Exhibit 4.2

	
	EXECUTION VERSION
Allen & Overy LLP
0013726-0003612 ICM:23540241.6
FIFTH SUPPLEMENTAL TRUST DEED
  11 MARCH 2016
RENTOKIL INITIAL plc
and
HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED
further modifying and restating the provisions of the Trust Deed dated 9 December 2005
relating to a
 €2,500,000,000 EURO MEDIUM TERM NOTE PROGRAMME





	
	THIS FIFTH SUPPLEMENTAL TRUST DEED is made on 11 March 2016
BETWEEN:
(1) RENTOKIL INITIAL PLC, a company incorporated under the laws of England, whose
registered office is at Riverbank, Meadows Business Park, Blackwater, Camberley, Surrey,
GU17 9AB (the "Issuer"); and
 (3) HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED, a company incorporated
in England and Wales whose registered office is at 8 Canada Square, London E14 5HQ (the
"Trustee"), as trustee for the holders of the Notes and Coupons.
WHEREAS:
(A) This Fifth Supplemental Trust Deed is supplemental to:
(a) the Trust Deed dated 9 December 2005 made between the Issuer and HSBC Trustee (C.I.)
(hereinafter called the "Principal Trust Deed") relating to the €2,500,000,000 Euro Medium
Term Note Programme (the “Programme”) established by the Issuer;
(b) the First Supplemental Trust Deed dated 19 March 2007 made between the Issuer and HSBC
Trustee (C.I.) and modifying the provisions of the Principal Trust Deed (hereinafter called the
"First Supplemental Trust Deed"); the Second Supplemental Trust Deed dated 13 June
2008 made between the Issuer, HSBC Trustee (C.I.) and the Trustee and further modifying
the provisions of the Principal Trust Deed (hereinafter called the “Second Supplemental
Trust Deed”);
(c) the Third Supplemental Trust Deed dated 21 June 2013 made between the Issuer and the
Trustee and further modifying the provisions of the Principal Trust Deed (hereinafter called
the “Third Supplemental Trust Deed”); and
(d) the Fourth Supplemental Trust Deed dated 18 February 2015 made between the Issuer and the
Trustee and further modifying the provisions of the Principal Trust Deed (herein after called
the (Fourth Supplemental Trust Deed” and, together with the Principal Trust Deed, the
First Supplemental Trust Deed the Second Supplemental Trust Deed and the Third
Supplemental Trust Deed, the "Subsisting Trust Deeds").
(B) On 11 March 2016 the Issuer published a modified and updated Offering Circular  relating to
the Programme.
NOW THIS FIFTH SUPPLEMENTAL TRUST DEED WITNESSETH AND IT IS HEREBY
DECLARED as follows:
1. Subject as hereinafter provided and unless there is something in the subject matter or context
inconsistent therewith, all words and expressions defined in the Subsisting Trust Deeds shall
have the same meanings in this Fifth Supplemental Trust Deed.
2. Save:
(a) in relation to all Series of Notes the first Tranches of which were issued during the
period up to and including the day last preceding the date of this Fifth Supplemental
Trust Deed; and
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	(b) for the purpose (where necessary) of construing the provisions of this Fifth
Supplemental Trust Deed,
with effect on and from the date of this Fifth Supplemental Trust Deed:
(i) the Principal Trust Deed (as previously modified) is hereby further modified in such
manner as would result in the Principal Trust Deed being in the form set out in the
Schedule hereto; and
(ii) the provisions of the Subsisting Trust Deeds (as previously modified) insofar as the
same still have effect shall cease to have effect and in lieu thereof the provisions of
the Principal Trust Deed as so further modified (and being in the form set out in the
Schedule hereto) shall have effect.
3. The provisions of the Principal Trust Deed as modified and restated by this Fifth
Supplemental Trust Deed shall be valid and binding obligations of the Issuer and the Trustee.
4. The Subsisting Trust Deeds shall henceforth be read and construed as one document with this
Fifth Supplemental Trust Deed.
5. A Memorandum of this Fifth Supplemental Trust Deed shall be endorsed by the Trustee on
the Principal Trust Deed and by the Issuer on its duplicate of the Principal Trust Deed.
IN WITNESS whereof this Fifth Supplemental Trust Deed has been executed as a deed by the Issuer
and the Trustee and delivered on the date first stated on page 1 above.
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	SCHEDULE
FORM OF MODIFIED PRINCIPAL TRUST DEED
DATED 9 DECEMBER 2005
RENTOKIL INITIAL plc
- and -
HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED
________________________________________
TRUST DEED
relating to a
 €2,500,000,000
Euro Medium Term Note Programme
(as modified and restated on 11 March 2016)
________________________________________
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	TABLE OF CONTENTS
CLAUSE PAGE
1. DEFINITIONS............................................................................................................................6
2. AMOUNT AND ISSUE OF THE NOTES ..............................................................................15
3. FORMS OF THE NOTES ........................................................................................................18
4. FEES, DUTIES AND TAXES .................................................................................................20
5. COVENANT OF COMPLIANCE ...........................................................................................20
6. CANCELLATION OF NOTES AND RECORDS...................................................................20
7. NON-PAYMENT .....................................................................................................................21
8. PROCEEDINGS, ACTION AND INDEMNIFICATION .......................................................21
9. APPLICATION OF MONEYS ................................................................................................21
10. NOTICE OF PAYMENTS .......................................................................................................22
11. INVESTMENT BY TRUSTEE................................................................................................22
12. PARTIAL PAYMENTS...........................................................................................................23
13. COVENANTS BY THE ISSUER ............................................................................................23
14. REMUNERATION AND INDEMNIFICATION OF TRUSTEE ...........................................27
15. SUPPLEMENT TO TRUSTEE ACTS.....................................................................................28
16. TRUSTEE'S LIABILITY .........................................................................................................33
17. TRUSTEE CONTRACTING WITH THE ISSUER ................................................................33
18. WAIVER, AUTHORISATION AND DETERMINATION ....................................................34
MODIFICATION.....................................................................................................................34
BREACH ..................................................................................................................................34
SUBSTITUTION......................................................................................................................34
19. HOLDER OF DEFINITIVE NOTE ASSUMED TO BE COUPONHOLDER .......................36
NO NOTICE TO COUPONHOLDERS...................................................................................36
20. CURRENCY INDEMNITY.....................................................................................................36
21. NEW TRUSTEE.......................................................................................................................36
SEPARATE AND CO-TRUSTEES.........................................................................................37
22. TRUSTEE'S RETIREMENT AND REMOVAL .....................................................................37
23. TRUSTEE'S POWERS TO BE ADDITIONAL ......................................................................37
24. NOTICES..................................................................................................................................37
25. GOVERNING LAW.................................................................................................................38
26. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999..................................................38
27. COUNTERPARTS ...................................................................................................................38
SCHEDULES
THE FIRST SCHEDULE TERMS AND CONDITIONS OF THE NOTES........................................39
THE SECOND SCHEDULE FORM OF TEMPORARY GLOBAL NOTE........................................74
FORM OF PERMANENT GLOBAL NOTE........................................................................................81
FORM OF DEFINITIVE NOTE ...........................................................................................................89
FORM OF COUPON.............................................................................................................................93
FORM OF TALON................................................................................................................................94
THE THIRD SCHEDULE PROVISIONS FOR MEETINGS OF NOTEHOLDERS..........................96
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	THIS TRUST DEED is made on 9 December 2005 BETWEEN:
(1) RENTOKIL INITIAL PLC, a company incorporated under the laws of England, whose
registered office is at Riverbank, Meadows Business Park, Blackwater, Camberley, Surrey,
GU17 9AB  (the "Issuer"); and
(2) HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED, a company incorporated
in England and Wales, whose registered office is at 8 Canada Square, London E14 5HQ (the
"Trustee", which expression shall, wherever the context so admits, include such company
and all other persons or companies for the time being the trustee or trustees of these presents)
as trustee for the Noteholders and the Couponholders (each as defined below).
WHEREAS:
(1) By a resolution of the Board of Directors of the Issuer passed on 14 July 2005 and by a
resolution of the Committee of the Board of Directors of the Issuer passed on 8 December
2005 the Issuer has resolved to establish a Euro Medium Term Note Programme pursuant to
which the Issuer may from time to time issue Notes as set out herein.  Notes up to a maximum
nominal amount (calculated in accordance with Clause 3.5 of the Programme Agreement (as
defined below)) from time to time outstanding of €2,500,000,000 (subject to increase as
provided in the Programme Agreement) (the "Programme Limit") may be issued pursuant to
the said Programme.
(2) The Trustee has agreed to act as trustee of these presents for the benefit of the Noteholders
and the Couponholders upon and subject to the terms and conditions of these presents.
NOW THIS TRUST DEED WITNESSES AND IT IS AGREED AND DECLARED as follows:
1. DEFINITIONS
(A) IN these presents unless there is anything in the subject or context inconsistent therewith the
following expressions shall have the following meanings:
"Agency Agreement" means the agreement dated 9 December 2005 as amended and/or
supplemented and/or restated from time to time, pursuant to which the Issuer has appointed
the Agent and the other Paying Agents in relation to all or any Series of the Notes and any
other agreement for the time being in force appointing further or other Paying Agents or
another Agent in relation to all or any Series of the Notes, or in connection with their duties,
the terms of which have previously been approved in writing by the Trustee, together with
any agreement for the time being in force amending or modifying with the prior written
approval of the Trustee any of the aforesaid agreements;
"Agent" means, in relation to all or any Series of the Notes, HSBC Bank plc at its office at 8
Canada Square, London E14 5HQ, England or, if applicable, any Successor principal paying
agent in relation to all or any Series of the Notes;
"Appointee" means any attorney, manager, agent, delegate or other person appointed by the
Trustee under these presents;
"Auditors" means the auditors for the time being of the Issuer or, in the event of their being
unable or unwilling promptly to carry out any action requested of them pursuant to the
provisions of these presents, such other firm of accountants as may be nominated or approved
by the Trustee for the purposes of these presents;
"Calculation Agent" means, in relation to all or any Series of the Notes, the person initially
appointed as calculation agent in relation to such Notes by the Issuer pursuant to the Agency
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	Agreement or, if applicable, any Successor calculation agent in relation to all or any Series of
the Notes;
"Change of Control" has the meaning set out in Condition 6(f);
"Clearstream, Luxembourg" means Clearstream Banking S.A.;
"Code" means the U.S. Internal Revenue Code of 1986;
"Conditions" means, in relation to the Notes of any Series, the terms and conditions endorsed
on or incorporated by reference into the Note or Notes constituting such Series, such terms
and conditions being in or substantially in the form set out in the First Schedule or in such
other form, having regard to the terms of the Notes of the relevant Series, as may be agreed
between the Issuer, the Trustee and the relevant Dealer(s) as supplemented by the Pricing
Supplement applicable to the Notes of the relevant Series, in each case as from time to time
modified in accordance with the provisions of these presents;
"Coupon" means an interest coupon appertaining to a definitive Note (other than a Zero
Coupon Note), such coupon being:
(i) if appertaining to a Fixed Rate Note, in the form or substantially in the form set out in
Part IVA of the Second Schedule or in such other form, having regard to the terms of
issue of the Notes of the relevant Series, as may be agreed between the Issuer, the
Agent, the Trustee and the relevant Dealer(s); or
(ii) if appertaining to a Floating Rate Note in the form or substantially in the form set out
in Part IVB of the Second Schedule or in such other form, having regard to the terms
of issue of the Notes of the relevant Series, as may be agreed between the Issuer, the
Agent, the Trustee and the relevant Dealer(s); or
(iii) if appertaining to a definitive Note which is neither a Fixed Rate Note nor a Floating
Rate Note in such form as may be agreed between the Issuer, the Agent, the Trustee
and the relevant Dealer(s),
and includes, where applicable, the Talon(s) appertaining thereto and any replacements for
Coupons and Talons issued pursuant to Condition 10;
"Couponholders" means the several persons who are for the time being holders of the
Coupons and includes, where applicable, the Talonholders;
"Dealers" means Barclays Bank PLC, Bayerische Landesbank, BNP PARIBAS, HSBC Bank
plc, ING Bank N.V., J.P. Morgan Securities plc, Lloyds Bank plc, Merrill Lynch International
and Mizuho International plc and any other entity which the Issuer may appoint as a Dealer
and notice of whose appointment has been given to the Agent and the Trustee by the Issuer in
accordance with the provisions of the Programme Agreement but excluding any entity whose
appointment has been terminated in accordance with the provisions of the Programme
Agreement and notice of such termination has been given to the Agent and the Trustee by the
Issuer in accordance with the provisions of the Programme Agreement and references to a
"relevant Dealer" or the "relevant Dealer(s)" mean, in relation to any Tranche or Series of
Notes, the Dealer or Dealers with whom the Issuer has agreed the issue of the Notes of such
Tranche or Series and "Dealer" means any one of them;
"Definitive Note" means a Note in definitive form issued or, as the case may require, to be
issued by the Issuer in accordance with the provisions of the Programme Agreement or any
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	other agreement between the Issuer and the relevant Dealer(s), the Agency Agreement and
these presents in exchange for either a Temporary Global Note or part thereof or a Permanent
Global Note (all as indicated in the applicable Pricing Supplement), such Note in definitive
form being in the form or substantially in the form set out in Part III of the Second Schedule
with such modifications (if any) as may be agreed between the Issuer, the Agent, the Trustee
and the relevant Dealer(s) and having the Conditions endorsed thereon or, if permitted by the
relevant Stock Exchange, incorporating the Conditions by reference as indicated in the
applicable Pricing Supplement and having the relevant information supplementing the
Conditions appearing in the applicable Pricing Supplement endorsed thereon or attached
thereto and (except in the case of a Zero Coupon Note) having Coupons and, where
appropriate, Talons attached thereto on issue;
"Directors" means the Board of Directors for the time being of the Issuer;
"Early Redemption Amount" has the meaning ascribed thereto in Condition 6(e);
"Euroclear" means Euroclear Bank SA/NV;
"Event of Default" means any of the conditions, events or acts provided in Condition 9 to be
events upon the happening of which the Notes of any Series would, subject only to notice by
the Trustee as therein provided, become immediately due and repayable;
"Extraordinary Resolution" has the meaning set out in paragraph 20 of the Third Schedule;
"FATCA Withholding" means any withholding or deduction required pursuant to an
agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to
Sections 1471 through 1474 of the Code (or any regulations thereunder or official
interpretations thereof) or an intergovernmental agreement between the United States and
another jurisdiction facilitating the implementation thereof (or any law implementing such an
intergovernmental agreement);
"Fixed Rate Note" means a Note on which interest is calculated at a fixed rate payable in
arrear on a fixed date or fixed dates in each year and on redemption or on such other dates as
may be agreed between the Issuer and the relevant Dealer(s) (as indicated in the applicable
Pricing Supplement);
"Floating Rate Note" means a Note on which interest is calculated at a floating rate payable
in arrear in respect of such period or on such date(s) as may be agreed between the Issuer and
the relevant Dealer(s) (as indicated in the applicable Pricing Supplement);
 “Global Exchange Market” means the Global Exchange Market of the Irish Stock
Exchange.
"Global Note" means a Temporary Global Note and/or a Permanent Global Note as the
context may require;
"Interest Commencement Date" means, in the case of interest-bearing Notes, the date
specified in the applicable Pricing Supplement from (and including) which such Notes bear
interest, which may or may not be the Issue Date;
"Interest Payment Date" means, in relation to any Floating Rate Note, either:
(i) the date which falls the number of months or other period specified as the "Specified
Period" in the applicable Pricing Supplement after the preceding Interest Payment
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	Date or the Interest Commencement Date (in the case of the first Interest Payment
Date); or
(ii) such date or dates as are indicated in the applicable Pricing Supplement;
"Irish Stock Exchange" means the Irish Stock Exchange plc or such other body to which its
functions have been transferred;
"Issue Date" means, in respect of any Note, the date of issue and purchase of such Note
pursuant to and in accordance with the Programme Agreement or any other agreement
between the Issuer and the relevant Dealer(s) being, in the case of any Definitive Note
represented initially by a Global Note, the same date as the date of issue of the Global Note
which initially represented such Note;
"Issue Price" means the price, generally expressed as a percentage of the nominal amount of
the Notes, at which the Notes will be issued;
"Liability" means any loss, damage, cost, charge, claim, demand, expense, judgment, action,
proceeding or other liability whatsoever (including, without limitation in respect of taxes,
duties, levies, imposts and other charges) and including any value added tax or similar tax
charged or chargeable in respect thereof and legal fees and expenses on a full indemnity basis;
"London Business Day" has the meaning set out in Condition 4(b)(v);
"Maturity Date" means the date on which a Note is expressed to be redeemable;
"month" means calendar month;
"Note" means a note issued pursuant to the Programme and denominated in such currency or
currencies as may be agreed between the Issuer and the relevant Dealer(s) which has such
maturity and denomination as may be agreed between the Issuer and the relevant Dealer(s)
and issued or to be issued by the Issuer pursuant to the Programme Agreement or any other
agreement between the Issuer and the relevant Dealer(s) relating to the Programme, the
Agency Agreement and these presents and which shall initially be represented by, and
comprised in, either (i) a Temporary Global Note which may (in accordance with the terms of
such Temporary Global Note) be exchanged for Definitive Notes or a Permanent Global Note
which Permanent Global Note may (in accordance with the terms of such Permanent Global
Note) in turn be exchanged for Definitive Notes or (ii) a Permanent Global Note which may
(in accordance with the terms of such Permanent Global Note) be exchanged for Definitive
Notes (all as indicated in the applicable Pricing Supplement) and includes any replacements
for a Note issued pursuant to Condition 10;
"Noteholders" means the several persons who are for the time being holders of outstanding
Notes save that, in respect of the Notes of any Series, for so long as such Notes or any part
thereof are represented by a Global Note deposited with a common depositary for Euroclear
and Clearstream, Luxembourg (other than Clearstream, Luxembourg, if Clearstream,
Luxembourg shall be an accountholder of Euroclear and Euroclear, if Euroclear shall be an
accountholder of Clearstream, Luxembourg) as the holder of a particular nominal amount of
the Notes of such Series shall be deemed to be the holder of such nominal amount of such
Notes (and the holder of the relevant Global Note shall be deemed not to be the holder) for all
purposes of these presents other than with respect to the payment of principal or interest on
such nominal amount of such Notes, the rights to which shall be vested, as against the Issuer
and the Trustee, solely in such common depositary and for which purpose such common
depositary shall be deemed to be the holder of such nominal amount of such Notes in
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	accordance with and subject to its terms and the provisions of these presents and the
expressions "Noteholder", "holder"  and "holder of Notes" and related expressions shall be
construed accordingly;
"notice" means, in respect of a notice to be given to Noteholders, a notice validly given
pursuant to Condition 13;
"Official List" means the official list maintained by the Irish Stock Exchange;
"outstanding" means, in relation to the Notes of all or any Series, all the Notes of such Series
issued other than:
(a) those Notes which have been redeemed pursuant to these presents;
(b) those Notes in respect of which the date (including, where applicable, any deferred
date) for redemption in accordance with the Conditions has occurred and the
redemption moneys (including all interest payable thereon) have been duly paid to the
Trustee or to the Agent in the manner provided in the Agency Agreement (and where
appropriate notice to that effect has been given to the relative Noteholders in
accordance with Condition 13) and remain available for payment against presentation
of the relevant Notes and/or Coupons;
(c) those Notes which have been purchased and cancelled in accordance with Conditions
6(g) and 6(h);
(d) those Notes which have become void or in respect of which claims have become
prescribed, in each case under Condition 8;
(e) those mutilated or defaced Notes which have been surrendered and cancelled and in
respect of which replacements have been issued pursuant to Condition 10;
(f) (for the purpose only of ascertaining the nominal amount of the Notes outstanding
and without prejudice to the status for any other purpose of the relevant Notes) those
Notes which are alleged to have been lost, stolen or destroyed and in respect of which
replacements have been issued pursuant to Condition 10; and
(g) any Global Note to the extent that it shall have been exchanged for Definitive Notes
or another Global Note pursuant to its provisions, the provisions of these presents and
the Agency Agreement,
PROVIDED THAT for each of the following purposes, namely:
(i) the right to attend and vote at any meeting of the holders of the Notes of any Series;
(ii) the determination of how many and which Notes of any Series are for the time being
outstanding for the purposes of Clause 8(A), Conditions 9 and 14 and paragraphs 2, 5,
6 and 9 of the Third Schedule;
(iii) any discretion, power or authority (whether contained in these presents or vested by
operation of law) which the Trustee is required, expressly or impliedly, to exercise in
or by reference to the interests of the holders of the Notes of any Series; and
(iv) the determination by the Trustee whether any event, circumstance, matter or thing is,
in its opinion, materially prejudicial to the interests of the holders of the Notes of any
Series,
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	those Notes of the relevant Series (if any) which are for the time being held by or on behalf of
the Issuer, any Subsidiary of the Issuer, any holding company of the Issuer or any Subsidiary
of such holding company, in each case as beneficial owner, shall (unless and until ceasing to
be so held) be deemed not to remain outstanding;
"Paying Agents" means, in relation to all or any Series of the Notes, the several institutions
(including, where the context permits, the Agent) at their respective specified offices initially
appointed as paying agents in relation to such Notes by the Issuer pursuant to the Agency
Agreement and/or, if applicable, any Successor paying agents at their respective specified
offices in relation to all or any Series of the Notes;
"Permanent Global Note" means a global note in the form or substantially in the form set
out in Part II of the Second Schedule with such modifications (if any) as may be agreed
between the Issuer, the Agent, the Trustee and the relevant Dealer(s), together with the copy
of the applicable Pricing Supplement annexed thereto, comprising some or all of the Notes of
the same Series, issued by the Issuer pursuant to the Programme Agreement or any other
agreement between the Issuer and the relevant Dealer(s) relating to the Programme, the
Agency Agreement and these presents in exchange for the whole or part of any Temporary
Global Note issued in respect of such Notes;
"Potential Event of Default" means any condition, event or act which, with the lapse of time
and/or the issue, making or giving of any notice, certification, declaration, demand,
determination and/or request and/or the taking of any similar action and/or the fulfilment of
any similar condition, would constitute an Event of Default;
"Pricing Supplement" has the meaning set out in the Programme Agreement;
"Principal Subsidiary" means at any time a Subsidiary of the Issuer:
(a) whose operating profits (or, if the Subsidiary in question prepares consolidated
accounts, whose total consolidated operating profits) attributable to the Issuer
represent (or, in the case of a Subsidiary acquired after the end of the financial period
to which the then latest audited consolidated accounts of the Issuer and its
Subsidiaries relate, are equal to) not less than 10 per cent. of the consolidated
operating profits of the Issuer and its Subsidiaries taken as a whole, all as calculated
respectively by reference to the then latest audited accounts (unconsolidated or, as the
case may be, consolidated) of the Subsidiary and the then latest audited consolidated
accounts of the Issuer and its Subsidiaries, provided that in the case of a Subsidiary
of the Issuer acquired after the end of the financial period to which the then latest
audited consolidated accounts of the Issuer and its Subsidiaries relate, the reference to
the then latest audited consolidated accounts of the Issuer and its Subsidiaries for the
purposes of the calculation above shall, until consolidated accounts for the financial
period in which the acquisition is made have been prepared and audited as aforesaid,
be deemed to be a reference to such first-mentioned accounts as if such Subsidiary
had been shown in such accounts by reference to its then latest relevant audited
accounts, adjusted as deemed appropriate by the Directors; or
(b) to which is transferred the whole or substantially the whole of the undertaking and
assets of a Subsidiary of the Issuer which immediately prior to such transfer is a
Principal Subsidiary, provided that the transferor Subsidiary shall upon such transfer
forthwith cease to be a Principal Subsidiary and the transferee Subsidiary shall cease
to be a Principal Subsidiary pursuant to this sub-paragraph (b) on the date on which
the consolidated accounts of the Issuer and its Subsidiaries for the financial period
current at the date of such transfer have been prepared and audited as aforesaid but so
that such transferor Subsidiary or such transferee Subsidiary may be a Principal
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	Subsidiary on or at any time after the date on which such consolidated accounts have
been prepared and audited as aforesaid by virtue of the provisions of sub-paragraph
(a) above or before, on or at any time after such date by virtue of the provisions of
this sub-paragraph (b) or sub-paragraph (c) below or at any time by virtue of the
provisions of sub-paragraph (d) below; or
(c) to which is transferred an undertaking or assets which, taken together with the
undertaking or assets of the transferee Subsidiary, generated (or, in the case of the
transferee Subsidiary being acquired after the end of the financial period to which the
then latest audited consolidated accounts of the Issuer and its Subsidiaries relate,
generate operating profits attributable to the Issuer equal to) not less than 10 per cent.
of the consolidated operating profits, of the Issuer and its Subsidiaries taken as a
whole, all as calculated as referred to in sub-paragraph (a) above, provided that the
transferor Subsidiary (if a Principal Subsidiary) shall upon such transfer forthwith
cease to be a Principal Subsidiary unless immediately following such transfer its
undertaking and assets generate (or, in the case aforesaid, generate operating profits
attributable to the Issuer equal to) not less than 10 per cent. of the consolidated
operating profit, of the Issuer and its Subsidiaries taken as a whole, all as calculated
as referred to in sub-paragraph (a) above, and the transferee Subsidiary shall cease to
be a Principal Subsidiary pursuant to this sub-paragraph (c) on the date on which the
consolidated accounts of the Issuer and its Subsidiaries for the financial period
current at the date of such transfer have been prepared and audited but so that such
transferor Subsidiary or such transferee Subsidiary may be a Principal Subsidiary on
or at any time after the date on which such consolidated accounts have been prepared
and audited as aforesaid by virtue of the provisions of sub-paragraph (a) above or
before, on or at any time after such date by virtue of the provisions of this sub-
paragraph (c) or sub-paragraph (b) above or at any time by virtue of the provisions of
sub-paragraph (d) below; or
(d) which has Indebtedness for Borrowed Money (as defined in Condition 9(c))
outstanding (or available under a committed bank facility) in an amount of at least
 £25,000,000 (or its equivalent in any other currency).
For the purposes of this definition if there shall at any time not be any relevant audited
consolidated accounts of the Issuer and its Subsidiaries, references thereto herein shall be
deemed to be references to a consolidation by the Directors of the relevant audited accounts
of the Issuer and its Subsidiaries.
A report by two Directors or one Director and the Company Secretary or the Director of
Treasury and Risk of the Issuer (as referred to in Clause 13) whether or not addressed to the
Trustee that in their opinion a Subsidiary of the Issuer is or is not or was or was not at any
particular time or throughout any specified period a Principal Subsidiary may be relied upon
by the Trustee without further enquiry or evidence and, if relied upon by the Trustee, shall, in
the absence of manifest error, be conclusive and binding on all parties;
"Programme" means the Euro Medium Term Note Programme established by, or otherwise
contemplated in, the Programme Agreement;
"Programme Agreement" means the agreement of even date herewith between the Issuer
and the Dealers named therein (or deemed named therein) concerning the purchase of Notes
to be issued pursuant to the Programme together with any agreement for the time being in
force amending, replacing, novating or modifying such agreement and any accession letters
and/or agreements supplemental thereto;
"Put Event" has the meaning set out in Condition 6(f);
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	"Relevant Date" has the meaning set out in Condition 7;
"repay", "redeem" and "pay" shall each include both of the others and cognate expressions
shall be construed accordingly;
"Series" means a Tranche of Notes together with any further Tranche or Tranches of Notes
which are (i) expressed to be consolidated and form a single series and (ii) identical in all
respects (including as to listing and admission to trading) except for their respective Issue
Dates, Interest Commencement Dates and/or Issue Prices and the expressions "Notes of the
relevant Series", "holders of Notes of the relevant Series" and related expressions shall be
construed accordingly;
"Stock Exchange" means the Irish Stock Exchange or any other or further stock exchange(s)
on which any Notes may from time to time be listed, and references in these presents to the
"relevant Stock Exchange" shall, in relation to any Notes, be references to the Stock
Exchange on which such Notes are, from time to time, or are intended to be, listed;
"Subsidiary" means any company which is for the time being a subsidiary (within the
meaning of Section 1159 of the Companies Act 2006);
"Successor" means, in relation to the Agent, the other Paying Agents and the Calculation
Agent, any successor to any one or more of them in relation to the Notes which shall become
such pursuant to the provisions of these presents and/or the Agency Agreement (as the case
may be) and/or such other or further agent, paying agents and calculation agent (as the case
may be) in relation to the Notes as may (with the prior approval of, and on terms previously
approved by, the Trustee in writing) from time to time be appointed as such, and/or, if
applicable, such other or further specified offices (in the case of the Agent and the other
Paying Agents being within the same city as those for which it is they are substituted) as may
from time to time be nominated, in each case by the Issuer, and (except in the case of the
initial appointments and specified offices made under and specified in the Conditions and/or
the Agency Agreement, as the case may be) notice of whose appointment or, as the case may
be, nomination has been given to the Noteholders;
"Talonholders" means the several persons who are for the time being holders of the Talons;
"Talons" means the talons (if any) appertaining to, and exchangeable in accordance with the
provisions therein contained for further Coupons appertaining to, the Definitive Notes (other
than Zero Coupon Notes), such talons being in the form or substantially in the form set out in
Part V of the Second Schedule or in such other form as may be agreed between the Issuer, the
Agent, the Trustee and the relevant Dealer(s) and includes any replacements for Talons issued
pursuant to Condition 10;
"Temporary Global Note" means a temporary global note in the form or substantially in the
form set out in Part I of the Second Schedule together with the copy of the applicable Pricing
Supplement annexed thereto with such modifications (if any) as may be agreed between the
Issuer, the Agent, the Trustee and the relevant Dealer(s), comprising some or all of the Notes
of the same Series, issued by the Issuer pursuant to the Programme Agreement or any other
agreement between the Issuer and the relevant Dealer(s) relating to the Programme, the
Agency Agreement and these presents;
"these presents" means this Trust Deed and the Schedules and any trust deed supplemental
hereto and the Schedules (if any) thereto and the Notes, the Coupons, the Talons, the
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	Conditions and, unless the context otherwise requires, the Pricing Supplement, all as from
time to time modified in accordance with the provisions herein or therein contained;
"Tranche" means all Notes which are identical in all respects (including as to listing and
admission to trading);
"Trust Corporation" means a corporation entitled by rules made under the Public Trustee
Act 1906 of Great Britain or entitled pursuant to any other comparable legislation applicable
to a trustee in any other jurisdiction to carry out the functions of a custodian trustee;
"Trustee Acts" means the Trustee Act 1925 and the Trustee Act 2000;
"Zero Coupon Note" means a Note on which no interest is payable;
words denoting the singular shall include the plural and vice versa;
words denoting one gender only shall include the other genders; and
words denoting persons only shall include firms and corporations and vice versa.
(B) (i) All references in these presents to principal and/or principal amount and/or interest in
respect of the Notes or to any moneys payable by the Issuer under these presents
shall, unless the context otherwise requires, be construed in accordance with
Condition 5(f).
(ii) All references in these presents to any statute or any provision of any statute shall be
deemed also to refer to any statutory modification or re-enactment thereof or any
statutory instrument, order or regulation made thereunder or under any such
modification or re-enactment.
(iii) All references in these presents to guarantees or to an obligation being guaranteed
shall be deemed to include respectively references to indemnities or to an indemnity
being given in respect thereof.
(iv) All references in these presents to any action, remedy or method of proceeding for the
enforcement of the rights of creditors shall be deemed to include, in respect of any
jurisdiction other than England, references to such action, remedy or method of
proceeding for the enforcement of the rights of creditors available or appropriate in
such jurisdiction as shall most nearly approximate to such action, remedy or method
of proceeding described or referred to in these presents.
(v) All references in these presents to Euroclear and/or Clearstream, Luxembourg shall,
whenever the context so permits, be deemed to include references to any additional or
alternative clearing system as is approved by the Issuer, the Agent and the Trustee or
as may otherwise be specified in the applicable Pricing Supplement.
(vi) Unless the context otherwise requires words or expressions used in these presents
shall bear the same meanings as in the Companies Act 2006 of Great Britain.
(vii) In this Trust Deed references to Schedules, Clauses, sub-clauses, paragraphs and sub-
paragraphs shall be construed as references to the Schedules to this Trust Deed and to
the Clauses, sub-clauses, paragraphs and sub-paragraphs of this Trust Deed
respectively.
(viii) In these presents tables of contents and Clause headings are included for ease of
reference and shall not affect the construction of these presents.
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	(C) Words and expressions defined in these presents or the Agency Agreement or used in the
applicable Pricing Supplement shall have the same meanings where used herein unless the
context otherwise requires or unless otherwise stated provided that, in the event of
inconsistency between the Agency Agreement and these presents, these presents shall prevail
and, in the event of inconsistency between the Agency Agreement or these presents and the
applicable Pricing Supplement, the applicable Pricing Supplement shall prevail.
(D) All references in these presents to the "relevant currency" shall be construed as references to
the currency in which payments in respect of the Notes and/or Coupons of the relevant Series
are to be made as indicated in the applicable Pricing Supplement.
(E) As used in these presents references to Notes having a "listing" or being "listed" on a Stock
Exchange shall, in relation to the Irish Stock Exchange, be construed to mean that such Notes
have been admitted to the Official List of the Irish Stock Exchange and admitted to trading on
the Irish Stock Exchange's Global Exchange Market.  The Global Exchange Market is not a
regulated market for the purposes of the Markets in Financial Instruments Directive
(2004/39/EC). The applicable Pricing Supplement relating to each Tranche of Notes will
specify whether such Notes are to be admitted to trading on the Irish Stock Exchange's Global
Exchange Market.  All references in these presents to "listing" and "listed" shall include
references to "quotation" and "quoted" respectively.
2. AMOUNT AND ISSUE OF THE NOTES
(A) Amount of the Notes, Pricing Supplement and Legal Opinions:
The Notes will be issued in Series in an aggregate nominal amount from time to time
outstanding not exceeding the Programme Limit from time to time and for the purpose of
determining such aggregate nominal amount Clause 3.5 of the Programme Agreement shall
apply.
By not later than 3.00 p.m. (London time) on the third London Business Day preceding each
proposed Issue Date, the Issuer shall deliver or cause to be delivered to the Trustee a copy of
the applicable Pricing Supplement and drafts of all legal opinions to be given in relation to the
relevant issue and shall notify the Trustee in writing without delay of the relevant Issue Date
and the nominal amount of the Notes to be issued.  Upon the issue of the relevant Notes, such
Notes shall become constituted by these presents without further formality.
Before the first issue of Notes occurring after each anniversary of this Trust Deed and on such
other occasions as the Trustee so requests (on the basis that the Trustee considers it necessary
in view of a change (or proposed change) in English law affecting the Issuer, these presents,
the Programme Agreement, the Agency Agreement or the Trustee has other grounds), the
Issuer will procure that (a) further legal opinion(s) (relating, if applicable, to any such change
or proposed change) in such form and with such content as the Trustee may require from the
legal advisers specified in the Programme Agreement or such other legal advisers as the
Trustee may require is/are delivered to the Trustee.  Whenever such a request is made with
respect to any Notes to be issued, the receipt of such opinion in a form satisfactory to the
Trustee shall be a further condition precedent to the issue of those Notes.
(B) Covenant to repay principal and to pay interest:
The Issuer covenants with the Trustee that it will, as and when the Notes of any Series or any
of them becomes due to be redeemed, or on such earlier as the same or any part thereof may
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	become due and repayable thereunder, in accordance with the Conditions, unconditionally
pay or procure to be paid to or to the order of the Trustee in the relevant currency in
immediately available funds the principal amount in respect of the Notes of such Series
becoming due for redemption on that date and (except in the case of Zero Coupon Notes)
shall in the meantime and until redemption in full of the Notes of such Series (both before and
after any judgment or other order of a court of competent jurisdiction) unconditionally pay or
procure to be paid to or to the order of the Trustee as aforesaid interest (which shall accrue
from day to day) on the nominal amount of the Notes outstanding of such Series at rates
and/or in amounts calculated from time to time in accordance with, or specified in, and on the
dates provided for in, the Conditions (subject to Clause 2(D)) PROVIDED THAT:
(i) every payment of principal or interest or other sum due in respect of the Notes made
to or to the order of the Agent in the manner provided in the Agency Agreement shall
be in satisfaction pro tanto of the relative covenant by the Issuer in this Clause
contained in relation to the Notes of such Series except to the extent that there is a
default in the subsequent payment thereof in accordance with the Conditions to the
relevant Noteholders or Couponholders (as the case may be);
(ii) in the case of any payment of principal which is not made to the Trustee or the Agent
on or before the due date or on or after accelerated maturity following an Event of
Default, interest shall continue to accrue on the nominal amount of the relevant Notes
(except in the case of Zero Coupon Notes to which the provisions of Condition 6(i)
shall apply) (both before and after any judgment or other order of a court of
competent jurisdiction) at the rates aforesaid (or, if higher, the rate of interest on
judgment debts for the time being provided by English law) up to and including the
date which the Trustee determines to be the date on and after which payment is to be
made in respect thereof as stated in a notice given to the holders of such Notes (such
date to be not later than 30 days after the day on which the whole of such principal
amount, together with an amount equal to the interest which has accrued and is to
accrue pursuant to this proviso up to and including that date, has been received by the
Trustee or the Agent); and
(iii) in any case where payment of the whole or any part of the principal amount of any
Note is improperly withheld or refused upon due presentation thereof (other than in
circumstances contemplated by (ii) above) interest shall accrue on the nominal
amount of such Note (except in the case of Zero Coupon Notes to which the
provisions of Condition 6(i) shall apply) payment of which has been so withheld or
refused (both before and after any judgment or other order of a court of competent
jurisdiction) at the rates aforesaid (or, if higher, the rate of interest on judgment debts
for the time being provided by English law) from the date of such withholding or
refusal until the date on which, upon further presentation of the relevant Note,
payment of the full amount (including interest as aforesaid) in the relevant currency
payable in respect of such Note is made or (if earlier) the seventh day after notice is
given to the relevant Noteholder(s) (whether individually or in accordance with
Condition 13) that the full amount (including interest as aforesaid) in the relevant
currency in respect of such Note is available for payment, PROVIDED THAT, upon
further presentation thereof being duly made, such payment is made.
The Trustee will hold the benefit of this covenant on trust for the Noteholders and the
Couponholders and itself in accordance with these presents.
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	(C) Trustee's requirements regarding Paying Agents etc:
At any time after an Event of Default or a Potential Event of Default shall have occurred or
the Notes of all or any Series shall otherwise have become due and repayable or the Trustee
shall have received any money which it proposes to pay under Clause 9 to the relevant
Noteholders and/or Couponholders, the Trustee may:
(i) by notice in writing to the Issuer, the Agent and the other Paying Agents require the
Agent and the other Paying Agents pursuant to the Agency Agreement:
(a) to act thereafter as Agent and other Paying Agents respectively of the Trustee
in relation to payments to be made by or on behalf of the Trustee under the
terms of these presents mutatis mutandis on the terms provided in the Agency
Agreement (save that the Trustee's liability under any provisions thereof for
the indemnification, remuneration and payment of out-of-pocket expenses of
the Agent and the other Paying Agents shall be limited to the amounts for the
time being held by the Trustee on the trusts of these presents relating to the
Notes of the relevant Series and available for such purpose) and thereafter to
hold all Notes and Coupons and all sums, documents and records held by
them in respect of Notes and Coupons on behalf of the Trustee; or
(b) to deliver up all Notes and Coupons and all sums, documents and records
held by them in respect of Notes and Coupons to the Trustee or as the Trustee
shall direct in such notice PROVIDED THAT such notice shall be deemed
not to apply to any documents or records which the Agent or other Paying
Agent is obliged not to release by any law or regulation; and
(ii) by notice in writing to the Issuer require it to make all subsequent payments in respect
of the Notes and Coupons to or to the order of the Trustee and not to the Agent and
with effect from the issue of any such notice to the Issuer and until such notice is
withdrawn proviso (i) to sub-clause (B) of this Clause relating to the Notes shall cease
to have effect.
(D) If the Floating Rate Notes of any Series become immediately due and repayable under
Condition 9 the rate and/or amount of interest payable in respect of them will be calculated by
the Agent or, as the case may be, the Calculation Agent at the same intervals as if such Notes
had not become due and repayable, the first of which will commence on the expiry of the
Interest Period during which the Notes of the relevant Series become so due and repayable
mutatis mutandis in accordance with the provisions of Condition 4 except that the rates of
interest need not be published.
(E) Currency of payments:
All payments in respect of, under and in connection with these presents and the Notes of any
Series to the relevant Noteholders and Couponholders shall be made in the relevant currency.
(F) Further Notes:
The Issuer shall be at liberty from time to time (but subject always to the provisions of these
presents) without the consent of the Noteholders or Couponholders to create and issue further
Notes having terms and conditions the same as the Notes of any Series (or the same in all
respects save for the amount and date of the first payment of interest thereon) and so that the
same shall be consolidated and form a single series with the outstanding Notes of a particular
Series.
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	(G) Separate Series:
The Notes of each Series shall form a separate Series of Notes and accordingly, unless for any
purpose the Trustee in its absolute discretion shall otherwise determine, the provisions of this
Clause and of Clauses 3 to 20 (both inclusive) and 21(B) and the Third Schedule shall apply
mutatis mutandis separately and independently to the Notes of each Series and in such
Clauses and Schedule the expressions "Notes", "Noteholders", "Coupons",
"Couponholders", "Talons" and "Talonholders" shall be construed accordingly.
3. FORMS OF THE NOTES
(A) Global Notes:
(i) The Notes of each Tranche will initially be represented by either a single Temporary
Global Note or a single Permanent Global Note, as indicated in the applicable Pricing
Supplement.  Each Temporary Global Note shall be exchangeable, upon a request as
described therein, for either Definitive Notes together with (except in the case of Zero
Coupon Notes) Coupons and, where applicable, Talons attached, or a Permanent
Global Note in each case in accordance with the provisions of such Temporary
Global Note.  Each Permanent Global Note shall be exchangeable for Definitive
Notes together with (except in the case of Zero Coupon Notes) Coupons and, where
applicable, Talons attached, in accordance with the provisions of such Permanent
Global Note.  All Global Notes shall be prepared, completed and delivered to a
common depositary for Euroclear and Clearstream, Luxembourg in accordance with
the provisions of the Programme Agreement or to another appropriate depositary in
accordance with any other agreement between the Issuer and the relevant Dealer(s)
and, in each case, the Agency Agreement.
(ii) Each Temporary Global Note shall be printed or typed in the form or substantially in
the form set out in Part I of the Second Schedule and may be a facsimile.  Each
Temporary Global Note shall have annexed thereto a copy of the applicable Pricing
Supplement and shall be signed manually or in facsimile by a person duly authorised
by the Issuer on behalf of the Issuer and shall be authenticated by or on behalf of the
Agent.  Each Temporary Global Note so executed and authenticated shall be a
binding and valid obligation of the Issuer and title thereto shall pass by delivery.
(iii) Each Permanent Global Note shall be printed or typed in the form or substantially in
the form set out in Part II of the Second Schedule and may be a facsimile.  Each
Permanent Global Note shall have annexed thereto a copy of the applicable Pricing
Supplement and shall be signed manually or in facsimile by a person duly authorised
by the Issuer on behalf of the Issuer and shall be authenticated by or on behalf of the
Agent.  Each Permanent Global Note so executed and authenticated shall be a binding
and valid obligation of the Issuer and title thereto shall pass by delivery.
(B) Definitive Notes:
(i) The Definitive Notes, the Coupons and the Talons shall be to bearer in the respective
forms or substantially in the respective forms set out in Parts III, IV and V,
respectively, of the Second Schedule. The Definitive Notes, the Coupons and the
Talons shall be serially numbered and, if listed or quoted, shall be security printed in
accordance with the requirements (if any) from time to time of the relevant Stock
Exchange and the relevant Conditions may be incorporated by reference into such
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	Definitive Notes unless not so permitted by the relevant Stock Exchange (if any), or
the Definitive Notes shall be endorsed with or have attached thereto the relevant
Conditions, and, in either such case, the Definitive Notes shall have endorsed thereon
or attached thereto a copy of the applicable Pricing Supplement (or the relevant
provisions thereof).  Title to the Definitive Notes, the Coupons and the Talons shall
pass by delivery.
(ii) The Definitive Notes shall be signed manually or in facsimile by a person duly
authorised by the Issuer on behalf of the Issuer and shall be authenticated by or on
behalf of the Agent.  The Definitive Notes so executed and authenticated, and  the
Coupons and Talons, upon execution and authentication of the relevant Definitive
Notes, shall be binding and valid obligations of the Issuer. The Coupons and the
Talons shall not be signed.  No Definitive Note and none of the Coupons or Talons
appertaining to such Definitive Note shall be binding or valid until such Definitive
Note shall have been executed and authenticated as aforesaid.
(C) Facsimile signatures:
The Issuer may use the facsimile signature of any person who at the date such signature is
affixed to a Note is duly authorised by the Issuer notwithstanding that at the time of issue of
any of the Notes he may have ceased for any reason to be the holder of such office or so
authorised.
(D) Persons to be treated as Noteholders:
Except as ordered by a court of competent jurisdiction or as required by law, the Issuer, the
Trustee, the Agent and the other Paying Agents (notwithstanding any notice to the contrary
and whether or not it is overdue and notwithstanding any notation of ownership or writing
thereon or notice of any previous loss or theft thereof) may (i) (a) for the purpose of making
payment thereon or on account thereof deem and treat the bearer of any Global Note,
Definitive Note, Coupon or Talon as the absolute owner thereof and of all rights thereunder
free from all encumbrances, and shall not be required to obtain proof of such ownership or as
to the identity of the bearer and (ii) for all other purposes deem and treat:
(a) the bearer of any Definitive Note, Coupon or Talon; and
(b) each person for the time being shown in the records of Euroclear or Clearstream,
Luxembourg or such other additional or alternative clearing system approved by the
Issuer, the Trustee and the Agent, as having a particular nominal amount of Notes
credited to his securities account,
as the absolute owner thereof free from all encumbrances and shall not be required to obtain
proof of such ownership (other than, in the case of any person for the time being so shown in
such records, a certificate or letter of confirmation signed on behalf of Euroclear or
Clearstream, Luxembourg or any other form of record made by any of them) or as to the
identity of the bearer of any Global Note, Definitive Note, Coupon or Talon.
(E) Certificates of Euroclear, Clearstream, Luxembourg:
The Issuer and the Trustee may call for and, except in the case of manifest error, shall be at
liberty to accept and place full reliance on as sufficient evidence thereof a certificate or letter
of confirmation issued on behalf of Euroclear, or Clearstream, Luxembourg or any form of
record made by any of them or such other form of evidence and/or information and/or
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	certification as it shall, in its absolute discretion, think fit to the effect that at any particular
time or throughout any particular period any particular person is, was, or will be, shown in its
records as the holder of a particular nominal amount of Notes represented by a Global Note
and, if it does so rely, such letter of confirmation, form of record, evidence, information or
certification shall be conclusive and binding on all concerned.
4. FEES, DUTIES AND TAXES
The Issuer will pay any stamp, issue, registration, documentary and other fees, duties and
taxes, including interest and penalties, payable on or in connection with (i) the execution and
delivery of these presents, (ii) the constitution and original issue of the Notes and the
Coupons and (iii) any action taken by or on behalf of the Trustee or (where permitted under
these presents so to do) any Noteholder or Couponholder to enforce, or to resolve any doubt
concerning, or for any other purpose in relation to, these presents.
5. COVENANT OF COMPLIANCE
The Issuer covenants with the Trustee that it will comply with and perform and observe all the
provisions of these presents which are expressed to be binding on it. The Conditions shall be
binding on the Issuer, the Noteholders and the Couponholders. The Trustee shall be entitled to
enforce the obligations of the Issuer under the Notes and the Coupons as if the same were set
out and contained in this Trust Deed, which shall be read and construed as one document with
the Notes and the Coupons.  The Trustee shall hold the benefit of this covenant upon trust for
itself and the Noteholders and the Couponholders according to its and their respective
interests.
6. CANCELLATION OF NOTES AND RECORDS
(A) The Issuer shall procure that all Notes issued by it (i) redeemed or (ii) purchased by or on
behalf of the Issuer or any Subsidiary of the Issuer or (iii) which, being mutilated or defaced,
have been surrendered and replaced pursuant to Condition 10 (together in each case, in the
case of Definitive Notes, with all unmatured Coupons and Talons attached thereto or
delivered therewith), and all Coupons paid in accordance with the relevant Conditions or
which, being mutilated or defaced, have been surrendered and replaced pursuant to
Condition 10, shall forthwith be cancelled by or on behalf of the Issuer and a certificate
stating:
(a) the aggregate principal amount of Notes which have been redeemed and the aggregate
amounts in respect of and Coupons which have been paid;
(b) the serial numbers of such Notes in definitive form;
(c) the total numbers (where applicable, of each denomination) by maturity date of such
Coupons;
(d) the aggregate amount of interest paid (and the due dates of such payments) on Global
Notes;
(e) the aggregate nominal amount of Notes (if any) which have been purchased by or on
behalf of the Issuer or any Subsidiary of the Issuer and cancelled and the serial
numbers of such Notes in definitive form and, in the case of Definitive Notes, the
total number (where applicable, of each denomination) by maturity date of the
Coupons and Talons attached thereto or surrendered therewith;
(f) the aggregate nominal amounts of Notes and the aggregate amounts in respect of
Coupons which have been so surrendered and replaced and the serial numbers of such
