a request made pursuant to
Condition 8. 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 and the Couponholders and, if the Trustee
so requires, shall be notified to the Noteholders as soon as practicable.  13.2Proof of Default: Proof that the Issuer or the Guarantor has failed to pay a sum due
to the holder of any one Note, Receipt or Coupon shall (unless the contrary be
proved) be sufficient evidence that it has made the same default as regards all
other Notes, Receipts or Coupons that are then payable.  14Trustee not
precluded from entering into contracts  The
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 Issuer, the Guarantor 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 Trustee were not acting as Trustee and need not account for any
profit.  15Modification and
Substitution  15.1Modification:The Trustee may agree without the consent of the Noteholders or
Couponholders to any modification to this Trust Deed which is, in the opinion
of the Trustee, of a formal, minor or technical nature or to correct a manifest
error. The Trustee may also so agree to any modification to this Trust Deed
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.  15.2Substitution:  15.2.1The Trustee may, without the consent of the Noteholders or
Couponholders, agree to the substitution of the Issuers successor in business
or any Subsidiary (the Substituted Obligor)
in place of the 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 and the Trustee may, without the consent of the
Noteholders or Couponholders, agree to the substitution of the Guarantors
successor in business or any Subsidiary (also a Substituted Obligor) in place of the Guarantor (or any
previous substitute under this sub-Clause) as the guarantor under this Trust
Deed, the Notes, the Receipts, the Coupons and the Talons, in the case of the
proposed substitution of any Subsidiary in place of the Issuer or the Guarantor
(as the case may be), provided that such change would not in the  17 
   opinion
of the Trustee be materially prejudicial to the interests of the Noteholders,
and further provided in each case that:  (i)a deed is executed or undertaking given by the Substituted Obligor
to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be
bound by this Trust Deed, the Notes, the Receipts, the Coupons and the Talons
(with consequential amendments as the Trustee may deem appropriate) as if the
Substituted Obligor had been named in this Trust Deed, the Notes, the Receipts,
the Coupons and the Talons as the principal debtor in place of the Issuer or as
the guarantor in place of the Guarantor as the case may be  (ii)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 Issuer is subject generally (the Issuers Territory) or to which the
Guarantor is subject generally (the Guarantors
Territory), the Substituted Obligor shall (unless the Trustee
otherwise agrees) give to the Trustee an undertaking satisfactory to the
Trustee in terms corresponding to Condition 7 with the substitution for the
references in that Condition to the Issuers Territory or the Guarantors
Territory as the case may be of references to the Substituted Territory
whereupon the Trust Deed, the Notes, the Receipts, the Coupons and the Talons
shall be read accordingly  (iii)if any two Directors of the Substituted Obligor certify that it will
be solvent immediately after such substitution, the Trustee need not have
regard to the Substituted Obligors financial condition, profits or prospects
or compare them with those of the Issuer or the Guarantor  (iv)the Issuer, the Guarantor and the Substituted Obligor comply with
such other requirements as the Trustee may direct in the interests of the
Noteholders and  (v)(unless the Issuers successor in business or where relevant, the
Guarantor or its 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 Guarantor in the same terms
(with consequential amendments as necessary) as the Guarantee to the Trustees
satisfaction.  15.2.2Change of Governing Law:  In the event of a
substitution pursuant to Clause 15.2 the Trustee may agree, without the consent
of the Noteholders or 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 Trustee be materially
prejudicial to the interests of the Noteholders.  15.2.3Release of Substituted Issuer: An agreement by the Trustee pursuant to sub-Clause 15.2 shall, if
so expressed, release the 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.  18 
   15.2.4Completion of Substitution: On completion of the formalities set out in sub-Clause 15.2, the
Substituted Obligor shall be deemed to be named in this Trust Deed, the Notes,
the Receipts, the Coupons and the Talons as the principal debtor in place of
the Issuer (or of any previous substitute) or as guarantor in place of the
Guarantor (or of any previous substitute) as the case may be, and this Trust
Deed, the Notes, the Receipts, the Coupons and the Talons shall be deemed to be
amended as necessary to give effect to the substitution.  16Appointment,
Retirement and Removal of the Trustee  16.1Appointment: The 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 Trustee and may be the sole Trustee.
Any appointment of a new Trustee shall be notified by the Issuer to the
Noteholders as soon as practicable.  16.2Retirement and Removal: Any Trustee may retire at any time on giving at least 3 months
written notice to the Issuer and the Guarantor without giving any reason or
being responsible for any costs occasioned by such retirement and the
Noteholders may by Extraordinary Resolution remove any Trustee provided that
the retirement or removal of a sole trust corporation shall not be effective
until a trust corporation is appointed as successor Trustee. If a sole trust
corporation gives notice of retirement or an Extraordinary Resolution is passed
for its removal, the Issuer and/or the Guarantor shall use all reasonable
endeavours to procure that another trust corporation be appointed as Trustee as
soon as reasonably practicable thereafter.  16.3Co-Trustees: The Trustee may, despite sub-Clause 16.1, by written notice to the
Issuer and the Guarantor appoint anyone to act as an additional Trustee jointly
with the Trustee:  16.3.1if the Trustee considers the appointment to be in the interests of
the Noteholders and/or the Couponholders  16.3.2to conform with a legal requirement, restriction or condition in a
jurisdiction in which a particular act is to be performed or  16.3.3to 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 Trustee may confer on any person so appointed such functions as it thinks
fit. The Trustee may by written notice to the Issuer, the Guarantor and that
person remove that person. At the Trustees request, the Issuer and the
Guarantor shall forthwith do all things as may be required to perfect such
appointment or removal and it each of them irrevocably appoints the Trustee as
its attorney in its name and on its behalf to do so.  16.4Competence of a Majority of
Trustees: If there are more than 2 Trustees the
majority of them shall be competent to perform the Trustees functions provided
the majority includes a trust corporation.  17Notes held in
Clearing Systems and Couponholders  17.1Notes Held in Clearing Systems: So long as any Global Note is held on behalf of a clearing system,
in considering the interests of Noteholders, the 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  19 
   any such Global Note and may consider such
interests on the basis that such accountholders or participants were the
holder(s) thereof.  17.2Couponholders: 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 Trustee shall assume that the holder of
each Note is the holder of all Receipts, Coupons and Talons relating to it.  18Currency Indemnity  18.1Currency of Account and Payment: The Contractual Currency is the sole currency of account and
payment for all sums payable by the Issuer or the Guarantor under or in
connection with this Trust Deed, the Notes, the Receipts and the Coupons,
including damages.  18.2Extent 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 winding-up or
dissolution of the Issuer or the Guarantor or otherwise), by the Trustee or any
Noteholder or Couponholder in respect of any sum expressed to be due to it from
the Issuer or Guarantor shall only discharge the Issuer and Guarantor 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).  18.3Indemnity: 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, the Issuer or, failing whom, the Guarantor
shall indemnify it against any loss sustained by it as a result. In any event,
the Issuer or, failing whom, the Guarantor shall indemnify the recipient
against the cost of making any such purchase.  18.4Indemnity Separate: The indemnities in this Clause 18 and in sub-Clause 10.4 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 Trustee and/or any
Noteholder 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.  19Communications  19.1Method: Each communication under this Trust Deed shall be made by telex,
fax 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 telex, fax
number or 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 telephone number, telex number, fax number,
address and person so designated by the parties under this Trust Deed are set
out in the Procedures Memorandum.  19.2Deemed Receipt:Any communication from any party to any other under this Trust Deed
shall be effective, (if by telex) when a confirmed answerback is received at
the end of the  20 
   transmission, (if by fax) when good receipt
is confirmed by the recipient following enquiry by the sender and (if in
writing) when delivered, except that a communication received outside normal
business hours shall be deemed to be received on the next business day in the
city in which the recipient is located.  20Governing Law and Jurisdiction  20.1Governing Law: This Trust Deed shall be governed by and construed in accordance
with English law.  20.2Jurisdiction: 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 Issuer and the Guarantor each irrevocably
submits to the jurisdiction of such courts and waives 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. These submissions are
for the benefit of each of the Trustee, the Noteholders 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).  20.3Service of Process: Each of the Issuer and the Guarantor irrevocably appoints
Leadenhall Secretaries Limited of Ibex House, 42-47 Minories, London EC3N 1HA
to receive, for it and on its behalf, service of process in any Proceedings in
England. Such service shall be deemed completed on delivery to such process
agent (whether or not it is forwarded to and received by the Issuer or the Guarantor).
If for any reason such process agent ceases to be able to act as such or no
longer has an address in England each of the Issuer and the Guarantor
irrevocably agrees to appoint a substitute process agent acceptable to the
Trustee and shall immediately notify the Trustee of such appointment. Nothing
shall affect the right to serve process in any other manner permitted by law.  21 
   Schedule 1
Part A
Form of Temporary Global Note   REPSOL INTERNATIONAL
FINANCE B.V.
(A private company with limited liability incorporated under the laws of The
Netherlands
and having its statutory seat in The Hague)
GUARANTEED EURO MEDIUM TERM NOTE PROGRAMME
guaranteed by
REPSOL YPF, S.A.
(A sociedad anónima organised under the laws of the Kingdom of Spain)  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 the Second Schedule hereto of Repsol International Finance B.V. (the Issuer) and guaranteed by Repsol YPF, S.A.
(the Guarantor).  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 to an amended and restated trust deed (as
amended or supplemented as at the Issue Date, the Trust Deed) dated 4 November 2003 between the Issuer,
the Guarantor and Citicorp 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 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, as the case may be, 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  22 
   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 such aggregate nominal amount of 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.  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 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
to the Agency Agreement to the effect that it has received a certificate or
certificates substantially to the effect set out in Schedule 3 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 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 in accordance with applicable
legal and stock exchange requirements 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 I of the First
Schedule hereto, whereupon the nominal amount hereof shall be reduced for
all purposes by the amount so exchanged and endorsed.  23 
   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, as the case may be, 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, 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).  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  24 
   require, notices shall also be published 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 and the Guarantor to pay the principal and premium of and interest
on the Notes when due in accordance with the Conditions and the Guarantee.  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 shall be governed by and construed in accordance with
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.  REPSOL INTERNATIONAL FINANCE B.V.  By:  By:  CERTIFICATE OF AUTHENTICATION  This
temporary Global Note is authenticated without recourse, warranty or liability  by
or on behalf of the Issuing and Paying Agent.  CITIBANK, N.A.  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.  25 
   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
  decrease in
  nominal amount
  of this
  temporary
  Global Note
  
