Exhibit 4.4

	
	EXECUTION VERSION


Allen & Overy LLP
0013726-0004321 UKO2: 1185041825.7

SEVENTH SUPPLEMENTAL TRUST DEED
 11 SEPTEMBER 2020
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
 €4,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME

 





	
	
 2
THIS SEVENTH SUPPLEMENTAL TRUST DEED is made on 11 September 2020
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 "), as trustee for the holders of the Notes and Coupons.
WHEREAS :
(A) This Seventh 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 € 4,000,000,000
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 ");
(c) 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 ”);
(d) 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 ”);
(e) 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
(hereinafter called the “Fourth Supplemental Trust Deed ”);
(f) the Fifth Supplemental Trust Deed dated 11 March 2016 made between the Issuer and
the  Trustee  and  further  modifying  the  provisions  of  the  Principal  Trust  Deed
(hereinafter called the “Fifth Supplemental Trust Deed ”); and
(g) the  Sixth Supplemental  Trust  Deed  dated  27  March  2019  made  between  the Issuer
and  the  Trustee  and  further  modifying  the  provisions  of  the  Principal  Trust  Deed
(hereinafter  called  the  “ Sixth  Supplemental  Trust  Deed ”  and ,  together  with  the
Principal Trust Deed, the First Supplemental Trust Deed, the Second Supplemental
Trust Deed, the Third Supplemental Trust Deed, the Fourth Supplemental Trust Deed
and the Fifth Supplemental Trust Deed, the “ Subsisting Trust Deeds ”).
(B) On 11 September 2020 the Issuer published a modified and updated Offering Circular relating
to the Programme.
NOW  THIS  SEVENTH  SUPPLEMENTAL  TRUST  DEED  WITNESSETH  AND  IT  IS
HEREBY DECLARED as follows: 





	
	
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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 Seventh 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  Seventh
Supplemental Trust Deed; and
(b)  for  the  purpose  (where  necessary)  of  construing  the  provisions  of  this  Seventh
Supplemental Trust Deed,
with effect on and from the date of this Seventh 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  Seventh
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
Seventh Supplemental Trust Deed.
5.  A Memorandum of this Seventh 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.
6.  This Seventh Supplemental Trust Deed and any non-contractual obligations arising out of in
connection with it are governed by, and shall be construed in accordance with, English law.
7.  This Seventh Supplemental Trust Deed may be executed in counterparts, all of which, taken
together, shall constitute one and the same deed and any party may enter into this Seventh
Supplemental Trust Deed by executing a counterpart.
IN WITNESS whereof this Seventh 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. 





	
	
 4
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

 €4,000,000,000
Euro Medium Term Note Programme
(as modified and restated on 11 September 2020)
________________________________________









 





	
	
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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 ....................................................................................................... 19
4. FEES, DUTIES AND TAXES ................................................................................................ 21
5. COVENANT OF COMPLIANCE .......................................................................................... 21
6. CANCELLATION OF NOTES AND RECORDS .................................................................. 21
7. NON-PAYMENT .................................................................................................................... 22
8. PROCEEDINGS, ACTION AND INDEMNIFICATION ...................................................... 22
9. APPLICATION OF MONEYS ............................................................................................... 22
10. NOTICE OF PAYMENTS ...................................................................................................... 23
11. INVESTMENT BY TRUSTEE ............................................................................................... 23
12. PARTIAL PAYMENTS .......................................................................................................... 24
13. COVENANTS BY THE ISSUER ........................................................................................... 24
14. REMUNERATION AND INDEMNIFICATION OF TRUSTEE .......................................... 28
15. SUPPLEMENT TO TRUSTEE ACTS .................................................................................... 29
16. TRUSTEE'S LIABILITY ........................................................................................................ 34
17. TRUSTEE CONTRACTING WITH THE ISSUER ............................................................... 34
18. WAIVER, AUTHORISATION AND DETERMINATION ................................................... 35
MODIFICATION .................................................................................................................... 35
BREACH ................................................................................................................................. 35
SUBSTITUTION ..................................................................................................................... 36
19. HOLDER OF DEFINITIVE NOTE ASSUMED TO BE COUPONHOLDER ...................... 37
NO NOTICE TO COUPONHOLDERS .................................................................................. 37
20. CURRENCY INDEMNITY .................................................................................................... 37
21. NEW TRUSTEE ...................................................................................................................... 38
SEPARATE AND CO-TRUSTEES ........................................................................................ 38
22. TRUSTEE'S RETIREMENT AND REMOVAL .................................................................... 38
23. TRUSTEE'S POWERS TO BE ADDITIONAL ...................................................................... 39
24. NOTICES ................................................................................................................................. 39
25. GOVERNING LAW ................................................................................................................ 40
26. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 ................................................. 40
27. COUNTERPARTS .................................................................................................................. 40

SCHEDULES

THE FIRST SCHEDULE TERMS AND CONDITIONS OF THE NOTES ....................................... 41
THE SECOND SCHEDULE FORM OF TEMPORARY GLOBAL NOTE ....................................... 83
FORM OF PERMANENT GLOBAL NOTE ....................................................................................... 91
FORM OF DEFINITIVE NOTE .......................................................................................................... 99
FORM OF COUPON .......................................................................................................................... 103
FORM OF TALON ............................................................................................................................. 104
THE THIRD SCHEDULE PROVISIONS FOR MEETINGS OF NOTEHOLDERS ....................... 106