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	Notes in definitive form and the total number (where applicable, of each
denomination) by maturity date of such Coupons and Talons;
(g) the total number (where applicable, of each denomination) by maturity date of the
unmatured Coupons missing from Definitive Notes bearing interest at a fixed rate
which have been redeemed or surrendered and replaced and the serial numbers of the
Definitive Notes to which such missing unmatured Coupons appertained; and
(h) the total number (where applicable, of each denomination) by maturity date of Talons
which have been exchanged for further Coupons
shall be given to the Trustee by or on behalf of the Issuer as soon as possible and in any event
within four months after the date of such redemption, purchase, payment, exchange or
replacement (as the case may be). The Trustee may accept such certificate as conclusive
evidence of redemption, purchase or replacement pro tanto of the Notes or payment of
interest thereon or exchange of the relative Talons respectively and of cancellation of the
relative Notes and Coupons.
(B) The Issuer shall procure (i) that the Agent shall keep a full and complete record of all Notes,
Coupons and Talons issued by it (other than serial numbers of Coupons) and of their
redemption or purchase by or on behalf of the Issuer or any Subsidiary of the Issuer, any
cancellation or any payment (as the case may be) and of all replacement notes, coupons or
talons issued in substitution for lost, stolen, mutilated, defaced or destroyed Notes, Coupons
or Talons, (ii) that the Agent shall in respect of the Coupons of each maturity retain (in the
case of Coupons other than Talons) until the expiry of 10 years from the Relevant Date in
respect of such Coupons and (in the case of Talons indefinitely) either all paid or exchanged
Coupons of that maturity or a list of the serial numbers of Coupons of that maturity still
remaining unpaid or unexchanged and (iii) that such records and Coupons (if any) shall be
made available to the Trustee at all reasonable times.
7. NON-PAYMENT
Proof that as regards any specified Note or Coupon the Issuer has made default in paying any
amount due in respect of such Note or Coupon shall (unless the contrary be proved) be
sufficient evidence that the same default has been made as regards all other Notes or Coupons
(as the case may be) in respect of which the relevant amount is due and payable.
8. PROCEEDINGS, ACTION AND INDEMNIFICATION
(A) The Trustee shall not be bound to take any action or proceedings mentioned in Conditions 9
or any other action in relation to these presents unless respectively directed or requested to do
so (i) by an Extraordinary Resolution or (ii) in writing by the holders of at least one-quarter in
aggregate nominal amount of the Notes then outstanding and in either case then only if it shall
be indemnified and/or secured and/or pre-funded to its satisfaction against all Liabilities to
which it may thereby render itself liable or which it may incur by so doing.
(B) Only the Trustee may enforce the provisions of these presents. No Noteholder or
Couponholder shall be entitled to proceed directly against the Issuer to enforce the
performance of any of the provisions of these presents unless the Trustee having become
bound as aforesaid to take proceedings fails to do so within a reasonable period and such
failure is continuing.
9. APPLICATION OF MONEYS
All moneys received by the Trustee under these presents from the Issuer (including any
moneys which represent principal or interest in respect of Notes or Coupons which have
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	become void or in respect of which claims have become prescribed under Condition 8) shall,
unless and to the extent attributable, in the opinion of the Trustee, to a particular Series of the
Notes, be apportioned pari passu and rateably between each Series of the Notes, and all
moneys received by the Trustee under these presents from the Issuer to the extent attributable
in the opinion of the Trustee to a particular Series of the Notes or which are apportioned to
such Series as aforesaid, be held by the Trustee upon trust to apply them (subject to
Clause 11):
FIRST in payment or satisfaction of all amounts then due and unpaid under Clauses 14 and/or
15(J) to the Trustee and/or any Appointee;
SECONDLY in or towards payment pari passu and rateably of all principal and interest then
due and unpaid in respect of the Notes of that Series;
THIRDLY in or towards payment pari passu and rateably of all principal and interest then
due and unpaid in respect of the Notes of each other Series; and
FOURTHLY in payment of the balance (if any) to the Issuer (without prejudice to, or liability
in respect of, any question as to how such payment to the Issuer shall be dealt with as between
the Issuer and any other person).
Without prejudice to this Clause 9, if the Trustee holds any moneys which represent principal
or interest in respect of Notes which have become void or in respect of which claims have
been prescribed under Condition 8, the Trustee will hold such moneys on the above trusts.
10. NOTICE OF PAYMENTS
The Trustee shall give notice to the relevant Noteholders in accordance with Condition 13 of
the day fixed for any payment to them under Clause 9. Such payment may be made in
accordance with Condition 5 and any payment so made shall be a good discharge to the
Trustee.
11. INVESTMENT BY TRUSTEE
(A) The Trustee may at its discretion and pending payment invest moneys at any time available
for the payment of principal, premium (if any) and interest on the Securities in some or one of
the investments hereinafter authorised for such periods as it may consider expedient with
power from time to time at the like discretion to vary such investments.  All interest and other
income deriving from such investment shall be applied first in payment or satisfaction of all
amounts then due and unpaid under Clauses 14 and 15(J) to the Trustee and/or any Appointee
and otherwise held for the benefit of and paid to the Holders or Couponholders, as the case
may be.
(B) Any moneys which under the trusts of these presents ought to or may be invested by the
Trustee may be invested in the name or under the control of the Trustee in any investments or
other assets in any part of the world whether or not they produce income or by placing the
same on deposit in the name or under the control of the Trustee at such bank or other financial
institution and in such currency as the Trustee may 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 amount of interest which would, at then current rates, be
payable by it on such a deposit to an independent customer.  The Trustee may at any time
vary any such investments for or into other investments or convert any moneys so deposited
into any other currency and shall not be responsible for any loss resulting from any such
investments or deposits, whether due to depreciation in value, fluctuations in exchange rates
or otherwise.
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	12. PARTIAL PAYMENTS
Upon any payment under Clause 9 (other than payment in full against surrender of a Note or
Coupon) the Note or Coupon in respect of which such payment is made shall be produced to
the Trustee, the Paying Agent by or through whom such payment is made and the Trustee
shall or shall cause such Paying Agent to enface thereon a memorandum of the amount and
the date of payment but the Trustee may in any particular case dispense with such production
and enfacement upon such indemnity being given as it shall think sufficient.
13. COVENANTS BY THE ISSUER
The Issuer covenants with the Trustee that, so long as any of the Notes remains outstanding
(or, in the case of paragraphs (viii), (ix), (xiii), (xiv), (xvi) and (xviii) so long as any of such
Notes or the relative Coupons remains liable to prescription or, in the case of paragraph (xv),
until the expiry of a period of 30 days after the Relevant Date in respect of the payment of
principal in respect of all such Notes remaining outstanding at such time) it shall:
(i) at all times carry on and conduct its affairs and procure its Subsidiaries to carry on
and conduct their respective affairs in a proper and efficient manner;
(ii) give or procure to be given to the Trustee such opinions, certificates and information
as it shall require and in such form as it shall require (including without limitation the
procurement of all such certificates called for by the Trustee pursuant to
Clause 15(C)) for the purpose of the discharge or exercise of the duties, trusts,
powers, authorities and discretions vested in it under these presents or by operation of
law;
(iii) cause to be prepared and certified by its Auditors in respect of each financial
accounting period accounts in such form as will comply with all relevant legal and
accounting requirements and all requirements for the time being of the relevant Stock
Exchange;
(iv) at all times keep and procure its Subsidiaries to keep proper books of account and, at
any time after the occurrence of an Event of Default or a Potential Event of Default or
if the Trustee has reasonable grounds to believe that any such event has occurred or is
about to occur, so far as permitted by applicable law, allow, and procure that any
Subsidiary shall allow,  the Trustee and any person appointed by the Trustee to whom
the Issuer or the relevant Subsidiary shall have no reasonable objection, free access to
such books of account at all reasonable times during normal business hours;
(v) send to the Trustee (in addition to any copies to which it may be entitled as a holder
of any securities of the Issuer) two copies in English of every balance sheet, profit
and loss account, report, circular and notice of general meeting and every other
document issued or sent to its shareholders together with any of the foregoing, and
every document issued or sent to holders of securities other than its shareholders
(including the Noteholders) as soon as practicable after the issue or publication
thereof;
(vi) forthwith give notice in writing to the Trustee of the coming into existence of any
Security Interest (as defined in Condition 3) which would require any security to be
given to the Notes pursuant to Condition 3 or of the occurrence of any Event of
Default, Potential Event of Default, Change of Control, Step Up Rating Change, Step
Down Rating Change or Put Event and without waiting for the trustee to take further
action;
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	(vii) give to the Trustee (a) within seven days after demand by the Trustee therefor and
(b) (without the necessity for any such demand) promptly after the publication of its
audited accounts in respect of each financial year commencing with the financial year
ending 31 December 2005 and in any event not later than 180 days after the end of
each such financial year a certificate signed by two of its Directors to the effect that
as at a date not more than seven days before delivering such certificate (the "relevant
certification date") there did not exist and had not existed since the relevant
certification date of the previous certificate (or, in the case of the first such certificate,
the date hereof) any Event of Default or any Potential Event of Default (or if such
exists or existed specifying the same) and that during the period from and including
the relevant certification date of the last such certificate (or, in the case of the first
such certificate, the date hereof) to and including the relevant certification date of
such certificate that it has complied with all its obligations contained in these presents
or (if such is not the case) specifying the respects in which it has not complied;
(viii) at all times execute and do all such further documents, acts and things as may be
necessary at any time or times in the opinion of the Trustee for the purpose of
discharging its functions under, or giving effect to, these presents;
(ix) at all times maintain an Agent and other Paying Agents in accordance with the
Conditions;
(x) procure the Agent to notify the Trustee forthwith in the event that it does not, on or
before the due date for any payment in respect of the Notes or any of the relative
Coupons, receive unconditionally pursuant to the Agency Agreement payment of the
full amount in the requisite currency of the moneys payable on such due date on all
such Notes or Coupons as the case may be;
(xi) in the event of the unconditional payment to the Agent or the Trustee of any sum due
in respect of the Notes or any of them or any of the relative Coupons being made after
the due date for payment thereof forthwith give or procure to be given notice to the
relevant Noteholders in accordance with Condition 13 that such payment has been
made;
(xii) use its reasonable endeavours to maintain the quotation or listing on the relevant
Stock Exchange of those of the Notes which are quoted or listed on the relevant Stock
Exchange or, if it is unable to do so having used such endeavours, use its reasonable
endeavours to obtain and maintain a quotation or listing of such Notes on such other
stock exchange or exchanges or securities market or markets as the Issuer may (with
the prior written approval of the Trustee) decide and also upon obtaining a quotation
or listing of such Notes issued by it on such other stock exchange or exchanges or
securities market or markets enter into a trust deed supplemental to this Trust Deed to
effect such consequential amendments to these presents as the Trustee may require or
as shall be requisite to comply with the requirements of any such stock exchange or
securities market;
(xiii) give notice to the Noteholders in accordance with Condition 13 of any appointment,
resignation or removal of any Agent, Calculation Agent or other Paying Agent (other
than the appointment of the initial Agent, Calculation Agent and other Paying
Agents) after having obtained the prior written approval of the Trustee thereto or any
change of any Paying Agent's specified office and (except as provided by the Agency
Agreement or the Conditions) at least 30 days prior to such event taking effect;
PROVIDED ALWAYS THAT so long as any of the Notes remains outstanding in the
case of the termination of the appointment of the Calculation Agent or so long as any
of the Notes or Coupons remains liable to prescription in the case of the termination
of the appointment of the Agent no such termination shall take effect until a new
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	Agent or Calculation Agent (as the case may be) has been appointed on terms
previously approved in writing by the Trustee;
(xiv) obtain the prior written approval of the Trustee to, and promptly give to the Trustee
two copies of, the form of every notice given to the Noteholders in accordance with
Condition 13 (such approval, unless so expressed, not to constitute approval of any
such notice for the purposes of Section 21 of the Financial Services and Markets Act
2000 (the "FSMA") of a communication within the meaning of Section 21 of the
FSMA);
(xv) if payments by the Issuer of principal or interest in respect of the Notes or relative
Coupons shall become subject generally to the taxing jurisdiction of any territory or
any political sub-division or any authority therein or thereof having power to tax
other than or in addition to the United Kingdom or any political sub-division or any
authority therein or thereof having power to tax, immediately upon becoming aware
thereof notify the Trustee of such event and (unless the Trustee otherwise agrees)
enter forthwith into a trust deed supplemental to this Trust Deed, giving to the Trustee
an undertaking or covenant in form and manner satisfactory to the Trustee in terms
corresponding to the terms of Condition 7 with the substitution for (or, as the case
may be, the addition to) the references therein to the United Kingdom or any political
sub-division thereof or any authority therein or thereof having power to tax of
references to that other or additional territory or any political sub-division thereof or
any authority therein or thereof having power to tax to whose taxing jurisdiction such
payments shall have become subject as aforesaid; such trust deed also (where
applicable) to modify Condition 6(b) so that such Condition shall make reference to
the other or additional territory, any political sub-division thereof and any authority
therein or thereof having power to tax;
(xvi) comply with and perform all its obligations under the Agency Agreement and use its
reasonable endeavours to procure that the Agent and the other Paying Agents comply
with and perform all their respective obligations thereunder and any notice given by
the Trustee pursuant to Clause 2(C)(i) and not make any amendment or modification
to such Agreement without the prior written approval of the Trustee;
(xvii) in order to enable the Trustee to ascertain the nominal amount of the Notes of each
Series for the time being outstanding for any of the purposes referred to in the proviso
to the definition of "outstanding" in Clause 1, deliver to the Trustee as soon as
practicable upon being so requested in writing by the Trustee a certificate in writing
signed by two of its Directors, setting out the total number and aggregate nominal
amount of the Notes of each Series issued which:
(a) up to and including the date of such certificate have been purchased by the
Issuer, any Subsidiary of the Issuer, any holding company of the Issuer or any
Subsidiary of such holding company and cancelled; and
(b) are at the date of such certificate held by, for the benefit of, or on behalf of,
the Issuer, any Subsidiary of the Issuer, any holding company of the Issuer or
any Subsidiary of such holding company;
(xviii) procure its Subsidiaries to comply with all applicable provisions of Condition 6(g);
(xix) procure that each of the Paying Agents makes available for inspection by Noteholders
and Couponholders at its specified office copies of these presents, the Agency
Agreement and the then latest audited balance sheet and profit and loss account
(consolidated if applicable) of the Issuer;
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	(xx) if, in accordance with the provisions of the Conditions, interest in respect of the Notes
becomes payable at the specified office of any Paying Agent in the United States of
America promptly give notice thereof to the relative Noteholders in accordance with
Condition 13;
(xxi) give prior notice to the Trustee of any proposed redemption pursuant to Condition
6(b) or 6(c) and, if it shall have given notice to the Noteholders of its intention to
redeem any Notes pursuant to Condition 6(c), duly proceed to make drawings (if
appropriate) and to redeem Notes accordingly;
(xxii) promptly provide the Trustee with copies of all supplements and/or amendments
and/or restatements of the Programme Agreement;
(xxiii) give to the Trustee at the same time as sending to it the certificates referred to in
paragraph (vii) above, a certificate signed by two Directors of the Issuer addressed to
the Trustee (with a form and content satisfactory to the Trustee) listing those
Subsidiaries of the Issuer which as at the last day of the most recently ended financial
year of the Issuer were Principal Subsidiaries for the purposes of Condition 9;
(xxiv) give to the Trustee, as soon as reasonably practicable after the acquisition or disposal
of any company which thereby becomes or ceases to be a Principal Subsidiary or after
any transfer is made to any Subsidiary of the Issuer which thereby becomes a
Principal Subsidiary or after any Subsidiary becomes or ceases to be a Principal
Subsidiary by virtue of paragraph (d) of the definition of Principal Subsidiary, a
certificate by one Director and either the Company Secretary or the Director of
Treasury and Risk of the Issuer addressed to the Trustee (with a form and content
satisfactory to the Trustee) to such effect;
(xxv) notify the Trustee of any change to the rating of the Notes or the Issuer;
(xxvi) upon due surrender in accordance with the Conditions, pay the face value of all
Coupons (including Coupons issued in exchange for Talons) appertaining to all Notes
purchased by the Issuer or any Subsidiary of the Issuer;
(xxvii) use its reasonable endeavours to procure that Euroclear and/or Clearstream,
Luxembourg (as the case may be) issue(s) any certificate or other document requested
by the Trustee under Clause 3(F) as soon as practicable after such request;
(xxviii) following the receipt of a request from the Trustee for a determination as to the
source and character for U.S. federal income tax purposes of any payment to be made
by it pursuant to this Trust Deed, the Notes or the Agency Agreement to enable the
Trustee to determine whether or not it is obliged, in respect of any payments to be
made by it hereunder or under the Notes or the Agency Agreement, to make any
FATCA Withholding, to use reasonable efforts to make such determination and to
notify the Trustee the outcome of such determination; and
(xxix) upon request from the Trustee, the Issuer shall provide to the Trustee, and consents to
the collection and processing by the Trustee of, any authorisations, waivers, forms,
documentation and other information relating to its status (or the status of its direct or
indirect owners or Noteholders) or otherwise (to the extent available to it) which in
the opinion of the Trustee is required to be reported or provided under FATCA
("FATCA Information").
The Issuer further consents to the disclosure, transfer and reporting of such FATCA
Information to any relevant government or taxing authority, any member of the
Trustee's group, any sub-contractors, agents, service providers or associates of the
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	Trustee’s group, and any person making payments to the Trustee or a member of the
Trustee's group, including transfers to jurisdictions which do not have strict data
protection or similar laws, to the extent that the Trustee determines that such
disclosure, transfer or reporting is necessary or warranted to facilitate compliance
with FATCA. The Issuer agrees to inform the Trustee promptly, and in any event,
within 30 calendar days in writing if there are any changes to the FATCA Information
supplied to the Trustee from time to time. The Issuer warrants that each person whose
FATCA Information it provides (or has provided) to the Trustee has been given such
information, and has given such consent, as may be necessary to permit the
collection, processing, disclosure, transfer and reporting of their information as set
out in this Clause 13(xxix).
14. REMUNERATION AND INDEMNIFICATION OF TRUSTEE
(A) The Issuer shall pay to the Trustee, by way of remuneration for its services as trustee of these
presents, such amount as shall be agreed from time to time by exchange of letters between the
Issuer and the Trustee. Such remuneration shall accrue from day to day and be payable (in
priority to payments to Noteholders and Couponholders) up to and including the date when,
all the Notes having become due for redemption, the redemption moneys and interest thereon
to the date of redemption have been paid to the Agent or the Trustee PROVIDED THAT if
upon due presentation of any Note or Coupon or any cheque payment of the moneys due in
respect thereof is improperly withheld or refused, remuneration will be deemed not to have
ceased to accrue and will continue to accrue until payment to such Noteholder or
Couponholder is duly made.
(B) In the event of the occurrence of an Event of Default or a Potential Event of Default or the
Trustee considering it expedient or necessary or being requested by the Issuer to undertake
duties which the Trustee and the Issuer agree to be of an exceptional nature or otherwise
outside the scope of the normal duties of the Trustee under these presents the Issuer shall pay
to the Trustee such additional remuneration as shall be agreed between them.
(C) The Issuer shall in addition pay to the Trustee an amount equal to the amount of any value
added tax or similar tax chargeable in respect of its remuneration under these presents.
(D) In the event of the Trustee and the Issuer failing to agree:
(1) (in a case to which sub-clause (A) above applies) upon the amount of the
remuneration; or
(2) (in a case to which sub-clause (B) above applies) upon whether such duties shall be of
an exceptional nature or otherwise outside the scope of the normal duties of the
Trustee under these presents, or upon such additional remuneration,
such matters shall be determined by a person (acting as an expert and not as an arbitrator)
selected by the Trustee and approved by the Issuer or, failing such approval, nominated (on
the application of the Trustee) by the President for the time being of The Law Society of
England and Wales (the expenses involved in such nomination and the fees of such person
being payable by the Issuer) and the determination of any such person shall be final and
binding upon the Trustee and the Issuer.
(E) The Issuer shall also pay or discharge all Liabilities and fees incurred by the Trustee in
relation to the preparation and execution of the exercise of its powers and the performance of
its duties under, and in any other manner in relation to, these presents and the Agency
Agreement, including but not limited to reasonable legal and travelling expenses and any
stamp, issue, registration, documentary and other taxes or duties paid or payable by the
Trustee in connection with any action taken by or on behalf of the Trustee for enforcing, or
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	resolving any doubt concerning, or for any other purpose in relation to, these presents and the
Agency Agreement.
(F) All amounts payable pursuant to sub-clause (E) above and/or Clause 15(J) shall be payable by
the Issuer on the date specified in a demand by the Trustee and in the case of payments
actually made by the Trustee prior to such demand shall (if not paid within three days after
such demand and the Trustee so requires) carry interest at the rate of three per cent. per
annum above the Base Rate from time to time of HSBC Bank plc from the date specified in
such demand, and in all other cases shall (if not paid on the date specified in such demand or,
if later, within three days after such demand and, in either case, the Trustee so requires) carry
interest at such rate from the date specified in such demand. All remuneration payable to the
Trustee shall carry interest at such rate from the due date therefor.
(G) Unless otherwise specifically stated in any discharge of these presents the provisions of this
Clause and Clause 15(J) shall continue in full force and effect in relation to the period during
which the Trustee was trustee of these presents notwithstanding such discharge.
(H) The Trustee shall be entitled in its absolute discretion to determine in respect of which Series
of Notes any Liabilities incurred under these presents have been incurred or to allocate any
such Liabilities between the Notes of any Series.
15. SUPPLEMENT TO TRUSTEE ACTS
Section 1 of the Trustee Act 2000 shall not apply to the duties of the Trustee in relation to the
trusts constituted by these presents. Where there are any inconsistencies between the Trustee
Acts and the provisions of these presents, the provisions of these presents shall, to the extent
allowed by law, prevail and, in the case of any such inconsistency with the Trustee Act 2000,
the provisions of these presents shall constitute a restriction or exclusion for the purposes of
that Act.
The Trustee shall have all the powers conferred upon trustees by the Trustee Acts and by way
of supplement thereto it is expressly declared as follows:
(A) The Trustee may in relation to these presents act on the advice or opinion of or report
or any information obtained from any lawyer, valuer, accountant (including the
Auditors), surveyor, banker, broker, auctioneer or other expert whether obtained by
the Issuer, the Trustee or otherwise whether or not addressed to the Trustee, or any
engagement letter or other related document, which contains a monetary or other limit
on liability or limits the scope and/or basis of such advice, opinion, report or
information and shall not be responsible for any Liability occasioned by so acting.
(B) Any such advice, opinion or information may be sent or obtained by letter, telex,
telegram, facsimile transmission, electronic mail or cable and the Trustee shall not be
liable for acting on any advice, opinion or information purporting to be conveyed by
any such letter, telex, telegram, facsimile transmission, electronic mail or cable
although the same shall contain some error or shall not be authentic.
(C) The Trustee may call for and shall be at liberty to accept as sufficient evidence of any
fact or matter or the expediency of any transaction or thing a certificate signed by two
of the Directors of the Issuer or two authorised signatories of any other party and the
Trustee shall not be bound in any such case to call for further evidence or be
responsible for any Liability that may be occasioned by it or any other person acting
on such certificate.
(D) The Trustee shall be at liberty to hold these presents and any other documents relating
thereto or to deposit them in any part of the world with any banker or banking
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	company or company whose business includes undertaking the safe custody of
documents or lawyer or firm of lawyers considered by the Trustee to be of good
repute and the Trustee shall not be responsible for or required to insure against any
Liability incurred in connection with any such holding or deposit and may pay all
sums required to be paid on account of or in respect of any such deposit.
(E) The Trustee shall not be responsible for the receipt or application of the proceeds of
the issue of any of the Notes by the Issuer, the exchange of any Global Note for
another Global Note or Definitive Notes or the delivery of any Global Note or
Definitive Notes to the person(s) entitled to it or them.
(F) The Trustee shall not be bound to give notice to any person of the execution of any
documents comprised or referred to in these presents or to take any steps to ascertain
whether any Event of Default, Potential Event of Default, Change of Control, Step Up
Rating Change, Step Down Rating Change or Put Event has occurred and, until it
shall have actual knowledge or express notice pursuant to these presents to the
contrary, the Trustee shall be entitled to assume that no Event of Default, Potential
Event of Default, Change of Control, Step Up Rating Change, Step Down Rating
Change or Put Event has occurred and that the Issuer is observing and performing all
its obligations under these presents.
(G) Save as expressly otherwise provided in these presents, the Trustee shall have
absolute and uncontrolled discretion as to the exercise or non-exercise of its trusts,
powers, authorities and discretions under these presents (the exercise or non-exercise
of which as between the Trustee and the Noteholders and the Couponholders shall be
conclusive and binding on the Noteholders and the Couponholders) and shall not be
responsible for any Liability which may result from their exercise or non-exercise.
(H) The Trustee shall not be liable to any person by reason of having acted upon any
Extraordinary Resolution in writing or any Extraordinary Resolution or other
resolution purporting to have been passed at any meeting of the holders of Notes of
all or any Series in respect whereof minutes have been made and signed or any
direction or request of the holders of the Notes of all or any Series even though
subsequent to its acting it may be found that there was some defect in the constitution
of the meeting or the passing of the resolution, (in the case of an Extraordinary
Resolution in writing) that not all such holders had signed the Extraordinary
Resolution or (in the case of a direction or request) it was not signed by the requisite
number of holders) or that for any reason the resolution, direction or request was not
valid or binding upon such holders and the relative Couponholders.
(I) The Trustee shall not be liable to any person by reason of having accepted as valid or
not having rejected any Note or Coupon purporting to be such and subsequently
found to be forged or not authentic.
(J) Without prejudice to the right of indemnity by law given to trustees, the Issuer shall
indemnify the Trustee and every Appointee and keep it or him indemnified against all
Liabilities to which it or he may be or become subject or which may be incurred by it
or him in the negotiation and preparation of these presents and the Agency
Agreement and in the execution or purported execution of any of its or his duties,
rights, trusts, powers, authorities and discretions under these presents and the Agency
Agreement or its or his functions under any such appointment or in respect of any
other matter or thing done or omitted in any way relating to these presents or any such
appointment (including, without limitation, Liabilities incurred in disputing or
defending any of the foregoing).
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	(K) Any consent or approval given by the Trustee for the purposes of these presents may
be given on such terms and subject to such conditions (if any) as the Trustee thinks fit
and notwithstanding anything to the contrary in these presents may be given
retrospectively.
(L) The Trustee shall not (unless and to the extent ordered so to do by a court of
competent jurisdiction) be required to disclose to any Noteholder or Couponholder
any information (including, without limitation, information of a confidential, financial
or price sensitive nature) made available to the Trustee by the Issuer or any other
person in connection with these presents and no Holder or Couponholder shall be
entitled to take any action to obtain from the Trustee any such information.
(M) Where it is necessary or desirable for any purpose in connection with these presents
to convert any sum from one currency to another it shall (unless otherwise provided
by these presents or required by law) be converted at such rate or rates, in accordance
with such method and as at such date for the determination of such rate of exchange,
as may be agreed by the Trustee in consultation with the Issuer and any rate, method
and date so agreed shall be binding on the Issuer, the Noteholders and the
Couponholders.
(N) The Trustee may certify whether or not any of the conditions, events and acts set out
in paragraphs (ii) to (viii) (both inclusive) (other than (iv) in relation to the Issuer) of
Condition 9(a) (each of which conditions, events and acts shall, unless in any case the
Trustee in its absolute discretion shall otherwise determine, for all the purposes of
these presents be deemed to include the circumstances resulting therein and the
consequences resulting therefrom) is in its opinion materially prejudicial to the
interests of the Noteholders and any such certificate shall be conclusive and binding
upon the Issuer, the Noteholders and the Couponholders.
(O) The Trustee as between itself and the Noteholders and the Couponholders may
determine all questions and doubts arising in relation to any of the provisions of these
presents. Every such determination, whether or not relating in whole or in part to the
acts or proceedings of the Trustee, shall be conclusive and shall bind the Trustee and
the Noteholders and the Couponholders.
(P) In connection with the exercise by it of any of its trusts, powers, authorities or
discretions under these presents (including, without limitation, any modification,
waiver, authorisation or determination), the Trustee shall have regard to the general
interests of the Noteholders as a class but shall not have regard to any interests arising
from circumstances particular to individual Noteholders or Couponholders (whatever
their number) and, in particular but without limitation, shall not have regard to the
consequences of such exercise for individual Noteholders or Couponholders
(whatever their number) resulting from their being for any purpose domiciled or
resident in, or otherwise connected with, or subject to the jurisdiction of, any
particular territory or any political sub-division thereof and the Trustee shall not be
entitled to require, nor shall any Noteholder or Couponholder be entitled to claim,
from the Issuer, the Trustee or any other person any indemnification or payment in
respect of any tax consequence of any such exercise upon individual Noteholders or
Couponholders except to the extent already provided for in Condition 7 and/or any
undertaking given in addition thereto or in substitution therefor under these presents.
(Q) Any trustee of these presents being a lawyer, accountant, broker or other person
engaged in any profession or business shall be entitled to charge and be paid all usual
and proper professional and other charges for business transacted and acts done by
him or his firm in connection with the trusts of these presents and also his reasonable
charges in addition to disbursements for all other work and business done and all time
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	spent by him or his firm in connection with matters arising in connection with these
presents.
(R) The Trustee may whenever it thinks fit delegate by power of attorney or otherwise to
any person or persons or fluctuating body of persons (whether being a joint trustee of
these presents or not) all or any of its trusts, powers, authorities and discretions under
these presents.  Such delegation may be made upon such terms (including power to
sub-delegate) and subject to such conditions and regulations as the Trustee may in the
interests of the Noteholders think fit. The Trustee shall not be under any obligation to
supervise the proceedings or acts of any such delegate or sub-delegate or be in any
way responsible for any Liability incurred by reason of any misconduct or default on
the part of any such delegate or sub-delegate. The Trustee shall within a reasonable
time after any such delegation or any renewal, extension or termination thereof give
notice thereof to the Issuer.
(S) The Trustee may in the conduct of the trusts of these presents instead of acting
personally employ and pay an agent (whether being 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 in connection with these
presents (including the receipt and payment of money). The Trustee shall not be in
any way responsible for any Liability incurred by reason of any misconduct or default
on the part of any such agent or be bound to supervise the proceedings or acts of any
such agent.
(T) The Trustee shall not be responsible for the execution, delivery, legality,
effectiveness, adequacy, genuineness, validity, enforceability or admissibility in
evidence of these presents or any other document relating or expressed to be
supplemental thereto and shall not be liable for any failure to obtain any licence,
consent or other authority for the execution, delivery, legality, effectiveness,
adequacy, genuineness, validity, performance, enforceability or admissibility in
evidence of these presents or any other document relating or expressed to be
supplemental thereto.
(U) Any certificate or report of the Auditors called for by or provided to the Trustee in
accordance with or for the purposes of these presents may be relied upon by the
Trustee as sufficient evidence of the facts stated therein whether or not such
certificate or report and/or any engagement letter or other document entered into by
the Trustee in connection therewith contains a monetary or other limit on the liability
of the Auditors or such other person in respect thereof.
(V) Any corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation succeeding to
all or substantially all of the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided such corporation shall be otherwise
qualified and eligible under these presents, without the execution or filing of any
paper or any further act on the part of any of the parties hereto.
(W) Nothing contained in these presents 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 right, power, authority or discretion hereunder if it has grounds for
believing the repayment of such funds or adequate indemnity against, or security for,
such risk or liability is not reasonably assured to it.
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	(X) The Trustee shall not be liable for any error of judgment made in good faith by any
officer or employee of the Trustee assigned by the Trustee to administer its corporate
trust matters.
(Y) The Trustee shall have no responsibility whatsoever to the Issuer, any Noteholder or
Couponholder or any other person for the maintenance of or failure to maintain any
rating of any of the Notes by any rating agency.
(Z) Notwithstanding anything in these presents or the Agency Agreement to the contrary,
the Trustee shall not do, or be authorised or required to do, anything which might
constitute a regulated activity for the purpose of the FSMA, unless it is authorised
under the FSMA to do so. The Trustee shall have the discretion at any time:
(i) to delegate any of the functions which fall to be performed by an authorised
person under the FSMA to any other agent or person which also has the
necessary authorisations and licences; and
(ii) to apply for authorisation under the FSMA and perform any or all such
functions itself if, in its absolute discretion, it considers it necessary, desirable
or appropriate to do so.
(AA) Nothing in this Trust Deed shall require the Trustee to assume an obligation of the
Issuer arising under any provisions of the listing, prospectus, disclosure or
transparency rules (or equivalent rules of any other competent authority besides the
Irish Stock Exchange).
(BB) In relation to any discretion to be exercised or action to be taken by the Trustee under
these presents or the Agency Agreement, the Trustee may, at its discretion and
without further notice or shall, if it has been so directed by an Extraordinary
Resolution of the Noteholders then outstanding or so requested in writing by the
holders of at least one-quarter in nominal amount of such Notes, exercise such
discretion or take such action, provided that, in either case, the Trustee shall not be
obliged to exercise such discretion or take such action unless it shall have been
indemnified, secured and/or prefunded to its satisfaction against all liabilities and
provided that the Trustee shall not be held liable for the consequences of exercising
its discretion or taking any such action and may do so without having regard to the
effect of such action on individual Noteholders and Couponholders.
(CC) Notwithstanding anything else contained in these presents or the Agency Agreement,
the Trustee may refrain from doing anything which would or might in its opinion be
contrary to any law of any jurisdiction or any directive or regulation of any agency of
any state or which would or might otherwise render it liable to any person and may do
anything which is, in its opinion, necessary to comply with any such law, directive or
regulation.
(DD) The Trustee shall be entitled to deduct FATCA Withholding and shall have no
obligation to gross-up any payment hereunder or to pay any additional amount as a
result of such FATCA Withholding.
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	16. TRUSTEE'S LIABILITY
(a) Subject to sections 750 and 751 of the Companies Act 2006 (if applicable) and
notwithstanding anything to the contrary in these presents or the Agency Agreement,
the Trustee shall not be liable to any person for any matter or thing done or omitted in
any way in connection with or in relation to theses presents or the Agency Agreement
save in relation to its breach of trust  having regard to the provisions of these presents
and the Agency Agreement conferring on it any trusts, powers, authorities or
discretions.
(b) Any liability of the Trustee arising under these presents or the Agency Agreement
shall be limited to the amount of actual loss suffered (such loss shall be determined as
at the date of default of the Trustee or, if later, the date on which the loss arises as a
result of such default) but without reference to any special conditions or
circumstances known to the Trustee at the time of entering into these presents or the
Agency Agreement or at the time of accepting any relevant instructions, which
increase the amount of the loss.  In no event shall the Trustee be liable for any loss of
profits, goodwill, reputation, business opportunity or anticipated saving, or for
special, punitive or consequential damages, whether or not the Trustee has been
advised of the possibility of such loss or damages.
17. TRUSTEE CONTRACTING WITH THE ISSUER
Neither the Trustee nor any director or officer or holding company, Subsidiary or associated
company of a corporation acting as a trustee under these presents shall by reason of its or his
fiduciary position be in any way precluded from:
(i) entering into or being interested in any contract or financial or other transaction or
arrangement with the Issuer or any person or body corporate associated with the
Issuer (including without limitation any contract, transaction or arrangement of a
banking or insurance nature or any contract, transaction or arrangement in relation to
the making of loans or the provision of financial facilities or financial advice to, or
the purchase, placing or underwriting of or the subscribing or procuring subscriptions
for or otherwise acquiring, holding or dealing with, or acting as paying agent in
respect of, the Notes or any other notes, bonds, stocks, shares, debenture stock,
debentures or other securities of, the Issuer or any person or body corporate
associated as aforesaid); or
(ii) accepting or holding the trusteeship of any other trust deed constituting or securing
any other securities issued by or relating to the Issuer or any such person or body
corporate so associated or any other office of profit under the Issuer or any such
person or body corporate so associated,
and shall be entitled to exercise and enforce its rights, comply with its obligations and
perform its duties under or in relation to any such contract, transaction or arrangement as is
referred to in (i) above or, as the case may be, any such trusteeship or office of profit as is
referred to in (ii) above without regard to the interests of the Noteholders and notwithstanding
that the same may be contrary or prejudicial to the interests of the Noteholders and shall not
be responsible for any Liability occasioned to the Noteholders thereby and shall be entitled to
retain and shall not be in any way liable to account for any profit made or share of brokerage
or commission or remuneration or other amount or benefit received thereby or in connection
therewith.
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	Where any holding company, Subsidiary or associated company of the Trustee or any director
or officer of the Trustee acting other than in his capacity as such a director or officer has any
information, the Trustee shall not thereby be deemed also to have knowledge of such
information and, unless it shall have actual knowledge of such information, shall not be
responsible for any loss suffered by Noteholders resulting from the Trustee's failing to take
such information into account in acting or refraining from acting under or in relation to these
presents.
18. WAIVER, AUTHORISATION AND DETERMINATION
(A) The Trustee may without the consent or sanction of the Noteholders or the Couponholders
and without prejudice to its rights in respect of any subsequent breach, Event of Default or
Potential Event of Default from time to time and at any time but only if and in so far as in its
opinion the interests of the Noteholders shall not be materially prejudiced thereby waive or
authorise any breach or proposed breach by the Issuer of any of the covenants or provisions
contained in these presents or determine that any Event of Default or Potential Event of
Default shall not be treated as such for the purposes of these presents PROVIDED ALWAYS
THAT the Trustee shall not exercise any powers conferred on it by this Clause in
contravention of any express direction given by Extraordinary Resolution or by a request
under Condition 9 but so that no such direction or request shall affect any waiver,
authorisation or determination previously given or made. Any such waiver, authorisation or
determination may be given or made on such terms and subject to such conditions (if any) as
the Trustee may determine, shall be binding on the Noteholders and the Couponholders and,
if, but only if, the Trustee shall so require, shall be notified by the Issuer to the Noteholders in
accordance with Condition 13 as soon as practicable thereafter.
MODIFICATION
(B) The Trustee may without the consent or sanction of the Noteholders or the Couponholders at
any time and from time to time concur with the Issuer in making any modification (i) to these
presents which in the opinion of the Trustee it may be proper to make PROVIDED THAT the
Trustee is of the opinion that such modification will not be materially prejudicial to the
interests of the Noteholders or (ii) to these presents if in the opinion of the Trustee such
modification is of a formal, minor or technical nature or to correct a manifest error or an error
which is, in the opinion of the Trustee, proven. Any such modification may be made on such
terms and subject to such conditions (if any) as the Trustee may determine, shall be binding
upon the Noteholders and the Couponholders and, unless the Trustee agrees otherwise, shall
be notified by the Issuer to the Noteholders in accordance with Condition 13 as soon as
practicable thereafter.
BREACH
(C) Any breach of or failure to comply by the Issuer with any such terms and conditions as are
referred to in sub-clauses (A) and (B) of this Clause shall constitute a default by the Issuer in
the performance or observance of a covenant or provision binding on it under or pursuant to
these presents.
SUBSTITUTION
(D) (1) (a) The Trustee may without the consent of the Noteholders or Couponholders at
any time agree with the Issuer, to the substitution in place of the Issuer (or of
the previous substitute under this Clause) as the principal debtor under these
presents of another company, being a Subsidiary of the Issuer or a parent
undertaking of the Issuer (such substituted company being hereinafter called
the “New Company”) provided that a trust deed is executed or some other
form of undertaking is given by the New Company in form and manner
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	satisfactory to the Trustee, agreeing to be bound by the provisions of these
presents with any consequential amendments which the Trustee may deem
appropriate as fully as if the New Company had been named in these presents
as the principal debtor in place of the Issuer (or of the previous substitute
under this Clause) and provided further that the Issuer unconditionally and
irrevocably guarantees all amounts payable under these presents to the
satisfaction of the Trustee.
(b) The following further conditions shall apply to (1) above:
(i) the Issuer and the New Company shall comply with such other
requirements as the Trustee may direct in the interests of the
Noteholders;
(ii) where the New Company is incorporated, domiciled or resident in, or
subject generally to the taxing jurisdiction of, a territory other than or
in addition to the United Kingdom or any political sub-division or any
authority therein or thereof having power to tax, undertakings or
covenants shall be given by the New Company in terms
corresponding to the provisions of Condition 7 with the substitution
for (or, as the case may be, the addition to) the references to the
United Kingdom of references to that other or additional territory in
which the New Company is incorporated, domiciled or resident or to
whose taxing jurisdiction it is subject and (where applicable)
Condition 6(b) shall be modified accordingly;
(iii) without prejudice to the rights of reliance of the Trustee under the
immediately following paragraph (iv), the Trustee is satisfied that the
relevant transaction is not materially prejudicial to the interests of the
Noteholders; and
(iv) if two Directors of the New Company (or other officers acceptable to
the Trustee) shall certify that the New Company is solvent both at the
time at which the relevant transaction is proposed to be effected and
immediately thereafter (which certificate the Trustee may rely upon
absolutely) the Trustee shall not be under any duty to have regard to
the financial condition, profits or prospects of the New Company or
to compare the same with those of the Issuer or the previous
substitute under this Clause as applicable.
(2) Any such trust deed or undertaking shall, if so expressed, operate to release the Issuer
or the previous substitute as aforesaid from all of its obligations as principal debtor
under these presents. Not later than 14 days after the execution of such documents and
compliance with such requirements, the New Company shall give notice thereof in a
form previously approved by the Trustee to the Noteholders in the manner provided in
Condition 13. Upon the execution of such documents and compliance with such
requirements, the New Company shall be deemed to be named in these presents as the
principal debtor in place of the Issuer (or in place of the previous substitute under this
Clause) under these presents and these presents shall be deemed to be modified in
such manner as shall be necessary to give effect to the above provisions and, without
limitation, references in these presents to the Issuer shall, unless the context otherwise
requires, be deemed to be or include references to the New Company.
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	19. HOLDER OF DEFINITIVE NOTE ASSUMED TO BE  COUPONHOLDER
(A) Wherever in these presents the Trustee is required or entitled to exercise a power, trust,
authority or discretion under these presents, except as ordered by a court of competent
jurisdiction or as required by applicable law, the Trustee shall, notwithstanding that it may
have express notice to the contrary, assume that each Noteholder is the holder of all Coupons
appertaining to each Definitive Note of which he is the holder.
NO NOTICE TO COUPONHOLDERS
(B) Neither the Trustee nor the Issuer shall be required to give any notice to the Couponholders
for any purpose under these presents and the Couponholders shall be deemed for all purposes
to have notice of the contents of any notice given to the holders of Notes in accordance with
Condition 13.
20. CURRENCY INDEMNITY
The Issuer shall indemnify the Trustee, every Appointee, the Noteholders and the
Couponholders and keep them indemnified against:
(a) any Liability incurred by any of them arising from the non-payment by the Issuer of
any amount due to the Trustee or the holders of the Notes and the relative
Couponholders under these presents by reason of any variation in the rates of
exchange between those used for the purposes of calculating the amount due under a
judgment or order in respect thereof and those prevailing at the date of actual
payment by the Issuer; and
(b) any deficiency arising or resulting from any variation in rates of exchange between
(i) the date as of which the local currency equivalent of the amounts due or
contingently due under these presents (other than this Clause) is calculated for the
purposes of any bankruptcy, insolvency or liquidation of the Issuer and (ii) the final
date for ascertaining the amount of claims in such bankruptcy, insolvency or
liquidation. The amount of such deficiency shall be deemed not to be reduced by any
variation in rates of exchange occurring between the said final date and the date of
any distribution of assets in connection with any such bankruptcy, insolvency or
liquidation.
The above indemnities shall constitute obligations of the Issuer separate and independent
from their other obligations under the other provisions of these presents and shall apply
irrespective of any indulgence granted by the Trustee or the Noteholders or the
Couponholders from time to time and shall continue in full force and effect notwithstanding
the judgment or filing of any proof or proofs in any bankruptcy, insolvency or liquidation of
the Issuer for a liquidated sum or sums in respect of amounts due under these presents (other
than this Clause). Any such deficiency as aforesaid shall be deemed to constitute a loss
suffered by the Noteholders and the Couponholders and no proof or evidence of any actual
loss shall be required by the Issuer or its or their liquidator or liquidators.
21. NEW TRUSTEE
(A) The power to appoint a new trustee of these presents shall be vested solely in the Issuer but no
person shall be appointed who shall not previously have been approved by an Extraordinary
Resolution. One or more persons may hold office as trustee or trustees of these presents but
such trustee or trustees shall be or include a Trust Corporation. Whenever there shall be more
than two trustees of these presents the majority of such trustees shall be competent to execute
and exercise all the duties, powers, trusts, authorities and discretions vested in the Trustee by
these presents PROVIDED THAT a Trust Corporation shall be included in such majority.
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	Any appointment of a new trustee of these presents shall as soon as practicable thereafter be
notified by the Issuer to the Agent and the Noteholders.
SEPARATE AND CO-TRUSTEES
(B) Notwithstanding the provisions of sub-clause (A) above, the Trustee may, upon giving prior
notice to the Issuer (but without the consent of the Issuer, the Noteholders or Couponholders),
appoint any person established or resident in any jurisdiction (whether a Trust Corporation or
not) to act either as a separate trustee or as a co-trustee jointly with the Trustee:
(i) if the Trustee considers such appointment to be in the interests of the Noteholders;
(ii) for the purposes of conforming to any legal requirements, restrictions or conditions in
any jurisdiction in which any particular act or acts is or are to be performed; or
(iii) for the purposes of obtaining a judgment in any jurisdiction or the enforcement in any
jurisdiction of either a judgment already obtained or any of the provisions of these
presents against the Issuer.
The Issuer irrevocably appoints the Trustee to be its attorney in its name and on its behalf to
execute any such instrument of appointment. Such a person shall (subject always to the
provisions of these presents) have such trusts, powers, authorities and discretions (not
exceeding those conferred on the Trustee by these presents) and such duties and obligations as
shall be conferred or imposed by the instrument of appointment. The Trustee shall have
power in like manner to remove any such person. Such reasonable remuneration as the
Trustee may pay to any such person, together with any attributable Liabilities incurred by it in
performing its function as such separate trustee or co-trustee, shall for the purposes of these
presents be treated as Liabilities incurred by the Trustee.
22. TRUSTEE'S RETIREMENT AND REMOVAL
A trustee of these presents may retire at any time on giving not less than three months' prior
written notice to the Issuer without giving any reason and without being responsible for any
Liabilities incurred by reason of such retirement. The Noteholders may by Extraordinary
Resolution remove any trustee or trustees for the time being of these presents. The Issuer
undertakes that in the event of the only trustee of these presents which is a Trust Corporation
giving notice under this Clause or being removed by Extraordinary Resolution it will use its
best endeavours to procure that a new trustee of these presents being a Trust Corporation is
appointed as soon as reasonably practicable thereafter. The retiring trustee may appoint a
successor trustee if the Issuer has not done so within the notice period. The retirement or
removal of any such trustee shall not become effective until a successor trustee being a Trust
Corporation is appointed.
23. TRUSTEE'S POWERS TO BE ADDITIONAL
The powers conferred upon the Trustee by these presents shall be in addition to any powers
which may from time to time be vested in the Trustee by the general law or as a holder of any
of the Notes or Coupons.
24. NOTICES
Any notice or demand to the Issuer or the Trustee to be given, made or served for any
purposes under these presents shall be given, made or served by sending the same by pre-paid
post (first class if inland, first class airmail if overseas) or facsimile transmission or by
delivering it by hand as follows:
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	to the Issuer: Rentokil Initial plc
Riverbank
Meadows Business Park
Blackwater
Camberley
Surrey
GU17 9AB
United Kingdom
(Attention: Company Secretary)
Facsimile No. (020) 7866 3803