  Reason
  for
  decrease in
  nominal amount of
  this temporary
  Global Note
  (exchange,
  cancellation or
  forfeiture)
  
  Nominal
  amount
  of this
  temporary
  Global Note on
  issue or
  following such
  decrease
  
  Notation
  made
  by or on behalf
  of the Issuing
  and Paying
  AgentIssue Date
  
  not applicable
  
  not applicable  26 
   The Second Schedule  [Insert
the provisions of the relevant Pricing Supplement that relate to the Conditions
or the Global Notes as the Second Schedule]  27 
   Schedule
1
Part B
Form of Permanent Global Note  REPSOL INTERNATIONAL FINANCE B.V.
(A private company with limited liability incorporated under the laws of The
Netherlands
and having its statutory seat in The Hague)
GUARANTEED EURO MEDIUM TERM NOTE PROGRAMME
guaranteed by
REPSOL YPF, S.A.
(A sociedad anónima organised under the laws of the Kingdom of Spain)  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 the Third
Schedule hereto of Repsol International Finance B.V. (the Issuer) and guaranteed by Repsol YPF, S.A.
(the Guarantor).  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 to an amended and restated trust deed (as amended
or supplemented as at the Issue Date, the Trust
Deed) dated 4 November 2003 between the Issuer, the Guarantor and
Citicorp 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 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  28 
   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 such aggregate
nominal amount of 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.  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:  1by the Issuer giving notice to the Issuing and Paying Agent, the
Trustee and the Noteholders of its intention to effect such exchange  2if the Third Schedule hereto provides that this permanent Global
Note is exchangeable for Definitive Notes at the request of the holder, by such
holder giving notice to the Issuing and Paying Agent of its election for such
exchange  3otherwise, 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, or in the case of its failure to pay principal in respect of any
Notes when due 30 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 pursuant to 3 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 Party 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 in accordance with applicable legal and stock exchange
requirements and substantially in the form set out in Schedule 2 to the Trust
Deed as supplemented and/or modified and/or superseded by the terms of the
Third Schedule hereto.  29 
   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
or 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. 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.  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  The holder of
this permanent Global Note shall (unless this permanent Global Note represents
only one Note) be treated as one person 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 nominal amount of Notes equal to the minimum
Specified Denomination of the Notes for which this permanent Global Note may be
exchanged.  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,  30 
   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, the Guarantor or any of its Subsidiaries 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 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 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:  4is 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  5the 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  31 
   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  6payment 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 and the Guarantor to pay the principal and premium of and interest on
the Notes when due in accordance with the Conditions and the Guarantee.  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 shall be governed by and construed in accordance with 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.  REPSOL
INTERNATIONAL FINANCE B.V.  By:  By:   CERTIFICATE
OF AUTHENTICATION  This permanent
Global Note is authenticated without recourse, warranty or liability  by or on
behalf of the Issuing and Paying Agent.  CITIBANK,
N.A.  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.  32 
   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  33 
   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 payment
  