	
	





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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.  By a resolution of the
Committee of the Board of Directors of the Issuer passed on 4 September 2020, Notes up to a
maximum  nominal  amount  (calculated  in  accordance  with  Clause  3.5  of  the  Programme
Agreement (as defined below)) from time t o time outstanding of € 4,000,000,000 (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;

"Applicable Law " means any law or regulation including, but not limited to: (i) any statute or
regulation;  (ii)  any  rule  or  practice  of  any  Authority  by  which  the  issuer  is  bound  or  with
which it is accustomed to comply; (iii) any agreement between any Authorities; and (iv) any
customary agreement between any Authority and any party;

"Appointee " means any attorney, manager, agent, delegate or other person appointed by the
Trustee under these presents; 





	
	





7

"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;

"Authority " means any competent regulatory, prosecuting, tax or governmental authority in
any jurisdiction;

"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
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;
 





	
	





8
"Dealers " means Barclays Bank PLC, Banco Santander, S.A., Bayerische Landesbank, BNP
Paribas, HSBC Bank plc, ING Bank N.V., Lloyds Bank Corporate Markets plc, Merrill Lynch
International,  Mizuho  International  plc,  Skandinaviska  Enskilda  Banken  AB  (publ)  and
Standard Chartered Bank 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
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;

 “Euronext Dublin ” means the Irish Stock Exchange plc, trading as E uronext Dublin or such
other body to which its functions have been transferred;

"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;

"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 Euronext Dublin. 





	
	





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"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
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;


"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)(vii);

"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;
 





	
	





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
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 Euronext Dublin;

"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,
 





	
	





11
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,

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 





	
	





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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
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. 





	
	





13

A  report  by  two  Directors  or  one  Director  and  the  Company  Secretary  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);

"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  Euronext  Dublin  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; 





	
	





14

"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
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.
 





	
	





15
(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.

(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 Euronext Dublin, be construed to mean that such Notes have
been admitted to the Official List of the Irish Stock Exchange plc trading as Euronext Dublin
and  admitted  to  trading  on  Euronext  Dublin's  Global  Exchange  Market.    The  Global
Exchange  Market  is  not  a  regulated  market  for  the  purposes  of  the  Markets  in  Financial
Instruments Directive (2014/65/EU), as amended. The applicable Pricing Supplement relating
to each Tranche of Notes will specify whether such Notes are to be admitted to trading on the
Euronext Dublin'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.
 





	
	





16
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
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 





	
	





17
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.

(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 





	
	





18
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.

(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.
 





	
	





19
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
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 





	
	





20
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
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.
 





	
	





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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
Notes  in  definitive  form  and  the  total  number  (where  applicable,  of  each
denomination) by maturity date of such Coupons and Talons;
 





	
	





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(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 Condition 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
become void or in respect of which claims have become prescribed under Condition 8) shall, 





	
	





23
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)  If the amount of the moneys at any time available for payment in respect of the Notes under
Clause 9 is less than 10 per cent of the nominal amount of the Notes then outstanding, the
Trustee may, at its discretion, accumulate such moneys amount to at least 10 per cent of the
nominal  amount  of  the  Notes  then  outstanding  whereupon  such  accumulations  (after
deduction of, or provision for, any applicable taxes) shall be applied as specified in Clause 9.
For the avoidance of doubt, the Trustee shall in no circumstances have any discretion to invest
any moneys referred to in this Clause 11 in any investments or other assets.

(B)  The Trustee may deposit moneys in respect of the Notes in its name or under its control in an
account  at  such  bank  or  other  financial  institution  as  the  Trustee  may,  in  its  absolute
discretion, think fit (and for the avoidance of doubt, the Trustee shall not be required to obtain
best rates, be responsible for any loss occasioned by such deposit or exercise any other form
of investment discretion with regards to such deposits). If that bank or financial institution is
the Trustee or a subsidiary, holding or associated company of the Trustee, the Trustee 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.

(C)  The parties acknowledge and agree that in the event that any deposits in respect of the Notes
are held by a bank or a financial institution in the name or under the control of the Trustee and
the interest rate in respect of certain currencies is a negative value such that the application
thereof  would  result  in  amounts  being  debited  from  funds  held  by  such  bank  or  financial 





	
	





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institution (“negative interest”), the Trustee shall not be liable to make up any shortfall or be
liable for any loss.

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 





	
	





25
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;

(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 





	
	





26
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
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; 





	
	





27

(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;

(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 two Directors or one Director and the Company Secretary 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; and

(xxviii)  the Issuer shall, within ten London Business Days of a written request by the Trustee,
supply to the Trustee such forms, documentation and other information relating to it,
its operations, or the Notes as the Trustee reasonably requests for the purposes of the
Trustee's  compliance  with  Applicable  Law  and  shall  notify  the  Trustee  reasonably
promptly in the event that it becomes aware that any of the forms, documentation or
other information provided by the Issuer is (or becomes) inaccurate in any material
respect;  provided,  however,  the  Issuer  shall  not  be  required  to  provide  any  forms,
documentation or other information pursuant to this Clause to the extent that: (i) any 





	
	





28
such  form,  documentation  or  other  information  (or  the  information  required  to  be
provided on such form or documentation) is not reasonably available to the Issuer and
cannot be obtained by the Issuer using reasonable efforts; or (ii) doing so would or
might  in  the  reasonable  opinion  of  the  Issuer  constitute  a  breach  of  any:  (a)
Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality.