to the Trustee:
HSBC Corporate Trustee Company (UK) Limited
8 Canada Square
London E14 5HQ
(Attention: CTLA Trustee Services Administration)
Facsimile No. (020) 7991 4350
or to such other address or facsimile number as shall have been notified (in accordance with
this Clause) to the other party hereto and any notice or demand sent by post as aforesaid shall
be deemed to have been given, made or served three days in the case of inland post or seven
days in the case of overseas post after despatch and any notice or demand sent by facsimile
transmission as aforesaid shall be deemed to have been given, made or served 24 hours after
the time of despatch PROVIDED THAT in the case of a notice or demand given by facsimile
transmission such notice or demand shall forthwith be confirmed by post. The failure of the
addressee to receive such confirmation shall not invalidate the relevant notice or demand
given by facsimile transmission.
25. GOVERNING LAW
These presents and any non-contractual obligations arising out of or in connection to them are
governed by, and shall be construed in accordance with, English law.
26. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
A person who is not a party to this Trust Deed or any trust deed supplemental hereto has no
right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Trust
Deed or any trust deed supplemental hereto, but this does not affect any right or remedy of a
third party which exists or is available apart from that Act.
27. COUNTERPARTS
This Trust Deed and any trust deed supplemental hereto may be executed and delivered in any
number of counterparts, all of which, taken together, shall constitute one and the same deed
and any party to this Trust Deed or any trust deed supplemental hereto may enter into the
same by executing and delivering a counterpart.
IN WITNESS whereof this Trust Deed has been executed as a deed by the Issuer and the Trustee and
delivered on the date first stated on page 1.
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	THE FIRST SCHEDULE
TERMS AND CONDITIONS OF THE NOTES
This Note is one of a Series (as defined below) of Notes issued by Rentokil Initial plc (the
Issuer) constituted by a Trust Deed dated 9 December 2005, as most recently
supplemented on 11 March 2016 (as further amended, restated, modified and/or
supplemented from time to time, the Trust Deed) made between the Issuer and HSBC
Corporate Trustee Company (UK) Limited (the Trustee, which expression shall include any
successor as Trustee).
References herein to the Notes shall be references to the Notes of this Series only and not
to all Notes that may be issued under the Programme and shall mean:
(i) in relation to any Notes represented by a global Note (a Global Note), units of each
Specified Denomination in the Specified Currency;
(ii) any Global Note; and
(iii) any definitive Notes issued in exchange for a Global Note.
The Notes and the Coupons (as defined below) have the benefit of an Agency Agreement
dated 9 December 2005, as most recently amended and restated on 11 March 2016 (as
further amended, restated, modified and/or supplemented from time to time, the Agency
Agreement) and made between the Issuer, HSBC Bank plc as issuing and principal paying
agent and agent bank (the Agent, which expression shall include any successor agent), the
Trustee and the other paying agents named therein (together with the Agent, the Paying
Agents, which expression shall include any additional or successor paying agents).
Interest-bearing definitive Notes have interest coupons (the Coupons) and, in the case of
Notes which (when issued in definitive form) have more than 27 interest payments
remaining, talons for further Coupons (the Talons) attached on issue. Any reference herein
to Coupons or coupons shall, unless the context otherwise requires, be deemed to include a
reference to Talons or talons. Global Notes do not have Coupons or Talons attached on
issue.
The final terms for this Note (or the relevant provisions thereof) are set out in Part A of the
Pricing Supplement attached to or endorsed on this Note. References to the applicable
Pricing Supplement are to Part A of the Pricing Supplement (or the relevant provisions
thereof) attached to or endorsed on this Note.
The Trustee acts for the benefit of the holders for the time being of the Notes (the
Noteholders, which expression shall, in relation to any Notes represented by a Global Note,
be construed as provided below) and the holders of the Coupons (the Couponholders,
which expression shall, unless the context otherwise requires, include the holders of the
Talons), in accordance with the provisions of the Trust Deed.
As used herein, Tranche means Notes which are identical in all respects (including as to
listing and admission to trading) and Series means a Tranche of Notes together with any
further Tranche or Tranches of Notes which are (i) expressed to be consolidated and form a
single series; and (ii) identical in all respects (including as to listing and admission to trading)
except for their respective Issue Dates, Interest Commencement Dates and/or Issue Prices.
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	Copies of the Trust Deed and the Agency Agreement are available for inspection free of
charge during normal business hours at the office for the time being of the Agent. Copies of
the applicable Pricing Supplement are available for viewing at, and copies may be obtained
from, the registered office of the Issuer at Riverbank, Meadows Business Park, Blackwater,
Camberley, Surrey GU17 9AB, United Kingdom by Noteholders holding one or more Notes
provided that such Noteholders produce evidence satisfactory to the Issuer and the relevant
Paying Agent as to its holding of such Notes and identity.
The Noteholders and the Couponholders are deemed to have notice of, and are entitled to
the benefit of, all the provisions of the Trust Deed, the Agency Agreement and the applicable
Pricing Supplement which are applicable to them. The statements in these Terms and
Conditions (the Conditions) include summaries of, and are subject to, the detailed
provisions of the Trust Deed and the Agency Agreement.
Words and expressions defined in the Trust Deed, the Agency Agreement or used in the
applicable Pricing Supplement shall have the same meanings where used in these
Conditions unless the context otherwise requires or unless otherwise stated and provided
that, in the event of inconsistency between the Trust Deed and the Agency Agreement, the
Trust Deed will prevail and, in the event of any inconsistency between the Trust Deed or the
Agency Agreement and the applicable Pricing Supplement, the applicable Pricing
Supplement will prevail.
In these Conditions, euro means the currency introduced at the start of the third stage of
European economic and monetary union as defined in Article 2 of Council Regulation (EC)
No. 974/98 of 3 May 1998 on the introduction of the euro.
1. FORM, DENOMINATION AND TITLE
The Notes are in bearer form and, in the case of definitive Notes, serially numbered, in the
currency (the Specified Currency) and the denomination(s) (the Specified
Denomination(s)) specified in the applicable Pricing Supplement. Notes of one Specified
Denomination may not be exchanged for Notes of another Specified Denomination.
This Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note or a
combination of any of the foregoing, depending upon the Interest Basis shown in the
applicable Pricing Supplement.
Definitive Notes are issued with Coupons attached, unless they are Zero Coupon Notes in
which case references to Coupons and Couponholders in these Conditions are not
applicable.
Subject as set out below, title to the Notes and Coupons will pass by delivery. The Issuer,
the Paying Agents and the Trustee will (except as otherwise required by law) deem and treat
the bearer of any Note or Coupon as the absolute owner thereof (whether or not overdue
and notwithstanding any notice of ownership or writing thereon or notice of any previous loss
or theft thereof) for all purposes and shall incur no liability for so doing but, in the case of any
Global Note, without prejudice to the provisions set out in the next succeeding paragraph.
For so long as any of the Notes is represented by a Global Note held on behalf of Euroclear
Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream, Luxembourg),
each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being
shown in the records of Euroclear or of Clearstream, Luxembourg as the holder of a
particular nominal amount of such Notes (in which regard any certificate or other document
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	issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes
standing to the account of any person shall be conclusive and binding for all purposes save
in the case of manifest error) shall be treated by the Issuer, the Paying Agents and the
Trustee as the holder of such nominal amount of such Notes for all purposes other than with
respect to the payment of principal or interest on such nominal amount of such Notes, for
which purpose the bearer of the relevant Global Note shall be treated by the Issuer, any
Paying Agent and the Trustee as the holder of such nominal amount of such Notes in
accordance with and subject to the terms of the relevant Global Note and the expressions
Noteholder and holder of Notes and related expressions shall be construed accordingly. In
determining whether a particular person is the holder of a particular nominal amount of
Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or
certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence
and/or information and/or certification shall, in the absence of manifest error, be conclusive
and binding on all concerned.
Notes which are represented by a Global Note will be transferable only in accordance with
the rules and procedures for the time being of Euroclear and Clearstream, Luxembourg, as
the case may be. References to Euroclear and/or Clearstream, Luxembourg shall, whenever
the context so permits, be deemed to include a reference to any additional or alternative
clearing system specified in the applicable Pricing Supplement or as may otherwise be
approved by the Issuer, the Agent and the Trustee.
2. STATUS OF THE NOTES
The Notes (and the Coupons relating thereto) constitute direct, unconditional,
unsubordinated and (subject to the provisions of Condition 3) unsecured obligations of the
Issuer and shall at all times rank pari passu among themselves and (subject as aforesaid
and save for certain obligations required to be preferred by law) equally with all other
unsecured obligations (other than subordinated obligations, if any) of the Issuer, from time to
time outstanding.
3. NEGATIVE PLEDGE
For so long as any of the Notes remain outstanding, the Issuer will not, and will procure that
no Subsidiary (which expression shall, in these Conditions (unless the context otherwise
expressly provides), mean a subsidiary as defined in Section 1159 of the Companies Act
2006) of the Issuer will, create or permit to subsist any mortgage, lien, pledge or other
charge (each a Security Interest) upon, or with respect to, any of its present or future
business, undertaking, assets or revenues (including any uncalled capital) to secure any
existing or future Relevant Indebtedness of any person or any guarantee or indemnity given
in respect thereof, unless the Issuer shall, simultaneously with, or prior to, the creation of
such Security Interest take any and all action necessary to procure that all amounts payable
by the Issuer under the Notes and the Trust Deed are secured equally and rateably by such
Security Interest to the satisfaction of the Trustee or such other security or other
arrangement is provided as the Trustee shall in its absolute discretion deem not materially
less beneficial to the Noteholders or as shall be approved by an Extraordinary Resolution (as
defined in the Trust Deed) of the Noteholders.
Notwithstanding the foregoing, the Issuer or any Subsidiary may create or have outstanding
a Security Interest in respect of any Relevant Indebtedness and/or any guarantee or
indemnity given in respect thereof as aforesaid (without the obligation to provide a Security
Interest or such other security or other arrangement in respect of the Notes and the Trust
Deed as aforesaid) where such Security Interest is provided by or in respect of a company
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	becoming a Subsidiary of the Issuer after the Issue Date of the first Tranche of Notes and
where such Security Interest exists at the time that company becomes a Subsidiary of the
Issuer (provided that such Security Interest was not created in contemplation of that
company becoming a Subsidiary of the Issuer and the principal amount secured at the time
of that company becoming a Subsidiary of the Issuer is not subsequently increased).
For the purposes of this Condition 3, Relevant Indebtedness means any of the Notes and,
otherwise, any loan or other indebtedness which is in the form of, or represented by, any
bonds, notes, depositary receipts or other securities having an original maturity of more than
one year from its date of issue and for the time being, by agreement with the issuer thereof,
quoted, listed (or capable of being quoted or listed) or dealt in on any stock exchange and/or
quotation system or by any listing authority or other recognised securities market provided
that such definition shall exclude any such indebtedness in existence before 14 November
2001 which has the benefit of a Security Interest created by the Issuer or any Subsidiary and
which is no greater than £10,000,000 when aggregated with all other then existing such
indebtedness.
4. INTEREST
(a) Interest on Fixed Rate Notes
Each Fixed Rate Note bears interest from (and including) the Interest
Commencement Date at the rate(s) per annum equal to the Rate(s) of Interest.
Interest will be payable in arrear on the Interest Payment Date(s) in each year up to
(and including) the Maturity Date.
If the Notes are in definitive form, except as provided in the applicable Pricing
Supplement, the amount of interest payable on each Interest Payment Date in
respect of the Fixed Interest Period ending on (but excluding) such date will amount
to the Fixed Coupon Amount. Payments of interest on any Interest Payment Date
will, if so specified in the applicable Pricing Supplement, amount to the Broken
Amount so specified.
As used in these Conditions, Fixed Interest Period means the period from (and
including) an Interest Payment Date (or the Interest Commencement Date) to (but
excluding) the next (or first) Interest Payment Date.
Except in the case of Notes in definitive form where an applicable Fixed Coupon
Amount or Broken Amount is specified in the applicable Pricing Supplement, interest
shall be calculated in respect of any period by applying the Rate of Interest to:
(A) in the case of Fixed Rate Notes which are represented by a Global Note, the
aggregate outstanding nominal amount of the Fixed Rate Notes represented
by such Global Note; or
(B) in the case of Fixed Rate Notes in definitive form, the Calculation Amount;
and, in each case, multiplying such sum by the applicable Day Count Fraction, and
rounding the resultant figure to the nearest sub-unit of the relevant Specified
Currency, half of any such sub-unit being rounded upwards or otherwise in
accordance with applicable market convention. Where the Specified Denomination of
a Fixed Rate Note in definitive form is a multiple of the Calculation Amount, the
amount of interest payable in respect of such Fixed Rate Note shall be the product of
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	the amount (determined in the manner provided above) for the Calculation Amount
and the amount by which the Calculation Amount is multiplied to reach the Specified
Denomination without any further rounding.
In these Conditions:
Day Count Fraction means, in respect of the calculation of an amount of interest in
accordance with this Condition 4(a):
(i) if “Actual/Actual (ICMA)” is specified in the applicable Pricing Supplement:
(a) in the case of Notes where the number of days in the relevant period
from (and including) the most recent Interest Payment Date (or, if
none, the Interest Commencement Date) to (but excluding) the
relevant payment date (the Accrual Period) is equal to or shorter than
the Determination Period during which the Accrual Period ends, the
number of days in such Accrual Period divided by the product of (1)
the number of days in such Determination Period and (2) the number
of Determination Dates (as specified in the applicable Pricing
Supplement) that would occur in one calendar year; or
(b) in the case of Notes where the Accrual Period is longer than the
Determination Period during which the Accrual Period ends, the sum
of:
(1) the number of days in such Accrual Period falling in the
Determination Period in which the Accrual Period begins
divided by the product of (x) the number of days in such
Determination Period and (y) the number of Determination
Dates (as specified in the applicable Pricing Supplement) that
would occur in one calendar year; and
(2) the number of days in such Accrual Period falling in the next
Determination Period divided by the product of (x) the number
of days in such Determination Period and (y) the number of
Determination Dates that would occur in one calendar year;
and
(ii) if “30/360” is specified in the applicable Pricing Supplement, the number of
days in the period from (and including) the most recent Interest Payment Date
(or, if none, the Interest Commencement Date) to (but excluding) the relevant
payment date (such number of days being calculated on the basis of a year of
360 days with 12 30-day months) divided by 360.
Determination Period means each period from (and including) a Determination Date
to (but excluding) the next Determination Date (including, where either the Interest
Commencement Date or the final Interest Payment Date is not a Determination Date,
the period commencing on the first Determination Date prior to, and ending on the
first Determination Date falling after, such date); and
sub-unit means, with respect to any currency other than euro, the lowest amount of
such currency that is available as legal tender in the country of such currency and,
with respect to euro, means one cent.
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	(b) Interest on Floating Rate Notes
(i) Interest Payment Dates
Each Floating Rate Note bears interest from (and including) the Interest
Commencement Date and such interest will be payable in arrear on either:
(A) the Specified Interest Payment Date(s) in each year specified in the
applicable Pricing Supplement; or
(B) if no Specified Interest Payment Date(s) is/are specified in the
applicable Pricing Supplement, each date (each such date, together
with each Specified Interest Payment Date, an Interest Payment
Date) which falls the number of months or other period specified as
the Specified Period in the applicable Pricing Supplement after the
preceding Interest Payment Date or, in the case of the first Interest
Payment Date, after the Interest Commencement Date.
Such interest will be payable in respect of each Interest Period (which
expression shall, in these Conditions, mean the period from (and including)
an Interest Payment Date (or the Interest Commencement Date) to (but
excluding) the next (or first) Interest Payment Date).
If a Business Day Convention is specified in the applicable Pricing
Supplement and (x) if there is no numerically corresponding day in the
calendar month in which an Interest Payment Date should occur; or (y) if any
Interest Payment Date would otherwise fall on a day which is not a Business
Day, then, if the Business Day Convention specified is:
(1) in any case where Specified Periods are specified in accordance with
Condition 4(b)(i)(B), the Floating Rate Convention, such Interest
Payment Date (i) in the case of (x) above, shall be the last day that is
a Business Day in the relevant month and the provisions of (II) below
shall apply mutatis mutandis or (ii) in the case of (y) above, shall be
postponed to the next day which is a Business Day unless it would
thereby fall into the next calendar month, in which event (A) such
Interest Payment Date shall be brought forward to the immediately
preceding Business Day and (B) each subsequent Interest Payment
Date shall be the last Business Day in the month which falls the
Specified Period after the preceding applicable Interest Payment Date
occurred;
(2) the Following Business Day Convention, such Interest Payment Date
shall be postponed to the next day which is a Business Day;
(3) the Modified Following Business Day Convention, such Interest
Payment Date shall be postponed to the next day which is a Business
Day unless it would thereby fall into the next calendar month, in which
event such Interest Payment Date shall be brought forward to the
immediately preceding Business Day; or
(4) the Preceding Business Day Convention, such Interest Payment Date
shall be brought
44