  Date
  of payment
  
  Amount
  of interest
  
  Notation
  made by or
  on behalf of the
  Issuing and Paying
  Agent  34 
   The Third
Schedule  [Insert the
provisions of the relevant Pricing Supplement that relate to the Conditions or
the Global Notes as the Third Schedule.]  35 
   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  36 
   Schedule
2
Part A
Form of Note  On the front:  [Denomination]
  [ISIN]
  [Series]
  [Certif.
  No.]   REPSOL INTERNATIONAL FINANCE B.V.
(A private company with limited liability incorporated under the laws of The
Netherlands
and having its statutory seat in The Hague)  GUARANTEED EURO MEDIUM TERM NOTE
PROGRAMME  guaranteed by
REPSOL YPF, S.A.
(A sociedad anónima organised under the laws of the Kingdom of Spain)  Series No. []  [Title of issue]  This Note
forms one of the Series of Notes referred to above (the Notes) of Repsol International Finance
B.V. (the Issuer) guaranteed by
Repsol YPF, S.A. (the Guarantor)
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.  REPSOL
INTERNATIONAL FINANCE B.V.  By:  Managing
Director  37 
   By:  Managing
Director   CERTIFICATE OF
AUTHENTICATION  This Note is
authenticated without recourse, warranty or liability  by or on
behalf of the Issuing and Paying Agent.  CITIBANK,
N.A.  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 
   On the back:  Terms and Conditions of the Notes  [The Terms and
Conditions that are set out in Schedule 2 Part B to the Trust Deed as amended
by and incorporating any additional provisions forming part of such Terms and
Conditions and set out in the relevant Pricing Supplement shall be set out
here.]   ISSUING AND PAYING AGENT  CITIBANK, N.A.  P.O. Box 18055  5 Carmelite Street  London EC4Y 0PA   PAYING AGENT  DEXIA Banque Internationale à
Luxembourg S.A.  69 route d Esch  L-2953 Luxembourg  39 
   Schedule
2
Part B
TERMS AND CONDITIONS OF THE NOTES  The Notes are
constituted by an amended and restated trust deed (as amended or supplemented
as at the date of issue of the Notes (the Issue
Date), the Trust Deed)
dated 4 November 2003 between the Issuer, the Guarantor, and Citicorp Trustee
Company Limited (the 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). These terms and conditions include summaries of, and are subject to,
the detailed provisions of the Trust Deed, which includes the form of the
Notes, Receipts, Coupons and Talons referred to below. An amended and restated
agency agreement (as amended or supplemented as at the Issue Date, the Agency Agreement) dated 4 November 2003
has been entered into in relation to the Notes between the Issuer, the
Guarantor, the Trustee, Citibank, N.A. as initial issuing and paying agent and
the other agents named in it. The issuing and paying agent, the paying agents
and the calculation agent(s) for the time being (if any) are referred to below
respectively as the Issuing and Paying Agent,
the Paying Agents (which
expression shall include the Issuing and Paying Agent), 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 Trustee (presently at Agency
& Trust, 14th Floor, Citigroup Centre, Canada Square, Canary
Wharf, London E14 5LB) and at the specified offices of the Paying Agents.  The Noteholders,
the holders of the interest coupons (the Coupons)
relating to interest bearing Notes 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 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.  1Form, Denomination and Title  The Notes are
issued in bearer form (Notes) in
each case in the Specified Denomination(s) shown hereon.  This 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 or a Partly Paid Note, a combination of any of the foregoing or
any other kind of Note, depending upon the Interest and Redemption/Payment
Basis shown hereon.  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.  Title to the
Notes and the Receipts, Coupons and Talons shall pass by delivery. The holder
(as defined below) of any Note, Receipt, Coupon or Talon shall (except as
otherwise required by law) 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 any interest in it, any writing on it or its
theft or loss) and no person shall be liable for so treating the holder.  40 
   In these
Conditions, Noteholder means the
bearer of any Note and the Receipts relating to it, holder (in relation to a Note, Receipt, Coupon or Talon)
means the bearer of any Note, Receipt, Coupon or Talon and capitalised terms
have the meanings given to them hereon, the absence of any such meaning
indicating that such term is not applicable to the Notes.  2Guarantee and Status  (a)Guarantee: The
Guarantor has unconditionally and irrevocably guaranteed the due payment of all
sums expressed to be payable by the Issuer under the Trust Deed, the Notes,
Receipts and Coupons. Its obligations in that respect (the Guarantee) are
contained in the Trust Deed.  (b)Status: The
Notes and the Receipts and Coupons relating to them constitute (subject to
Condition 3) unsecured and unsubordinated obligations of the Issuer and shall
at all times rank pari passu and without any preference among themselves. The
payment obligations of the Issuer under the Notes and the Receipts and Coupons
relating to them and of the Guarantor under the Guarantee shall, save for such
exceptions as may be provided by the laws of bankruptcy and other laws
affecting the rights of creditors generally and subject to Condition 3, at all
times rank at least equally with all their respective other present and future
unsecured and unsubordinated obligations except, in the case of the Guarantor,
for obligations which have been notarised or intervened before a fedatario publico.  3Negative Pledge  So long as any
of the Notes, Receipts or Coupons remain outstanding (as defined in the Trust
Deed), each of the Issuer and the Guarantor undertakes that it will not and the
Guarantor will procure that no Subsidiary will create or have outstanding any
mortgage, charge, pledge, lien or other security interest (each a Security Interest) upon the whole or any
part of its undertaking, assets or revenues (including any uncalled capital),
present or future, in order to secure any Relevant Indebtedness (as defined
below) or to secure any guarantee of or indemnity in respect of any Relevant
Indebtedness unless (a) all amounts payable by the Issuer and/or the Guarantor under
the Notes, the Receipts, the Coupons and the Trust Deed are equally and
rateably secured therewith by such Security Interest to the satisfaction of the
Trustee or (b) such other Security Interest or other arrangement (whether or
not it includes the giving of a Security Interest) is provided either (A) as
the Trustee shall in its absolute discretion deem not materially less
beneficial to the interests of the Noteholders or (B) as shall be approved by
an Extraordinary Resolution (as defined in the Trust Deed) of the Noteholders.  For the
purposes of these Conditions:  Relevant Indebtedness means any obligation
in respect of present or future indebtedness in the form of, or represented or
evidenced by, bonds, debentures, notes or other securities which are, or are
intended to be (with the consent of the Issuer), quoted, listed, dealt in or
traded on any stock exchange or over-the-counter market other than such
indebtedness which by its terms will mature within a period of one year from
its date of issue; and  Subsidiary means any entity of which the
Guarantor has control and control for the purpose of this definition means
the beneficial ownership whether direct or indirect of the majority of the
issued share capital or the right to direct the management and policies of such
entity, whether by the ownership of share capital, contract or otherwise. A
certificate  41 
   by any two
authorised officers of the Guarantor listing the entities that are Subsidiaries
at any time shall, in the absence of manifest error, be conclusive and binding
on all parties.  4Interest and other Calculations  (a)Interest on Fixed Rate Notes: Each Fixed Rate Note bears interest on its outstanding principal
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.  If a Fixed Coupon Amount or a Broken Amount
is specified hereon, the amount of interest payable on each Interest Payment
Date will amount to the Fixed Coupon Amount or, if applicable, the Broken
Amount so specified and in the case of the Broken Amount will be payable on the
particular Interest Payment Date(s) specified hereon.  (b)Interest on Floating Rate Notes and Index
Linked Interest Notes:  (i)Interest Payment Dates: Each Floating Rate Note and Index Linked Interest Note bears
interest on its outstanding principal 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.
Such Interest Payment Date(s) is/are either shown hereon as Specified Interest
Payment Dates or, if no Specified Interest Payment Date(s) is/are shown hereon,
Interest Payment Date shall mean each date which falls the number of months or
other period shown hereon as the Specified 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 month 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 hereon and
the provisions below relating to either ISDA Determination or Screen Rate
Determination shall apply, depending upon which is specified hereon.  42 
   (A)ISDA Determination for Floating Rate Notes  Where ISDA Determination is specified hereon
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 plus or minus (as
indicated hereon) the Margin (if any). 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 hereon  (y)the Designated Maturity is a period specified hereon and  (z)the relevant Reset Date is the first day of that Interest Accrual
Period unless otherwise specified hereon.  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  Where Screen Rate Determination is specified
hereon 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 at or about the Relevant Time on the Interest Determination
Date in respect of such Interest Accrual Period in accordance with the
following:  (x)if the Primary Source for Floating Rate is a Page, subject as
provided below, the Rate of Interest shall be:  (I)the Relevant Rate (where such Relevant Rate on such Page is a
composite quotation or is customarily supplied by one entity) or  (II)the arithmetic mean of the Relevant Rates of the persons whose
Relevant Rates appear on that Page,  in each case appearing on such Page at the
Relevant Time on the Interest Determination Date  (y)if the Primary Source for the Floating Rate is Reference Banks or if
sub-paragraph (x)(I) applies and no Relevant Rate appears on the Page at the
Relevant Time on the Interest Determination Date or if sub-paragraph (x)(II)
above applies and fewer than two Relevant Rates appear on the Page at the
Relevant Time on the Interest Determination Date, subject as provided below,