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
resolving any doubt concerning, or for any other purpose in relation to, these presents and the
Agency Agreement.
 





	
	





29
(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 shall carry
interest  at a  rate  equal  to  the  Trustee’s  costs  of  funds  at  such  time from  the  date
specified in such demand or, in the case of payments made by the Trustee prior to
such demand, from the date on which the Trustee made such payment and in all other
cases  shall  (if  not  paid  on  the  date  specified  in  such  demand  or  if  the  Trustee  so
requires) carry interest at such rate from the date specified in such demand or, in the
case of payments made by the Trustee prior to such demand, from the date on which
the Trustee made such payment. 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
company  or  company  whose  business  includes  undertaking  the  safe  custody  of 





	
	





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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 





	
	





32
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
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 





	
	





33
believing the repayment of such funds or adequate indemnity against, or security for,
such risk or liability is not reasonably assured to it.

(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
Euronext Dublin).

(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)  Notwithstanding any other provision of this Trust Deed, the Trustee shall be entitled
to  make  a  deduction  or  withholding  from  any  payment  which  it  makes  under  the
Notes for or on account of any tax, if and only to the extent so required by Applicable 





	
	





34
Law,  in  which  event  the  Trustee  shall  make  such  payment  after  such  deduction  or
withholding  has  been  made  and  shall  account  to  the  relevant  Authority  within  the
time allowed for the amount so deducted or withheld or, at its option, shall reasonably
promptly after making such payment return to the Issuer the amount so deducted or
withheld, in which case, the Issuer shall so account to the relevant Authority for such
amount.

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,
 





	
	





35
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.

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 





	
	





36
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
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.
 





	
	





37
  (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.


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 





	
	





38
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.
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 





	
	





39
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:

to the Issuer:    Rentokil Initial plc
      Riverbank
Meadows Business Park
Blackwater
Camberley
Surrey
GU17 9AB

United Kingdom

(Attention: Company Secretary)

Facsimile No. 01276 34343
Email: secretariat@rentokil-initial.com

to the Trustee:

       HSBC Corporate Trustee Company (UK) Limited
       Level 28
8 Canada Square
       London E14 5HQ

       (Attention: Issuer Services Trustee Administration)

       Tel: (020) 7991 4350
       Email: ctla.trustee.admin@hsbc.com

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.  





	
	





40

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.
 





	
	





41
THE FIRST SCHEDULE
TERMS AND CONDITIONS OF THE NOTES

The following are the Terms and Conditions of the Notes which will be incorporated by reference into
each Global Note (as defined below) and each definitive Note, in the latter case only if permitted by
the relevant competent authority, stock exchange and/or quotation system (if any) and agreed by the
Issuer and the relevant Dealer at the time of issue but, if not so permitted and agreed, such definitive
Note will have endorsed thereon or attached thereto such Terms and Conditions. The provisions of
Part  A  of  the  applicable  Pricing  Supplement  (or  the  relevant  provisions  thereof)  will  be  endorsed
upon, or attached to, each Global Note and definitive Note. Reference should be made to the "Form of
Pricing Supplement" for a description of the content of Pricing Supplement which will specify which
of such terms and conditions are to apply to the relevant 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 September
2020 (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 September 2020 (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. 





	
	





42
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.
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  pursuant  to  the  Treaty  on  the  functioning  of  the
European  Union,  as  amended  introduced  at  the  start  of  the  third  stage  of  European  economic  and
monetary union.
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. 





	
	





43
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 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 





	
	





44
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 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 





	
	





45
(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 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 





	
	





46
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.
(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; 





	
	





47
(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 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; 





	
	





48
(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 )  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 – if the Reference Rate is
not Compounded Daily SONIA
Where  Screen  Rate  Determination  is  specified  in  the  applicable  Pricing
Supplement as the manner in which the Rate of Interest is to be determined,
and  if  the  Reference  Rate  is  not  specified  in  the  applicable  Pricing
Supplement  as  being  Compounded  Daily  SONIA,  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)(1),  no  offered  quotation  appears  or,  in  the  case  of  Condition
4(b)(ii)(B)(2), 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 





	
	





49
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.
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 in consultation with the Issuer.
Specified  Time  means  11.00  a.m.  (London  time,  in  the  case  of  a
determination  of  LIBOR  or  SONIA,  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. 