	
	forward to the immediately preceding Business Day.
In these Conditions, Business Day means a day which is both:
(I) a day on which commercial banks and foreign exchange markets
settle payments and are open for general business (including dealing
in foreign exchange and foreign currency deposits) in London and
each Additional Business Centre specified in the applicable Pricing
Supplement; and
(II) either (1) in relation to any sum payable in a Specified Currency other
than euro, a day on which commercial banks and foreign exchange
markets settle payments and are open for general business (including
dealing in foreign exchange and foreign currency deposits) in the
principal financial centre of the country of the relevant Specified
Currency (if other than London and any Additional Business Centre
and which, if the Specified Currency is Australian dollars or New
Zealand dollars, shall be Sydney or Auckland, respectively) or (2) in
relation to any sum payable in euro, a day on which the Trans-
European Automated Real-Time Gross Settlement Express Transfer
(TARGET2) System (the TARGET2 System) is open.
(ii) Rate of Interest
The Rate of Interest payable from time to time in respect of Floating Rate
Notes will be determined in the manner specified in the applicable Pricing
Supplement.
(A) ISDA Determination for Floating Rate Notes
Where ISDA Determination is specified in the applicable Pricing
Supplement as the manner in which the Rate of Interest is to be
determined, the Rate of Interest for each Interest Period will be the
relevant ISDA Rate plus or minus (as indicated in the applicable
Pricing Supplement) the Margin (if any). For the purposes of this
Condition 4(b)(ii)(A), ISDA Rate for an Interest Period means a rate
equal to the Floating Rate that would be determined by the Agent
under an interest rate swap transaction if the Agent were acting as
Calculation Agent for that swap transaction under the terms of an
agreement incorporating the 2006 ISDA Definitions, as published by
the International Swaps and Derivatives Association, Inc. and as
amended and updated as at the Issue Date of the first Tranche of the
Notes (the ISDA Definitions) and under which:
(1) the Floating Rate Option is as specified in the applicable
Pricing Supplement;
(2) the Designated Maturity is a period specified in the applicable
Pricing Supplement; and
(3) the relevant Reset Date is, if the applicable Floating Rate
Option is based on the London inter-bank offered rate (LIBOR)
45