the Rate of Interest shall be the arithmetic mean of the Relevant Rates that
each of  43 
   the Reference Banks is quoting to leading
banks in the Relevant Financial Centre at the Relevant Time on the Interest
Determination Date, 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 so quoting Relevant Rates, subject as
provided below, the Rate of Interest shall be the arithmetic mean of the rates
per annum (expressed as a percentage) that the Calculation Agent determines to
be the rates (being the nearest equivalent to the Benchmark) in respect of a
Representative Amount of the Specified Currency that at least two out of five
leading banks selected by the Calculation Agent in the principal financial
centre of the country of the Specified Currency or, if the Specified Currency
is euro, in the Euro-zone as selected by the Calculation Agent (the Principal Financial Centre) are quoting at
or about the Relevant Time on the date on which such banks would customarily
quote such rates for a period commencing on the Effective Date for a period
equivalent to the Specified Duration (I) to leading banks carrying on business
in Europe, or (if the Calculation Agent determines that fewer than two of such
banks are so quoting to leading banks in Europe) (II) to leading banks carrying
on business in the Principal Financial Centre; except that, if fewer than two
of such banks are so quoting to leading banks in the Principal Financial
Centre, the Rate of Interest shall be the Rate of Interest determined on the previous
Interest Determination Date (after readjustment for any difference between any
Margin, Rate Multiplier or Maximum or Minimum Rate of Interest applicable to
the preceding Interest Accrual Period and to the relevant 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 hereon and interest will accrue by reference to an Index
or Formula as specified hereon.  (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
5(b)(i)).  (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 the Rate of Exchange, the rate or amount of interest payable
shall be determined in the manner specified hereon.  44 
   (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
principal amount of such Notes and otherwise as specified hereon.  (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 (as well after as
before judgment) at the Rate of Interest in the manner provided in this
Condition 4 to the Relevant Date (as defined in Condition 7).  (g)Margin, Maximum/Minimum Rates of Interest,
Instalment Amounts and Redemption Amounts, Rate Multipliers and Rounding:  (i)If any Margin or Rate Multiplier is specified hereon (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 4(b) above by adding (if a
positive number) or subtracting (if a negative number) the absolute value of
such Margin or multiplying by such Rate Multiplier, subject always to the next
paragraph.  (ii)If any Maximum or Minimum Rate of Interest, Instalment Amount or
Redemption Amount is specified hereon, 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 country or countries (as appropriate) of such
currency.  (h)Calculations:
The amount of interest payable in respect of any Note for any period shall be
calculated by multiplying the product of the Rate of Interest and the
outstanding principal amount of such Note by the Day Count Fraction, unless an
Interest Amount (or a formula for its calculation) is specified in respect of
such period, in which case the amount of interest payable in respect of such
Note for such 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 in respect of such
Interest Period shall be the sum of the amounts of interest payable in respect
of each of those Interest Accrual Periods.  (i)Determination and Publication of Rates of
Interest, Interest Amounts, Final Redemption Amounts, Early Redemption Amounts,
Optional Redemption Amounts and Instalment Amounts:
As soon as practicable after the Relevant Time on each Interest Determination
Date or such other time on such date as the  45 
   Calculation
Agent may be required to calculate any rate or amount, obtain any quotation or
make any determination or calculation, it shall determine such rate and
calculate the Interest Amounts in respect of each Specified Denomination of the
Notes for the relevant Interest Accrual Period, calculate the Final Redemption
Amount, Early Redemption Amount, Optional Redemption Amount or Instalment
Amount, obtain such quotation or make such determination or calculation, as the
case may be, and cause the Rate of Interest and the Interest Amounts for each
Interest Period and 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 Trustee, the
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 or other relevant authority 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 4(b)(ii), the Interest Amounts and
the Interest Payment Date so published may subsequently be amended (or
appropriate alternative arrangements made with the consent of the Trustee by
way of adjustment) without notice in the event of an extension or shortening of
the Interest Period. If the Notes become due and payable under Condition 8, the
accrued interest and the Rate of Interest payable in respect of the Notes shall
nevertheless continue to be calculated as previously in accordance with this
Condition but no publication of the Rate of Interest or the Interest Amount so
calculated need be made unless the Trustee otherwise requires. 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 Trustee: If the Calculation Agent does not at any time for any reason
determine or calculate the Rate of Interest for an Interest Period or any
Interest Amount, Instalment Amount, Final Redemption Amount, Early Redemption
Amount or Optional Redemption Amount, the Trustee shall do so (or shall appoint
an agent on 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 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  46 
   (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 Additional 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 Additional
Business Centre(s) or, if no currency is indicated, generally in each of the
Additional Business Centres.  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, the Calculation Period):  (i)if Actual/365 or Actual/Actual  - ISDA is specified hereon, 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 hereon, the actual number of days in the Calculation Period
divided by 365  (iii)if Actual/365 (Sterling)
is specified hereon, the actual number of days in the Calculation Period
divided by 365 or, in the case of an Interest Payment Date falling in a leap
year, 366  (iv)if Actual/360 is
specified hereon, the actual number of days in the Calculation Period divided
by 360  (v)if 30/360, 360/360 or Bond Basis is specified hereon, the number of days in the
Calculation Period divided by 360 (the number of days to be calculated on the
basis of a year of 360 days with 12 30-day months (unless (a) the last day of
the Calculation Period is the 31st day of a month but the first day of the
Calculation Period is a day other than the 30th or 31st day of a month, in
which case the month that includes that last day shall not be considered to be
shortened to a 30-day month, or (b) the last day of the Calculation Period is
the last day of the month of February, in which case the month of February
shall not be considered to be lengthened to a 30-day month))  (vi)if 30E/360 or Eurobond Basis is specified hereon, the
number of days in the Calculation Period divided by 360 (the number of days to
be calculated on the basis of a year of 360 days with 12 30-day months, without
regard to the date of the first day or last day of the Calculation Period
unless, in the case of a Calculation Period ending on the Maturity Date, the
Maturity Date is the last day of the month of February, in which case the month
of February shall not be considered to be lengthened to a 30-day month) and  (vii)if Actual/Actual-ISMA
is specified hereon,  47 
   (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  (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  Determination
Date means the date specified as such hereon or, if none is so
specified, the Interest Payment Date.  Effective
Date means, with respect to any Floating Rate to be determined on
an Interest Determination Date, the date specified as such hereon or, if none
is so specified, the first day of the Interest Accrual Period to which such
Interest Determination Date relates.  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 from time to time.  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 the amount of interest payable, and in the case of
Fixed Rate Notes, means the Fixed Coupon Amount or Broken Amount, as the case
may be and in the case of Index Linked Interest Notes, includes the Coupon.  Interest
Commencement Date means the Issue Date or such other date as may be
specified hereon.  Interest
Determination Date means, with respect to a Rate of Interest and
Interest Accrual Period, the date specified as such hereon 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  48 
   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 hereon.  ISDA
Definitions means the 2000 ISDA Definitions, as published by the
International Swaps and Derivatives Association, Inc., and as amended and
updated as at the issue date of the first Tranche of the relevant Series of
Notes, unless otherwise specified hereon.  Page
means such page, section, caption, column or other part of a particular
information service (including, but not limited to, Reuters Markets 3000 (Reuters) and Moneyline/Telerate
(Moneyline/Telerate)) as may be
specified for the purpose of providing a Relevant Rate, or such other page,
section, caption, column or other part as may replace it on that information
service or on such other information service, in each case as may be nominated
by the person or organisation providing or sponsoring the information appearing
there for the purpose of displaying rates or prices comparable to that Relevant
Rate.  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 hereon.  Reference
Banks means the institutions specified as such hereon or, if none,
four major banks selected by the Calculation Agent in the interbank market (or,
if appropriate, money, swap or over-the-counter index options market) that is
most closely connected with the Benchmark (which, if EURIBOR is the relevant
Benchmark, shall be within the Euro-zone).  Relevant
Financial Centre means, with respect to any Floating Rate to be
determined in accordance with a Screen Rate Determination on an Interest
Determination Date, the financial centre as may be specified as such hereon or,
if none is so specified, the financial centre with which the relevant Benchmark
is most closely connected (which, in the case of EURIBOR, shall be a financial
centre within the Euro-zone) or, if none is so connected, London.  Relevant
Rate means the Benchmark for a Representative Amount of the
Specified Currency for a period (if applicable or appropriate to the Benchmark)
equal to the Specified Duration commencing on the Effective Date.  Relevant
Time means, with respect to any Interest Determination Date, the
local time in the Relevant Financial Centre specified hereon or, if no time is
specified, the local time in the Relevant Financial Centre at which it is
customary to determine bid and offered rates in respect of deposits in the
Specified Currency in the interbank market in the Relevant Financial Centre and
for this purpose local  49 
   time means, with respect to Europe and the
Euro-zone as a Relevant Financial Centre, 11.00 hours, Brussels time.  Representative
Amount means, with respect to any Floating Rate to be determined in
accordance with a Screen Rate Determination on an Interest Determination Date,
the amount specified as such hereon or, if none is specified, an amount that is
representative for a single transaction in the relevant market at the time.  Specified
Currency means the currency specified as such hereon or, if none is
specified, the currency in which the Notes are denominated.  Specified
Duration means, with respect to any Floating Rate to be determined
in accordance with a Screen Rate Determination on an Interest Determination Date,
the duration specified hereon or, if none is specified, a period of time equal
to the relative Interest Accrual Period, ignoring any adjustment pursuant to
Condition 5(b)(ii).  TARGET
System means the Trans-European Automated Real-Time Gross Settlement
Express Transfer (TARGET) System or any successor thereto.  (l)Calculation Agent and Reference Banks: The Issuer shall procure that there shall at all times be four
Reference Banks (or such other number as may be required) with offices in the
Relevant Financial Centre and one or more Calculation Agents if provision is
made for them hereon and for so long as any Note is outstanding (as defined in
the Trust Deed). If any Reference Bank (acting through its relevant office) is
unable or unwilling to continue to act as a Reference Bank, then the Issuer
shall (with the prior approval of the Trustee) appoint another Reference Bank
with an office in the Relevant Financial Centre to act as such in its place.
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 Period or
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 Issuer shall
(with the prior approval of the Trustee) appoint a leading bank or investment
banking firm 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.  5Redemption, Purchase and Options  (a)Redemption by Instalments and Final
Redemption:  (i)Unless previously redeemed, or purchased and cancelled, as provided
in this Condition 5 or the relevant Instalment Date (being one of the dates so
specified hereon) is extended pursuant to any Issuers or Noteholders option
in accordance with Condition 5(d) or 5(e), each Note that provides for
Instalment Dates and Instalment Amounts shall be partially redeemed  50 
   on
each Instalment Date at the related Instalment Amount specified hereon. The
outstanding nominal amount of each such Note shall be reduced by the Instalment
Amount (or, if such Instalment Amount is calculated by reference to a
proportion of the nominal amount of such Note, such proportion) for all
purposes with effect from the related Instalment Date, unless payment of the
Instalment Amount is improperly withheld or refused on presentation of the
related Receipt, in which case, such amount shall remain outstanding until the
Relevant Date relating to such Instalment Amount.  (ii)Unless previously redeemed, or purchased and cancelled, as provided
below or its maturity is extended pursuant to any Issuers or Noteholders
option in accordance with Condition 5(d) or 5(e), each Note shall be finally
redeemed on the Maturity Date specified hereon at its Final Redemption Amount
(which, unless otherwise provided hereon, is its nominal amount) or, in the
case of a Note falling within sub-paragraph (i) above, its final Instalment
Amount.  (b)Early Redemption:  (i)Zero Coupon Notes:  (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 5(c) or upon it
becoming due and payable as provided in Condition 9 shall be the Amortised Face
Amount (calculated as provided below) of such Note unless otherwise specified
hereon.  (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 hereon,
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 5(c) or upon it becoming due and
payable as provided in Condition 8 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 (as well
after as before 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
4(c).  51 
   Where such calculation is to be a made for a
period of less than one year, it shall be made on the basis of the Day Count
Fraction shown hereon.  (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
5(c) or upon it becoming due and payable as provided in Condition 8, shall be
the Final Redemption Amount unless otherwise specified hereon.  (c)Redemption for Taxation Reasons: The Notes (other than Notes in respect of which the Issuer shall
have given a notice of redemption pursuant to Condition 5(d) or in respect of
which a Noteholder shall have exercised its option under Condition 5(e) in each
case prior to any notice being given under this Condition 5(c)) may be redeemed
at the option of the Issuer in whole, but not in part, on any Interest Payment
Date or, if so specified hereon, at any time, on giving not less than 30 nor
more than 60 days notice to the Noteholders (which notice shall be
irrevocable) at their Early Redemption Amount (as described in Condition 5(b)
above) (together with interest accrued to the date fixed for redemption), if
(i) the Issuer satisfies the Trustee immediately prior to the giving of such
notice that it or (if the Guarantee were called) the Guarantor has or will
become obliged to pay additional amounts as provided or referred to in
Condition 7 as a result of any change in, or amendment to, the laws or
regulations of The Netherlands or (in the case of a payment to be made by the
Guarantor) the Kingdom of Spain, or any political subdivision or any authority
thereof or therein having power to tax, or any change in the application or
official interpretation of such laws or regulations, which change or amendment
becomes effective on or after the Issue Date, and (ii) such obligation cannot
be avoided by the Issuer (or the Guarantor, as the case may be) 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
Issuer (or the Guarantor, as the case may be) would be obliged to pay such
additional amounts were a payment in respect of the Notes (or the Guarantee, as
the case may be) then due. Prior to the publication of any notice of redemption
pursuant to this paragraph, the Issuer shall deliver to the Trustee a
certificate signed by two Directors of the Issuer (or two authorised officers
of the Guarantor, as the case may be) stating that the obligation referred to
in (i) above cannot be avoided by the Issuer (or the Guarantor, as the case may
be) taking reasonable measures available to it and the 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.  (d)Redemption at the Option of the Issuer and
Exercise of Issuers Options: If Call Option is
specified hereon, the Issuer may, on giving not less than 15 nor more than 30
days irrevocable notice to the Noteholders (or such other notice period as may
be specified hereon) redeem, or exercise any Issuers option (as may be
described hereon) in relation to, all or, if so provided, some of the Notes on
any Optional Redemption Date or Option Exercise Date, as the case may be. 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 principal amount at least equal to the
minimum principal  52 
   amount
to be redeemed specified hereon and no greater than the maximum principal
amount to be redeemed specified hereon.  All Notes in respect of which any such notice
is given shall be redeemed, or the Issuers option shall be exercised, on the
date specified in such notice in accordance with this Condition.  In the case of a partial redemption or a
partial exercise of an Issuers option, the notice to Noteholders shall also
contain the certificate numbers of the Notes to be redeemed or in respect of
which such option has been exercised, which shall have been drawn in such place
as the 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. So long as the Notes are listed on the Luxembourg Stock
Exchange or any other stock exchange and the rules of the relevant stock
exchange so require, the Issuer shall, once in each year in which there has
been a partial redemption of the Notes, cause to be published in a leading
newspaper of general circulation in Luxembourg or as specified by such other
stock exchange or other relevant authority, a notice specifying the aggregate
nominal amount of Notes outstanding and a list of the Notes drawn for
redemption but not surrendered.  (e)Redemption at the Option of Noteholders and
Exercise of Noteholders Options:If Put Option is
specified hereon, the 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 Issuer (or such other notice period as may be specified
hereon) 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 or any other
Noteholders option that may be set out hereon (which must be exercised on an
Option Exercise Date) the holder must deposit such Note (together with all
unmatured Receipts and Coupons and unexchanged Talons) with any Paying Agent,
together with a duly completed option exercise notice (Exercise Notice) in
the form obtainable from any Paying Agent, within the notice period. No Note so
deposited and option exercised may be withdrawn (except as provided in the
Agency Agreement) without the prior consent of the Issuer.  (f)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 hereon.  (g)Purchases: The
Issuer, the Guarantor and any other Subsidiary may at any time purchase Notes
in the open market or otherwise at any price (provided that they are purchased
together with all unmatured Receipts and Coupons and unexchanged Talons
relating to them). Any purchase by tender shall be made available to all
Noteholders alike. The Notes so purchased, while held by or on behalf of the
Issuer, the Guarantor or any other Subsidiary, shall not entitle the holder to
vote at any meetings of the Noteholders and shall not be deemed to be
outstanding for the purposes of calculating quorums at meetings of the
Noteholders or for the purposes of Conditions 8, 11(a) and 12.  53 
   (h)Cancellation:
All Notes so redeemed or purchased and any unmatured Receipts and Coupons and
all unexchanged Talons attached to or surrendered with them will be surrendered
for cancellation by surrendering to the Issuing and Paying Agent and may not be
reissued or resold and the obligations of the Issuer and the Guarantor in
respect of any such Notes shall be discharged.  6Payments and Talons  (a)Payments of Principal and Interest: Payments of principal and interest shall 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) (or in
the case of partial payment, endorsement thereof), Notes (in the case of all
other payments of principal and, in the case of interest, as specified in
Condition 6(e)(vi)) or Coupons (in the case of interest, save as specified in
Condition 6(e)(ii)), 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 holder, by transfer to an account
denominated in such currency with, a bank in the principal financial centre for
such currency or, in the case of euro, in a city in which banks have access to
the TARGET System.  (b)Payments in the United States: Notwithstanding the foregoing, if any 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 Issuer
shall have appointed Paying Agents with specified offices outside the United
States and its possessions 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 Issuer, any adverse tax consequence to the Issuer.  (c)Payments subject to Fiscal Laws: All payments are subject in all cases to any applicable fiscal or
other laws and regulations in the place of payment, but without prejudice to
the provisions of Condition 7. No commission or expenses shall be charged to
the Noteholders or Couponholders in respect of such payments.  (d)Appointment of Agents: The Issuing and Paying Agent, the Paying Agents and the Calculation
Agent initially appointed by the Issuer and the Guarantor and their respective
specified offices are listed below. The Issuing and Paying Agent, the Paying
Agents and the Calculation Agent act solely as agents of the Issuer and the
Guarantor and do not assume any obligation or relationship of agency or trust
for or with any Noteholder or Couponholder. The Issuer and the Guarantor
reserve the right at any time with the prior written approval of the Trustee to
vary or terminate the appointment of the Issuing and Paying Agent, any other
Paying Agent or the Calculation Agent(s) and to appoint additional or other
Paying Agents, provided that the Issuer shall at all times maintain (i) an
Issuing and Paying Agent, (ii) one or more Calculation Agent(s) where the
Conditions so require, (iii) Paying Agents having specified offices in at least
two major European cities (including Luxembourg) so long as the Notes are
listed on the Luxembourg Stock Exchange and (iv) such other agents as may be
required by any other stock exchange on  54 
   which
the Notes may be listed in each case, as approved by the Trustee and (v) a
Paying Agent with a specified office in a European Union member state (if any)
that will not be obliged to withhold or deduct tax 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.  In addition, the Issuer and the Guarantor
shall forthwith appoint a Paying Agent in New York City in respect of any Notes
denominated in U.S. dollars in the circumstances described in paragraph (b)
above.  Notice of any such change or any change of
any specified office shall promptly be given to the Noteholders.  (e)Unmatured Coupons and Receipts and
unexchanged Talons:  (i)Unless the Notes provide that the relative Coupons are to become
void upon the due date for redemption of those Notes, 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 9).  (ii)If the Notes so provide, upon the due date for redemption of any
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 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 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 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 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 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  55 
   only
be payable against presentation (and surrender if appropriate) of the relevant
Note. 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.  (f)Talons: On or
after the Interest Payment Date for the final Coupon forming part of a Coupon
sheet issued in respect of any Note, the Talon forming part of such Coupon
sheet may be surrendered at the specified office of the Paying Agents 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 9).  (g)Non-Business Days: 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
and foreign exchange markets are open for business in the relevant place of
presentation, in such jurisdictions as shall be specified as Additional Financial Centres hereon and:  (i)(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 foreign exchange transactions may be carried on in
the relevant currency in the principal financial centre of the country of such
currency or  (ii)(in the case of a payment in euro) which is a TARGET Business Day.  7Taxation  All payments
of principal and interest by or on behalf of the Issuer or the Guarantor in
respect of the Notes, the Receipts and the Coupons or under the Guarantee shall
be made free and clear of, and without withholding or deduction for, any taxes,
duties, assessments or governmental charges of whatever nature imposed, levied,
collected, withheld or assessed by or within The Netherlands or the Kingdom of
Spain or any authority therein or thereof having power to tax, unless such
withholding or deduction is required by law. In that event, the Issuer or, as
the case may be, the Guarantor 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 presented for payment:  (a)in the case of a payment by or on behalf of the Issuer, in The
Netherlands or, in the case of a payment by or on behalf of the Guarantor, in
the Kingdom of Spain and/or  (b)by or 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 Netherlands or, in the case of
payments made by the Guarantor, the Kingdom of Spain other than the mere
holding of the Note or Coupon and/or  (c)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 such Note, Receipt or Coupon for payment on the last day of such
period of 30 days  56 
   (assuming the day to have been a business day
for the purpose of Condition 6(g)) and/or  (d)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 law and/or  (e)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.  Relevant
Date means whichever is the later of (i) the date on which payment
first becomes due and (ii) if the full amount payable has not been received by
the Issuing and Paying Agent or the Trustee on or prior to such due date, the
date on which the full amount having been so received, notice to that effect
shall have been given to the Noteholders.  Any reference in these Conditions to 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.  8Events of Default  If any of the
following events (each an Event of Default)
occurs and is continuing, the Trustee at its discretion may, and if so
requested by holders of at least one-fifth in principal amount of the Notes
then outstanding (as defined in the Trust Deed) or if so directed by an
Extraordinary Resolution (as defined in the Trust Deed) shall, subject to its
being indemnified to its satisfaction, give notice to the Issuer that the Notes
are, and they shall immediately become, due and payable at their Early
Redemption Amount together with accrued interest:  (a)Non-Payment:
the Issuer fails to pay any interest on any of the Notes when due and such
failure continues for a period of 14 days; or  (b)Breach of Other Obligations: the Issuer or the Guarantor 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 Trustee capable of remedy,
is not in the opinion of the Trustee remedied within 30 days after notice of
such default shall have been given to the Issuer or the Guarantor by the
Trustee; or  (c)Cross-Default:
(i) any other present or future indebtedness of the Issuer, the Guarantor or
any Principal Subsidiary 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 (ii)
any such indebtedness is not paid when due or, as the case may be, within any
applicable grace period; or (iii) the Issuer, the Guarantor or any Principal
Subsidiary 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 (c) have occurred equals
or exceeds the greater of an amount equal to  57 
   0.25 per cent. of Total Shareholders Equity
and U.S.$20,000,000 or its equivalent (as reasonably determined by the
Trustee); or  (d)Enforcement Proceedings: a distress, attachment, execution or other legal process is levied,
enforced or sued out on or against the whole or any substantial part of the
property, assets or revenues of the Issuer or the Guarantor or any Principal
Subsidiary and is not discharged or stayed within 30 days; or  (e)Security Enforced: any mortgage, charge, pledge, lien or other encumbrance, present or
future, created or assumed by the Issuer, the Guarantor or any Principal
Subsidiary becomes enforceable against the whole or any substantial part of the
assets or undertaking of the Issuer, the Guarantor or any Principal Subsidiary
and any step is taken to enforce it (including the taking of possession or the
appointment of a receiver, manager or other similar person); or  (f)Insolvency: the
Issuer, the Guarantor or any Principal Subsidiary is insolvent or bankrupt,
stops, suspends or threatens to stop or suspend payment of all 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 in respect of or affecting all or
substantially all of the debts of the Issuer, the Guarantor or any Principal
Subsidiary; or  (g)Winding-up: an
order is made or an effective resolution passed for the winding-up or
dissolution of the Issuer, the Guarantor or any Principal Subsidiary, or the
Issuer, the Guarantor or any Principal Subsidiary ceases or threatens to cease
to carry on all or substantially all of its business or operations, except (i)
for the purpose of and followed by a reconstruction, amalgamation,
reorganisation, merger or consolidation on terms approved by the Trustee or by
an Extraordinary Resolution of the Noteholders or (ii) in the case of a
Principal Subsidiary, where a substantial part of the undertaking and assets of
such Principal Subsidiary are transferred to or otherwise vested in the
Guarantor or another Subsidiary; or  (h)Illegality:it
is unlawful for the Issuer or the Guarantor to perform or comply with any one
or more of its obligations under any of the Notes or the Trust Deed; or  (i)Analogous Events: any event occurs which under the laws of any relevant jurisdiction
has an analogous effect to any of the events referred to in any of the
foregoing paragraphs; or  (j)Guarantee: the
Guarantee is not (or is claimed by the Guarantor not to be) in full force and
effect, provided that in the case of an event falling within paragraphs (b) to
(e) or (h) to (j) and, insofar as the relevant events relate to a Principal
Subsidiary, (f) and (g), the Trustee shall have certified that in its opinion
such event is materially prejudicial to the interests of the Noteholders.  For the purposes of this Condition:  Principal
Subsidiary at any time means a Subsidiary incorporated in a
country; (a) the sovereign foreign currency debt of which does not have either
a Standard & Poors Rating Services, a division of McGraw-Hill Companies
Inc. or a Moodys Investors Services Limited rating of less than A on the day
the Event of Default occurs; and (b) which was at 4 November 2003 a member of
the Organisation for Economic Co-operation and Development:  58 
   (i)(a) whose net profits before tax and extraordinary items
attributable to the Guarantor represent 10 per cent. or more of the
consolidated net profits before tax and extraordinary items of the Guarantor
and the Subsidiaries taken as a whole (the Group)
attributable to the shareholders of the Guarantor or (b) whose total assets
attributable to the Guarantor represent 10 per cent. or more of the
consolidated total assets of the Group attributable to the shareholders of the
Guarantor, in each case as calculated by reference to the then latest audited
financial statements of such Subsidiary (consolidated in the case of a
Subsidiary which itself has Subsidiaries) and the then latest audited
consolidated financial statements of the Group; or  (ii)to which is transferred all or substantially all of the business,
undertaking or assets of another Subsidiary which immediately prior to such
transfer is a Principal Subsidiary, whereupon the transferor Subsidiary shall
immediately cease to be a Principal Subsidiary and the transferee Subsidiary
shall immediately become a Principal Subsidiary under this sub-paragraph,  all as more fully defined in the Trust Deed.  A report by the Auditors (as defined in the
Trust Deed), whether or not addressed to the Trustee, that in their opinion a
Subsidiary is or is not or was or was not at any particular time or throughout
any specified period a Principal Subsidiary shall, in the absence of manifest
error, be conclusive and binding on all parties.  Total
Shareholders Equity means the total shareholders equity of the
Guarantor, as shown in the then latest audited consolidated accounts of the
Guarantor.  9Prescription  Claims in
respect of principal and interest will become void unless presentation for
payment is made as required by Condition 6 within a period of 10 years (in the
case of principal) and five years (in the case of interest) from the
appropriate Relevant Date.  10Replacement of Notes, Receipts, Coupons and Talons  If any Note,
Receipt, Coupon or Talon is lost, stolen, mutilated, defaced or destroyed, it
may be replaced at the specified office of the Issuing and Paying Agent in
London or at the specified office of the Paying Agent in Luxembourg, subject to
all applicable laws and stock exchange requirements, upon payment by the
claimant of the expenses incurred in connection with such replacement and on
such terms as to evidence, security and indemnity and otherwise as the Issuer
and the Guarantor may require (provided that the requirement is reasonable in
the light of prevailing market practice). Mutilated or defaced Notes, Receipts,
Coupons or Talons must be surrendered before replacements will be issued.  11Meetings of Noteholders, Modification, Waiver and Substitution  (a)Meetings of Noteholders: The Trust Deed contains provisions for convening meetings of
Noteholders to consider matters affecting their interests, including the
sanctioning by Extraordinary Resolution 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
Notes for the time being outstanding. The quorum for any meeting convened to
consider an Extraordinary Resolution will be one or more persons holding or
representing a  59 
   clear
majority in nominal amount of the Notes for the time being outstanding, or at
any adjourned meeting one person being or representing Noteholders whatever the
nominal amount of the Notes held or represented, unless the business of such
meeting includes consideration of proposals, inter
alia, (i) to modify the maturity of the Notes, or the dates on which
interest is payable in respect of the Notes, (ii) to reduce or cancel the
nominal amount of, or interest on, the Notes, (iii) to change the currency of
payment of the Notes or the Coupons, (iv) to modify the provisions concerning
the quorum required at any meeting of Noteholders or the majority required to
pass an Extraordinary Resolution, or (v) to modify or cancel the Guarantee, in
which case the necessary quorum shall be one person holding or representing not
less than 75 per cent., or at any adjourned meeting not less than 25 per cent.,
in principal amount of the Notes for the time being outstanding. Any
Extraordinary Resolution duly passed shall be binding on Noteholders (whether
or not they were present at the meeting at which such resolution was passed)
and on all Couponholders.  (b)Modification and waiver: The Trustee may agree, without the consent of the Noteholders or
Couponholders, to (i) any modification of any of the provisions of the Trust
Deed which in the opinion of the Trustee 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 which is
in the opinion of the 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 Trustee so
requires, such modification shall be notified to the Noteholders as soon as
practicable.  (c)Substitution:
The Trust Deed contains provisions permitting the Trustee to agree, subject to
such amendment of the Trust Deed and such other conditions as the Trustee may
require, but without the consent of the Noteholders or the Couponholders, to
the substitution of certain other entities in place of the Issuer or Guarantor,
or of any previous substituted company, as principal debtor or Guarantor under
the Trust Deed and the Notes. In the case of such a substitution the Trustee
may agree, without the consent of the Noteholders 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
Trustee be materially prejudicial to the interests of the Noteholders.  (d)Entitlement of the Trustee: In connection with the exercise of its functions (including but not
limited to those referred to in this Condition) the 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
Trustee shall not be entitled to require, nor shall any Noteholder or
Couponholder be entitled to claim, from the Issuer or the Guarantor any
indemnification or payment in respect of any tax consequence of any such
exercise upon individual Noteholders or Couponholders.  12Enforcement  At any time
after the Notes become due and payable, the Trustee may, at its discretion and
without further notice, institute such proceedings against the Issuer and/or
the Guarantor  60 
   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-fifth in principal amount of the Notes
outstanding, and (b) it shall have been indemnified to its satisfaction. No
Noteholder, holder of Receipts or Couponholder may proceed directly against the
Issuer or the Guarantor unless the Trustee, having become bound so to proceed,
fails to do so within a reasonable time and such failure is continuing.  13Indemnification of the Trustee  The Trust Deed
contains provisions for the indemnification of the Trustee and for its relief
from responsibility. The Trustee is entitled to enter into business
transactions with the Issuer, the Guarantor and any other Subsidiary and any
entity related to the Issuer or the Guarantor or any other Subsidiary without
accounting for any profit.  14Further Issues  The Issuer may
from time to time without the consent of the Noteholders or Couponholders
create and issue further securities either having the same terms 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 terms as the 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 securities forming a single
series with the outstanding securities of any series (including the Notes)
constituted by the Trust Deed or any deed supplemental to it shall, and any
other securities may (with the consent of the Trustee), be constituted by a
deed supplemental to the Trust Deed. The Trust Deed contains provisions for
convening a single meeting of the Noteholders and the holders of securities of
other series where the Trustee so decides.  15Notices  Notices to
Noteholders will be valid if published in a leading newspaper having general
circulation in the United Kingdom (which is expected to be the Financial Times)
and (so long as the Notes are listed on the Luxembourg Stock Exchange and the
rules of that Stock Exchange so require), in a leading newspaper having general
circulation in Luxembourg (which is expected to be the Luxemburger Wort) or, if
in the opinion of the Trustee such publication shall not be practicable, in an
English language newspaper of 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.  Couponholders
will be deemed for all purposes to have notice of the contents of any notice
given to the Noteholders in accordance with this Condition.  16The Contracts (Rights Of Third Parties) Act 1999  The Notes
confer no rights on any person pursuant to the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of the Notes, but this does not affect
right or remedy of the third party which exists or is available apart from that
Act.  17Governing Law  (a)Governing Law:
The Trust Deed, the Notes, the Receipts, the Coupons and the Talons are
governed by, and shall be construed in accordance with, English law.  61 
   (b)Jurisdiction:
The courts of England are to have jurisdiction to settle any disputes which may
arise out of or in connection with the Trust Deed, the Notes, Receipts, Coupons
or Talons or the Guarantee and accordingly any legal action or proceedings
arising out of or in connection with the Trust Deed, the Notes, Receipts,
Coupons or Talons or the Guarantee (Proceedings)
may be brought in such courts. Each of the Issuer and the Guarantor has in the
Trust Deed irrevocably submitted to the jurisdiction of such courts.  (c)Agent for Service of Process: Each of the Issuer and the Guarantor has irrevocably appointed an
agent in England to receive service of process in any Proceedings in England
based on any of the Trust Deed, the Notes, Receipts, Coupons or Talons or the
Guarantee.  62 
   Schedule
2
Part C
Form of Coupon  On the front:  REPSOL
INTERNATIONAL FINANCE B.V.  GUARANTEED
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.  REPSOL
INTERNATIONAL FINANCE B.V.  By:  Managing
Director  By:  Managing
Director   [Cp. No.]
  
  [Denomination]
  
  [ISIN]
  
  [Series]
  
  [Certif. No.]  63 
   On the back:  ISSUING
AND PAYING AGENT  CITIBANK,
N.A.P.O. Box 18055
5 Carmelite Street
London EC4Y 0PA   PAYING
AGENT  DEXIA
Banque Internationale à Luxembourg S.A.  69 route d
Esch
L-2953 Luxembourg  
 [*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.]  64 
   Schedule
2
Part D
Form of Talon  On the front:  REPSOL
INTERNATIONAL FINANCE B.V.  GUARANTEED
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.  REPSOL
INTERNATIONAL FINANCE B.V.  By:  Managing
Director  By:  Managing
Director   [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.]  65 
   Schedule
2
Part E
Form of Receipt  REPSOL
INTERNATIONAL FINANCE B.V.  GUARANTEED
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.  REPSOL
INTERNATIONAL FINANCE B.V.  By:  Managing
Director  By:  Managing Director  66 
   Schedule
3
Provisions for Meetings of Noteholders  Interpretation  1In this Schedule:  1.1references to a meeting are to a meeting of Noteholders of a single
series of Notes and include, unless the context otherwise requires, any
adjournment  1.2references 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voting certificate
means a certificate issued in accordance with paragraphs 5, 6, 7 and 14 and  1.7references 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  2A 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:  2.1to sanction any proposal by the Issuer, the Guarantor or the 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 or the Guarantor, whether or not those rights arise under this Trust
Deed  2.2to 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, the Guarantor or any other entity  2.3to assent to any modification of this Trust Deed, the Notes, the
Receipts, the Talons or the Coupons proposed by the Issuer, the Guarantor or
the Trustee  2.4to authorise anyone to concur in and do anything necessary to carry
out and give effect to an Extraordinary Resolution  2.5to give any authority, direction or sanction required to be given by
Extraordinary Resolution  2.6to 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  67 
   2.7to approve a proposed new Trustee and to remove a Trustee  2.8to approve the substitution of any entity for the Issuer or the
Guarantor (or any previous substitute) as principal debtor or guarantor under
this Trust Deed and  2.9to discharge or exonerate the 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  2.10provided that the special quorum provisions in paragraph 19 shall
apply to any Extraordinary Resolution (a special
quorum resolution) for the purpose of sub-paragraph 2.2 or 2.8 or
for the purpose of making a modification to this Trust Deed, the Notes or the
Coupons which would have the effect of:  (i)modifying
the maturity of the Notes or the dates on which interest is payable on them or  (ii)reducing
or cancelling the nominal amount of, any premium payable on redemption of, or
interest on, or varying the method of calculating the rate of interest or
reducing the minimum rate of interest on, the Notes or  (iii)changing
the currency of payment of the Notes or  (iv)modifying
the provisions in this Schedule concerning the quorum required at a meeting or
the majority required to pass an Extraordinary Resolution or  (v)amending
this proviso or  (vi)modifying
or cancelling the Guarantee.  Convening a meeting  3The Issuer, the Guarantor or the 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 to its satisfaction against all costs and
expenses, the Trustee shall convene a meeting of the Noteholders of that
Series. Every meeting shall be held at a time and place approved by the
Trustee.  4At 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. 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 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  5If a holder of a 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.  6A voting certificate shall:  68 
   6.1be a document in the English language  6.2be dated  6.3specify the meeting concerned and the serial numbers of the Notes
deposited and  6.4entitle, and state that it entitles, its bearer to attend and vote
at that meeting in respect of those Notes.  7Once a Paying Agent has issued a voting certificate for a meeting in
respect of a Note, it shall not release the Note until either:  7.1the meeting has been concluded or  7.2the voting certificate has been surrendered to the Paying Agent.  8If a holder of a 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.  9A block voting instruction shall:  9.1be a document in the English language  9.2be dated  9.3specify the meeting concerned  9.4list 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  9.5certify that such list is in accordance with Notes deposited and
directions received as provided in paragraphs 8, 11 and 14 and  9.6appoint 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.  10Once a Paying Agent has issued a block voting instruction for a
meeting in respect of the votes attributable to any Notes:  10.1it shall not release the Notes, except as provided in paragraph 11,
until the meeting has been concluded and  10.2the directions to which it gives effect may not be revoked or
altered during the 48 hours before the time fixed for the meeting.  11If 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.  12Each block voting instruction shall be deposited at least 24 hours
before the time fixed for the meeting at such place as the Trustee shall
designate or approve, and in default it shall  69 
   not
be valid unless the chairman of the meeting decides otherwise before the
meeting proceeds to business. If the Trustee requires, a notarially certified
copy of each block voting instruction shall be produced by the proxy at the
meeting but the Trustee need not investigate or be concerned with the validity
of the proxys appointment.  13A 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 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.  14No 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.  Chairman  15The chairman of a meeting shall be such person as the 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.  16The chairman may, but 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  17The following may attend and speak at a meeting:  17.1Noteholders and agents  17.2the chairman  17.3the Issuer, the Guarantor and the Trustee (through their respective
representatives) and their respective financial and legal advisers  17.4the Dealers and their advisers.  No-one else
may attend or speak.  Quorum and Adjournment  18No 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 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.  19One Noteholder or agent present in person shall be a quorum:  19.1in the cases marked No minimum proportion in the table below,
whatever the proportion of the Notes which they represent  70 
   19.2in any other case, only if they represent the proportion of the
Notes shown by the table below.   COLUMN 1
  
  COLUMN
  2
  
  COLUMN 3Purpose of
  meeting
  
  Any meeting
  except one referred to in column 3 
                                         
  Required proportion
  
  Meeting
  previously adjourned through want of a quorum 
                                 
  Required proportionTo pass a
  special quorum resolution
  
  75 per cent.
  
  25 per cent.To pass any
  other Extraordinary Resolution
  
  A clear
  majority
  
  No minimum
  proportionAny other
  purpose
  
  10 per cent.
  
  No minimum
  proportion  20The 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.  21At 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  22Each 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 Guarantor, the Trustee
or one or more persons representing 2 per cent. of the Notes.  23Unless 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.  24If 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.  25A poll demanded on the election of a chairman or on a question of
adjournment shall be taken at once.  26On a show of hands every person who is present in person and who
produces a Note or a voting certificate or is a proxy or representative has one
vote. On a poll every such person  71 
   has
one vote in respect of each nominal amount equal to the minimum Specified
Denomination 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.  27In 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  28An Extraordinary Resolution shall be binding on all the Noteholders,
whether or not present at the meeting, and on all 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 within 14 days but failure to do so shall not
invalidate the resolution.  Minutes  29Minutes 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.  Trustees Power to Prescribe
Regulations  30Subject to all other provisions in this Trust Deed the 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 Trustee thinks reasonable to satisfy itself that the 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.  31The holder of a Global Note shall be treated as one or more persons
for the purposes of any quorum requirements of a meeting of Noteholders.  32The foregoing provisions of this Schedule shall have effect subject
to the following provisions:  32.1Meetings of Noteholders of separate Series will normally be held
separately. However, the Trustee may from time to time determine that meetings
of Noteholders of separate Series shall be held together  32.2A resolution that in the opinion of the 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  32.3A resolution that in the opinion of the Trustee affects the
Noteholders of more than one Series but does not give rise to a conflict of
interest between the Noteholders of the  72 
   different
Series concerned shall be deemed to have been duly 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  32.4A resolution that in the opinion of the 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  32.5To 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.  In
witness whereof this Trust Deed has
been executed as a deed on the date stated at the beginning.  REPSOL
INTERNATIONAL FINANCE B.V.  By:  By:   REPSOL
YPF, S.A.  By:   SIGNED as a deed by CITICORP TRUSTEE
COMPANY LIMITED acting by:   Director
  
  Director  73