	
	





50
(C)   Screen Rate Determination for Floating Rate Notes – if the Reference Rate is
Compounded Daily SONIA
 Where  Screen  Rate  Determination  is  specified  in  the  applicable  Pricing
Supplement as the manner in which the Rate of Interest is to be determined,
and if the Reference Rate is specified in the applicable Pricing Supplement as
being Compounded Daily SONIA, then the Rate of Interest applicable to the
Notes  for  each  Interest  Period  will  be  Compounded  Daily  SONIA  plus  or
minus  (as  indicated  in  the  applicable  Pricing  Supplement)  the  applicable
Margin, all as determined by the Agent (or such other party responsible for
the calculation of the Rate of Interest, as specified in the applicable Pricing
Supplement) on the Interest Determination Date for such Interest Period.
 If, in respect of any London Banking Day in the relevant Observation Period,
the  SONIA  rate  is  not  available  on  the  Relevant  Screen  Page  or  has  not
otherwise been published by the relevant authorised distributors, such SONIA
rate shall be the sum of: (i) the Bank of England's Bank Rate (the Bank Rate )
prevailing  at  close  of  business  on  such  London  Banking  Day;  plus  (ii)  the
mean of the spread of the SONIA rate to the Bank Rate over the previous five
days on which a SONIA rate has been published, excluding the highest spread
(or,  if  there  is  more  than  one  highest  spread,  one  only  of  those  highest
spreads) and lowest spread (or, if there is more than one lowest spread, one
only of those lowest spreads).
 If the Rate of Interest cannot be determined in accordance with the foregoing
provisions,  the  Rate  of  Interest  shall  be  (i)  that  determined  as  at  the  last
preceding Interest Determination Date (though substituting, where a different
Margin or Maximum Rate of Interest or Minimum  Rate of Interest is to be
applied  to  the  relevant  Interest  Period  from  that  which  applied  to  the  last
preceding  Interest  Period,  the  Margin  or  Maximum  Rate  of  Interest  or
Minimum Rate of Interest relating to the relevant Interest Period, in place of
the  Margin  or  Maximum  Rate  of  Interest  or  Minimum  Rate  of  Interest
relating  to  that  last  preceding  Interest  Period)  or  (ii)  if  there  is  no  such
preceding  Interest  Determination  Date,  the  initial  Rate  of  Interest  which
would have been applicable to the Notes for the first Interest Period had the
Notes  been  in  issue  for  a  period  equal  in  duration  to  the  scheduled  first
Interest  Period  but  ending  on  (and  excluding)  the  Interest  Commencement
Date  (but  applying  the  Margin  and  any  Maximum  Rate  of  Interest  or
Minimum Rate of Interest applicable to the first Interest Period).
 If the Notes become due and payable as a result of an Event of Default under
Condition 9, or are otherwise redeemed early on a date other than an Interest
Payment  Date  in  accordance  with  Condition  6,  the  final  Interest
Determination  Date  shall,  notwithstanding  any  Interest  Determination  Date
specified in the applicable Pricing Supplement, be deemed to be the date on
which  such  Notes  became  due  and  payable  or  are  to  be  redeemed,  as
applicable, and the Rate of Interest applicable to such Notes shall, for so long
as any such Note remains outstanding, be that determined on such date.
 For the purposes of this Condition 4(b)(ii)(C): 





	
	





51
Compounded  Daily  SONIA  means,  in  relation  to  any  Interest  Period,  the
rate of return of a daily compound interest investment (with the daily Sterling
overnight reference rate as the reference rate for the calculation of interest)
and will be calculated by the Agent (or such other party responsible for the
calculation  of  the  Rate  of  Interest,  as  specified  in  the  applicable  Pricing
Supplement),  as  follows,  and  the  resulting  percentage  will  be  rounded  (if
necessary) to the fifth decimal place, with 0.000005 being rounded upwards:


"d" means, in relation to any Interest Period, the number of calendar days in
such Interest Period.
"d 0" means, in relation to any Interest Period, the number of London Banking
Days in such Interest Period.
"i" means, in relation to any Interest Period, a series of whole numbers from
one  to  d 0,  each  representing  the  relevant  London  Banking  Day  in
chronological  order  from,  and  including,  the  first  London  Banking  Day  in
such Interest Period to (and including) the last London Banking Day in such
Interest Period.
"n i",  means,  in  relation  to  any  London  Banking  Day  "i",  the  number  of
calendar  days  from  and  including  such  London  Banking  Day  "i"  up  to  but
excluding the following London Banking Day.
"p" means the whole number specified as the Observation Look-back Period
in the applicable Pricing Supplement, such number representing a number of
London Banking Days, which shall in any event be no less than five, or if no
such number is specified, five London Banking Days.
London Banking Day or LBD means any day on which commercial banks
are  open  for  general  business  (including  dealing  in  foreign  exchange  and
foreign currency deposits) in London.
Observation Period means, in relation to an Interest Period, the period from
and including the date which is "p" London Banking Days prior to the first
day of such Interest Period and ending on, but excluding, the date which is
"p" London Banking Days prior to the Interest Payment Date for such Interest
Period  (or  the  date  falling  "p"  London  Banking  Days  prior  to  such  earlier
date, if any, on which the Notes become due and payable).
SONIA means the Sterling Overnight Index Average.
SONIA rate means, in respect of any London Banking Day, a reference rate
equal to the daily SONIA rate for such London Banking Day as provided by
the administrator of SONIA to authorised distributors and as then published
on the Relevant Screen Page (or, if the Relevant Screen Page is unavailable,
as  otherwise  published  by  such  authorised  distributors)  on  the  London
Banking Day immediately following such London Banking Day. 