	
	or on the Euro-zone inter-bank offered rate (EURIBOR), the
first day of that Interest Period.
For the purposes of this Condition 4(b)(ii)(A), Floating Rate,
Calculation Agent, Floating Rate Option, Designated Maturity and
Reset Date have the meanings given to those terms in the ISDA
Definitions.
Unless otherwise stated in the applicable Pricing Supplement, the
Minimum Rate of Interest shall be deemed to be zero.
(B) Screen Rate Determination for Floating Rate Notes
Where Screen Rate Determination is specified in the applicable
Pricing Supplement as the manner in which the Rate of Interest is to
be determined, the Rate of Interest for each Interest Period will,
subject as provided below, be either:
(1) the offered quotation; or
(2) the arithmetic mean (rounded if necessary to the fifth decimal
place, with 0.000005 being rounded upwards) of the offered
quotations,
(expressed as a percentage rate per annum) for the Reference Rate
(being either LIBOR or EURIBOR, as specified in the applicable
Pricing Supplement) which appears or appear, as the case may be, on
the Relevant Screen Page or such replacement page on that service
which displays the information as at 11.00 a.m. (Relevant Financial
Centre time) on the Interest Determination Date in question plus or
minus (as indicated in the applicable Pricing Supplement) the Margin
(if any), all as determined by the Agent. If five or more of such offered
quotations are available on the Relevant Screen Page, the highest (or,
if there is more than one such highest quotation, one only of such
quotations) and the lowest (or, if there is more than one such lowest
quotation, one only of such quotations) shall be disregarded by the
Agent for the purpose of determining the arithmetic mean (rounded as
provided above) of such offered quotations.
If the Relevant Screen Page is not available or if, in the case of
Condition 4(b)(ii)(B)(i), no offered quotation appears or, in the case of
Condition 4(b)(ii)(B)(ii), fewer than three offered quotations appear, in
each case as at the Specified Time, the Agent shall request each of
the Reference Banks to provide the Agent with its offered quotation
(expressed as a percentage rate per annum) for the Reference Rate
at approximately the Specified Time on the Interest Determination
Date in question. If two or more of the Reference Banks provide the
Agent with offered quotations, the Rate of Interest for the Interest
Period shall be the arithmetic mean (rounded if necessary to the fifth
decimal place with 0.000005 being rounded upwards) of the offered
quotations plus or minus (as appropriate) the Margin (if any), all as
determined by the Agent.
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	If on any Interest Determination Date one only or none of the
Reference Banks provides the Agent with an offered quotation as
provided in the preceding paragraph, the Rate of Interest for the
relevant Interest Period shall be the rate per annum which the Agent
determines as being the arithmetic mean (rounded if necessary to the
fifth decimal place, with 0.000005 being rounded upwards) of the
rates, as communicated to (and at the request of) the Agent by the
Reference Banks or any two or more of them, at which such banks
were offered, at approximately the Specified Time on the relevant
Interest Determination Date, deposits in the Specified Currency for a
period equal to that which would have been used for the Reference
Rate by leading banks in the London inter-bank market (if the
Reference Rate is LIBOR) or the Euro-zone inter-bank market (if the
Reference Rate is EURIBOR) plus or minus (as appropriate) the
Margin (if any) or, if fewer than two of the Reference Banks provide
the Agent with offered rates, the offered rate for deposits in the
Specified Currency for a period equal to that which would have been
used for the Reference Rate, or the arithmetic mean (rounded as
provided above) of the offered rates for deposits in the Specified
Currency for a period equal to that which would have been used for
the Reference Rate, at which, at approximately the Specified Time on
the relevant Interest Determination Date, any one or more banks
(which bank or banks is or are in the opinion of the Issuer suitable for
the purpose) informs the Agent it is quoting to leading banks in the
London inter-bank market (if the Reference Rate is LIBOR) or the
Euro-zone inter-bank market (if the Reference Rate is EURIBOR) plus
or minus (as appropriate) the Margin (if any), provided that, if the Rate
of Interest cannot be determined in accordance with the foregoing
provisions of this paragraph, the Rate of Interest shall be determined
as at the last preceding Interest Determination Date (though
substituting, where a different Margin is to be applied to the relevant
Interest Period from that which applied to the last preceding Interest
Period, the Margin relating to the relevant Interest Period in place of
the Margin relating to that last preceding Interest Period).
Reference Banks means, in the case of a determination of LIBOR,
the principal London office of four major banks in the London inter-
bank market and, in the case of a determination of EURIBOR, the
principal Euro-zone office of four major banks in the Euro-zone inter-
bank market, in each case selected by the Agent;
Specified Time means 11.00 a.m. (London time, in the case of a
determination of LIBOR, or Brussels time, in the case of a
determination of EURIBOR).
Unless otherwise stated in the applicable Pricing Supplement the
Minimum Rate of Interest shall be deemed to be zero.
(iii) Minimum Rate of Interest and/or Maximum Rate of Interest
If the applicable Pricing Supplement specifies a Minimum Rate of Interest for
any Interest Period, then, in the event that the Rate of Interest in respect of
such Interest Period determined in accordance with the provisions of
47