	
	





52
SONIA i-pLBD means, in respect of any London Banking Day "i" falling in the
relevant Interest Period, the SONIA rate for the London Banking Day falling
"p" London Banking Days prior to such London Banking Day "i".
 (iii) Benchmark Discontinuation
This Condition 4(b)(iii) applies only where Screen Rate Determination is specified in
the applicable Pricing Supplement as the manner in which the Rate of Interest is to be
determined.
(A) Independent Adviser
Notwithstanding  Condition  4(b)(ii)(B)  and  Condition  4(b)(ii)(C),  if  a
Benchmark Event occurs in relation to an Original Reference Rate when any
Rate of Interest (or any component part thereof) remains to be determined by
reference  to  such  Original  Reference  Rate,  then  the  Issuer  shall  use  its
reasonable endeavours to appoint and consult with an Independent Adviser,
as  soon  as  reasonably  practicable,  with  a  view  to  the  Issuer  determining  a
Successor  Rate,  failing  which  an  Alternative  Rate  (in  accordance  with
Condition 4(b)(iii)(B)) and, in either case, an Adjustment Spread (if any) (in
accordance with Condition 4(b)(iii)(C)) and any Benchmark Amendments (in
accordance with Condition 4(b)(iii)(D)).
An Independent Adviser appointed pursuant to this Condition 4(b)(iii) shall
act  in  good  faith  and  in  a  commercially  reasonable  manner  and  in
consultation  with  the  Issuer.  In  the  absence  of  bad  faith  or  fraud,  the
Independent  Adviser  shall  have  no  liability  whatsoever  to  the  Trustee,  the
Paying  Agents  or  the  Noteholders  for  any  advice  given  to  the  Issuer  in
connection  with  any  determination  made  by  the  Issuer  pursuant  to  this
Condition 4(b)(iii).
If (i) the Issuer is unable to appoint an Independent Adviser; or (ii) the Issuer
fails to determine a Successor Rate or, failing which, an Alternative Rate in
accordance  with  this  Condition  4(b)(iii)(A)  prior  to  the  relevant  Interest
Determination  Date,  the  Rate  of  Interest  applicable  to  the  next  succeeding
Interest  Period  shall  be  equal  to  the  Rate  of  Interest  last  determined  in
relation to the Notes in respect of the immediately preceding Interest Period.
If there has not been a first Interest Payment Date, the Rate of Interest shall
be the initial Rate of Interest. Where a different Margin (if any) or Maximum
or Minimum Rate of Interest is to be applied to the relevant Interest Period
from that which applied to the last preceding Interest Period, the Margin (if
any)  or  Maximum  or  Minimum  Rate  of  Interest  relating  to  the  relevant
Interest  Period  shall  be  substituted  in  place  of  the  Margin  (if  any)  or
Maximum or Minimum Rate of Interest relating to that last preceding Interest
Period.  For  the  avoidance  of  doubt,  this  sub-paragraph  shall  apply  to  the
relevant  next  succeeding  Interest  Period  only  and  any  subsequent  Interest
Periods  are  subject  to  the  subsequent  operation  of,  and  to  adjustment  as
provided in, this Condition 4(b)(iii).
(B) Successor Rate or Alternative Rate  





	
	





53
If the Issuer, following consultation with the Independent Adviser and acting
in good faith and in a commercially reasonable manner, determines that:
(i)  there is a Successor Rate, then such Successor Rate shall (subject to
adjustment  as  provided  in  Condition  4(b)(iii)(C))  subsequently  be
used in place of the Original Reference Rate to determine the Rate of
Interest  (or  the  relevant  component  part  thereof)  for  all  future
payments  of  interest  on  the  Notes  (subject  to  the  operation  of  this
Condition 4(b)(iii)); or
(ii)  there is no Successor Rate but that there is an Alternative Rate, then
such  Alternative  Rate  shall  (subject  to  adjustment  as  provided  in
Condition 4(b)(iii)(C)) subsequently be used in place of the Original
Reference  Rate  to  determine  the  Rate  of  Interest  (or  the  relevant
component  part  thereof)  for  all  future  payments  of  interest  on  the
Notes (subject to the operation of this Condition 4(b)(iii)).
(C) Adjustment Spread
If the Issuer, following consultation with the Independent Adviser and acting
in good faith and in a commercially reasonable manner, determines (i) that an
Adjustment  Spread  is  required  to  be  applied  to  the  Successor  Rate  or  the
Alternative Rate (as the case may be) and (ii) the quantum of, or a formula or
methodology  for  determining,  such  Adjustment  Spread,  then  such
Adjustment Spread shall be applied to the Successor Rate or the Alternative
Rate (as the case may be).
(D) Benchmark Amendments
If any Successor Rate, Alternative Rate or Adjustment Spread is determined
in  accordance  with  this  Condition  4(b)(iii)  and  the  Issuer,  following
consultation with the Independent Adviser and acting in good faith and in a
commercially  reasonable  manner,  determines  (i)  that  amendments  to  these
Conditions,  the  Agency  Agreement  and/or  the  Trust  Deed  are  necessary  to
ensure the proper operation of such Successor Rate, Alternative Rate and/or
Adjustment  Spread (such amendments, the Benchmark Amendments ) and
(ii) the terms of the Benchmark Amendments, then the Issuer shall, subject to
giving notice thereof in accordance with Condition 4(b)(iii)(E), without any
requirement  for  the  consent  or  approval  of  Noteholders,  vary  these
Conditions,  the  Agency  Agreement  and/or  the  Trust  Deed  to  give  effect  to
such  Benchmark  Amendments  with  effect  from  the  date  specified  in  such
notice.
At  the  request  of  the  Issuer,  but  subject  to  receipt  by  the  Trustee  of  a
certificate  signed  by  two  directors  of  the  Issuer  pursuant  to  Condition
4(b)(iii)(E),  the  Trustee  shall  (at  the  expense  and  direction  of  the  Issuer),
without any requirement for the consent or approval of the Noteholders, be
obliged to use its reasonable endeavours to concur with the Issuer in effecting
any  Benchmark  Amendments  (including, inter  alia ,  by  the  execution  of  a
deed supplemental to or amending the Trust Deed) and the Trustee shall not
be liable to any party for any consequences thereof, provided that the Trustee 





	
	





54
shall not be obliged so to concur if in the sole opinion of the Trustee doing so
would impose more onerous obligations upon it or expose it to any additional
duties,  responsibilities  or  liabilities  or  reduce  or  amend  rights  and/or  the
protective provisions afforded to the Trustee in these Conditions and/or any
documents to which it is a party (including, for the avoidance of doubt, any
supplemental trust deed) in any way.
In  connection  with  any  such  variation  in  accordance  with  this  Condition
4(b)(iii)(D), the Issuer shall comply with the rules of any stock exchange on
which the Notes are for the time being listed or admitted to trading.
(E) Notices, etc.
Any  Successor  Rate,  Alternative  Rate,  Adjustment  Spread  and  the  specific
terms  of  any  Benchmark  Amendments,  determined  under  this  Condition
4(b)(iii) will be notified promptly by the Issuer to the Trustee, the Agent, the
Paying Agents and, in accordance with Condition 13, the Noteholders. Such
notice  shall  be  irrevocable  and  shall  specify  the  effective  date  of  the
Benchmark Amendments (if any).
No later than notifying the Trustee of the same, the Issuer shall deliver to the
Trustee a certificate signed by two directors of the Issuer:
(i)   confirming  (a)  that  a  Benchmark  Event  has  occurred,  (b)  the
Successor  Rate  or,  as  the  case  may  be,  the  Alternative  Rate,  (c)
where applicable, any Adjustment Spread and (d) the specific terms
of  any  Benchmark  Amendments,  in  each  case  as  determined  in
accordance with the provisions of this Condition 4(b)(iii); and
(ii)  certifying that the Benchmark Amendments are necessary to ensure
the proper operation of such Successor Rate, Alternative Rate and/or
Adjustment Spread.
The Trustee shall be entitled to rely on such certificate (without enquiry or
liability to any person and without any obligation to verify or investigate the
accuracy  thereof)  as  sufficient  evidence  thereof.  The  Successor  Rate  or
Alternative  Rate  and  the  Adjustment  Spread  (if  any)  and  the  Benchmark
Amendments  (if  any)  specified  in  such  certificate  will  (in  the  absence  of
manifest error in the determination of the Successor Rate or Alternative Rate
and the Adjustment Spread (if any) and the Benchmark Amendments (if any)
and  without  prejudice  to  the  Trustee's  ability  to  rely  on  such  certificate  as
aforesaid) be binding on the Issuer, the Trustee, the Agent, the Paying Agents
and  the  Noteholders.  For  the  avoidance  of  doubt,  the  Trustee  shall  not  be
liable to the Noteholders or any other person for so acting or relying on such
certificate,  irrespective  of  whether  any  such  modification  is  or  may  be
materially prejudicial to the interests of any such person.
(F) Survival of Original Reference Rate
Without  prejudice  to  the  obligations  of  the  Issuer  under  Condition
4(b)(iii)(A), 4(b)(iii)(B), 4(b)(iii)(C) and 4(b)(iii)(D), the Original Reference 





	
	





55
Rate  and  the  fallback  provisions  provided  for  in  Condition  4(b)(ii)  will
continue to apply unless and until a Benchmark Event has occurred and the
Agent has been notified of the Successor Rate or the Alternative Rate (as the
case may be), and any Adjustment Spread and Benchmark Amendments, in
accordance with Condition 4(b)(iii)(E).
(G) Definitions
As used in this Condition 4(b)(iii):
Adjustment  Spread  means  either  a  spread  (which  may  be  positive  or
negative), or the formula or methodology for calculating a spread, in either
case, which the Issuer, following consultation with the Independent Adviser
and  acting  in  good  faith  and  in  a  commercially  reasonable  manner,
determines is required to be applied to the Successor Rate or the Alternative
Rate (as the case may be) and is the spread, formula or methodology which:
(i)  in the case of a Successor Rate, is formally recommended in relation
to the replacement of the Original Reference Rate with the Successor
Rate by any Relevant Nominating Body; or
(ii)  (if  no  such  recommendation  has  been  made,  or  in  the  case  of  an
Alternative  Rate)  the  Issuer,  following  consultation  with  the
Independent Adviser and acting in good faith and in a commercially
reasonable  manner  determines,  is  recognised  or  acknowledged  as
being  the  industry  standard  for  over-the-counter  derivative
transactions which reference the Original Reference Rate, where such
rate has been replaced by the Successor Rate or the Alternative Rate
(as the case may be); or
(iii)  (if the Issuer determines that no such industry standard is recognised
or acknowledged) the Issuer, in its discretion, following consultation
with  the  Independent  Adviser  and  acting  in  good  faith  and  in  a
commercially reasonable manner, determines to be appropriate;
Alternative Rate means an alternative benchmark or screen rate which the
Issuer,  following  consultation  with  the  Independent  Adviser  and  acting  in
good  faith  and  in  a  commercially  reasonable  manner,  determines  in
accordance  with  Condition  4(b)(iii)(B)  has  replaced  the  Original  Reference
Rate in customary market usage in the international debt capital markets for
the  purposes  of  determining  floating  rates  of  interest  (or  the  relevant
component part thereof) in the same Specified Currency as the Notes;
Benchmark  Amendments  has  the  meaning  given  to  it  in  Condition
4(b)(iii)(D);
Benchmark Event means:
(i)  the Original Reference Rate ceasing be published for a period of at
least 5 Business Days or ceasing to exist; or 