	
	Condition 4(b)(ii) is less than such Minimum Rate of Interest, the Rate of
Interest for such Interest Period shall be such Minimum Rate of Interest.
If the applicable Pricing Supplement specifies a Maximum Rate of Interest for
any Interest Period, then, in the event that the Rate of Interest in respect of
such Interest Period determined in accordance with the provisions of
Condition 4(b)(ii) is greater than such Maximum Rate of Interest, the Rate of
Interest for such Interest Period shall be such Maximum Rate of Interest.
(iv) Determination of Rate of Interest and calculation of Interest Amounts
The Agent, in the case of Floating Rate Notes, will at or as soon as
practicable after each time at which the Rate of Interest is to be determined,
determine the Rate of Interest for the relevant Interest Period.
The Agent will calculate the amount of interest (the Interest Amount)
payable on the Floating Rate Notes for the relevant Interest Period by
applying the Rate of Interest to:
(A) in the case of Floating Rate Notes which are represented by a Global
Note, the aggregate outstanding nominal amount of the Notes
represented by such Global Note; or
(B) in the case of Floating Rate Notes in definitive form, the Calculation
Amount,
and, in each case, multiplying such sum by the applicable Day Count
Fraction, and rounding the resultant figure to the nearest sub-unit of the
relevant Specified Currency, half of any such sub-unit being rounded upwards
or otherwise in accordance with applicable market convention. Where the
Specified Denomination of a Floating Rate Note in definitive form is a multiple
of the Calculation Amount, the Interest Amount payable in respect of such
Note shall be the product of the amount (determined in the manner provided
above) for the Calculation Amount and the amount by which the Calculation
Amount is multiplied to reach the Specified Denomination, without any further
rounding.
Day Count Fraction means, in respect of the calculation of an amount of
interest in accordance with this Condition 4(b):
(I) if “Actual/Actual (ISDA)” or “Actual/Actual” is specified in the
applicable Pricing Supplement, the actual number of days in the
Interest Period divided by 365 (or, if any portion of that Interest Period
falls in a leap year, the sum of (A) the actual number of days in that
portion of the Interest Period falling in a leap year divided by 366 and
(B) the actual number of days in that portion of the Interest Period
falling in a non-leap year divided by 365);
(II) if “Actual/365 (Fixed)” is specified in the applicable Pricing
Supplement, the actual number of days in the Interest Period divided
by 365;
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	[360 x (Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1)
360
[360 x (Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1)
360
(III) if “Actual/365 (Sterling)” is specified in the applicable Pricing
Supplement, the actual number of days in the Interest 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 in the applicable Pricing Supplement, the
actual number of days in the Interest Period divided by 360;
(V) if “30/360”, “360/360” or “Bond Basis” is specified in the applicable
Pricing Supplement, the number of days in the Interest Period divided
by 360 calculated on a formula basis as follows:
Day Count Fraction =
where:
 “Y1” is the year, expressed as a number, in which the first day of the
Interest Period falls;
 “Y2” is the year, expressed as a number, in which the day
immediately following the last day included in the Interest
Period falls;
 “M1” is the calendar month, expressed as a number, in which the
first day of the Interest Period falls;
 “M2” is the calendar month, expressed as a number, in which the
day immediately following the last day included in the Interest
Period falls;
 “D1” is the first calendar day, expressed as a number, of the Interest
Period, unless such number is 31, in which case D1 will be 30;
and
 “D2” is the calendar day, expressed as a number, immediately
following the last day included in the Interest Period, unless
such number would be 31 and D1 is greater than 29, in which
case D2 will be 30;
(VI) if “30E/360” or “Eurobond Basis” is specified in the applicable Pricing
Supplement, the number of days in the Interest Period divided by 360
calculated on a formula basis as follows:
Day Count Fraction =
where:
 “Y1” is the year, expressed as a number, in which the first day of the
Interest Period falls;
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	[360 x (Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1)
360
 “Y2” is the year, expressed as a number, in which the day
immediately following the last day included in the Interest
Period falls;
 “M1” is the calendar month, expressed as a number, in which the
first day of the Interest Period falls;
 “M2” is the calendar month, expressed as a number, in which the
day immediately following the last day included in the Interest
Period falls;
 “D1” is the first calendar day, expressed as a number, of the Interest
Period, unless such number would be 31, in which case D1 will
be 30; and
 “D2” is the calendar day, expressed as a number, immediately
following the last day included in the Interest Period, unless
such number would be 31, in which case D2 will be 30; and
(VII) if “30E/360 (ISDA)” is specified in the applicable Pricing Supplement,
the number of days in the Interest Period divided by 360, calculated
on a formula basis as follows:
Day Count Fraction =
where:
 “Y1” is the year, expressed as a number, in which the first day of the
Interest Period falls;
 “Y2” is the year, expressed as a number, in which the day
immediately following the last day included in the Interest
Period falls;
 “M1” is the calendar month, expressed as a number, in which the
first day of the Interest Period falls;
 “M2” is the calendar month, expressed as a number, in which the
day immediately following the last day included in the Interest
Period falls;
 “D1” is the first calendar day, expressed as a number, of the Interest
Period, unless (i) that day is the last day of February or (ii)
such number would be 31, in which case D1 will be 30; and
 “D2” is the calendar day, expressed as a number, immediately
following the last day included in the Interest Period, unless (i)
that day is the last day of February but not the Maturity Date or
(ii) such number would be 31, in which case D2 will be 30.
(v) Linear Interpolation
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	Where Linear Interpolation is specified as applicable in respect of an Interest
Period in the applicable Pricing Supplement, the Rate of Interest for such
Interest Period shall be calculated by the Agent by straight line linear
interpolation by reference to two rates based on the relevant Reference Rate
(where Screen Rate Determination is specified as applicable in the applicable
Pricing Supplement) or the relevant Floating Rate Option (where ISDA
Determination is specified as applicable in the applicable Pricing
Supplement), one of which shall be determined as if the Designated Maturity
were the period of time for which rates are available next shorter than the
length of the relevant Interest Period and the other of which shall be
determined as if the Designated Maturity were the period of time for which
rates are available next longer than the length of the relevant Interest Period,
provided however that if there is no rate available for a period of time next
shorter or, as the case may be, next longer, then the Agent shall determine
such rate at such time and by reference to such sources as it determines
appropriate.
Designated Maturity means, in relation to Screen Rate Determination, the
period of time designated in the Reference Rate.
(vi) Notification of Rate of Interest and Interest Amounts
The Agent will cause the Rate of Interest and each Interest Amount for each
Interest Period and the relevant Interest Payment Date to be notified to the
Issuer, the Trustee and each competent authority, stock exchange and/or
quotation system (if any) on which the relevant Floating Rate Notes are for
the time being listed, traded and/or quoted and (in accordance with Condition
13) the Noteholders as soon as possible after their determination but in no
event later than the fourth London Business Day thereafter. Each Interest
Amount and Interest Payment Date so notified may subsequently be
amended (or appropriate alternative arrangements made by way of
adjustment) without prior notice in the event of an extension or shortening of
the Interest Period. Any such amendment will be promptly notified to each
competent authority, stock exchange and/or quotation system (if any)on
which the relevant Floating Rate Notes are for the time being listed, traded
and/or quoted and (in accordance with Condition 13) to the Noteholders. For
the purposes of this Condition 4(b)(iv), the expression London Business
Day means a day (other than a Saturday or a Sunday) on which commercial
banks and foreign exchange markets settle payments and are open for
general business (including dealing in foreign exchange and foreign currency
deposits) in London.
(vii) Determination or Calculation by the Trustee
If for any reason at any relevant time the Agent defaults in its obligations to
determine the Rate of Interest or the Agent defaults in its obligation to
calculate any Interest Amount in accordance with Condition 4(b)(ii)(A) or (B)
(as the case may be) and in each case in accordance with Condition 4(b)(iv),
the Trustee or a person appointed by the Trustee for the purpose in
consultation with the Issuer (but without any liability accruing to the Trustee)
shall determine the Rate of Interest at such rate as, in its absolute discretion
(having such regard as it shall think fit to the foregoing provisions of this
Condition 4(b), but subject always to any Minimum Rate of Interest or
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	Maximum Rate of Interest specified in the applicable Pricing Supplement), it
shall deem fair and reasonable in all the circumstances or, as the case may
be, the Trustee or a person appointed by the Trustee for the purpose in
consultation with the Issuer (but without any liability accruing to the Trustee)
shall calculate the Interest Amount(s) in such manner as it shall deem fair and
reasonable in all the circumstances and each such determination or
calculation shall be deemed to have been made by the Agent.
(viii) Certificates to be final
All certificates, communications, opinions, determinations, calculations,
quotations and decisions given, expressed, made or obtained for the
purposes of the provisions of this Condition 4(b) and, whether by the Agent
or, if applicable, the Trustee, shall (in the absence of wilful default, bad faith,
manifest error) be binding on the Issuer, the Agent, the other Paying Agents
and all Noteholders and Couponholders and (in the absence as aforesaid) no
liability to the Issuer, the Noteholders or the Couponholders shall attach to the
Agent or, if applicable, the Trustee in connection with the exercise or non-
exercise by it of its powers, duties and discretions pursuant to such
provisions.
(c) Accrual of interest
Each Note (or in the case of the redemption of part only of a Note, that part only of
such Note) will cease to bear interest (if any) from the date for its redemption unless,
upon due presentation thereof, payment of principal is improperly withheld or
refused. In such event, interest will continue to accrue as provided in the Trust Deed.
(d) Adjustment of Rate of Interest for Fixed Rate Notes and Floating Rate Notes
If a Step Up Rating Change and/or Step Down Rating Change is specified in the
applicable Pricing Supplement, the following terms relating to the Rate of Interest for
the Notes shall apply:
(i) The Rate of Interest payable on the Notes will be subject to adjustment from
time to time in the event of a Step Up Rating Change or a Step Down Rating
Change, as the case may be.
(ii) Subject to Conditions 4(d)(iv) and 4(d)(vii) below, from and including the first
Interest Payment Date following the date of a Step Up Rating Change, if any,
the Rate of Interest (in the case of Fixed Rate Notes) or the Margin (in the
case of Floating Rate Notes) payable on the Notes shall be increased by the
Step Up Margin specified in the applicable Pricing Supplement.
(iii) Subject to Conditions 4(d)(iv) and 4(d)(vii), in the event of a Step Down Rating
Change following a Step Up Rating Change, with effect from and including the
first Interest Payment Date following the date of such Step Down Rating
Change, the Rate of Interest (in the case of Fixed Rate Notes) or the Margin
(in the case of Floating Rate Notes) payable on the Notes shall be decreased
by the Step Up Margin back to the initial Rate of Interest (in the case of Fixed
Rate Notes) or the initial Margin (in the case of Floating Rate Notes).
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	(iv) If a Step Up Rating Change and, subsequently, a Step Down Rating Change
occur during the same Fixed Interest Period (in the case of Fixed Rate Notes)
or the same Interest Period (in the case of Floating Rate Notes), the Rate of
Interest (in the case of Fixed Rate Notes) or the Margin (in the case of
Floating Rate Notes) on the Notes shall be neither increased nor decreased
as a result of either such event.
(v) The Issuer shall use all reasonable efforts to maintain credit ratings for its
senior unsecured long-term debt from S&P. If, notwithstanding such
reasonable efforts, S&P fails to or ceases to assign a credit rating to the
Issuer’s senior unsecured long-term debt, the Issuer shall use all reasonable
efforts to obtain a credit rating of its senior unsecured long-term debt from a
substitute rating agency that shall be a Statistical Rating Agency, and
references in this Condition 4(d) to S&P or the credit ratings thereof shall be
to such substitute rating agency or, as the case may be, the equivalent credit
ratings thereof.
(vi) The Issuer will cause the occurrence of a Step Up Rating Change or a Step
Down Rating Change giving rise to an adjustment to the Rate of Interest
payable on the Notes pursuant to this Condition 4(d) to be notified to the
Trustee and the Agent and notice thereof to be published in accordance with
Condition 13 as soon as reasonably practicable after the occurrence of such
Step Up Rating Change or Step Down Rating Change, but in no event later
than the fifth London Business Day thereafter.
(vii) A Step Up Rating Change (if any) and a Step Down Rating Change (if any),
may only occur once each during the term of the Notes and shall (subject to
Condition 4(d)(iv)) give rise to an adjustment to the Rate of Interest payable
on the Notes.
(viii) If the rating designations employed by S&P are changed from those which are
described in this Condition 4(d), or if a rating is procured from a Statistical
Rating Agency and the rating designations employed by such Statistical
Rating Agency are changed, the Issuer shall determine, with the agreement of
the Trustee (not to be unreasonably withheld or delayed) the rating
designations of S&P or such Statistical Rating Agency as are most equivalent
to the prior rating designations of S&P or such Statistical Rating Agency, as
the case may be.
(ix) The Trustee is under no obligation to ascertain whether a change in the rating
assigned to the Notes by S&P or any Additional Rating Agency has occurred
or whether there has been a failure or a ceasing by S&P or any Additional
Rating Agency to assign a credit rating to the Issuer’s senior unsecured long-
term debt and (until it shall have actual knowledge or express notice pursuant
to the Trust Deed to the contrary) the Trustee may assume that no such
change to the credit rating assigned to the Notes has occurred or no such
failure or ceasing by S&P or any Additional Rating Agency has occurred.
In these Conditions:
Additional Rating Agency means a Statistical Rating Agency that at any time
provides a solicited rating to the Issuer’s senior unsecured long-term debt
obligations;
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	S&P means Standard and Poor’s Credit Market Services Europe Limited, or its
successor, established in the European Union and registered under Regulation (EC)
No. 1060/2009 (as amended);
Statistical Rating Agency means Fitch Ratings Ltd. (Fitch) or Moody’s Investors
Service Ltd. (Moody’s) or their respective successors or such other rating agency
the Trustee may approve, such approval not to be unreasonably withheld or delayed;
Step Down Rating Change means the first public announcement after a Step Up
Rating Change by S&P or an Additional Rating Agency of an increase in the credit
rating of the Issuer’s senior unsecured long-term debt with the result that (following
such public announcement(s)) the Issuer’s senior unsecured debt is rated BBB- or
higher by S&P or a rating equivalent to BBB- or higher by an Additional Rating
Agency. For the avoidance of doubt, any further increases in the credit rating of the
Issuer’s senior unsecured long-term debt above BBB- (in the case of S&P) or above
a rating equivalent to BBB- (in the case of an Additional Rating Agency) shall not
constitute a Step Down Rating Change; and
Step Up Rating Change means the first public announcement by S&P or an
Additional Rating Agency of a decrease in the credit rating of the Issuer’s senior
unsecured long-term debt to below BBB- (in the case of S&P) or below a rating
equivalent to BBB- (in the case of an Additional Rating Agency). For the avoidance of
doubt, any further decrease in the credit rating of the Issuer’s senior unsecured long-
term debt from below BBB- (in the case of S&P) or below a rating equivalent to BBB-
(in the case of an Additional Rating Agency) shall not constitute a Step Up Rating
Change.
5. PAYMENTS
(a) Method of payment
Subject as provided below:
(i) payments in a Specified Currency other than euro will be made by credit or
transfer to an account in the relevant Specified Currency maintained by the
payee with a bank in the principal financial centre of the country of such
Specified Currency (which, if the Specified Currency is Australian dollars or
New Zealand dollars, shall be Sydney or Auckland, respectively); and
(ii) payments in euro will be made by credit or transfer to a euro account (or any
other account to which euro may be credited or transferred) specified by the
payee.
Payments will be subject in all cases to (i) any fiscal or other laws and regulations
applicable thereto, but without prejudice to the provisions of Condition 7 and (ii) any
withholding or deduction required pursuant to an agreement described in Section
1471(b) of the U.S. Internal Revenue Code of 1986 (the Code) or otherwise imposed
pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements
thereunder, and official interpretations thereof, or (without prejudice to the provisions
of Condition 7) any law implementing an intergovernmental approach thereto.
(b) Presentation of definitive Notes and Coupons
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	Payments of principal in respect of definitive Notes will (subject as provided below)
be made in the manner provided in Condition 5(a) only against presentation and
surrender (or, in the case of part payment of any sum due, endorsement) of definitive
Notes, and payments of interest in respect of definitive Notes will (subject as
provided below) be made as aforesaid only against presentation and surrender (or, in
the case of part payment of any sum due, endorsement) of Coupons, in each case at
the specified office of any Paying Agent outside the United States (which expression,
as used herein, means the United States of America (including the States and the
District of Columbia, its territories, its possessions and other areas subject to its
jurisdiction)).
Fixed Rate Notes in definitive form (other than Long Maturity Notes (as defined
below)) should be presented for payment together with all unmatured Coupons
appertaining thereto (which expression shall for this purpose include Coupons falling
to be issued on exchange of matured Talons), failing which the amount of any
missing unmatured Coupon (or, in the case of payment not being made in full, the
same proportion of the amount of such missing unmatured Coupon as the sum so
paid bears to the sum due) will be deducted from the sum due for payment. Each
amount of principal so deducted will be paid in the manner mentioned above against
surrender of the relative missing Coupon at any time before the expiry of 10 years
after the Relevant Date (as defined in Condition 7) in respect of such principal
(whether or not such Coupon would otherwise have become void under Condition 8)
or, if later, five years from the date on which such Coupon would otherwise have
become due, but in no event thereafter.
Upon any Fixed Rate Note in definitive form becoming due and repayable prior to its
Maturity Date, all unmatured Talons (if any) appertaining thereto will become void
and no further Coupons will be issued in respect thereof.
Upon the date on which any Floating Rate Note or Long Maturity Note in definitive
form becomes due and repayable, unmatured Coupons and Talons (if any) relating
thereto (whether or not attached) shall become void and no payment or, as the case
may be, exchange for further Coupons shall be made in respect thereof. A Long
Maturity Note is a Fixed Rate Note (other than a Fixed Rate Note which on issue
had a Talon attached) whose nominal amount on issue is less than the aggregate
interest payable thereon provided that such Note shall cease to be a Long Maturity
Note on the Interest Payment Date on which the aggregate amount of interest
remaining to be paid after that date is less than the nominal amount of such Note.
If the due date for redemption of any definitive Note is not an Interest Payment Date,
interest (if any) accrued in respect of such Note from (and including) the preceding
Interest Payment Date or, as the case may be, the Interest Commencement Date
shall be payable only against surrender of the relevant definitive Note.
(c) Payments in respect of Global Notes
Payments of principal and interest (if any) in respect of Notes represented by any
Global Note will (subject as provided below) be made in the manner specified above
in relation to definitive Notes or otherwise in the manner specified in the relevant
Global Note against presentation or surrender, as the case may be, of such Global
Note at the specified office of the Agent. A record of each payment made against
presentation or surrender of any Global Note, distinguishing between any payment of
principal and any payment of interest, will be made on such Global Note by the Agent
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	and such record shall be prima facie evidence that the payment in question has been
made.
(d) General provisions applicable to payments
The holder of a Global Note shall be the only person entitled to receive payments in
respect of Notes represented by such Global Note and the Issuer will be discharged
by payment to, or to the order of, the holder of such Global Note in respect of each
amount so paid. Each of the persons shown in the records of Euroclear or
Clearstream, Luxembourg as the beneficial holder of a particular nominal amount of
Notes represented by such Global Note must look solely to Euroclear or Clearstream,
Luxembourg, as the case may be, for his share of each payment so made by the
Issuer to, or to the order of, the holder of such Global Note.
Notwithstanding the foregoing provisions of this Condition 5, if any amount of
principal and/or interest in respect of Notes is payable in U.S. dollars, such U.S.
dollar payments of principal and/or interest in respect of such Notes will be made at
the specified office of a Paying Agent in the United States if:
(i) the Issuer has appointed Paying Agents with specified offices outside the
United States with the reasonable expectation that such Paying Agents would
be able to make payment in U.S. dollars at such specified offices outside the
United States of the full amount of principal and interest on the Notes in the
manner provided above when due;
(ii) payment of the full amount of such principal and interest at all such specified
offices outside the United States is illegal or effectively precluded by
exchange controls or other similar restrictions on the full payment or receipt of
principal and interest in U.S. dollars; and
(iii) such payment is then permitted under United States law without involving, in
the opinion of the Issuer, adverse tax consequences to the Issuer.
(e) Payment Day
If the date for payment of any amount in respect of any Note or Coupon is not a
Payment Day, the holder thereof shall not be entitled to payment until the next
following Payment Day in the relevant place and shall not be entitled to further
interest or other payment in respect of such delay. For these purposes, Payment
Day means any day which (subject to Condition 8) is:
(i) a day on which commercial banks and foreign exchange markets settle
payments and are open for general business (including dealing in foreign
exchange and foreign currency deposits) in:
(A) (in the case of Notes held in definitive form only) the relevant place of
presentation;
 (B) each Additional Financial Centre specified in the applicable Pricing
Supplement; and
(ii) either (1) in relation to any sum payable in a Specified Currency other than
euro, a day on which commercial banks and foreign exchange markets settle
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	payments and are open for general business (including dealing in foreign
exchange and foreign currency deposits) in the principal financial centre of
the country of the relevant Specified Currency (which if the Specified
Currency is Australian dollars or New Zealand dollars shall be Sydney or
Auckland, respectively) or (2) in relation to any sum payable in euro, a day on
which the TARGET2 System is open.
(f) Interpretation of principal and interest
Any reference in these Conditions to principal in respect of the Notes shall be
deemed to include, as applicable:
(i) any additional amounts which may be payable with respect to principal under
Condition 7 or under any undertaking or covenant given in addition thereto, or
in substitution therefor, pursuant to the Trust Deed;
(ii) the Final Redemption Amount of the Notes;
(iii) the Early Redemption Amount of the Notes;
(iv) the Optional Redemption Amount(s) (if any) of the Notes;
(v) in relation to Zero Coupon Notes, the Amortised Face Amount (as defined in
Condition 6(e)); and
(vi) any premium and any other amounts (other than interest) which may be
payable by the Issuer under or in respect of the Notes.
Any reference in these Conditions to interest in respect of the Notes shall be deemed
to include, as applicable, any additional amounts which may be payable with respect
to interest under Condition 7 or under any undertaking or covenant given in addition
thereto, or in substitution therefor, pursuant to the Trust Deed.
6. REDEMPTION AND PURCHASE
(a) Redemption at maturity
Unless previously redeemed or purchased and cancelled as specified below, each
Note will be redeemed by the Issuer at its Final Redemption Amount specified in the
applicable Pricing Supplement in the relevant Specified Currency on the Maturity
Date specified in the applicable Pricing Supplement.
(b) Redemption for tax reasons
The Notes may be redeemed at the option of the Issuer in whole, but not in part, at
any time (if this Note is not a Floating Rate Note) or on any Interest Payment Date (if
this Note is a Floating Rate Note), on giving not less than the minimum period and
not more than the maximum period of notice specified in the applicable Pricing
Supplement to the Trustee, the Agent and (in accordance with Condition 13) the
Noteholders (which notice shall be irrevocable), if the Issuer satisfies the Trustee as
soon as practicable before the giving of such notice that:
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	(i) on the occasion of the next payment due under the Notes, the Issuer has or
will become obliged to pay additional amounts as provided or referred to in
Condition 7 as a result of any change in, or amendment to, the laws or
regulations of the United Kingdom, or any change in the application or official
interpretation of such laws or regulations, which change or amendment
becomes effective on or after the date on which agreement is reached to
issue the first Tranche of the Notes; and
(ii) such obligation cannot be avoided by the Issuer taking reasonable measures
available to it,
provided that no such notice of redemption shall be given earlier than 90 days prior to
the earliest date on which the Issuer would be obliged to pay such additional
amounts were a payment in respect of the Notes then due.
Prior to the publication of any notice of redemption pursuant to this Condition 6(b),
the Issuer shall deliver to the Trustee a certificate signed by two Directors of the
Issuer stating that the Issuer is entitled to effect such redemption and setting forth a
statement of facts showing that the conditions precedent to the right of the Issuer so
to redeem have occurred, and an opinion of independent legal advisers of
recognised standing to the effect that the Issuer has or will become obliged to pay
such additional amounts as a result of such change or amendment.
Notes redeemed pursuant to this Condition 6(b) will be redeemed at their Early
Redemption Amount referred to in Condition 6(e) below together (if appropriate) with
interest accrued to (but excluding) the date of redemption.
(c) Redemption at the option of the Issuer (Issuer Call)
If Issuer Call is specified in the applicable Pricing Supplement, the Issuer may,
having given not less than the minimum period and not more than the maximum
period of notice specified in the applicable Pricing Supplement to the Trustee, the
Agent and (in accordance with Condition 13) the Noteholders (which notices shall be
irrevocable and shall specify the date fixed for redemption), redeem all or some only
of the Notes then outstanding on any Optional Redemption Date(s) and at the
Optional Redemption Amount(s) specified in the applicable Pricing Supplement
together, if appropriate, with interest accrued to (but excluding) the relevant Optional
Redemption Date(s). Upon expiry of such notice the Issuer shall be bound to redeem
the Notes accordingly.
If Spens Amount is specified in the Pricing Supplement as the Optional Redemption
Amount, the Optional Redemption Amount shall be an amount equal to the higher of
(i) 100 per cent. of the nominal amount outstanding of the Notes to be redeemed and
(ii) the nominal amount outstanding of the Notes to be redeemed multiplied by the
price, as reported to the Issuer and the Trustee by the Independent Financial
Adviser, at which the Gross Redemption Yield on such Notes on the Reference Date
is equal to the Gross Redemption Yield (determined by reference to the middle
market price) at the Quotation Time specified in the applicable Pricing Supplement
on the Reference Date of the Reference Bond, plus the Redemption Margin, all as
determined by the Independent Financial Adviser.
If Make-Whole Amount is specified in the applicable Pricing Supplement as the
Optional Redemption Amount, the Optional Redemption Amount shall be an amount
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	calculated by the Independent Financial Adviser equal to the higher of (i) 100 per
cent. of the nominal amount outstanding of the Notes to be redeemed or (ii) the sum
of the present values of the nominal amount outstanding of the Notes to be
redeemed and the Remaining Term Interest on such Note (exclusive of interest
accrued to the date of redemption) discounted to the date of redemption on an
annual basis at the Reference Bond Rate, plus the Redemption Margin.
Any such redemption must be of a nominal amount not less than the Minimum
Redemption Amount and not more than the Maximum Redemption Amount, in each
case as may be specified in the applicable Pricing Supplement. In the case of a
partial redemption of Notes, the Notes to be redeemed (Redeemed Notes) will be
selected individually by lot (in the case of Redeemed Notes represented by definitive
Notes) and in accordance with the rules of Euroclear and/or Clearstream,
Luxembourg (in the case of Redeemed Notes represented by a Global Note) not
more than 30 days prior to the date fixed for redemption. In the case of Redeemed
Notes represented by definitive Notes, a list of the serial numbers of such Redeemed
Notes will be published in accordance with Condition 13 not less than 15 days prior
to the date fixed for redemption.
For the purposes of this Condition 6(c):
Gross Redemption Yield means, with respect to a security, the gross redemption
yield on such security, expressed as a percentage and calculated by the Independent
Financial Adviser on the basis set out by the United Kingdom Debt Management
Office in the paper “Formulae for Calculating Gilt Prices from Yields”, page 4, Section
One: Price/Yield Formulae “Conventional Gilts”; Double dated and Undated Gilts with
Assumed (or Actual) Redemption on a Quasi-Coupon Date” (published 8 June 1998,
as amended or updated from time to time) on a semi-annual compounding basis
(converted to an annualised yield and rounded up (if necessary) to four decimal
places) or on such other basis as the Trustee may approve;
IFA Selected Bond means a government security or securities selected by the
Independent Financial Adviser as having an actual or interpolated maturity
comparable with the remaining term of the Notes that would be utilised, at the time of
selection and in accordance with customary financial practice, in pricing new issues
of corporate debt securities denominated in the same currency as the Notes and of a
comparable maturity to the remaining term of the Notes;
Independent Financial Adviser means an independent financial institution of
international repute appointed by the Issuer at its own expense;
Redemption Margin shall be as set out in the applicable Pricing Supplement;
Reference Bond shall be as set out in the applicable Pricing Supplement or, if no
such bond is set out or if such bond is no longer outstanding, shall be the IFA
Selected Bond;
Reference Bond Price means, with respect to any date of redemption, (A) the
arithmetic average of the Reference Government Bond Dealer Quotations for such
date of redemption, after excluding the highest and lowest such Reference
Government Bond Dealer Quotations, or (B) if the Independent Financial Adviser
obtains fewer than four such Reference Government Bond Dealer Quotations, the
arithmetic average of all such quotations;
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	Reference Bond Rate means, with respect to any date of redemption, the rate per
annum equal to the annual or semi-annual yield (as the case may be) to maturity or
interpolated yield to maturity (on the relevant day count basis) of the Reference
Bond, assuming a price for the Reference Bond (expressed as a percentage of its
nominal amount) equal to the Reference Bond Price for such date of redemption;
Reference Date will be set out in the relevant notice of redemption;
Reference Government Bond Dealer means each of five banks selected by the
Issuer (or the Independent Financial Adviser on its behalf), or their affiliates, which
are (A) primary government securities dealers, and their respective successors, or
(B) market makers in pricing corporate bond issues;
Reference Government Bond Dealer Quotations means, with respect to each
Reference Government Bond Dealer and any date for redemption, the arithmetic
average, as determined by the Independent Financial Adviser, of the bid and offered
prices for the Reference Bond (expressed in each case as a percentage of its
nominal amount) at the Quotation Time specified in the applicable Pricing
Supplement on the Reference Date quoted in writing to the Independent Financial
Adviser by such Reference Government Bond Dealer; and
Remaining Term Interest means, with respect to any Note, the aggregate amount of
scheduled payment(s) of interest on such Note for the remaining term of such Note
determined on the basis of the rate of interest applicable to such Note from (and
including) the date on which such Note is to be redeemed by the Issuer pursuant to
this Condition 6(c).
(d) Redemption at the option of the Noteholders (Investor Put)
If Investor Put is specified in the applicable Pricing Supplement, upon the holder of
any Note giving to the Issuer (in accordance with Condition 13) not less than the
minimum period and not more than the maximum period of notice specified in the
applicable Pricing Supplement, the Issuer will, upon the expiry of such notice,
redeem, subject to, and in accordance with, the terms specified in the applicable
Pricing Supplement, such Note on the Optional Redemption Date and at the Optional
Redemption Amount together, if appropriate, with interest accrued to (but excluding)
the Optional Redemption Date. It may be that before an Investor Put can be
exercised, certain conditions and/or circumstances will need to be satisfied. Where
relevant, the provisions will be set out in the applicable Pricing Supplement.
To exercise the right to require redemption of this Note the holder of this Note under
this Condition 6(d) must deliver, at the specified office of any Paying Agent at any
time during normal business hours of such Paying Agent falling within the notice
period, a duly completed and signed notice of exercise in the form (for the time being
current) obtainable from any specified office of any Paying Agent (a Put Notice) and
in which the holder must specify a bank account to which payment is to be made
under this Condition 6(d) accompanied by, if this Note is in definitive form, this Note
or evidence satisfactory to the Paying Agent concerned that this Note will, following
delivery of the Put Notice, be held to its order or under its control.
If the Notes are represented by a Global Note or are in definitive form and held
through Euroclear and/ or Clearstream, Luxembourg, to exercise the right to require
redemption of the Notes held by it the Noteholder must give notice of such exercise
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	in accordance with the standard procedures of Euroclear and Clearstream,
Luxembourg (which may include notice being given on his instruction by Euroclear or
Clearstream, Luxembourg or any common depositary for them to the Agent by
electronic means) in a form acceptable to Euroclear and Clearstream, Luxembourg
from time to time. Any Put Notice or other notice given in accordance with the
standard procedures of Euroclear and Clearstream, Luxembourg given by a holder of
any Note pursuant to this Condition 6(d) shall be irrevocable except where, prior to
the due date of redemption, an Event of Default has occurred and the Trustee has
declared the Notes to be due and payable pursuant to Condition 9 in which event
such holder, at its option, may elect by notice to the Issuer to withdraw the notice
given pursuant to this Condition 6(d).
(e) Early Redemption Amounts
For the purpose of Condition 6(b) above, Condition 6(f) below and Condition 9, each
Note will be redeemed at its Early Redemption Amount calculated as follows:
(i) in the case of a Note with a Final Redemption Amount equal to the Issue
Price, at the Final Redemption Amount thereof;
(ii) in the case of a Note (other than a Zero Coupon Note) with a Final
Redemption Amount which is or may be less or greater than the Issue Price
or which is payable in a Specified Currency other than that in which the Note
is denominated, at the amount specified in the applicable Pricing Supplement
or, if no such amount or manner is so specified in the applicable Pricing
Supplement, at its nominal amount; or
(iii) in the case of a Zero Coupon Note, at an amount (the Amortised Face
Amount) calculated in accordance with the following formula:
Early Redemption Amount = RP x (1 + AY)y
where:
 “RP” means the Reference Price;
 “AY” means the Accrual Yield expressed as a decimal; and
 “y” is the Day Count Fraction specified in the applicable Pricing
Supplement which will be either (i) 30/360 (in which case the
numerator will be equal to the number of days (calculated on the basis
of a 360-day year consisting of 12 months of 30 days each) from (and
including) the Issue Date of the first Tranche of the Notes to (but
excluding) the date fixed for redemption or (as the case may be) the
date upon which such Note becomes due and repayable and the
denominator will be 360); (ii) Actual/360 (in which case the numerator
will be equal to the actual number of days from (and including) the
Issue Date of the first Tranche of the Notes to (but excluding) the date
fixed for redemption or (as the case may be) the date upon which
such Note becomes due and repayable and the denominator will be
360); or (iii) Actual/365 (in which case the numerator will be equal to
the actual number of days from (and including) the Issue Date of the
first Tranche of the Notes to (but excluding) the date fixed for
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	redemption or (as the case may be) the date upon which such Note
becomes due and repayable and the denominator will be 365).
(f) Event Risk
(A) A Put Event will be deemed to occur if:
(i) any person or any persons acting in concert (as defined in the City
Code on Takeovers and Mergers), other than a holding company (as
defined in Section 1159 of the Companies Act 2006 as amended)
whose shareholders are or are to be substantially similar to the pre-
existing shareholders of the Issuer, shall become interested (within the
meaning of Part 22 of the Companies Act 2006 as amended) in (a)
more than 50 per cent. of the issued or allotted ordinary share capital
of the Issuer or (b) shares in the capital of the Issuer carrying more
than 50 per cent. of the voting rights normally exercisable at a general
meeting of the Issuer (each, a Change of Control); and
(ii) at the time of the occurrence of a Change of Control, the Notes carry
from any Rating Agency an investment grade credit rating (Baa3/BBB-
, or equivalent, or better), and such rating from any Rating Agency is
within a period ending 120 days after announcement of the Change of
Control having occurred (or such longer period as the Notes are under
consideration, announced publicly within such 120 day period, for
rating review) either downgraded to a non-investment grade credit
rating (Ba1/BB+, or equivalent, or worse) or withdrawn; and
(iii) in making the relevant decision(s) referred to above, the relevant
Rating Agency announces publicly or confirms in writing to the Issuer
or the Trustee that such decision(s) resulted, in whole or in part, from
the occurrence of the Change of Control.
Further, (a) if at the time of the occurrence of the Change of Control the Notes
carry a non-investment grade credit rating from each Rating Agency, then
assigning a credit rating to the Notes or no credit rating from any Rating
Agency, a Put Event will be deemed to occur upon the occurrence of a
Change of Control alone; and (b) if at the time of the occurrence of the
Change of Control the Notes carry a rating from more than one Rating
Agency, at least one of which is investment grade, then Condition 6(f)(ii) will
apply.
(B) If a Put Event occurs, each Noteholder shall have the option to require the
Issuer to redeem or repay that Note on the Put Date (as defined below) at its
Early Redemption Amount together with interest accrued to but excluding the
date of redemption or purchase. Such option shall operate as set out below.
(C) Promptly upon the Issuer becoming aware that a Put Event has occurred the
Issuer shall, and at any time upon the Trustee becoming similarly so aware
the Trustee may, and if so requested by the holders of at least one-quarter in
nominal amount of the Notes then outstanding or if so directed by an
Extraordinary Resolution of the Noteholders, shall (subject in each case to
being indemnified and/or secured and/or pre-funded to its satisfaction), give
notice (a Put Event Notice) to the Noteholders in accordance with Condition
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	13 specifying the nature of the Put Event and the procedure for exercising the
option contained in this Condition 6(f).
(D) To exercise the option to require the redemption or repayment of a Note
under this Condition 6(f) the holder of the Note must, if the Notes are in
definitive form and held outside Euroclear and Clearstream, Luxembourg,
deliver such Note, on any Payment Day (as defined in Condition 5(e)) falling
within the period (the Put Period) of 45 days after a Put Event Notice is
given, at the specified office of any Paying Agent, accompanied by a duly
signed and completed notice of exercise in the form (for the time being
current) obtainable from the specified office of any Paying Agent (a Change
of Control Put Notice). The Note should be delivered together with all
Coupons appertaining thereto maturing after the date which is seven days
after the expiration of the Put Period (the Put Date), failing which (unless
these Conditions provide that the relevant Coupons are to become void upon
the due date for redemption of such Notes) the Paying Agent will require
payment of an amount equal to the face value of any missing such Coupon.
Any amount so paid will be reimbursed in the manner provided in Condition 5
against presentation and surrender of the relevant missing Coupon (or any
replacement therefore issued pursuant to Condition 10) at any time after such
payment, but before the expiry of the period of 10 years from the Relevant
Date (as defined in Condition 7) in respect of that Coupon. The Paying Agent
to which such Note and Change of Control Put Notice are delivered will issue
to the Noteholder concerned a non-transferable receipt in respect of the Note
so delivered. If the Notes are represented by a Global Note or are in definitive
form and held through Euroclear and/ or Clearstream, Luxembourg, to
exercise the right to require redemption of the Notes held by it the Noteholder
must, within the Put Period, give notice of such exercise in accordance with
the standard procedures of Euroclear and Clearstream, Luxembourg (which
may include notice being given on his instruction by Euroclear or
Clearstream, Luxembourg or any common depositary for them to the Agent
by electronic means) in a form acceptable to Euroclear and Clearstream,
Luxembourg from time to time and, at the same time, present or procure the
presentation of the relevant Global Note to the Agent for notation accordingly.
Payment in respect of any Note so delivered will be made, if the holder duly
specified a bank account in the Change of Control Put Notice to which
payment is to be made, on the Put Date by transfer to that bank account and,
in every other case, on or after the Put Date against presentation and
surrender or (as the case may be) endorsement of such receipt at the
specified office of any Paying Agent. Payment in respect of any Notes
represented by a Global Note or in definitive form and held through Euroclear
and/or Clearstream, Luxembourg in respect of which the relevant Noteholder
has exercised the option given under this Condition 6(f) will be made on the
Put Date. A Change of Control Put Notice, once given, shall be irrevocable.
The Issuer shall redeem or repay the relevant Notes on the Put Date unless
previously redeemed and cancelled.
If 80 per cent. or more in nominal amount of the Notes then outstanding have
been redeemed pursuant to this Condition 6(f), the Issuer may, on not less
than 30 or more than 60 days’ notice to the Noteholders given within 30 days
after the Put Date, redeem, at its option, the remaining Notes as a whole at a
redemption price of the Early Redemption Amount thereof plus interest
accrued to but excluding the date of such redemption.
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	(E) If the rating designations employed by any of Fitch, Moody’s or S&P are
changed from those which are described in Condition 6(f)(A)(ii), or if a rating
is procured from an Additional Rating Agency, the Issuer shall determine, with
the agreement of the Trustee (not to be unreasonably withheld or delayed),
the rating designations of Fitch, Moody’s or S&P or such Additional Rating
Agency (as appropriate) as are most equivalent to the prior rating
designations of Fitch, Moody’s or S&P and Condition 6(f)(A)(ii) shall be read
accordingly.
(F) The Trustee is under no obligation to ascertain whether a Put Event or
Change of Control or any event which could lead to the occurrence of or
could constitute a Put Event or Change of Control has occurred and, until it
shall have actual knowledge or express notice pursuant to the Trust Deed to
the contrary, the Trustee may assume that no Put Event or Change of Control
or other such event has occurred.
(G) In these Conditions, Rating Agency means Fitch, Moody’s or S&P or their
respective successors or any rating agency (a Substitute Rating Agency)
substituted for any of them by the Issuer from time to time with the prior
written approval of the Trustee.
(g) Purchases
The Issuer or any Subsidiary of the Issuer may at any time purchase Notes (provided
that, in the case of definitive Notes, all unmatured Coupons and Talons appertaining
thereto are purchased therewith) at any price in the open market or otherwise. Such
Notes may be held, reissued, resold or, at the option of the Issuer, surrendered to
any Paying Agent for cancellation.
(h) Cancellation
All Notes which are redeemed will forthwith be cancelled (together with all unmatured
Coupons and Talons attached thereto or surrendered therewith at the time of
redemption). All Notes so cancelled and any Notes purchased and cancelled
pursuant to Condition 6(g) (together with all unmatured Coupons and Talons
cancelled therewith) shall be forwarded to the Agent and cannot be reissued or
resold.
(i) Late payment on Zero Coupon Notes
If the amount payable in respect of any Zero Coupon Note upon redemption of such
Zero Coupon Note pursuant to Condition 6(a), 6(b), 6(c), 6(d) or 6(f) or upon its
becoming due and repayable as provided in Condition 9 is improperly withheld or
refused, the amount due and repayable in respect of such Zero Coupon Note shall
be the amount calculated as provided in Condition 6(e)(iii) as though the references
therein to the date fixed for the redemption or the date upon which such Zero Coupon
Note becomes due and payable were replaced by references to the date which is the
earlier of:
(i) the date on which all amounts due in respect of such Zero Coupon Note have
been paid; and
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	(ii) five days after the date on which the full amount of the moneys payable in
respect of such Zero Coupon Notes has been received by the Trustee or the
Agent (as the case may be) and notice to that effect has been given to the
Noteholders (in accordance with Condition 13).
7. TAXATION
All payments of principal and interest in respect of the Notes and Coupons by or on behalf of
the Issuer will be made without withholding or deduction for or on account of any present or
future taxes or duties of whatever nature imposed or levied by or on behalf of the United
Kingdom unless such withholding or deduction is required by law. In such event, the Issuer
will pay such additional amounts as shall be necessary in order that the net amounts
received by the holders of the Notes or Coupons after such withholding or deduction shall
equal the respective amounts of principal and interest which would otherwise have been
receivable in respect of the Notes or Coupons, as the case may be, in the absence of such
withholding or deduction; except that no such additional amounts shall be payable with
respect to any Note or Coupon:
(a) presented for payment in the United Kingdom; or
(b) presented for payment by or on behalf of a holder who is liable for such taxes or
duties in respect of such Note or Coupon by reason of his having some connection
with the United Kingdom other than the mere holding of such Note or Coupon; or
(c) presented for payment more than 30 days after the Relevant Date (as defined below)
except to the extent that the holder thereof would have been entitled to an additional
amount on presenting the same for payment on such 30th day assuming that day to
have been a Payment Day (as defined in Condition 5(e)).
As used in these Conditions, the Relevant Date means the date on which such payment first
becomes due, except that, if the full amount of the moneys payable has not been duly
received by the Trustee or the Agent (as the case may be) on or prior to such due date, it
means the date on which, the full amount of such moneys having been so received, notice to
that effect is duly given to the Noteholders in accordance with Condition 13.
8. PRESCRIPTION
The Notes and Coupons will become void unless presented for payment within a period of
10 years (in the case of principal) and five years (in the case of interest) after the Relevant
Date (as defined in Condition 7) therefor.
There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon
the claim for payment in respect of which would be void pursuant to this Condition 8 or
Condition 5(b) or any Talon which would be void pursuant to Condition 5(b).
9. EVENTS OF DEFAULT
(a) Events of Default
The Trustee at its discretion may, and if so requested in writing by the holders of at
least one-quarter in nominal amount of the Notes then outstanding or if so directed
by an Extraordinary Resolution shall (subject in each case to being indemnified
and/or secured and/or pre-funded to its satisfaction), (but in the case of the
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	happening of any of the events described in Conditions 9(a)(ii) to 9(a)(viii) inclusive
(other than Condition 9(a)(iv) in relation to the Issuer), only if the Trustee shall have
certified in writing to the Issuer that such event is, in its opinion, materially prejudicial
to the interests of the Noteholders), give notice in writing to the Issuer that the Notes
are, and they shall thereupon immediately become, due and repayable at their Early
Redemption Amount together with accrued interest as provided in the Trust Deed if
any of the following events shall occur (Events of Default):
(i) if default is made in the payment of any principal or interest due in respect of
the Notes or any of them and the default continues for a period of seven days
(in the case of principal) or 14 days (in the case of interest); or
(ii) if the Issuer fails to perform or observe any of its other obligations under
these Conditions or the Trust Deed and (except in any case where, in the
opinion of the Trustee, the failure is incapable of remedy when no such
continuation and notice as is hereinafter mentioned will be required) the
failure continues for the period of 30 days (or such longer period as the
Trustee may permit) next following the service by the Trustee on the Issuer of
notice requiring the same to be remedied; or
(iii) (A) if any Indebtedness for Borrowed Money (as defined below) of the Issuer
or any of its Principal Subsidiaries becomes due and repayable prematurely
by reason of an event of default (however described); or (B) if the Issuer or
any of its Principal Subsidiaries fails to make any payment in respect of any
Indebtedness for Borrowed Money on the due date for payment as extended
by any originally applicable grace period; or (C) if any security given by the
Issuer or any of its Principal Subsidiaries for any Indebtedness for Borrowed
Money becomes enforceable by reason of default; or (D) if default is made by
the Issuer or any of its Principal Subsidiaries in making any payment due as
extended by any originally applicable grace period under any guarantee
and/or indemnity given by it in relation to any Indebtedness for Borrowed
Money of any other person, provided that no event referred to in this
Condition 9(a)(iii) shall constitute an Event of Default (I) unless the relative
Indebtedness for Borrowed Money either alone or when aggregated with
other Indebtedness for Borrowed Money relative to all (if any) other such
events which shall have occurred shall amount to at least £20,000,000 (or its
equivalent in any other currency) and (II) where such event has occurred in
relation to Indebtedness for Borrowed Money of a Principal Subsidiary at the
time such company becomes a Principal Subsidiary through acquisition by
the Issuer or a Subsidiary of the Issuer, unless such event continues for a
period of seven days after the date of such acquisition, if such default is in
respect of interest on any Indebtedness for Borrowed Money and (in any
other case) 14 days (or such longer period as the Trustee may permit) after
the date of such acquisition; or
(iv) if any order is made by any competent court or resolution passed for the
winding up or dissolution of the Issuer or any of its Principal Subsidiaries,
save for the purposes of an amalgamation, merger, consolidation,
reorganisation, reconstruction or other similar arrangement (A) in the case of
a Principal Subsidiary not involving or arising out of the insolvency of such
Principal Subsidiary and under which all or substantially all of its assets are
transferred to the Issuer or any of its Subsidiaries; or (B) in the case of a
Principal Subsidiary under which all or substantially all of its assets are
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	transferred to a third party or parties (whether associated or not) for full
consideration received by the Issuer or a Subsidiary on an arm’s length basis;
or (C) in the case of a Principal Subsidiary under which all or substantially all
of its assets are transferred and the transferee is or immediately upon such
transfer becomes a Principal Subsidiary; or (D) on terms previously approved
in writing by the Trustee or by an Extraordinary Resolution of the Noteholders;
or
(v) if the Issuer or any of its Principal Subsidiaries ceases or threatens to cease
to carry on the whole or substantially the whole of its business, save (A) in the
case of a Principal Subsidiary for the purposes of an amalgamation, merger,
consolidation, reorganisation, reconstruction or other similar arrangement, (i)
not involving or arising out of the insolvency of such Principal Subsidiary and
under which all or substantially all of its assets are transferred to the Issuer or
any of its Subsidiaries or (ii)  under which all or substantially all of its assets
are transferred and the transferee is or immediately upon such transfer
becomes a Principal Subsidiary or (iii) the terms of which have been
previously approved by the Trustee or by an Extraordinary Resolution of the
Noteholders; or (B) in the case of a Principal Subsidiary where all or
substantially all of its assets are transferred to a third party or parties (whether
associated or not) for full consideration received by the Issuer or a Subsidiary
on an arm’s length basis (save where such transfer would otherwise cause
the Issuer itself to cease the whole or substantially the whole of its business);
or (C) in the case of a Principal Subsidiary which is a Principal Subsidiary by
virtue only of part (B) of the definition of Principal Subsidiary, provided that at
the time of such cessation or threatened cessation such Principal Subsidiary
is not in default in respect of any Indebtedness for Borrowed Money or any
guarantee and/or indemnity given by such Principal Subsidiary in respect of
any Indebtedness for Borrowed Money; or
(vi) if the Issuer or any of its Principal Subsidiaries stops or threatens to stop
payment of, or is unable to, or admits inability to, pay, its debts (or any class
of its debts) as they fall due, or is deemed unable to pay its debts pursuant to
or for the purposes of any applicable law, or is adjudicated or found bankrupt
or insolvent; or
(vii) if (A) proceedings are initiated against the Issuer or any of its Principal
Subsidiaries under any applicable liquidation, insolvency, composition,
reorganisation or other similar laws and, other than in respect of the Issuer or
Rentokil Initial 1927 plc, such proceedings are not being contested in good
faith, or an application is made for the appointment of an administrative or
other receiver, manager, administrator or other similar official and, other than
in respect of the Issuer or Rentokil Initial 1927 plc, such application is not
being contested in good faith, or an administrative or other receiver, manager,
administrator or other similar official is appointed, in relation to the Issuer or
any of its Principal Subsidiaries or, as the case may be, in relation to the
whole or a substantial part of the undertaking or assets of any of them, or a
distress, execution, attachment, sequestration or other process is levied,
enforced upon, sued out or put in force against the whole or substantially the
whole of the undertaking or assets of any of them and (B) in any case (other
than the appointment of an administrator) are/is not discharged within 45
days; or
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	(viii) if the Issuer or any of its Principal Subsidiaries consents to judicial
proceedings relating to itself under any applicable liquidation, insolvency,
composition, reorganisation or other similar laws or makes a conveyance or
assignment for the benefit of, or enters into any composition or other
arrangement with, its creditors generally (or any class of its creditors) or any
meeting is convened to consider a proposal for an arrangement or
composition with its creditors generally (or any class of its creditors), save in
any such case for the purposes of an amalgamation, merger, consolidation,
reorganisation, reconstruction or other similar arrangement on terms
previously approved in writing by the Trustee or by an Extraordinary
Resolution of the Noteholders.
(b) Enforcement
(i) The Trustee may at any time, at its discretion and without notice, take such
proceedings against the Issuer as it may think fit to enforce the provisions of
the Trust Deed, the Notes and the Coupons, but it shall not be bound to take
any such proceedings or any other action in relation to the Trust Deed, the
Notes or the Coupons unless (A) it shall have been so directed by an
Extraordinary Resolution of the Noteholders or so requested in writing by the
holders of at least one-quarter in aggregate nominal amount of the Notes then
outstanding; and (B) it shall have been indemnified and/or secured and/or
pre-funded to its satisfaction.
(ii) No Noteholder or Couponholder shall be entitled to proceed directly against
the Issuer unless the Trustee, having become bound so to proceed, fails so to
do within a reasonable period and the failure shall be continuing.
(c) Definitions
For the purposes of this Condition 9:
Principal Subsidiary at any time shall mean a Subsidiary of the Issuer inter alia:
(A) whose operating profits (or, if the Subsidiary in question prepares
consolidated accounts, whose total consolidated operating profits) attributable
to the Issuer represent not less than 10 per cent. of the consolidated
operating profits of the Issuer and its Subsidiaries taken as a whole, all as
calculated by reference to the then latest audited accounts (unconsolidated
or, as the case may be, consolidated) of the Subsidiary and the then latest
audited consolidated accounts of the Issuer and its Subsidiaries; or
(B) which has Indebtedness for Borrowed Money outstanding (or available under
a committed bank facility) in an amount of at least £25,000,000 (or its
equivalent in any other currency); or
(C) to which is transferred the whole or substantially the whole of the undertaking
and assets of a Subsidiary of the Issuer which immediately before the transfer
is a Principal Subsidiary,
all as more particularly defined in the Trust Deed; and
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	Indebtedness for Borrowed Money means (a) any indebtedness (whether being
principal, premium, interest or other amounts) for or in respect of any notes, bonds,
debentures, debenture stock, loan stock or other securities other than which is
indebtedness owed to an entity within the Group; or (b) any borrowed money other
than money borrowed by one entity within the Group from another entity within the
Group; or (c) any liability under or in respect of any acceptance or acceptance credit.
10. REPLACEMENT OF NOTES, COUPONS AND TALONS
Should any Note, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be
replaced at the specified office of the Agent upon payment by the claimant of such costs and
expenses as may be incurred in connection therewith and on such terms as to evidence and
indemnity as the Issuer may reasonably require. Mutilated or defaced Notes, Coupons or
Talons must be surrendered before replacements will be issued.
11. PAYING AGENTS
The names of the initial Paying Agents and their initial specified offices are set out below. If
any additional Paying Agents are appointed in connection with any Series, the names of
such Paying Agents will be specified in Part B of the applicable Pricing Supplement.
The Issuer is entitled (with the prior written approval of the Trustee) to vary or terminate the
appointment of any Paying Agent and/or appoint additional or other Paying Agents and/or
approve any change in the specified office through which any Paying Agent acts, provided
that:
(a) there will at all times be an Agent;
(b) so long as the Notes are admitted to listing, trading and/or quotation by any
competent authority, stock exchange and/or quotation system which requires the
appointment of a Paying Agent in a particular place, the Issuer shall maintain a
Paying Agent with a specified office in such place as may be required by the rules
and regulations of the relevant competent authority, stock exchange and/or quotation
system; and
(c) there will at all times be a Paying Agent within Europe, other than in the United
Kingdom.
In addition, the Issuer shall forthwith appoint a Paying Agent having a specified office in New
York City in the circumstances described in Condition 5(d). Any variation, termination,
appointment or change shall only take effect (other than in the case of insolvency, when it
shall be of immediate effect) after not less than 30 nor more than 45 days’ prior notice
thereof shall have been given to the Noteholders in accordance with Condition 13.
In acting under the Agency Agreement, the Paying Agents act solely as agents of the Issuer
and (in certain limited circumstances specified therein) of the Trustee and do not assume
any obligation to, or relationship of agency or trust with, any Noteholders or Couponholders.
The Agency Agreement contains provisions permitting any entity into which any Paying
Agent is merged or converted or with which it is consolidated or to which it transfers all or
substantially all of its assets to become the successor paying agent.
12. EXCHANGE OF TALONS
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	On and after the Interest Payment Date on which the final Coupon comprised in any Coupon
sheet matures, the Talon (if any) forming part of such Coupon sheet may be surrendered at
the specified office of the Agent or any other Paying Agent in exchange for a further Coupon
sheet including (if such further Coupon sheet does not include Coupons to (and including)
the final date for the payment of interest due in respect of the Note to which it appertains) a
further Talon, subject to the provisions of Condition 8.
13. NOTICES
All notices regarding the Notes will be deemed to be validly given if published in a leading
English language daily newspaper of general circulation in London or such other English
language daily newspaper with general circulation in Europe as the Trustee may approve. It
is expected that such publication will be made in the Financial Times in London. For so long
as the Notes are admitted to listing, trading and/or quotation by any competent authority,
stock exchange and/or quotation system, the Issuer shall also ensure that notices are duly
published in a manner which complies with the rules and regulations of the relevant
competent authority, stock exchange and/or quotation system. Any such notice will be
deemed to have been given on the date of the first publication or, where required to be
published in more than one newspaper, on the date of the first publication in all required
newspapers. If publication as provided above is not practicable, notice will be given in such
other manner, and shall be deemed to have been given on such date, as the Trustee may
approve. 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 13.
Until such time as any definitive Notes are issued, there may, so long as any Global Notes
representing the Notes are held in their entirety on behalf of Euroclear and/or Clearstream,
Luxembourg, be substituted for such publication in such newspaper(s) the delivery of the
relevant notice to Euroclear and/or Clearstream, Luxembourg for communication by them to
the holders of the Notes and, in addition, for so long as any Notes are admitted to listing,
trading and/or quotation by any competent authority, stock exchange and/or quotation
system and the rules and regulations of the relevant competent authority, stock exchange
and/or quotation system so require, such notice will be published in a daily newspaper of
general circulation in the place or places required by that competent authority, stock
exchange and/or quotation system. Any such notice shall be deemed to have been given to
the holders of the Notes on the second Business Day after the day on which the said notice
was given to Euroclear and/or Clearstream, Luxembourg.
Notices to be given by any Noteholder shall be in writing and given by lodging the same,
together (in the case of any Note in definitive form) with the relative Note or Notes, with the
Agent. Whilst any of the Notes are represented by a Global Note, such notice may be given
by any holder of a Note to the Agent through Euroclear and/or Clearstream, Luxembourg, as
the case may be, in such manner as the Agent and Euroclear and/or Clearstream,
Luxembourg, as the case may be, may approve for this purpose.
14. MEETINGS OF NOTEHOLDERS, MODIFICATION, WAIVER AND SUBSTITUTION
The Trust Deed contains provisions for convening meetings of the Noteholders to consider
any matter affecting their interests, including the sanctioning by Extraordinary Resolution of
a modification of the Notes, the Coupons or any of the provisions of the Trust Deed. Such a
meeting may be convened by the Issuer or the Trustee and shall be convened by the Issuer
upon the requisition of Noteholders holding not less than five per cent. in nominal amount of
the Notes for the time being outstanding. The quorum at any such meeting for passing an
Extraordinary Resolution is one or more persons holding or representing more than 50 per
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	cent. in nominal amount of the Notes for the time being outstanding, or at any adjourned
meeting one or more persons being or representing Noteholders whatever the nominal
amount of the Notes so held or represented, except that at any meeting the business of
which includes the modification of certain provisions of the Notes or the Coupons or the
Trust Deed (including (but not limited to) modifying (i) the dates of maturity or redemption of
the Notes or any date for payment of interest thereon; (ii) reducing or cancelling the amount
of principal or the rate of interest payable in respect of the Notes; or (iii) altering the currency
of payment of the Notes or the Coupons), the quorum shall be one or more persons holding
or representing not less than two-thirds in nominal amount of the Notes for the time being
outstanding, or at any adjourned such meeting one or more persons holding or representing
not less than 25 per cent. in nominal amount of the Notes for the time being outstanding. An
Extraordinary Resolution passed at any meeting of the Noteholders shall be binding on all
the Noteholders, whether or not they are present at the meeting, and on all Couponholders.
The Trust Deed provides that a resolution, with or without notice, in writing signed by or on
behalf of all Noteholders who for the time being are entitled to receive notice of a meeting of
Noteholders under the Trust Deed will take effect as if it were an Extraordinary Resolution
duly passed at a meeting of the Noteholders. Such a resolution in writing may be contained
in one document or several documents in the same form, each signed by or on behalf of one
or more Noteholders.
The Trust Deed contains provisions for convening a single meeting of holders of Notes of
more than one Series in certain circumstances where the Trustee so decides.
The Trustee may agree, without the consent of the Noteholders or Couponholders, to any
modification of, or to the waiver or authorisation of any breach or proposed breach of, any of
the provisions of the Notes or the Trust Deed, or determine, without any such consent as
aforesaid, that any Event of Default or potential Event of Default shall not be treated as such,
where, in any such case, it is not, in the opinion of the Trustee, materially prejudicial to the
interests of the Noteholders so to do or may agree, without any such consent as aforesaid,
to any modification which is of a formal, minor or technical nature or to correct a manifest
error or an error which is in the opinion of the Trustee, proven.
In connection with the exercise by it of any of its trusts, powers, authorities and discretions
(including, without limitation, any modification, waiver, authorisation or determination), the
Trustee shall have regard to the general interests of the Noteholders as a class (but shall not
have regard to any interests arising from circumstances particular to individual Noteholders
or Couponholders whatever their number) and, in particular but without limitation, shall not
have regard to the consequences of any such exercise for individual Noteholders or
Couponholders (whatever their number) resulting from their being for any purpose domiciled
or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular
territory or any political sub-division thereof and the Trustee shall not be entitled to require,
nor shall any Noteholder or Couponholder be entitled to claim, from the Issuer, the Trustee
or any other person any indemnification or payment in respect of any tax consequences of
any such exercise upon individual Noteholders or Couponholders except to the extent
already provided for in Condition 7 and/or any undertaking or covenant given in addition to,
or in substitution for, Condition 7 pursuant to the Trust Deed.
Any such modification shall be binding on the Noteholders and the Couponholders and any
such modification shall be notified to the Noteholders in accordance with Condition 13 as
soon as practicable thereafter.
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	The Trustee may, without the consent of the Noteholders, agree with the Issuer to the
substitution in place of the Issuer (or of any previous substitute under this Condition 14) as
the principal debtor under the Notes, Coupons and the Trust Deed of another company,
being a Subsidiary of the Issuer or a parent undertaking of the Issuer, subject to (a) the
Trustee being satisfied that the interests of the Noteholders will not be materially prejudiced
by the substitution and (b) certain other conditions set out in the Trust Deed being complied
with.
15. INDEMNIFICATION OF THE TRUSTEE AND ITS CONTRACTING WITH THE
ISSUER
The Trust Deed contains provisions for the indemnification of the Trustee and for its relief
from responsibility, including provisions relieving it from taking action unless indemnified
and/or secured and/or pre-funded to its satisfaction.
The Trust Deed also contains provisions pursuant to which the Trustee is entitled, inter alia,
(i) to enter into business transactions with the Issuer and/or any of its Subsidiaries and to act
as trustee for the holders of any other securities issued or guaranteed by, or relating to, the
Issuer and/or any of its Subsidiaries; (ii) to exercise and enforce its rights, comply with its
obligations and perform its duties under or in relation to any such transactions or, as the
case may be, any such trusteeship without regard to the interests of, or consequences for,
the Noteholders or Couponholders; and (iii) to retain and not be liable to account for any
profit made or any other amount or benefit received thereby or in connection therewith.
16. FURTHER ISSUES
The Issuer shall be at liberty from time to time without the consent of the Noteholders or the
Couponholders (and in accordance with the Trust Deed) to create and issue further notes
having terms and conditions the same as the Notes or the same in all respects save for the
Issue Date, the amount and date of the first payment of interest thereon and/or the Issue
Price and so that the same shall be consolidated and form a single Series with the
outstanding Notes. The Issuer may (from time to time), with the consent of the Trustee,
create and issue other series of notes having the benefit of the Trust Deed.
17. ROUNDING
For the purposes of any calculations referred to in these Conditions (unless otherwise
specified in these Conditions or the applicable Pricing Supplement), (a) all percentages
resulting from such calculations will be rounded, if necessary, to the nearest one hundred-
thousandth of a percentage point (with 0.000005 per cent. being rounded up to 0.00001 per
cent.); (b) all United States dollar amounts used in or resulting from such calculations will be
rounded to the nearest cent (with one half cent being rounded up); (c) all Japanese Yen
amounts used in or resulting from such calculations will be rounded downwards to the next
lower whole Japanese Yen amount; and (d) all amounts denominated in any other currency
used in or resulting from such calculations will be rounded to the nearest two decimal places
in such currency, with 0.005 being rounded upwards.
18. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999
to enforce any term of the Notes but this does not affect any right or remedy of any person
which exists or is available apart from that Act.
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	18. GOVERNING LAW
The Trust Deed, the Agency Agreement, the Notes and the Coupons (and all non-
contractual obligations arising out of or in connection with the Trust Deed, the Agency
Agreement, the Notes and the Coupons) are governed by, and shall be construed in
accordance with, English law.
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	AGENT
HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom
PAYING AGENT
HSBC Institutional Trust Services (Ireland) Limited
1 Grand Canal Square
Grand Canal Harbour
Dublin 2
Ireland
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	THE SECOND SCHEDULE
FORMS OF GLOBAL AND DEFINITIVE NOTES, COUPONS AND TALONS
PART I
FORM OF TEMPORARY GLOBAL NOTE
[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.]1
RENTOKIL INITIAL PLC
(the "Issuer")
(incorporated with limited liability under the laws of England with registration number 5393279)
TEMPORARY GLOBAL NOTE
This Note is a Temporary Global Note in respect of a duly authorised issue of Notes of the Issuer (the
"Notes") of the Nominal Amount, Specified Currency(ies) and Specified Denomination(s) as are
specified in the Pricing Supplement applicable to the Notes (the "Pricing Supplement"), a copy of
which is annexed hereto.  References herein to the Conditions shall be to the Terms and Conditions of
the Notes as set out in the First Schedule to the Trust Deed (as defined below) as supplemented by the
Pricing Supplement but, in the event of any conflict between the provisions of the said Conditions and
the information in the Pricing Supplement, the Pricing Supplement will prevail.
Words and expressions defined in the Conditions shall bear the same meanings when used in this
Global Note.
This Global Note is issued subject to, and with the benefit of, the Conditions and a Trust Deed (such
Trust Deed as modified and/or supplemented and/or restated from time to time, the "Trust Deed")
dated 9 December 2005 and made between the Issuer and HSBC Corporate Trustee Company (UK)
Limited (as successor to HSBC Trustee (C.I.) Limited) as trustee for the holders of the Notes.
For value received, the Issuer, subject as hereinafter provided and subject to and in accordance with
the Conditions and the Trust Deed, promises to pay to the bearer hereof on the Maturity Date and/or
on such earlier date(s) as all or any of the Notes represented by this Global Note may become due and
repayable in accordance with the Conditions and the Trust Deed, the amount payable under the
Conditions in respect of such Notes on each such date and to pay interest (if any) on the nominal
amount of the Notes from time to time represented by this Global Note calculated and payable as
provided in the Conditions and the Trust Deed together with any other sums payable under the
Conditions and the Trust Deed, upon presentation and, at maturity, surrender of this Global Note at
the specified office of the Agent at 8 Canada Square, London E14 5HQ,  or such other specified office
as may be specified for this purpose in accordance with the Conditions or at the specified office of
any of the other Paying Agents located outside the United States, its territories and possessions
(except as provided in the Conditions) from time to time appointed by the Issuer in respect of the
Notes.
On any redemption or payment of interest being made in respect of, or purchase and cancellation of,
any of the Notes represented by this Global Note details of such redemption, payment, purchase and
1 Delete where the original maturity of the Notes is 365 days or less.
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	cancellation (as the case may be) shall be entered by or on behalf of the Issuer in Schedule One hereto
and the relevant space in Schedule One hereto recording any such redemption, payment, purchase and
cancellation (as the case may be) shall be signed by or on behalf of the Issuer.  Upon any such
redemption or purchase and cancellation the nominal amount of this Global Note and the Notes
represented by this Global Note shall be reduced by the nominal amount of such Notes so redeemed
or purchased and cancelled.  The nominal amount from time to time of this Global Note and of the
Notes represented by this Global Note following any such redemption or purchase and cancellation as
aforesaid or any exchange as referred to below shall be the nominal amount most recently entered in
the relevant column in Part II or III of Schedule One hereto or in Schedule Two hereto.
Payments of principal and interest (if any) due prior to the Exchange Date (as defined below) will
only be made to the bearer hereof to the extent that there is presented to the Agent by Clearstream
Banking S.A. ("Clearstream, Luxembourg") or Euroclear Bank SA/NV ("Euroclear") a certificate
to the effect that it has received from or in respect of a person entitled to a particular nominal amount
of the Notes represented by this Global Note (as shown by its records) a certificate of non-US
beneficial ownership in the form required by it.  The bearer of this Global Note will not (unless upon
due presentation of this Global Note for exchange, delivery of the appropriate number of Definitive
Notes (together, if applicable, with the Coupons and Talons appertaining thereto in or substantially in
the forms set out in Parts III, IV and V of the Second Schedule to the Trust Deed) or, as the case may
be, issue and delivery (or, as the case may be, endorsement) of the Permanent Global Note is
improperly withheld or refused and such withholding or refusal is continuing at the relevant payment
date) be entitled to receive any payment hereon due on or after the Exchange Date.
On or after the date (the "Exchange Date") which is 40 days after the Issue Date, this Global Note
may be exchanged (free of charge) in whole or in part for, as specified in the Pricing Supplement,
either Definitive Notes and (if applicable) Coupons and/or Talons (on the basis that all the appropriate
details have been included on the face of such Definitive Notes and (if applicable) Coupons and/or
Talons and the relevant information supplementing, the Conditions appearing in the Pricing
Supplement has been endorsed on or attached to such Definitive Notes) or a Permanent Global Note
in or substantially in the form set out in Part II of the Second Schedule to the Trust Deed (together
with the Pricing Supplement attached thereto) upon notice being given by Euroclear and/or
Clearstream, Luxembourg acting on the instructions of any holder of an interest in this Global Note
and subject, in the case of Definitive Notes, to such notice period as is specified in the Pricing
Supplement.
If Definitive Notes and (if applicable) Coupons and/or Talons have already been issued in exchange
for all the Notes represented for the time being by the Permanent Global Note, then this Global Note
may only thereafter be exchanged for Definitive Notes and (if applicable) Coupons and/or Talons
pursuant to the terms hereof.
Presentation of this Global Note for exchange shall be made by the bearer hereof on any day (other
than a Saturday or Sunday) on which banks are open for business in London at the office of the Agent
specified above.  The Issuer shall procure that Definitive Notes or (as the case may be) the Permanent
Global Note shall be so issued and delivered in exchange for only that portion of this Global Note in
respect of which there shall have been presented to the Agent by Euroclear or Clearstream,
Luxembourg a certificate to the effect that it has received from or in respect of a person entitled to a
particular nominal amount of the Notes represented by this Global Note (as shown by its records) of
non-US beneficial ownership in the form required by it.
On an exchange of the whole of this Global Note, this Global Note shall be surrendered to the Agent.
On an exchange of part only of this Global Note, details of such exchange shall be entered by or on
behalf of the Issuer in Schedule Two hereto and the relevant space in Schedule Two hereto recording
such exchange shall be signed by or on behalf of the Issuer, whereupon the nominal amount of this
76





	
	Global Note and the Notes represented by this Global Note shall be reduced by the nominal amount of
this Global Note so exchanged.  On any exchange of this Global Note for a Permanent Global Note,
details of such exchange shall be entered by or on behalf of the Issuer in Schedule Two to the
Permanent Global Note and the relevant space in Schedule Two thereto recording such exchange shall
be signed by or on behalf of the Issuer.
Until the exchange of the whole of this Global Note as aforesaid, the bearer hereof shall (subject as
provided in the next paragraph) in all respects (except as otherwise provided herein) be entitled to the
same benefits as if he were the bearer of Definitive Notes and the relative Coupons and/or Talons (if
any) in the form(s) set out in Parts III, IV and V (as applicable) of the Second Schedule to the Trust
Deed.
Each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in
the records of Euroclear or Clearstream, Luxembourg as the holder of a particular nominal amount of
the Notes represented by this Global Note (in which regard any certificate or other document issued
by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the
account of any person shall be conclusive and binding for all purposes save in the case of manifest
error) shall be treated by the Issuer, the Trustee, the Agent and any other Paying Agent as the holder
of such nominal amount of such Notes for all purposes other than with respect to the payment of
principal and interest on such nominal amount of such Notes, the right to which shall be vested, as
against the Issuer, solely in the bearer of this Global Note in accordance with and subject to the terms
of this Global Note and the Trust Deed.
This Global Note is governed by, and shall be construed in accordance with, English law.
A person who is not a party to this Global Note has no right under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this Global Note, but this does not affect any right or remedy
of a third party which exists or is available apart from that Act.
This Global Note shall not be valid unless authenticated by HSBC Bank plc as Agent.
IN WITNESS whereof the Issuer has caused this Global Note to be signed manually or in facsimile by
a person duly authorised on its behalf.
Issued as of [ ].
RENTOKIL INITIAL PLC
By: .....................................................
     Duly Authorised
Authenticated by
HSBC Bank plc
as Agent.
By: .....................................................
   Authorised Officer
77





	
	Schedule One
PART I
INTEREST PAYMENTS
Date made
Interest Payment
Date
Total amount of
interest payable
Amount of
interest paid
Confirmation of
payment by or on
behalf of the
Issuer
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
78





	
	 PART II
REDEMPTIONS
Date
made
Total amount
of principal
payable
Amount of
principal paid
Remaining nominal
amount of this
Global Note
following such
redemption*
Confirmation of
redemption by or
on behalf of the
Issuer
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
______ ____________ ____________ ____________ ____________
* See most recent entry in Part II or III  or Schedule Two in order to determine this amount.
79





	
	PART III
PURCHASES AND CANCELLATIONS
Date
made
Part of nominal amount
of this Global Note
purchased and cancelled
Remaining nominal
amount of this Global
Note following such
purchase and
cancellation*
Confirmation of purchase
and cancellation by or on
behalf of the Issuer
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
* See most recent entry in Part II or III or Schedule Two in order to determine this amount.
80





	
	Schedule Two
EXCHANGES
FOR DEFINITIVE NOTES OR PERMANENT GLOBAL NOTE
The following exchanges of a part of this Global Note for Definitive  Notes or a part of a Permanent
Global Note have been made:
Date
made
Nominal amount of this
Global Note exchanged for
Definitive Notes or a part
of a Permanent Global Note
Remaining nominal amount
of this Global Note
following such exchange*
Notation made by or on
behalf of the Issuer
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
________ _____________________ _____________________ ____________________
* See most recent entry in Part II or III of Schedule One or in this Schedule Two in order to determine this amount.
81





	
	PART II
FORM OF PERMANENT GLOBAL NOTE
[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.]1
RENTOKIL INITIAL PLC
(the "Issuer")
(incorporated with limited liability under the laws of England with registration number 5393279)
PERMANENT GLOBAL NOTE
This Note is a Permanent Global Note in respect of a duly authorised issue of Notes of the Issuer (the
"Notes") of the Nominal Amount, Specified Currency(ies) and Specified Denomination(s) as are
specified in the Pricing Supplement applicable to the Notes (the "Pricing Supplement"), a copy of
which is annexed hereto.  References herein to the Conditions shall be to the Terms and Conditions of
the Notes as set out in the First Schedule to the Trust Deed (as defined below) as supplemented by the
Pricing Supplement but, in the event of any conflict between the provisions of the said Conditions and
the information in the Pricing Supplement, the Pricing Supplement will prevail.
Words and expressions defined in the Conditions shall bear the same meanings when used in this
Global Note.
This Global Note is issued subject to, and with the benefit of, the Conditions and a Trust Deed (such
Trust Deed as modified and/or supplemented and/or restated from time to time, the "Trust Deed")
dated 9 December 2005 and made between the Issuer and HSBC Corporate Trustee Company (UK)
Limited (as successor to HSBC Trustee (C.I.) Limited) as trustee for the holders of the Notes.
For value received, the Issuer, subject to and in accordance with the Conditions and the Trust Deed,
promises to pay to the bearer hereof on the Maturity Date and/or on such earlier date(s) as all or any
of the Notes represented by this Global Note may become due and repayable in accordance with the
Conditions and the Trust Deed, the amount payable under the Conditions in respect of such Notes on
each such date and to pay interest (if any) on the nominal amount of the Notes from time to time
represented by this Global Note calculated and payable as provided in the Conditions and the Trust
Deed together with any other sums payable under the Conditions and the Trust Deed, upon
presentation and, at maturity, surrender of this Global Note at the specified office of the Agent at 8
Canada Square, London E14 5HQ, England or such other specified office as may be specified for this
purpose in accordance with the Conditions or at the specified office of any of the other Paying Agents
located outside the United States, its territories and possessions (except as provided in the Conditions)
from time to time appointed by the Issuer in respect of the Notes.
On any redemption or payment interest being made in respect of, or purchase and cancellation of, any
of the Notes represented by this Global Note details of such redemption, payment, purchase and
cancellation (as the case may be) shall be entered by or on behalf of the Issuer in Schedule One hereto
and the relevant space in Schedule One hereto recording any such redemption, payment, purchase and
cancellation (as the case may be) shall be signed by or on behalf of the Issuer.  Upon any such
redemption or purchase and cancellation the nominal amount of this Global Note and the Notes
1 Delete where the original maturity of the Notes is 365 days or less.
82





	
	represented by this Global Note shall be reduced by the nominal amount of such Notes so redeemed
or purchased and cancelled.  The nominal amount from time to time of this Global Note and of the
Notes represented by this Global Note following any such redemption or purchase and cancellation as
aforesaid or any exchange as referred to below shall be the nominal amount most recently entered in
the relevant column in Part II or III of Schedule One hereto or in Schedule Two hereto.
Where TEFRA D is specified in the applicable Pricing Supplement, the Notes will initially have been
represented by a Temporary Global Note.  On any exchange of such Temporary Global Note issued in
respect of the Notes for this Global Note or any part hereof, details of such exchange shall be entered
by or on behalf of the Issuer in Schedule Two hereto and the relevant space in Schedule Two hereto
recording such exchange shall be signed by or on behalf of the Issuer, whereupon the nominal amount
of this Global Note and the Notes represented by this Global Note shall be increased by the nominal
amount of the Temporary Global Note so exchanged.
This Global Note may be exchanged (free of charge) in whole, but not in part, for Definitive Notes
and (if applicable) Coupons and/or Talons in or substantially in the forms set out in Parts III, IV, V
and VI of the Second Schedule to the Trust Deed (on the basis that all the appropriate details have
been included on the face of such Definitive Notes and (if applicable) Coupons and/or Talons and the
relevant information supplementing the Conditions appearing in the Pricing Supplement has been
endorsed on or attached to such Definitive Notes) either, as specified in the applicable Pricing
Supplement:
(i) upon not less than 60 days' written notice being given to the Agent by Euroclear Bank SA/NV
("Euroclear") and/or Clearstream Banking S.A. ("Clearstream, Luxembourg") (acting on
the instructions of any holder of an interest in this Global Note); or
(ii) upon the occurrence of an Exchange Event.
An "Exchange Event" means:
(1) an Event of Default has occurred and is continuing;
(2) the Issuer has been notified that both Euroclear and Clearstream, Luxembourg have
been closed for business for a continuous period of 14 days (other than by reason of
holiday, statutory or otherwise) or have announced an intention permanently to cease
business or have in fact done so and no successor clearing system satisfactory to the
Trustee is available; or
(3) the Issuer has or will become subject to adverse tax consequences which would not be
suffered were the Notes in definitive form and a certificate to such effect from two
Directors of the Issuer has been given to the Trustee.
If this Global Note represents Notes having denominations consisting of a minimum Specified
Denomination and integral multiples of a smaller amount thereabove then it may only be exchanged
for definitive Notes upon an Exchange Event.
If this Global Note is exchangeable following the occurrence of an Exchange Event:
(i) the Issuer will promptly give notice to Noteholders in accordance with Condition 13
upon the occurrence of such Exchange Event; and
(ii) Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder
of an interest in this Global Note) or the Trustee may give notice to the Agent
83





	
	requesting exchange and, in the event of the occurrence of an Exchange Event as
described in (3) above, the Issuer may also give notice to the Agent requesting
exchange.
Any such exchange shall occur on a date specified in the notice not more than 45 days after the date of
receipt of the first relevant notice by the Agent.
The first notice requesting exchange in accordance with the above provisions shall give rise to the
issue of Definitive Notes for the total nominal amount of Notes represented by this Global Note.
Any such exchange as aforesaid will be made upon presentation of this Global Note by the bearer
hereof on any day (other than a Saturday or Sunday) on which banks are open for business in London
at the office of the Agent specified above.
The aggregate nominal amount of Definitive Notes issued upon an exchange of this Global Note will
be equal to the aggregate nominal amount of this Global Note.  Upon exchange of this Global Note for
Definitive Notes, the Agent shall cancel it or procure that it is cancelled.
Until the exchange of the whole of this Global Note as aforesaid, the bearer hereof shall (subject as
provided in the next paragraph) in all respects be entitled to the same benefits as if he were the bearer
of Definitive Notes and the relative, Coupons and/or Talons (if any) in the form(s) set out in Parts III,
IV and V (as applicable) of the Second Schedule to the Trust Deed.
Each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in
the records of Euroclear or Clearstream, Luxembourg as the holder of a particular nominal amount of
the Notes represented by this Global Note (in which regard any certificate or other document issued by
Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the
account of any person shall be conclusive and binding for all purposes save in the case of manifest
error) shall be treated by the Issuer, the Trustee, the Agent and any other Paying Agent as the holder of
such nominal amount of such Notes for all purposes other than with respect to the payment of
principal and interest on such nominal amount of such Notes, the right to which shall be vested, as
against the Issuer, solely in the bearer of this Global Note in accordance with and subject to the terms
of this Global Note and the Trust Deed.
This Global Note is governed by, and shall be construed in accordance with, English law.
A person who is not a party to this Global Note has no right under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this Global Note, but this does not affect any right or remedy
of a third party which exists or is available apart from that Act.
This Global Note shall not be valid unless authenticated by HSBC Bank plc as Agent.
84





	
	IN WITNESS whereof the Issuer has caused this Global Note to be signed manually or in facsimile by
a person duly authorised on its behalf.
Issued as of [ ].
RENTOKIL INITIAL PLC
By: .....................................................
     Duly Authorised
Authenticated by
HSBC Bank plc
as Agent.
By: .....................................................
   Authorised Officer
85





	
	Schedule One
PART I
INTEREST PAYMENTS
Date made
Interest Payment
Date
Total amount of
interest payable
Amount of
interest paid
Confirmation of
payment by or on
behalf of the
Issuer
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
86





	
	 PART II
REDEMPTIONS
Date
made
Total amount
of principal
payable
Amount of
principal paid
Remaining nominal
amount of this
Global Note
following such
redemption*
Confirmation of
redemption by or on
behalf of the Issuer
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
_____ ____________ ____________ ____________ ____________
* See most recent entry in Part II or III or Schedule Two in order to determine this amount.
87





	
	PART III
PURCHASES AND CANCELLATIONS
Date
made
Part of nominal amount of
this Global Note
purchased and cancelled
Remaining nominal
amount of this Global
Note following such
purchase and
cancellation*
Confirmation of purchase
and cancellation by or on
behalf of the Issuer
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
_________ ____________________ ____________________ ____________________
* See most recent entry in Part II or III or Schedule Two in order to determine this amount.
88





	
	Schedule Two
EXCHANGES
Date made
Nominal amount of
Temporary Global
Note exchanged for
this Global Note
Increased nominal
amount of this
Global Note
following
such exchange*
Notation made by
or on behalf of
the Issuer
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
_________ _______________ _______________ __________________
* See most recent entry in Part II or III of Schedule One or in this Schedule Two in order to determine this amount.
89





	
	PART III
FORM OF DEFINITIVE NOTE
[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.]1
RENTOKIL INITIAL PLC
(the "Issuer")
(incorporated with limited liability under the laws of England with registration number 5393279)
[Specified Currency and Nominal Amount of Tranche]
NOTES DUE
[Year of Maturity]
This Note is one of a Series of Notes of [Specified Currency(ies) and Specified Denomination(s)]
each of the Issuer ("Notes").  References herein to the Conditions shall be to the Terms and
Conditions [endorsed hereon/set out in the First Schedule to the Trust Deed (as defined below) which
shall be incorporated by reference herein and have effect as if set out herein] as supplemented, by the
relevant information appearing in the Pricing Supplement (the "Pricing Supplement") endorsed
hereon but, in the event of any conflict between the provisions of the said Conditions and such
information in the Pricing Supplement, such information will prevail.
Words and expressions defined in the Conditions shall bear the same meanings when used in this
Note.
This Note is issued subject to, and with the benefit of, the Conditions and a Trust Deed (such Trust
Deed as modified and/or supplemented and/or restated from time to time, the "Trust Deed") dated 9
December 2005 and made between the Issuer and HSBC Corporate Trustee Company (UK) Limited
(as successor to HSBC Trustee (C.I.) Limited) as trustee for the holders of the Notes.
For value received, the Issuer, subject to and in accordance with the Conditions and the Trust Deed,
promises to pay to the bearer hereof on the Maturity Date or on such earlier date as this Note may
become due and repayable in accordance with the Conditions and the Trust Deed, the amount payable
on redemption of this Note and to pay interest (if any) on the nominal amount of this Note calculated
and payable as provided in the Conditions and the Trust Deed together with any other sums payable
under the Conditions and the Trust Deed.
This Note shall not be valid unless authenticated by HSBC Bank plc as Agent.
1 Delete where the original maturity of the Notes is 365 days or less.
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	IN WITNESS whereof this Note has been executed on behalf of the Issuer.
Issued as of [ ].
RENTOKIL INITIAL PLC
By: .....................................................
  Duly Authorised
Authenticated by
HSBC Bank plc,
as Agent.
By: .....................................................
    Authorised Officer
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	[Conditions]
[Conditions to be as set out in the First Schedule to this Trust Deed or such other form as may be
agreed between the Issuer, the Agent, the Trustee and the relevant Dealer(s), but shall not be endorsed
if not required by the relevant Stock Exchange]
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	Pricing Supplement
[Here to be set out the text of the relevant information supplementing the Conditions which appears in
the Pricing Supplement relating to the Notes]
93





	
	PART IV
FORM OF COUPON
[Face of Coupon]
RENTOKIL INITIAL PLC
[Specified Currency and Nominal Amount of Tranche]
NOTES DUE
[Year of Maturity]
Series No. [       ]
[Coupon appertaining to a Note in the denomination of [Specified Currency and Specified
Denomination]]. 1
Part A
[For Fixed Rate Notes:
This Coupon is payable to bearer, separately
negotiable and subject to the Terms and
Conditions of the said Notes.
Coupon for
[          ]
due on [       ], [      ]]
Part B
[For Floating Rate Notes:
Coupon for the amount due in accordance with
the Terms and Conditions endorsed on,
attached to or incorporated by reference
into the said Notes on [the Interest Payment
Date falling in [     ] [     ]/[   ]].
This Coupon is payable to bearer, separately
negotiable and subject to such Terms and
Conditions, under which it may become void
before its due date.]
[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.]2
1 Delete where the Notes are all of the same denomination.
2 Delete where the original maturity of the Notes is 365 days or less.
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	PART V
FORM OF TALON
[Face of Talon]
RENTOKIL INITIAL PLC
[Specified Currency and Nominal Amount of Tranche]
NOTES DUE
[Year of Maturity]
Series No. [       ]
[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.]1
[Talon appertaining to a Note in the denomination of [Specified Currency and Specified
Denomination]] 2
On and after [              ] further Coupons [and a further Talon]3 appertaining to the Note to which this
Talon appertains will be issued at the specified office of any of the Paying Agents set out on the
reverse hereof (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) upon production and surrender of this Talon.
This Talon may, in certain circumstances, become void under the Terms and Conditions endorsed on
the Note to which this Talon appertains.
1 Delete where the original maturity of the Notes is 365 days or less.
2 Delete where the Notes are all of the same denomination.
3 Not required on last Coupon sheet.
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	[Reverse of Coupons and Talons]
AGENT
HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom
OTHER PAYING AGENT
HSBC Institutional Trust Services (Ireland) Limited
1 Grand Canal Square
Grand Canal Harbour
Dublin 2
Ireland
and/or such other or further Agent or other Paying Agents and/or specified offices as may from time
to time be duly appointed by the Issuer and notice of which has been given to the Noteholders.
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	THE THIRD SCHEDULE
PROVISIONS FOR MEETINGS OF NOTEHOLDERS
1. (A) As used in this Schedule the following expressions shall have the following meanings
unless the context otherwise requires:
(i) "voting certificate" shall mean an English language certificate issued by a
Paying Agent and dated in which it is stated:
(a) that on the date thereof Notes (whether in definitive form or
represented by a Global Note and not being Notes in respect of which
a block voting instruction has been issued and is outstanding in
respect of the meeting specified in such voting certificate or any
adjourned such meeting) were deposited with such Paying Agent or
(to the satisfaction of such Paying Agent) were held to its order or
under its control or blocked in an account with a clearing system and
that no such Notes will cease to be so deposited or held or blocked
until the first to occur of:
(1) the conclusion of the meeting specified in such certificate or,
if later, of any adjourned such meeting; and
(2) the surrender of the certificate to the Paying Agent who
issued the same; and
(b) that the bearer thereof is entitled to attend and vote at such meeting
and any adjourned such meeting in respect of the Notes represented
by such certificate;
(ii) "block voting instruction" shall mean an English language document issued
by a Paying Agent and dated in which:
(a) it is certified that Notes (whether in definitive form or represented by
a Global Note and not being Notes in respect of which a voting
certificate has been issued and is outstanding in respect of the
meeting specified in such block voting instruction and any adjourned
such meeting) have been deposited with such Paying Agent or (to the
satisfaction of such Paying Agent) were held to its order or under its
control or blocked in an account with a clearing system and that no
such Notes will cease to be so deposited or held or blocked until the
first to occur of:
(1) the conclusion of the meeting specified in such document or,
if later, of any adjourned such meeting; and
(2) the surrender to the Paying Agent not less than 48 hours
before the time for which such meeting or any adjourned
such meeting is convened of the receipt issued by such
Paying Agent in respect of each such deposited Note which
is to be released or (as the case may require) the Note or
Notes ceasing with the agreement of the Paying Agent to be
held to its order or under its control or so blocked and the
giving of notice by the Paying Agent to the Issuer in
accordance with paragraph 17 hereof of the necessary
amendment to the block voting instruction;
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	(b) it is certified that each holder of such Notes has instructed such
Paying Agent that the vote(s) attributable to the Note or Notes so
deposited or held or blocked should be cast in a particular way in
relation to the resolution or resolutions to be put to such meeting or
any adjourned such meeting and that all such instructions are during
the period commencing 48 hours prior to the time for which such
meeting or any adjourned such meeting is convened and ending at the
conclusion or adjournment thereof neither revocable nor capable of
amendment;
(c) the aggregate principal amount of the Notes so deposited or held or
blocked are listed distinguishing with regard to each such resolution
between those in respect of which instructions have been given as
aforesaid that the votes attributable thereto should be cast in favour
of the resolution and those in respect of which instructions have been
so given that the votes attributable thereto should be cast against the
resolution; and
(d) one or more persons named in such document (each hereinafter
called a "proxy") is or are authorised and instructed by such Paying
Agent to cast the votes attributable to the Notes so listed in
accordance with the instructions referred to in (c) above as set out in
such document;
(iii) "Clearing System” shall mean Euroclear and/or Clearstream, Luxembourg
and includes in respect of any Note any clearing system on behalf of which
such Note is held or which is the bearer or holder of a Note, in either case
whether alone or jointly with any other Clearing System(s).  For the
avoidance of doubt, the provisions of subclause 1(B)(v) of the Trust Deed
shall apply to this definition;
(iv) "24 hours" shall mean a period of 24 hours including all or part of a day
upon which banks are open for business in both the place where the relevant
meeting is to be held and in each of the places where the Paying Agents have
their specified offices (disregarding for this purpose the day upon which such
meeting is to be held) and such period shall be extended by one period or, to
the extent necessary, more periods of 24 hours until there is included as
aforesaid all or part of a day upon which banks are open for business in all of
the places as aforesaid; and
(v) "48 hours" shall mean a period of 48 hours including all or part of two days
upon which banks are open for business both in the place where the relevant
meeting is to be held and in each of the places where the Paying Agents have
their specified offices (disregarding for this purpose the day upon which such
meeting is to be held) and such period shall be extended by one period or, to
the extent necessary, more periods of 24 hours until there is included as
aforesaid all or part of two days upon which banks are open for business in
all of the places as aforesaid.
(B) A holder of a Note (whether in definitive form or represented by a Global Note) may
obtain a voting certificate in respect of such Note from a Paying Agent or require a
Paying Agent to issue a block voting instruction in respect of such Note by depositing
such Note with such Paying Agent or (to the satisfaction of such Paying Agent) by
such Note being held to its order or under its control or being blocked in an account
with a clearing system, in each case not less than 48 hours before the time fixed for
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	the relevant meeting and on the terms set out in sub-paragraph (A)(i)(a) or (A)(ii)(a)
above (as the case may be), and (in the case of a block voting instruction) instructing
such Paying Agent to the effect set out in sub-paragraph (A)(ii)(b) above. The holder
of any voting certificate or the proxies named in any block voting instruction shall for
all purposes in connection with the relevant meeting or adjourned meeting of
Noteholders be deemed to be the holder of the Notes to which such voting certificate
or block voting instruction relates and the Paying Agent with which such Notes have
been deposited or the person holding the same to the order or under the control of
such Paying Agent or the clearing system in which such Notes have been blocked
shall be deemed for such purposes not to be the holder of those Notes.
2. The Issuer or the Trustee may at any time and the Issuer shall upon a requisition in writing in
the English language signed by the holders of not less than one-twentieth in nominal amount
of the Notes for the time being outstanding convene a meeting of the Noteholders and if the
Issuer makes default for a period of seven days in convening such a meeting the same may be
convened by the Trustee or the requisitionists. Every such meeting shall be held at such time
and place as the Trustee may appoint or approve.
3. At least 21 days' notice (exclusive of the day on which the notice is given and the day on
which the meeting is to be held) specifying the place, day and hour of meeting shall be given
to the holders of the relevant Notes prior to any meeting of such holders in the manner
provided by Condition 13. Such notice, which shall be in the English language, shall state
generally the nature of the business to be transacted at the meeting thereby convened but
(except for an Extraordinary Resolution) it shall not be necessary to specify in such notice the
terms of any resolution to be proposed. Such notice shall include statements, if applicable, to
the effect that Notes may, not less than 48 hours before the time fixed for the meeting, be
deposited with Paying Agents or (to their satisfaction) held to their order or under their
control or blocked in an account with a clearing system for the purpose of obtaining voting
certificates or appointing proxies. A copy of the notice shall be sent by post to the Trustee
(unless the meeting is convened by the Trustee) and to the Issuer (unless the meeting is
convened by the Issuer).
4. A person (who may but need not be a Noteholder) nominated in writing by the Trustee shall
be entitled to take the chair at the relevant meeting or adjourned meeting but if no such
nomination is made or if at any meeting or adjourned meeting the person nominated shall not
be present within 15 minutes after the time appointed for holding the meeting or adjourned
meeting the Noteholders present shall choose one of their number to be Chairman, failing
which the Issuer may appoint a Chairman. The Chairman of an adjourned meeting need not be
the same person as was Chairman of the meeting from which the adjournment took place.
5. At any such meeting one or more persons present holding Definitive Notes or voting
certificates or being proxies and holding or representing in the aggregate not less than one-
twentieth of the nominal amount of the Notes for the time being outstanding shall (except for
the purpose of passing an Extraordinary Resolution) form a quorum for the transaction of
business and no business (other than the choosing of a Chairman) shall be transacted at any
meeting unless the requisite quorum be present at the commencement of the relevant business.
The quorum at any such meeting for passing an Extraordinary Resolution shall (subject as
provided below) be one or more persons present holding Definitive Notes or voting
certificates or being proxies and holding or representing in the aggregate more than 50 per
cent. in nominal amount of the Notes for the time being outstanding PROVIDED THAT at
any meeting the business of which includes any of the following matters (each of which shall,
subject only to Clause 18(B), only be capable of being effected after having been approved by
Extraordinary Resolution) namely:
(i) reduction or cancellation of the amount payable or, where applicable, modification,
except where such modification is in the opinion of the Trustee bound to result in an
99





	
	increase, of the method of calculating the amount payable or modification of the date
of payment or, where applicable, of the method of calculating the date of payment in
respect of any principal or interest in respect of the Notes;
(ii) alteration of the currency in which payments under the Notes and Coupons are to be
made;
(iii) alteration of the majority required to pass an Extraordinary Resolution;
(iv) the sanctioning of any such scheme or proposal as is described in paragraph 18(I)
below; and
(v) alteration of this proviso or the proviso to paragraph 6 below;
the quorum shall be one or more persons present holding Definitive Notes or voting
certificates or being proxies and holding or representing in the aggregate not less than two-
thirds of the nominal amount of the Notes for the time being outstanding.
6. If within 15 minutes (or such longer period not exceeding 30 minutes as the Chairman may
decide) after the time appointed for any such meeting a quorum is not present for the
transaction of any particular business, then, subject and without prejudice to the transaction of
the business (if any) for which a quorum is present, the meeting shall if convened upon the
requisition of Noteholders be dissolved. In any other case it shall stand adjourned to the same
day in the next week (or if such day is a public holiday the next succeeding business day) at
the same time and place (except in the case of a meeting at which an Extraordinary Resolution
is to be proposed in which case it shall stand adjourned for such period, being not less than 13
clear days nor more than 42 clear days, and to such place as may be appointed by the
Chairman either at or subsequent to such meeting and approved by the Trustee). If within 15
minutes (or such longer period not exceeding 30 minutes as the Chairman may decide) after
the time appointed for any adjourned meeting a quorum is not present for the transaction of
any particular business, then, subject and without prejudice to the transaction of the business
(if any) for which a quorum is present, the Chairman may either (with the approval of the
Trustee) dissolve such meeting or adjourn the same for such period, being not less than
13 clear days (but without any maximum number of clear days), and to such place as may be
appointed by the Chairman either at or subsequent to such adjourned meeting and approved
by the Trustee, and the provisions of this sentence shall apply to all further adjourned such
meetings. At any adjourned meeting one or more persons present holding Definitive Notes or
voting certificates or being proxies (whatever the nominal amount of the Notes so held or
represented by them) shall (subject as provided below) form a quorum and shall have power
to pass any Extraordinary Resolution or other resolution and to decide upon all matters which
could properly have been dealt with at the meeting from which the adjournment took place
had the requisite quorum been present PROVIDED THAT at any adjourned meeting the
quorum for the transaction of business comprising any of the matters specified in the proviso
to paragraph 5 above shall be one or more persons present holding Definitive Notes or voting
certificates or being proxies and holding or representing in the aggregate not less than
one-third of the nominal amount of the Notes for the time being outstanding.
7. Notice of any adjourned meeting at which an Extraordinary Resolution is to be submitted
shall be given in the same manner as notice of an original meeting but as if 10 were
substituted for 21 in paragraph 3 above and such notice shall state the relevant quorum.
Subject as aforesaid it shall not be necessary to give any notice of an adjourned meeting.
8. Every question submitted to a meeting shall be decided in the first instance by a show of
hands and in case of equality of votes the Chairman shall both on a show of hands and on a
poll have a casting vote in addition to the vote or votes (if any) to which he may be entitled as
a Noteholder or as a holder of a voting certificate or as a proxy.
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	9. At any meeting unless a poll is (before or on the declaration of the result of the show of
hands) demanded by the Chairman, the Issuer, the Trustee or any person present holding a
Definitive Note or a voting certificate or being a proxy (whatever the nominal amount of the
Notes so held or represented by him) a declaration by the Chairman that a resolution has been
carried or carried by a particular majority or lost or not carried by a particular majority shall
be conclusive evidence of the fact without proof of the number or proportion of the votes
recorded in favour of or against such resolution.
10. Subject to paragraph 12 below, if at any such meeting a poll is so demanded it shall be taken
in such manner and subject as hereinafter provided either at once or after an adjournment as
the Chairman directs and the result of such poll shall be deemed to be the resolution of the
meeting at which the poll was demanded as at the date of the taking of the poll. The demand
for a poll shall not prevent the continuance of the meeting for the transaction of any business
other than the motion on which the poll has been demanded.
11. The Chairman may with the consent of (and shall if directed by) any such meeting adjourn the
same from time to time and from place to place but no business shall be transacted at any
adjourned meeting except business which might lawfully (but for lack of required quorum)
have been transacted at the meeting from which the adjournment took place.
12. Any poll demanded at any such meeting on the election of a Chairman or on any question of
adjournment shall be taken at the meeting without adjournment.
13. The Trustee and its lawyers and any director, officer or employee of a corporation being a
trustee of these presents and any director or officer of the Issuer and its or their lawyers and
any other person authorised so to do by the Trustee may attend and speak at any meeting.
Save as aforesaid, but without prejudice to the proviso to the definition of "outstanding" in
Clause 1, no person shall be entitled to attend and speak nor shall any person be entitled to
vote at any meeting of Noteholders or join with others in requesting the convening of such a
meeting or to exercise the rights conferred on Noteholders by Clause 8(A) or Condition 9
unless he either produces the Definitive Note or Definitive Notes of which he is the holder or
a voting certificate or is a proxy.  No person shall be entitled to vote at any meeting in respect
of Notes held by, for the benefit of, or on behalf of, the Issuer, any Subsidiary of the Issuer,
any holding company of the Issuer or any Subsidiary of such holding company. Nothing
herein shall prevent any of the proxies named in any block voting instruction from being a
director, officer or representative of or otherwise connected with the Issuer.
14. Subject as provided in paragraph 13 hereof at any meeting:
(A) on a show of hands every person who is present in person and produces a Definitive
Note or voting certificate or is a proxy shall have one vote; and
(B) on a poll every person who is so present shall have one vote in respect of each €1 or
such other amount as the Trustee may in its absolute discretion stipulate (or, in the
case of meetings of holders of Notes denominated in another currency, such amount
in such other currency as the Trustee in its absolute discretion may stipulate) in
nominal amount of the Definitive Notes so produced or represented by the voting
certificate so produced or in respect of which he is a proxy.
Without prejudice to the obligations of the proxies named in any block voting instruction any
person entitled to more than one vote need not use all his votes or cast all the votes to which
he is entitled in the same way.
15. The proxies named in any block voting instruction need not be Noteholders.
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	16. Each block voting instruction together (if so requested by the Trustee) with proof satisfactory
to the Trustee of its due execution on behalf of the relevant Paying Agent and each form of
proxy shall be deposited by the relevant Paying Agent at such place as the Trustee shall
approve not less than 24 hours before the time appointed for holding the meeting or adjourned
meeting at which the proxies named in the block voting instruction propose to vote and in
default the block voting instruction shall not be treated as valid unless the Chairman of the
meeting decides otherwise before such meeting or adjourned meeting proceeds to business. A
notarially certified copy of each block voting instruction shall (if the Trustee so requires) be
deposited with the Trustee before the commencement of the meeting or adjourned meeting
but the Trustee shall not thereby be obliged to investigate or be concerned with the validity of
or the authority of the proxies named in any such block voting instruction.
17. Any vote given in accordance with the terms of a block voting instruction shall be valid
notwithstanding the previous revocation or amendment of the block voting instruction or of
any of the relevant Noteholders' instructions pursuant to which it was executed provided that
no intimation in writing of such revocation or amendment shall have been received from the
relevant Paying Agent by the Issuer at its registered office (or such other place as may have
been required or approved by the Trustee for the purpose) by the time being 24 hours before
the time appointed for holding the meeting or adjourned meeting at which the block voting
instruction is to be used.
18. The Noteholders shall in addition to the powers hereinbefore given have the following powers
exercisable only by Extraordinary Resolution (subject, in the case of a meeting, to the
provisions relating to quorum contained in paragraphs 5 and 6 above) namely:
(A) Power to sanction any compromise or arrangement proposed to be made between the
Issuer, the Trustee, any Appointee, the Noteholders and Couponholders or any of
them.
(B) Power to sanction any abrogation, modification, compromise or arrangement in
respect of the rights of the Trustee, any Appointee, the Noteholders, the
Couponholders or the Issuer or against any other or others of them or against any of
their property whether such rights shall arise under these presents or otherwise.
(C) Power to assent to any modification of the provisions of these presents which shall be
proposed by the Issuer, the Trustee or any Noteholder.
(D) Power to give any authority or sanction which under the provisions of these presents
is required to be given by Extraordinary Resolution.
(E) Power to appoint any persons (whether Noteholders or not) as a committee or
committees to represent the interests of the Noteholders and to confer upon such
committee or committees any powers or discretions which the Noteholders could
themselves exercise by Extraordinary Resolution.
(F) Power to approve of a person to be appointed a trustee and power to remove any
trustee or trustees for the time being of these presents.
(G) Power to discharge or exonerate the Trustee and/or any Appointee from all liability in
respect of any act or omission for which the Trustee and/or such Appointee may have
become responsible under these presents.
(H) Power to authorise the Trustee and/or any Appointee to concur in and execute and do
all such deeds, instruments, acts and things as may be necessary to carry out and give
effect to any Extraordinary Resolution.
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	(I) Power to sanction any scheme or proposal for the exchange or sale of the Notes for or
the conversion of the Notes into or the cancellation of the Notes in consideration of
shares, stock, notes, bonds, debentures, debenture stock and/or other obligations
and/or securities of the Issuer or any other company formed or to be formed, or for or
into or in consideration of cash, or partly for or into or in consideration of such
shares, stock, notes, bonds, debentures, debenture stock and/or other obligations
and/or securities as aforesaid and partly for or into or in consideration of cash.
19. Any resolution passed by the Noteholders in accordance with these presents shall be binding
upon all the Noteholders whether present or not present at any meeting and whether or not
voting and upon all Couponholders and each of them shall be bound to give effect thereto
accordingly and the passing of any such resolution shall be conclusive evidence that the
circumstances justify the passing thereof. Notice of the result of the voting on any resolution
duly considered by the Noteholders shall be published in accordance with Condition 13 by the
Issuer within 14 days of such result being known PROVIDED THAT the non-publication of
such notice shall not invalidate such result.
20. The expression "Extraordinary Resolution" when used in these presents means (a) a
resolution passed at a meeting of the Noteholders duly convened and held in accordance with
these presents by a majority consisting of not less than three-fourths of the persons voting
thereat upon a show of hands or if a poll is duly demanded by a majority consisting of not less
than three-fourths of the votes cast on such poll; or (b) a resolution in writing signed by or on
behalf of all the Noteholders, which resolution in writing may be contained in one document
or in several documents in like form each signed by or on behalf of one or more of the
Noteholders; or (c) consent given by way of electronic consents through the relevant Clearing
System(s) (in a form satisfactory to the Trustee) by or on behalf of holders of not less than
three-fourths in principal amount of the Notes for the time being outstanding.
21. Minutes of all resolutions and proceedings at every meeting of the Noteholders shall be made
and entered in books to be from time to time provided for that purpose by the Issuer and any
such minutes as aforesaid if purporting to be signed by the Chairman of the meeting at which
such resolutions were passed or proceedings transacted shall be conclusive evidence of the
matters therein contained and until the contrary is proved every such meeting in respect of the
proceedings of which minutes have been made shall be deemed to have been duly held and
convened and all resolutions passed or proceedings transacted thereat to have been duly
passed or transacted.
22. (A) If and whenever the Issuer shall have issued and have outstanding Notes of more than
one Series the foregoing provisions of this Schedule shall have effect subject to the
following modifications:
(i) a resolution which in the opinion of the Trustee affects the Notes of only one
Series shall be deemed to have been duly passed if passed at a separate
meeting of the holders of the Notes of that Series;
(ii) a resolution which in the opinion of the Trustee affects the Notes of more
than one Series but does not give rise to a conflict of interest between the
holders of Notes of any of the Series so affected shall be deemed to have
been duly passed if passed at a single meeting of the holders of the Notes of
all the Series so affected;
(iii) a resolution which in the opinion of the Trustee affects the Notes of more
than one Series and gives or may give rise to a conflict of interest between
the holders of the Notes of one Series or group of Series so affected and the
holders of the Notes of another Series or group of Series so affected shall be
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	deemed to have been duly passed only if passed at separate meetings of the
holders of the Notes of each Series or group of Series so affected; and
(iv) to all such meetings all the preceding provisions of this Schedule shall
mutatis mutandis apply as though references therein to Notes and
Noteholders were references to the Notes of the Series or group of Series in
question or to the holders of such Notes, as the case may be.
(B) If the Issuer shall have issued and have outstanding Notes which are not denominated
in euro in the case of any meeting of holders of Notes of more than one currency the
nominal amount of such Notes shall (i) for the purposes of paragraph 2 above be the
equivalent in euro at the spot rate of a bank nominated by the Trustee for the
conversion of the relevant currency or currencies into euro on the seventh dealing day
prior to the day on which the requisition in writing is received by the Issuer and (ii)
for the purposes of paragraphs 5, 6 and 14 above (whether in respect of the meeting
or any adjourned such meeting or any poll resulting therefrom) be the equivalent at
such spot rate on the seventh dealing day prior to the day of such meeting. In such
circumstances, on any poll each person present shall have one vote for each €1 (or
such other euro amount as the Trustee may in its absolute discretion stipulate) in
nominal amount of the Notes (converted as above) which he holds or represents.
23. Subject to all other provisions of these presents the Trustee may without the consent of the
Issuer, the Noteholders or the Couponholders prescribe such further regulations regarding the
requisitioning and/or the holding of meetings of Noteholders and attendance and voting
thereat as the Trustee may in its sole discretion think fit.
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	EXECUTED as a deed by )
RENTOKIL INITIAL PLC )
acting by )
and ) Director
Secretary
EXECUTED as a deed by )
 .................................................)
as attorney for
HSBC CORPORATE TRUSTEE )
COMPANY (UK) LIMITED ) ...............................................................
Attorney name
Witnessed by: .................................
Witness Name : ...............................
Witness Address : .............................
 ...................................................
 ...................................................
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	DATED 9 DECEMBER 2005
RENTOKIL INITIAL plc
- and -
HSBC CORPORATE TRUSTEE COMPANY
(UK) LIMITED
________________________________________
TRUST DEED
relating to a
 €2,500,000,000
Euro Medium Term Note Programme
(as modified and restated on 11 March 2016)
________________________________________
106