	
	





56
(ii)  the later of (a) the making of a public statement by the administrator
of the Original Reference Rate that it has ceased or will (on or before
a  specified  date)  cease  publishing  the  Original  Reference  Rate
permanently  or  indefinitely  (in  circumstances  where  no  successor
administrator has been appointed that will continue publication of the
Original Reference Rate) and (b) the date falling six months prior to
the date specified in (a); or
(iii)  the later of (a) the making of a public statement by the supervisor of
the  administrator  of  the  Original  Reference  Rate,  that  the  Original
Reference  Rate  has  been  or  will  (on  or  before  a  specified  date)  be
permanently or indefinitely discontinued and (b) the date falling six
months prior to the date specified in (a); or
(iv)  the later of (a) the making of a public statement by the supervisor of
the administrator of the Original Reference Rate as a consequence of
which  the  Original  Reference  Rate  will  (on  or  before  a  specified
date) be prohibited from being used either generally, or in respect of
the  Notes  and  (b)  the  date  falling  six  months  prior  to  the  date
specified in (a); or
(v)  the  making  of  a  public  statement  by  the  supervisor  of  the
administrator  of  the  Original  Reference  Rate  that  the  Original
Reference Rate is no longer representative of an underlying market;
or
(vi)  it has or will become unlawful for the Agent or the Issuer to calculate
any payments due to be made to any Noteholders using the Original
Reference Rate;
Independent  Adviser  means  an  independent  financial  institution  of
international  repute  or  an  independent  financial  adviser  with  appropriate
expertise  appointed  by  the  Issuer  at  its  own  expense  under  Condition
4(b)(iii)(A) and notified in writing to the Trustee;
Original  Reference  Rate  means  the  originally-specified  benchmark  or
screen  rate  (as  applicable)  used  to  determine  the  Rate  of  Interest  (or  any
component part thereof) on the Notes or, if applicable, any other successor or
alternative rate (or any component part thereof) determined and applicable to
the Notes pursuant to the earlier operation of this Condition 4(b)(iii);
Relevant Nominating Body means, in respect of a benchmark or screen rate
(as applicable):
(i)  the central bank for the currency to which the benchmark or screen
rate (as applicable) relates, or any central bank or other supervisory
authority which is responsible for supervising the administrator of the
benchmark or screen rate (as applicable); or
(ii)  any working group or committee sponsored by, chaired or co-chaired
by  or  constituted  at  the  request  of  (a)  the  central  bank  for  the 





	
	





57
currency  to  which  the  benchmark  or  screen  rate  (as  applicable)
relates, (b) any central bank or other supervisory authority which is
responsible  for  supervising  the  administrator  of  the  benchmark  or
screen rate (as applicable), (c) a group of the aforementioned central
banks  or  other  supervisory  authorities  or  (d)  the  Financial  Stability
Board or any part thereof; and
Successor  Rate  means  a  successor  to  or  replacement  of  the  Original
Reference Rate which is formally recommended by any Relevant Nominating
Body.
(iv)  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 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.
(v) 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. 





	
	





58
[360 x (Y 2 - Y1)] + [30 x (M 2 - M1)] + (D 2 - D1)
360
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;
(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:
"Y 1"  is  the  year,  expressed  as  a  number,  in  which  the  first  day  of  the
Interest Period falls;
"Y 2"  is  the  year,  expressed  as  a  number,  in  which  the  day  immediately
following the last day included in the Interest Period falls;
"M 1"  is the calendar month, expressed as a number, in which the first day
of the Interest Period falls;
"M 2"  is  the  calendar  month,  expressed  as  a  number,  in  which  the  day
immediately  following  the  last  day  included  in  the  Interest  Period
falls;
"D 1"  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
"D 2"  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 D 1 is greater than 29, in which case D 2 will be 30; 





	
	





59
[360 x (Y 2 - Y1)] + [30 x (M 2 - M1)] + (D 2 - D1)
360
[360 x (Y 2 - Y1)] + [30 x (M 2 - M1)] + (D 2 - D1)
360
(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:
"Y 1"  is  the  year,  expressed  as  a  number,  in  which  the  first  day  of  the
Interest Period falls;
"Y 2"  is  the  year,  expressed  as  a  number,  in  which  the  day  immediately
following the last day included in the Interest Period falls;
"M 1"  is the calendar month, expressed as a number, in which the first day
of the Interest Period falls;
"M 2"  is  the  calendar  month,  expressed  as  a  number,  in  which  the  day
immediately  following  the  last  day  included  in  the  Interest  Period
falls;
"D 1"  is the first calendar day, expressed as a number, of the Interest Period,
unless such number would be 31, in which case D 1 will be 30; and
"D 2"  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 D 2 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:
"Y 1"  is  the  year,  expressed  as  a  number,  in  which  the  first  day  of  the
Interest Period falls;
"Y 2"  is  the  year,  expressed  as  a  number,  in  which  the  day  immediately
following the last day included in the Interest Period falls;
"M 1"  is the calendar month, expressed as a number, in which the first day
of the Interest Period falls;
"M 2"  is  the  calendar  month,  expressed  as  a  number,  in  which  the  day
immediately  following  the  last  day  included  in  the  Interest  Period
falls; 





	
	





60
"D 1"  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 D 1 will be 30; and
"D 2"  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 D 2 will be 30.
(vi) Linear Interpolation
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.
(vii) 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)(vii), 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.
 (viii) Certificates to be final 





	
	





61
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).
(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 





	
	





62
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;
S&P  means  S&P  Global  Ratings  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 





	
	





63
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
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 





	
	





64
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 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 





	
	





65
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 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; 





	
	





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(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:
(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. 





	
	





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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 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.  





	
	





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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  5,  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;
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 





	
	





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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  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 





	
	





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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 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, 





	
	





71
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)(A)(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  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 





	
	





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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.
(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, 





	
	





73
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
(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)). 





	
	





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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  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 





	
	





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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 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 





	
	





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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
(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 : 





	
	





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(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
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 





	
	





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(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
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. 





	
	





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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 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 addition, the Trustee shall be obliged to concur with the Issuer in effecting any Benchmark
Amendments in the circumstances and as otherwise set out in Condition 4(b)(iii) without the consent
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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.
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. 





	
	





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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.
19. 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.
 





	
	





82
AGENT

HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom


PAYING AGENT

HSBC France, Dublin Branch
1 Grand Canal Square
Grand Canal Harbour
Dublin 2
D02 P820
Ireland 





	
	





83
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.


1   Delete where the original maturity of the Notes is 365 days or less. 





	
	





84
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
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.
 





	
	





85
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
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.
 





	
	





86
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


 





	
	





87
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

______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________
______________ 





	
	





88
 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.
 





	
	





89
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. 





	
	





90
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. 





	
	





91
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

1   Delete where the original maturity of the Notes is 365 days or less. 





	
	





92
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.

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  





	
	





93

  (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
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.
 





	
	





94
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

 





	
	





95
Schedule One

PART I

INTEREST PAYMENTS





Date made


Interest Payment
Date


Total amount of
interest payable


Amount of
interest paid
Confirmation of
payment by or on
behalf of the
Issuer

______________
______________
______________
______________
______________
______________
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96
 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.
 





	
	





97
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. 





	
	





98
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. 





	
	





99
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. 





	
	





100
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

 





	
	





101
[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] 





	
	





102
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]
 





	
	





103
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. 





	
	





104
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. 





	
	





105
[Reverse of Coupons and Talons ]

AGENT

HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom


OTHER PAYING AGENT

HSBC France, Dublin Branch
1 Grand Canal Square
Grand Canal Harbour
Dublin 2
D02 P820
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. 





	
	





106
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 





	
	





107
accordance  with  paragraph 17  hereof  of  the  necessary
amendment to the block voting instruction;

(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 





	
	





108
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
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 





	
	





109
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
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.
 





	
	





110
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.

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 s hall have one vote in respect of each €1 or
such other amount as the Trustee may in its absolute discretion stipulate (or, in the 





	
	





111
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.

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 





	
	





112
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.

(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: 





	
	





113

(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
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
ci rcumstances, 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.  





	
	


 114
EXECUTED as a deed by  )
RENTOKIL INITIAL PLC )
acting by  )
and   )  Director



   Secretary








EXECUTED as a DEED by  )

 ................................................ .)
HSBC CORPORATE TRUSTEE  )
COMPANY (UK) LIMITED  ) ...............................................................
acting by its attorney
    Attorney name
Witnessed by: .................................
Witness Name : ...............................
Witness Address : .............................
 ...................................................
 ...................................................



















 





	
	
 115


DATED 9 DECEMBER 2005




RENTOKIL INITIAL plc


- and -


HSBC CORPORATE TRUSTEE COMPANY
(UK) LIMITED





________________________________________

TRUST DEED

relating to a

 €4,000,000,000
Euro Medium Term Note Programme
(as modified and restated on 11 September
2020)
________________________________________
 





	
	(Signature Page to the Seventh Supplemental Trust Deed )
SIGNATORIES
EXECUTED as a DEED by )
RENTOKIL INITIAL plc ) Director
acting by )
and )
Secretary
EXECUTED as a DEED by )
HSBC CORPORATE TRUSTEE )
COMPANY (UK) LIMITED )
acting by its attorney
Attorney name
Witnessed by:
Witness Name:
Witness Address: HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED, 8 CANADA
SQUARE, LONDON E14 5HQ





	
	


Allen & Overy LLP

0013726-0004321 UKO2: 1185041825.7


SEVENTH SUPPLEMENTAL TRUST
DEED




11 September 2020


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
 €4,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME