Exhibit 2.2

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|-------------------------------------------------
|CONFORMED VERSION                                
|                                                 
|AMENDED AND RESTATED TRUST DEED                  
|                                                 
|                                                 
|                                                 
|DATED 23rd NOVEMBER, 2005                        
|                                                 
|                                                 
|UNITED UTILITIES PLC                             
|                                                 
|and                                              
|                                                 
|UNITED UTILITIES ELECTRICITY
    PLC             
|                                                 
|and                                              
|                                                 
|UNITED UTILITIES WATER PLC                       
|                                                 
|and                                              
|                                                 
|THE LAW DEBENTURE TRUST CORPORATION
    p.l.c.   
|                                                 
|relating to a                                    
|                                                 
|Euro 5,000,000,000Euro Medium Term Note Programme
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|ALLEN & OVERYLondon                              

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CONTENTS

|Clause |                                                                                |  | Page
|------ | ------------------------------------------------------------------------------ |  | ----
|       |                                                                                |  |     
|1.     | Definitions                                                                    |  | 2   
|2 .    | Amount and Issue of the Notes                                                  |  | 11  
|3 .    | Forms of the Notes                                                             |  | 14  
|4 .    | Fees, Duties and Taxes                                                         |  | 15  
|5 .    | Covenant of Compliance                                                         |  | 16  
|6.     | Cancellation of Notes and Records                                              |  | 16  
|7.     | Non-Payment                                                                    |  | 17  
|8.     | Proceedings, Action and Indemnification                                        |  | 17  
|9 .    | Application of Moneys                                                          |  | 18  
|10.    | Notice of Payments                                                             |  | 18  
|11.    | Investment by Trustee                                                          |  | 18  
|12.    | Partial Payments                                                               |  | 19  
|13 .   | Covenants by the Issuers                                                       |  | 19  
|14 .   | Remuneration and Indemnification of Trustee                                    |  | 22  
|15.    | Supplement to Trustee Acts                                                     |  | 24  
|16 .   | Trustees Liability                                                            |  | 27  
|17.    | Trustee Contracting with Issuers                                               |  | 27  
|18 .   | Waiver, Authorisation and Determination                                        |  | 28  
|       | Modification                                                                   |  | 28  
|       | Breach                                                                         |  | 29  
|19.    | Holders of Definitive Notes
    assumed to be Receiptholders and Couponholders |  | 29  
|       | No Notice to Receiptholders or Couponholders                                   |  | 29  
|20 .   | Currency Indemnity                                                             |  | 29  
|21.    | New Trustee                                                                    |  | 30  
|       | Separate and co-trustees                                                       |  | 30  
|22.    | Trustees Retirement and Removal                                               |  | 31  
|23.    | Trustees Powers to be Additional                                              |  | 31  
|24.    | Substitution                                                                   |  | 31  
|25.    | Notices                                                                        |  | 32  
|26 .   | Governing Law                                                                  |  | 33  
|27.    | Counterparts                                                                   |  | 33  
|28 .   | Contracts (Rights of Third Parties) Act 1999                                   |  | 33  

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|Schedule   
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|1.         
|2.         
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|3.         
|           
|Signatories

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|THIS AMENDED AND RESTATED
        TRUST DEED is made
    on 23rd November, 2005
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|                                                                               
|BETWEEN:                                                                       
|                                                                               
|(1)                                                                            
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|(2)                                                                            
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|(3)                                                                            
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|(4)                                                                            
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|WHEREAS:
|--------
|        
|(A)     
|        
|(B)     
|        
|(C)     
|        
|(D)     
|        
|(E)     
|        
|(F)     

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|(G)                                                                            | By resolutions of the Board of Directors of United dated 26th May, 1998, 25th September, 2001, 24th September, 2002, 30th September, 2003 and 22nd February, 2005 and of the financing
committee of the Board of Directors of United dated 5th October, 1998 and of the Treasury Committee of the Board of Directors of United dated 21st November, 2005, resolutions of the Board of Directors of UUE dated 24th June, 1998, 13th September,
2001, 25th September, 2002, 24th September, 2003 and 22nd July, 2005 and of the financing committee of the Board of Directors of UUE dated 5th October, 1998 and of the Treasury Committee of the Board of Directors of UUE dated 21st November, 2005 and
resolutions of the Board of Directors of UUW dated 12th September, 2002, 18th September, 2003 and 19th May, 2005 and of the Treasury Committee of the Board of Directors of UUW dated 21st November, 2005, each of them has resolved to establish a
single Euro Medium Term Note Programme pursuant to which each of them may from time to time issue Notes as set out herein. Notes up to a maximum nominal amount (calculated in accordance with Clause 4.5 of the Programme Agreement (as defined below))
from time to time outstanding of Euro 5,000,000,000 (subject to increase as provided in the Programme Agreement) (the Programme
Limit) may be issued pursuant to the said Programme.
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|(H)                                                                            | The Trustee has agreed to act as trustee of these presents for the benefit of the Noteholders, the Receiptholders and the Couponholders upon and subject to the terms and conditions of these
presents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|NOW THIS TRUST DEED WITNESSES AND
        IT IS AGREED AND DECLAREDas follows:
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|1.                                                                             | DEFINITIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|1.1                                                                            | 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 amended and
      restated agreement dated 23rd November, 2005, as amended and/or supplemented
      and/or
      restated from time to time, pursuant to which the Issuers have appointed
      the Principal Paying 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 Principal Paying
      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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                               | Appointee means any attorney, manager, agent,
    delegate or other person appointed by the Trustee under these presents;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                               | Auditors means the auditors for the time being
      of the relevant 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 by
      the relevant Issuer and approved by the Trustee or, failing such nomination
      and/or approval, as may be nominated by the Trustee, in each case for the
      purposes of
these presents;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                               | Calculation Agent means, in relation to all or
      any Series of the Notes, the person initially appointed as calculation
      agent in relation to such Notes by the relevant Issuer pursuant to the
      Agency Agreement or, if applicable, any Successor calculation agent in
    relation to all or any Series of the Notes;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                               | Clearstream, Luxembourg means Clearstream Banking,
    société anonyme;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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| | Conditionsmeans,
      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 Schedule 1 or in such other form, having regard to the terms
      of the Notes of the relevant Series, as may be agreed between the relevant
      Issuer, the Trustee and the relevant Dealer(s) as modified and supplemented
      by the Final Terms 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Couponmeans
      an interest coupon appertaining to a Definitive Note (other than a Zero
      Coupon Note), such coupon
being:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | and includes, where applicable, the
      Talon(s) appertaining thereto and any replacements for Coupons and Talons
    issued pursuant to Condition 11 ;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Couponholdersmeans
      the several persons who are for the time being holders of the Coupons and
      includes, where
applicable, the Talonholders;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Dealersmeans
      ABN AMRO Bank N.V., Barclays Bank PLC, Bayerische Hypo–und Vereinsbank
      AG, Deutsche Bank AG, London Branch, Dresdner Bank AG London Branch, J.P.
      Morgan Securities Ltd., Mitsubishi UFJ Securities International plc, Royal
      Bank of Canada Europe Limited, The Royal Bank of Scotland plc and UBS Limited
      and any other entity which the relevant Issuer may appoint as a Dealer
      and notice of whose appointment has been given to the Principal Paying
      Agent and the Trustee by the relevant 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 Principal Paying Agent
      and the Trustee by the relevant Issuer in accordance with the provisions
      of the Programme Agreement
and references to arelevant Dealerorrelevant
Dealer(s) mean, in relation to any Tranche
or Series of Notes, the Dealer or Dealers with whom the relevant Issuer has agreed
the issue of the Notes of such Tranche or Series andDealer means
any one of them;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Definitive Notemeans
      a Note in definitive form issued or, as the case may require, to be issued
      by the relevant Issuer in accordance with the provisions of the Programme
      Agreement or any other agreement between the relevant Issuer and the relevant
      Dealer(s) in relation to the Programme in exchange for either a Temporary
      Global Note or part thereof or a Permanent Global Note (all as indicated
      in the applicable Final Terms), such Note in definitive form being in the
      form or substantially in the form set out in Part 3 of Schedule 2 with
      such modifications (if any) as may be agreed between the relevant Issuer,
      the Principal Paying Agent, the Trustee and the relevant Dealer(s) and
    having the Conditions endorsed                                                                                                                                                                                                                                                                                                                                                                                                                          

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thereon or, if permitted by the relevant Stock Exchange, incorporating the Conditions by reference (where applicable to this Trust Deed) as indicated in the applicable Final Terms and
having the relevant information supplementing, replacing or modifying the Conditions appearing in the applicable Final Terms endorsed thereon or attached thereto and (except in the case of a Zero Coupon Note) having Coupons and, where appropriate,
Receipts and/or Talons attached thereto on issue;

Distribution Compliance Periodmeans the period expiring 40 days after the later of the relevant Issue Date of the
Notes of a Tranche and the completion of the distribution of all Notes of such Tranche as determined by the Principal Paying Agent (based on information provided by the relevant Dealer(s)) and notified by the Principal Paying Agent to the relevant
Issuer and each of Euroclear and Clearstream, Luxembourg;

Dual Currency Notemeans a Note in respect of which payments of principal and/or interest are made or to be made in
such different currencies, and at rates of exchange calculated upon such basis or bases, as the relevant Issuer and the relevant Dealers) may agree (as indicated in the applicable Final Terms);

Early Redemption Amounthas the meaning ascribed thereto in Condition 7(e);

Euroclearmeans Euroclear Bank S.A./N.V. as operator of the Euroclear System;

Event of Defaultmeans any of the conditions, events or acts provided in Condition I0(a) 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
  ascribed thereto in paragraph 20 of Schedule 3;

Final Termshas the meaning set out in the Programme Agreement;

Fixed Rate Notemeans 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 relevant Issuer and the relevant Dealer(s) (as indicated in the applicable Final Terms);

Floating Rate Notemeans a Note on which interest is calculated at a floating rate payable one-, two-, three-, six-
or twelve-monthly or in respect of such other period or on such date(s) as may be agreed between the relevant Issuer and the relevant Dealer(s) (as indicated in the applicable Final Terms);

Global Notemeans a Temporary Global Note and/or a Permanent Global Note, as the context may require;

Index Linked Interest Notemeans a Note in respect of which the amount payable in respect of interest is calculated
by reference to an index and/or a formula as the relevant Issuer and the relevant Dealer(s) may agree (as indicated in the applicable Final Terms);

Index Linked Notemeans an Index Linked Interest Note and/or an Index Linked Redemption Note, as
applicable;

Index Linked Redemption Notemeans a Note in respect of which the amount payable in respect of principal is
calculated by reference to an index and/or a formula as the relevant Issuer and the relevant Dealer(s) may agree (as indicated in the applicable Final Terms);

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Interest Commencement Datemeans, in the case of interest-bearing Notes, the date specified in the applicable Final
Terms from (and including) which such Notes bear interest, which may or may not be the Issue Date;

Interest Payment Datemeans, in relation to any Floating Rate Note or Index Linked Interest Note, either:

|(a) | the date which falls the number of months or other period specified as the Interest Period in the applicable Final Terms after the preceding Interest Payment Date or the Interest
Commencement Date (in the case of the first Interest Payment Date); or
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) | such date or dates as are indicated in the applicable Final Terms;                                                                                                                                                                                         

Issue Datemeans, 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 relevant 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 Pricemeans the price, generally expressed as a percentage of the nominal amount of the Notes, at which the
Notes will be issued;

Liabilitymeans 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 Dayhas the meaning set out in Condition 5(b)(v);

London Stock Exchangemeans the London Stock Exchange pic or such other body to which its functions have been
transferred;

Material Subsidiaryhas the meaning ascribed thereto in Condition 10;

Maturity Datemeans the date on which a Note is expressed to be redeemable;

Note means a note issued pursuant to the Programme and denominated in such currency or currencies as may be agreed between the relevant Issuer and the relevant Dealer(s) which has such
maturity and denomination as may be agreed between the relevant Issuer and the relevant Dealer(s) and issued or to be issued by the relevant Issuer pursuant to the Programme Agreement or any other agreement between the relevant 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 (a) 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 (b) 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 Final Terms) and includes any replacements for a Note issued pursuant to Condition 11 ;

Noteholdersmeans 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

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thereof are represented by a Global Note deposited
with a common depositary for Euroclear and Clearstream, Luxembourg, each person
who is for the time being shown in the records of Euroclear or 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 relevant
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;

noticemeans, in respect of a notice to be given to Noteholders, a notice validly given pursuant to Condition
14;

Official Listhas the meaning given in Section 103 of the Financial Services and Markets Act 2000;

outstandingmeans, 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                             
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|   
|(b) | those Notes in respect of which the 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 Principal Paying 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 14) and remain available for
payment against presentation of the relevant Notes and/or Receipts and/or Coupons;
|   
|(c) | those Notes which have been purchased and cancelled in accordance with Conditions 7(h) and 9(i);                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|(d) | those Notes which have become void under Condition 9;                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|(e) | those mutilated or defaced Notes which have been surrendered and cancelled and in respect of which replacements have been issued pursuant to Condition 11 ;                                                                                                                                                                                                                                                                                                                                                                        
|   
|(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 replacement notes have been issued pursuant to Condition 11; and                                                                                                                                                                                                   
|   
|(g) | any Temporary Global Note to the extent that it shall
have been exchanged for Definitive Notes or a Permanent Global Note and any Permanent
Global Note to the extent that it shall have been exchanged for Definitive Notes
in each case pursuant to its provisions, the provisions of these presents and
the Agency Agreement,                                                                                                                                                                                                   

PROVIDED THATfor each of the following purposes, namely:

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|(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 8.1, Conditions 10 and 15 and paragraphs 2, 5, 6 and 9 of Schedule
3;                                                             
|     
|(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 tune being held by or on behalf of the relevant Issuer, any Subsidiary or holding company of the relevant Issuer or any other
Subsidiary of any 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 Agentsmeans, in relation to all or any Series of the Notes, the several institutions (including, where the
context permits, the Principal Paying Agent) at their respective specified offices initially appointed as paying agents in relation to such Notes by the relevant Issuer and 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 Notemeans a global note in the form or substantially in the form set out in Part 2 of Schedule 2
with such modifications (if any) as may be agreed between the relevant Issuer, the Principal Paying Agent, the Trustee and the relevant Dealer(s), together with the copy of the applicable Final Terms annexed thereto, comprising some or all of the
Notes of the same Series, issued by the relevant Issuer pursuant to the Programme Agreement or any other agreement between the relevant Issuer and the relevant Dealers) relating to the Programme, the Agency Agreement and these presents either in
exchange for the whole or part of any Temporary Global Note issued in respect of such Notes or on issue;

Potential Event of Defaultmeans 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;

Principal Paying Agentmeans, in relation to all or any Series of the Notes, Citibank, N.A. at its office at 5
Carmelite Street, London EC4Y OPA or, if applicable, any Successor principal paying agent in relation to all or any Series of the Notes;

Programmemeans the Euro Medium Term Note Programme established by, or otherwise contemplated in, the Programme
Agreement;

Programme Agreementmeans the amended and restated agreement of even date herewith between the Issuers and the
Dealers 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;

Receiptmeans a receipt attached on issue to a Definitive Note redeemable in instalments for the payment of an
instalment of principal, such receipt being in the form or substantially in

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the form set out in Part 4 of Schedule 2 or in such other form as may be agreed between the relevant Issuer, the Principal Paying Agent, the Trustee and the relevant Dealer(s) and includes
any replacements for Receipts issued pursuant to Condition 11 ;

Receiptholdersmeans the several persons who are for the time being holders of the Receipts;

Reference Banksmeans the several banks initially appointed as reference banks in relation to the Notes and referred
to in the Conditions and/or, if applicable, any Successor reference banks in relation to the Notes;

Relevant Datehas the meaning set out in Condition 8;

repay, redeemandpayshall each include both the others and cognate expressions shall be construed accordingly;

Securities Actmeans the United States Securities Act of 1933, as amended;

Seriesmeans a Tranche of Notes together with any further Tranche or Tranches of Notes which are (a) expressed to be
consolidated and form a single series and (b) identical in all respects (including as to listing) 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 Exchangemeans the London Stock Exchange, or any other or further stock exchange(s) on which any Notes may
from time to time be listed, and references in these presents to the relevant Stock Exchange shall, in relation to any Notes, be references to the Stock Exchange on which such Notes are, from time to time, or are intended to be, listed;

Subsidiarymeans any company which is for the time being a subsidiary (within the meaning of Section 736 of the
Companies Act 1985 of Great Britain) or a subsidiary undertaking (within the meaning of Section 258 and Schedule 10A of the Companies Act 1985 of Great Britain);

Successormeans, in relation to the Principal Paying Agent, the other Paying Agents, the Reference Banks 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 principal paying
agent, paying agents, reference banks or 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 former case being within the same city as those for which they are substituted) as may from time to time be nominated, in each case by the relevant 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;

Talonholdersmeans the several persons who are for the time being holders of the Talons;

Talonsmeans 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 the Zero Coupon Notes), such talons being in the form or substantially in the form set out in Part 6 of Schedule 2 or in such other form as may be agreed between the
relevant

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|    |     | Issuer, the Principal Paying Agent, the Trustee and the relevant Dealer(s) and includes any replacements for Talons issued pursuant to Condition 11;                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |     | Temporary Global Notemeans a temporary global note in the form or substantially in the form set out in Part 1 of
Schedule 2 with such modifications (if any) as may be agreed between the relevant Issuer, the Principal Paying Agent, the Trustee and the relevant Dealer(s), together with the copy of the applicable Final Terms annexed thereto, comprising some or
all of the Notes of the same Series, issued by the relevant Issuer pursuant to the Programme Agreement or any other agreement between the relevant Issuer and the relevant Dealer(s) relating to the Programme, the Agency Agreement and these
presents;
|   
|    |     | these presentsmeans this Amended and Restated Trust Deed and the Schedules and any trust deed supplemental hereto
and the Schedules (if any) thereto and the Notes, the Receipts, the Coupons, the Talons, the Conditions and, unless the context otherwise requires, the Final Terms, all as from time to time modified in accordance with the provisions herein or
therein contained;                                                                                                                                                                                                                                         
|   
|    |     | Tranchemeans all Notes which are identical in all respects (including as to listing);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    |     | Trust Corporationmeans 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 Actsmeans the Trustee Act 1925 and the Trustee Act 2000 of England and Wales;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    |     | UK Listing Authoritymeans the Financial Services Authority in its capacity as competent authority under the
Financial Services and Markets Act 2000;                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|    |     | Zero Coupon Notemeans 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|1.2 | (a) | 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 relevant Issuer under these presents shall, unless the context otherwise
requires, be construed in accordance with Condition 6(f).                                                                                                                                                                                                                                                                                                                                      
|   
|    | (b) | 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.                                                                                                                                                                                                                                                                                                                                            
|   
|    | (c) | 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.                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    | (d) | 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                                                                                                                                                                                                                                                                      

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | such jurisdiction as shall most nearly approximate
    to such action, remedy or method of proceeding described or referred to in
    these presents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | All references in these presents to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include references to any successor operator and/or
successor clearing system and/or any additional or alternative clearing system specified in the applicable Final Terms or otherwise approved by the Trustee, the relevant Issuer and the Principal Paying Agent. All references in these presents to the
common depositary shall, whenever the context so permits, be deemed to include references to any successor common depositary or any additional or alternative common depositary as is approved by the relevant Issuer, the Principal Paying Agent and the
Trustee.
|   
|    | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Unless the context otherwise requires words or expressions used in these presents shall bear the same meanings as in the Companies Act 1985 of Great Britain.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|    | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|    | (h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | All references in these presents involving compliance by the Trustee with a test of reasonableness shall be deemed to include a reference to a requirement that such reasonableness shall be
determined by reference primarily to the interests of the holders of the Notes of the relevant one or more Series as a class and in the event of any conflict between such interests and the interests of any other person, the former shall prevail as
being paramount.                                                                                                                                                                                                                                            
|   
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | In these presents tables of contents and Clause headings are included for ease of reference and shall not affect the construction of these presents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|1.3 | Words and expressions defined in these presents or the Agency Agreement or used in the applicable Final Terms shall have the same meanings where used herein unless the context otherwise
requires or unless otherwise stated and 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 Final Terms, the applicable Final Terms shall prevail.                                                                                                                                                                                                                                                       
|   
|1.4 | Subject to the provisions of Condition 4, 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 Receipts and/or Coupons of the relevant Series are to be made as indicated in the applicable Final Terms.                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|1.5 | All references in these presents to Notes being listed or having a listing shall, (i) in relation to the London Stock Exchange, be construed to mean that such Notes have been admitted
to the Official List and to trading on the London Stock Exchanges Gilt Edged and Fixed Interest market and (ii) in relation to any other Stock Exchange within the European Economic Area, be construed to mean that such Notes have been admitted to
trading on a market within that jurisdiction which is a regulated market for the purpose of the Investment Services Directive (Directive 93/22/EEC), and all references in these presents to listing or listed shall include references to
quotation and quoted, respectively to the extent applicable to the Notes.

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|l.6 | All references in these presents to a Directive include
any relevant implementing measure of each Member State of the European Economic
Area which has implemented such
Directive.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|2.  | AMOUNT AND ISSUE OF THE NOTES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2.1 | Amount of the Notes, Final Terms and Legal
    Opinions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | The Notes will be issued in Series
      in an aggregate nominal amount from time to time outstanding not exceeding
      the Programme
      Limit from time to time and for the purpose of determining such aggregate
    nominal amount Clause 3(5) of the Programme Agreement shall apply.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | By not later than 3.00 p.m. (London time) on
      the second London Business Day preceding each proposed Issue Date, the
      relevant Issuer shall deliver or cause to be delivered to the Trustee a
      copy of the applicable Final Terms 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | On such occasions as the Trustee so requests
      (on the basis that the Trustee considers it necessary in view of a change
      (or proposed change) in applicable law affecting the relevant Issuer, these
      presents, the Programme Agreement or the Agency Agreement or the Trustee
      has other reasonable grounds), the relevant 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.                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2.2 | Covenant to repay principal and to pay interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | The relevant Issuer covenants with
      the Trustee that it will, as and when the Notes of any Series or any of
      them or any
      instalment of principal in respect thereof becomes due to be redeemed 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
      or the amount of such instalment becoming due for redemption on that date
      and (except in the case of Zero Coupon Notes) shall (subject to the provisions
      of the Conditions) 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 2.4) PROVIDED
    THAT:
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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|    | (b)                                                                                                                                                                                                                                                                                                                                               | in the case of any payment of principal which is not
made to the Trustee or the Principal Paying Agent on or before the due date or
which is so made on or after accelerated maturity following an Event of Default,
interest shall (subject, where applicable, as provided in the Conditions) 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
7(j) shall apply) (both before and after any judgment or other order of a court
of competent jurisdiction) at the rates aforesaid up to and including the date
which the Trustee determines to be the date on and after which payment is to
be made in respect thereof as stated in a notice given to the holders of such
Notes (such date to be not later than 30 days after the day on which the whole
of such principal amount, together with an amount equal to the interest which
has accrued and is to
accrue pursuant to this proviso up to and including that date, has been received
by the Trustee or the Principal Paying Agent); and                                                                          
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | (c)                                                                                                                                                                                                                                                                                                                                               | 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 7(j) 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 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 Noteholders) (whether individually or in accordance with Condition
14) 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, the Receiptholders and the Couponholders and itself in accordance with these presents.                                                                                                                                                                          
|   
|2.3 | 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, Receiptholders and/or Couponholders, the Trustee may:
|   
|    | (a)                                                                                                                                                                                                                                                                                                                                               | by notice in writing to the relevant Issuer, the Principal Paying Agent and the other Paying Agents require the Principal Paying Agent and the other Paying Agents pursuant to the Agency
Agreement:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|    |                                                                                                                                                                                                                                                                                                                                                   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | by them in respect of Notes, Receipts and Coupons
    on behalf of the Trustee; or                                                                                                                                                                                                                                                                                                                                                 
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | to deliver up all Notes, Receipts and Coupons and all sums, documents and records held by them in respect of Notes, Receipts 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 Principal Paying Agent or relevant other Paying Agent is obliged not to release by any law or regulation; and                   
|   
|    | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | by notice in writing to the relevant Issuer require
each of them to make all subsequent payments in respect of the Notes, Receipts
and Coupons to or to the order of the Trustee and not to the Principal Paying
Agent and, with effect from the issue of any such notice to the relevant Issuer
and until such notice is withdrawn, proviso (a) to sub-clause 2.2 of this Clause
relating to the Notes shall cease to have effect.
|   
|2.4 | If the Floating Rate Notes or Index Linked Interest Notes of any Series become immediately due and repayable under Condition 10 the rate and/or amount of interest payable in respect of them
will be calculated by 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 mutandisin accordance with the provisions of Condition 5 except that the rates of
interest need not be published.
|   
|2.5 | 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, Receiptholders and Couponholders shall be made in the
relevant currency.                                                                                                                                                                                                                                                                                                                                                                                   
|   
|2.6 | Further Notes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|    | The relevant Issuer shall be at liberty from time to time (but subject always to the provisions of these presents) without the consent of the Noteholders, Receiptholders or Couponholders to
create and issue further Notes ranking pari passuin all respects (or in all respects save for the date
from which interest thereon accrues and the amount of the first payment of interest on such further Notes) and so that the same shall be consolidated and form a single series with the outstanding Notes of a particular Series.                                                      
|   
|2.7 | 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), 21.2 and Schedule 3 shall apply mutatis mutandisseparately and independently to the Notes of each Series and in such Clauses and Schedule the expressions Notes, Noteholders, Receipts, Receiptholders, Coupons, Couponholders, Talons and Talonholders shall be
construed accordingly.                                     

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|**3.**  | **FORMS
      OF THE NOTES**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|**3.1** | **Global
      Notes**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(a)     | The
        Notes  of each Tranche will be represented on issue by either a single
        Temporary
      Global Note or a single Permanent Global Note. Each Temporary Global Note
         shall be exchangeable for either Definitive Notes together with, where
        applicable,
      Receipts and (except in the case of Zero Coupon Notes) Coupons and, where
         applicable, Talons attached, or a Permanent Global Note in each case
        in
      accordance with the provisions of such Temporary Global Note. Each
       Permanent Global Note shall be exchangeable for Definitive Notes together

      with, where applicable, Receipts and (except in the case of Zero Coupon
       Notes) Coupons and, where applicable, Talons attached, in accordance with

      the provisions of such Permanent Global Note. All Global Notes shall be
       prepared, completed and delivered to a common depositary 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 relevant Issuer and the relevant Dealer(s) and, in
       each case, the Agency Agreement.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(b)     | Each
      Temporary Global Note shall be printed or typed in the form or substantially
      in the form set out in Part 1 of Schedule 2 and may be a facsimile. Each
      Temporary Global Note shall have annexed thereto a copy of the applicable
      Final Terms and shall be signed manually or in facsimile by a person duly
      authorised by the relevant Issuer on behalf of the relevant Issuer and shall
      be authenticated by or on behalf of the Principal Paying Agent. Each Temporary
      Global Note so executed and authenticated shall be a binding and valid obligation
      of the relevant Issuer and title thereto shall pass by delivery.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(c)     | Each
      Permanent Global Note shall be printed or typed in the form or substantially
      in the form set out in Part 2 of Schedule 2 and may be a facsimile. Each
      Permanent Global Note shall have annexed thereto a copy of the applicable
      Final Terms and shall be signed manually or in facsimile by a person duly
      authorised by the relevant Issuer on behalf of the relevant Issuer and shall
      be authenticated by or on behalf of the Principal Paying Agent. Each Permanent
      Global Note so executed and authenticated shall be a binding and valid obligation
      of the relevant Issuer and title thereto shall pass by delivery.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|**3.2** | **Definitive
      Notes**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(a)     | The
        Definitive Notes, the Receipts, the Coupons and the Talons shall be to
        bearer
      in the respective forms or substantially in the respective forms set out
        in Parts 3, 4, 5 and 6, respectively, of Schedule 2. The Definitive Notes,
        the Receipts, 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 shall be incorporated by reference (where applicable to these
        presents) into such Definitive Notes if permitted by the relevant Stock
        Exchange (if any), or, if not so permitted, 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 Final Terms (or the relevant provisions
        thereof). Title to the Definitive Notes, the Receipts, the Coupons and
        the
      Talons shall pass by delivery.                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(b)     | The
        Definitive  Notes shall be signed manually or in facsimile by a person
        duly authorised
      by the relevant Issuer on behalf of the relevant Issuer and shall be authenticated
         by or on behalf of the Principal Paying Agent. The Definitive Notes
        so executed
      and authenticated, and the Receipts, the Coupons and Talons, upon execution
         and authentication of the relevant Definitive Notes, shall be binding
        and
      valid obligations of the relevant Issuer. The Receipts, the Coupons and
         the Talons shall not be signed. No Definitive Note and none of the Receipts,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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|        | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|**3.3** | **Facsimile
      signatures**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | The relevant
      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 relevant Issuer
      notwithstanding that at the time of issue of any of the Notes he may have
      ceased for any reason to be so authorised.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|**3.4** | **Persons
      to be treated as Noteholders**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | Except
      as ordered by a court of competent jurisdiction or as required by law, the
      relevant Issuer, the Trustee, the Principal Paying 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 (a) for the purpose
      of making payment thereon or on account thereof deem and treat the bearer
      of any Global Note, Definitive Note, Receipt or Coupon 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 (b) for all other purposes deem and treat:                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | 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 (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, Receipt, Coupon
      or Talon.                                                                                                                                                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|**3.5** | **Certificates
      of Euroclear and Clearstream, Luxembourg**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | The relevant
      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 either
      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.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|**4.**  | **FEES,
      DUTIES AND TAXES**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | The relevant
      Issuer will pay any stamp, issue, registration, documentary and other fees,
      duties and taxes, including interest and penalties, payable on or in connection
      with (a) the execution and delivery of these presents, (b) the constitution
      and original issue of the Notes, the Receipts and the Coupons and (c) any
      action taken by or on behalf of the Trustee or (where permitted under these
      presents so to do) any Noteholder, Receiptholder or Couponholder to                                                                                                                                                                                                                                                                                                                                                                                                           

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|    | enforce,
      or to resolve any doubt concerning, or for any other purpose in relation
      to, these presents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|5.  | COVENANT
      OF COMPLIANCE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | The relevant
      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 relevant Issuer, the Noteholders,
      the Receiptholders and the Couponholders. The Trustee shall be entitled
      to enforce the obligations of the relevant Issuer under the Notes, the Receipts
      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,
      the Receipts and the Coupons. The Trustee shall hold the benefit of this
      covenant upon trust for itself and the Noteholders, the Receiptholders and
      the Couponholders according to its and their respective interests.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6.  | CANCELLATION
      OF NOTES AND RECORDS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6.1 | The
        relevant Issuer shall procure that all Notes issued by it (a) redeemed
        or (b) purchased
      and surrendered for cancellation by or on behalf of the relevant Issuer
        or any Subsidiary of the relevant Issuer or (c) which, being mutilated
        or
      defaced, have been surrendered and replaced pursuant to Condition 11 (together
        in each case with all unmatured Receipts and Coupons attached thereto
        or
      delivered therewith) and all relative Receipts and Coupons paid in accordance
        with the relevant Conditions or which, being mutilated or defaced, have
        been surrendered and replaced pursuant to Condition 11 shall forthwith
        be
      cancelled by or on behalf of the relevant Issuer and a certificate stating:                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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|    | (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 relevant 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 replacementpro tantoof the Notes or payment of interest thereon or exchange of the relative
      Talons respectively and of cancellation of the relative Notes and Coupons.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                               
|6.2 | The
        relevant Issuer shall procure (a) that the Principal Paying Agent shall
        keep a full
      and complete record of all Notes, Receipts, Coupons and Talons issued by
        it (other than serial numbers of Receipts and Coupons) and of their
        redemption, purchase by or on behalf of the relevant Issuer or any Subsidiary
        of the
        relevant Issuer and of all replacement notes, receipts, coupons or talons
        issued in substitution for lost, stolen, mutilated, defaced or destroyed
        Notes, Receipts, Coupons or Talons (b) that the Principal Paying 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 (c)
        that such records and Coupons (if any) shall be made available to the
        Trustee
      at all reasonable times.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                               
|7.  | NON-PAYMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                               
|7.1 | Proof
      that as regards any specified Note, Receipt or Coupon the relevant Issuer
      has made default in paying any amount due in respect of such Note, Receipt
      or Coupon shall (unless the contrary be proved) be sufficient evidence that
      the same default has been made as regards all other Notes, Receipts or Coupons
      (as the case may be) in respect of which the relevant amount is due and
      payable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                               
|7.2 | References
      in provisos (b) and (c) to Clause 2.2 and the provisions of any trust deed
      supplemental to this Trust Deed corresponding to provisos (b) and (c) to
      Clause 2.2 to the rates aforesaid shall, in the event of the
      Notes having become immediately due and repayable, with effect from the
      expiry of the interest period during which such Notes become due and repayable,
      be construed as references to rates of interest calculatedmutatis
      mutandisin accordance with the Conditions
      except that no notices need be published in respect thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                               
|8.  | PROCEEDINGS,
      ACTION AND INDEMNIFICATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                               
|8.1 | The Trustee
      shall not be bound to take any proceedings mentioned in Condition 10 or
      any other action in relation to these presents unless respectively directed
      or requested to do so (a) by an Extraordinary Resolution or (b) in writing
      by the holders of at least one-quarter in aggregate amount of the Notes
      then outstanding and in either case then only if it shall be indemnified
      to its satisfaction against all Liabilities to which it may thereby render
      itself liable or which it may incur by so doing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                               
|8.2 | Only
         the Trustee may enforce the provisions of these presents. No Noteholder,

      Receiptholder or Couponholder shall be entitled to proceed directly against
         the relevant 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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|9.      | APPLICATION
      OF MONEYS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | All moneys
      received by the Trustee under these presents from the relevant Issuer
      (including any moneys which represent principal or interest in respect of
      Notes, Receipts or Coupons which have become void under Condition 9) shall,
      unless and to the extent attributable, in the opinion of the Trustee, to
      a particular Series of the Notes issued by the relevant Issuer, be apportionedpari passuand
      rateably between each Series of the Notes issued by the relevant Issuer,
      and all moneys received by the Trustee under these presents from the relevant
      Issuer to the extent attributable in the opinion of the Trustee to a particular
      Series of the Notes issued by the relevant Issuer 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 paymentpari passuand
          rateably of all principal and interest then due and unpaid in respect
         of
      the Notes of that Series;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | THIRDLY
      in or towards paymentpari passuand
      rateably of all principal and interest then due and unpaid in respect of
      the Notes of each other Series issued by the relevant Issuer; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | FOURTHLY
      in payment of the balance (if any) to the relevant Issuer (without prejudice
      to, or liability in respect of, any question as to how such payment to the
      relevant Issuer shall be dealt with as between the relevant 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 issued by the relevant Issuer
      which have become void or in respect of which claims have been prescribed
      under Condition 9, 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
      14 of the day fixed for any payment to them under Clause 9. Such payment
      may be made in accordance with Condition 6 and any payment so made shall
      be a good discharge to the Trustee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|**11.** | **INVESTMENT
      BY TRUSTEE**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|11.1    | The
        Trustee  may at its discretion and pending payment invest moneys at any
        time available
      for the payment of principal and interest on the Notes in some or one of
         the investments hereinafter authorised for such periods as it may consider

      expedient with power from time to time at the like discretion to vary such
         investments and to accumulate such investments and the resulting interest

      and other income derived there from. The accumulated investments shall
        be applied under clause 9. All interest and other income deriving from
        such
      investments shall be applied first in payment or satisfaction of all amounts
         then due and unpaid under clause 14 to the Trustee and/or any Appointee

      and otherwise held for the benefit of and paid to the Noteholders or holders
         of the related Coupons, as the case may be.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|11.2    | Any moneys
      which under the trusts of these presents ought to or may be invested by
      the Trustee may be invested in the name or under the control of the Trustee
      in any investments or other assets in any part of the world, in each case
      authorised by English law for the investment by the trustees of trust moneys
      whether or not they produce income or by placing the same on deposit in
      the name or under the control of the Trustee at such bank or other                                                                                                                                                                                                                                                                                                                                                                                                                                     

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|    | financial institution and in such currency as the Trustee may think fit. If that bank or institution is the Trustee or a Subsidiary, holding or associated company of the Trustee, it need
only account for an amount of interest equal to the amount of interest which would, at then current rates, be payable by it on such a deposit to an independent customer. The Trustee may at any time vary any such investments for or into other
investments authorised as referred to above or convert any moneys so deposited into any other currency and shall not be responsible for any loss resulting from any such investments or deposits, whether due to depreciation in value, fluctuations in
exchange rates or otherwise.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|12. | PARTIAL PAYMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|    | Upon any payment under Clause 9 (other than payment in full against surrender of a Note, Receipt or Coupon) the Note, Receipt or Coupon in respect of which such payment is made shall be
produced to the Trustee or 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 ISSUERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    | The relevant Issuer covenants with the Trustee that, so long as any of the Notes remains outstanding (or, in the case of paragraphs (g), (h), (1), (m), (o) and(p), so long as any of such
Notes or the relative Receipts or Coupons remains liable to prescription or, in the case of sub- paragraph (n), until the expiry of a period of 30 days after the Relevant Date) it shall:                                                                                                                                                                                                                                                                                                                                            
|   
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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| | (f) | give to the Trustee (i) within seven days after demand
by the Trustee therefor and (ii) (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 31st March, 1999 and in any event
not later than 180 days after the end of each such financial year a certificate
signed by two Directors of the relevant Issuer, 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);                                                                        
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (g) | at all times execute and do all such further documents, acts and things as may be necessary at any time or times in the reasonable opinion of the Trustee for the purpose of discharging its
functions under, or giving effect to, these presents;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (h) | at all times maintain a Principal Paying Agent, other Paying Agents and Reference Banks in accordance with the Conditions;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (i) | use all reasonable endeavours to procure the Principal Paying 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 issued by it or any of them or any of the relative Receipts or 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,
Receipts or Coupons as the case may be;                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (j) | in the event of the unconditional payment to the Principal Paying Agent or the Trustee of any sum due in respect of the Notes or any of them or any of the relative Receipts or 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 14 that such payment has been made;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | (k) | use all 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 all reasonable endeavours to obtain and maintain a
quotation or listing of such Notes issued by it on such other stock exchange
or exchanges or securities market or markets as the relevant Issuer
may (with the prior written approval of the Trustee) decide and shall 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;
|
| | (1) | give notice to the Noteholders in accordance with
Condition 14 of any appointment, resignation or removal of any Principal Paying
Agent, Calculation Agent, Reference Bank or other Paying Agent (other than the
appointment of the initial Principal Paying Agent, Calculation Agent, Reference
Banks and other Paying Agents) after having obtained the prior written approval
of the Trustee thereto or any change of any Paying Agents
or Reference Bank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 liable to prescription in the case
of the termination of the appointment of the Principal Paying                                                                                                                                                                 
|

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| |     | Agent no such termination shall take effect until a new Principal Paying Agent has been appointed on terms previously approved in writing by the Trustee;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (m) | 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 holders of any Notes issued by it in accordance
with Condition 14 (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 of the United Kingdom of a communication within the meaning of such
Section);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | (n) | if the relevant Issuer 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 8 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 the relevant Issuer shall have become subject generally as aforesaid such trust deed also (where applicable) to modify Condition 7(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;
|
| | (o) | comply with and perform all its obligations under the Agency Agreement and use all reasonable endeavours to procure that the Principal Paying 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 2.3(a) and not make any amendment or modification to such Agreement without the prior written approval of the Trustee;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (p) | in order to enable the Trustee to ascertain the nominal amount of the Notes of each Series issued by the relevant Issuer for the time being outstanding for any of the purposes referred to
in the proviso to the definition ofoutstandingin 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 Directors of the relevant Issuer, setting out the total number and aggregate nominal amount of the Notes of each Series issued which:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (q) | procure its Subsidiaries to comply with all applicable provisions of Condition 7(h);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (r) | use all reasonable endeavours to procure that each of the Paying Agents makes available for inspection by Noteholders, Receiptholders and Couponholders at its                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 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 relevant
Issuer;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | (s)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 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 inthe United States of America promptly give notice thereof to the relative Noteholders in accordance with Condition
14;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    
|     | (t)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | give to the Trustee at the same time as sending to it the certificates referred to in paragraph (f) above, a certificate by the Auditors listing those Subsidiaries of the relevant Issuer
which as at the relevant certification date (as defined in paragraph (f) above) of the relevant certificate given under paragraph (f) above or, as the case may be, as at the last day of the most recently ended financial period of the relevant Issuer
were Material Subsidiaries for the purposes of Condition 10 and so that any certificate given under this paragraph may be relied upon by the Trustee whether or not it is addressed to the Trustee, whether or not it contains any limit on liability
(monetary or otherwise) of the Auditors and whether or not it is given in conjunction with an engagement letter;
|    
|     | (u)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 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 Material Subsidiary or after any transfer is
made to any Subsidiary of the relevant Issuer which thereby becomes a Material Subsidiary, a certificate by the Auditors to such effect and so that any certificate given under this paragraph may be relied upon by the Trustee whether or not it is
addressed to the Trustee, whether or not it contains any limit on liability (monetary or otherwise) of the Auditors and whether or not it is given in conjunction with an engagement letter;                                                                                                                                                                            
|    
|     | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | give prior notice to the Trustee of any proposed redemption pursuant to Condition 7(b) or 7(c) and, if it shall have given notice to the Noteholders of its intention to redeem any Notes
pursuant to Condition 7(c), duly proceed to make drawings (if appropriate) and to redeem Notes accordingly;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|     | (w)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | promptly provide the Trustee with copies of all supplements and/or amendments and/or restatements of the Programme Agreement; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|     | (x)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | if there is a material change in generally accepted United Kingdom accounting practices or principles as adopted and applied in the Accounts, it will, at the request of the Trustee (such
request to be made only following consultation with the relevant Issuer), (a) restate the Accounts in accordance with generally accepted United Kingdom accounting practices and/or principles applied in respect of the Accounts for the year ended 31st
March, 1998; and (b) procure the Auditors to calculate the Adjusted Capital and Reserves in accordance with such restated Accounts.                                                                                                                                                                                                                                   
|    
|14.  | REMUNERATION AND INDEMNIFICATION OF TRUSTEE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    
|14.1 | The relevant Issuer shall pay to the Trustee 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
relevant Issuer and the Trustee. Such remuneration shall accrue from day to day and be payable (in priority to payments to Noteholders, Receiptholders 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 Principal Paying Agent or the TrusteePROVIDED THATif upon due presentation of any Note, Receipt or
|    

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|     | Coupon or any cheque payment of the moneys due in respect thereof is improperly withheld or refused, remuneration will commence again to accrue until payment to such Noteholder,
Receiptholder or Couponholder is duly made.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|14.2 | 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 relevant Issuer to
undertake duties which the Trustee and the relevant Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the relevant Issuer shall pay to the Trustee such additional
remuneration as shall be agreed between them.                                                                                                                                                                                                                                                                                                                                                                           
|    
|14.3 | The relevant Issuer shall in addition pay to the Trustee an amount equal to the amount of any value added tax or similar tax properly chargeable on any supply to which its remuneration
under these presents relates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|14.4 | In the event of the Trustee and the relevant Issuer failing to agree:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|     | such matters shall be determined by a merchant
or investment bank (acting as an expert and not as an arbitrator) selected by the Trustee and
approved by the relevant 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 merchant or investment bank being shared equally between the relevant Issuer
and the Trustee) and the determination of any such merchant or
investment bank shall be final and binding upon the Trustee and the relevant
Issuer.                                                                                                                                                                                                                                   
|    
|14.5 | The relevant Issuer shall, on written request, also
pay or discharge all Liabilities properly 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,
including but not limited to reasonable 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.                                                                                                                                                                                                               
|    
|14.6 | All amounts payable pursuant to sub-clause 14.5 above
and/or Clause 15(j) shall be payable by the relevant Issuer on the date specified
in a demand by the Trustee and in the case of  payments actually made by the
Trustee prior to such demand shall (if not paid within three days after such
demand and the Trustee so requires) carry interest at the rate of two per cent.

per annum above the Base Rate from time to time of National
Westminster Bank Plc from the date specified in such demand, and in all other
cases shall (if not paid on the date specified in such demand or, if later, within
three days after such demand and, in either case, the Trustee so requires) carry
 interest at such rate from the date specified in such demand. All remuneration
payable to the Trustee shall carry interest at such rate from the due date therefor.
|    
|14.7 | 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 notwithstanding such
discharge.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|14.8 | 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 any information obtained from any lawyer,
      valuer, accountant, surveyor, banker, broker, auctioneer or other expert
      whether obtained by the relevant Issuer, the Trustee or otherwise and shall
      not be responsible for any Liability occasioned by so acting. The Trustee
      may rely without liability to Noteholders, Receiptholders or Couponholders
      on any certificate or report prepared by the Auditors pursuant to the Conditions
      and/or the Trust Deed whether or not addressed to the Trustee.    
|    
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Any such advice, opinion or information may
      be sent or obtained by letter, telex, telegram, facsimile transmission,
      email or cable and the Trustee shall not be liable for acting in good faith
      on any advice, opinion or information purporting to be conveyed by any such
      letter, telex, telegram, facsimile transmission, email 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 Directors of the
      relevant Issuer 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 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 relevant 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 or any Potential Event of Default 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
      or Potential Event of Default has occurred and that the Issuer(s) is/are
      observing and performing all its/their obligations under these presents
      .
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| | (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, the Receiptholders and the Couponholders shall
      be conclusive and binding on the Noteholders, the Receiptholders 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 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 that for any reason the resolution was not valid or binding
      upon such holders and the relative Receiptholders and Couponholders.
|
| | (i) | The Trustee shall not be liable to any person
      by reason of having accepted as valid or not having rejected any Note, Receipt
      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 relevant 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 execution or purported execution of any of its or his trusts,
      powers, authorities and discretions under these presents 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.                                                                                                                                                           
|
| | (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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (1) | 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, Receiptholder or Couponholder any information (including,
      without limitation, information of a confidential, financial or price sensitive
      nature) made available to the Trustee by the relevant Issuer or any other
      person in connection with these presents and no Couponholder, Receiptholder
      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 relevant Issuer and any
        rate, method and date so agreed shall be binding on the relevant Issuer,
      the Noteholders, the Receiptholders and the Couponholders .                                                                                                                                                    
|
| | (n) | The Trustee as between itself and the Noteholders,
        the Receiptholders 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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| |     | whole or in part to the acts or proceedings
      of the Trustee, shall be conclusive and shall bind the Trustee and the Noteholders,
      the Receiptholders and the Couponholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (o) | 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, Receiptholders or Couponholders
        (whatever
      their number) and, in particular but without limitation, shall not have
        regard to the consequences of such exercise for individual Noteholders,
        Receiptholders 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, Receiptholder or Couponholder be entitled to
        claim,
      from the relevant Issuer, the Trustee or any other person any indemnification
        or payment in respect of any tax consequence of any such exercise upon
        individual
      Noteholders, the Receiptholders or Couponholders except to the extent already
        provided for in Condition 8 and/or any undertaking given in addition
        thereto
      or in substitution therefor under these presents.
|
| | (p) | Any trustee of these presents being a lawyer,
      accountant, broker or other person engaged in any profession or business
      shall be entitled to charge and be paid all usual and proper professional
      and other charges for business transacted and acts done by him or his firm
      in connection with the trusts of these presents and also his reasonable
      charges in addition to disbursements for all other work and business done
      and all time spent by him or his firm in connection with matters arising
      in connection with these presents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (q) | 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. Provided that the Trustee
      shall have exercised reasonable care in the selection of any such delegate
      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 relevant Issuer.                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (r) | 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). Provided that the Trustee shall have
      exercised reasonable care in the selection of any such agent 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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|    | (s)                                                                                                                                                                                                                                                                                                                                                                                                                                                               | The Trustee shall not be responsible for the
      execution, delivery, legality, effectiveness, adequacy, genuineness, validity,
      enforceability or admissibility in evidence of these presents of 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.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | (t)                                                                                                                                                                                                                                                                                                                                                                                                                                                               | The Trustee may call for any certificate or
      other document to be issued by Euroclear or Clearstream, Luxembourg as to
      the nominal amount of Notes represented by a Global Note standing to the
      account of any person. Any such certificate or other document shall be conclusive
      and binding for all purposes. Any such certificate or other document may
      comprise any form of statement or print out of electronic records provided
      by the relevant clearing system (including Eurocleafs EUCLID or Clearstream,
      Luxembourgs Cedcom system) in accordance with its usual procedures
      and in which the holder of a particular principal amount of Notes is clearly
      identified together with the amount of such holding. The Trustee shall not
      be liable to any person by reason of having accepted as valid or not having
      rejected any certificate or other document to such effect purporting to
      be issued by Euroclear or Clearstream, Luxembourg and subsequently found
      to be forged or not authentic.
|   
|    | (u)                                                                                                                                                                                                                                                                                                                                                                                                                                                               | The Trustee shall not be responsible to any
      person for failing to request, require or receive any legal opinion relating
      to the Notes of any Series or for checking or commenting upon the content
      of any such legal opinion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                               | The Trustee shall not be concerned, and need
      not enquire, as to whether or not any Notes are issued in breach of the
      Programme Limit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|    | (w)                                                                                                                                                                                                                                                                                                                                                                                                                                                               | The Trustee may rely on any certificate or
      report (whether or not addressed to the Trustee) of the Auditors or any
      other person called for by or provided to the Trustee for the purposes of
      these presents notwithstanding that 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|16. | TRUSTEEs LIABILITY                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|    | Nothing in these presents shall in
      any case in which the Trustee has failed to show the degree of care and
      diligence required of it as trustee having regard to the provisions of these
      presents conferring on it any trusts, powers, authorities or discretions
      exempt the Trustee from or indemnify it against any liability for breach
      of trust of which it may be guilty in relation to its duties under these
      presents .
|   
|17. | TRUSTEE CONTRACTING WITH ISSUERS                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|    | 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:                                                                                                                                                                                                  
|   
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                               | entering into or being interested in any contract
      or financial or other transaction or arrangement with the relevant Issuer
      or any person or body corporate associated with the relevant Issuer (including
      without limitation any contract, transaction or arrangement of a banking
      or insurance nature or any contract, transaction or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 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 relevant Issuer
      or any person or body corporate associated as aforesaid); or
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | accepting or holding the trusteeship of any
      other trust deed constituting or securing any other securities issued by
      or relating to the relevant Issuer or any such person or body corporate
      so associated or any other office of profit under the relevant Issuer or
      any such person or body corporate so associated,                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | and shall be entitled to exercise
      and enforce its rights, comply with its obligations and perform its duties
      under or in relation to any such contract, transaction or arrangement as
      is referred to in (i) above or, as the case may be, any such trusteeship
      or office of profit as is referred to in (ii) above without regard to the
      interests of the Noteholders and notwithstanding that the same may be contrary
      or prejudicial to the interests of the Noteholders and shall not be responsible
      for any Liability occasioned to the Noteholders thereby and shall be entitled
      to retain and shall not be in any way liable to account for any profit made
      or share of brokerage or commission or remuneration or other amount or benefit
      received thereby or in connection therewith.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|18.1 | The
      Trustee may without the consent or sanction of the Noteholders, the Receiptholders
      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 relevant Issuer
      of any of the covenants or provisions contained hi 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 THATthe 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 10 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, the Receiptholders and the Couponholders
      and, if, but only if, the Trustee shall so require, shall be notified by
      the relevant Issuer to the Noteholders in accordance with Condition 14 as
      soon as practicable thereafter.                            
|     | MODIFICATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|18.2 | The
      Trustee may without the consent or sanction of the Noteholders, the Receiptholders
      or the Couponholders at any time and from time to time concur with the relevant
      Issuer in making any modification (a) to these presents (other than the
      proviso to paragraph 5 of Schedule 3 or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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|     | any matters referred to in that proviso) which in the opinion of the Trustee it may be proper to make PROVIDED THATthe Trustee is of the opinion that such modification will not be materially
prejudicial to the interests of the Noteholders or (b) 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 to comply with mandatory provisions
of law. 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, the Receipt holders and
the Coupon holders and, unless the Trustee agrees otherwise, shall be notified
by the relevant Issuer to the Noteholders in accordance with Condition 14 as
soon as
practicable thereafter.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | BREACH                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    
|18.3 | Any breach of or failure to comply with any such terms and conditions as are referred to in sub-clauses 18.1 and 18.2 of this Clause shall constitute a default by the relevant Issuer in the
performance or observance of a covenant or provision binding on it under or pursuant to these presents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    
|19.  | HOLDERS OF DEFINITIVE NOTES ASSUMED TO BE RECEIPTHOLDERS AND COUPONHOLDERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    
|19.1 | 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 Receipts and Coupons appertaining to each Definitive Note of which he
is the holder.                                                                                                                                                                                                                                                                                                                                                                        
|    
|     | NO NOTICE TO RECEIPTIIOLDERS OR COUPONHOLDERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|19.2 | Neither the Trustee nor the relevant Issuer shall be required to give any notice to the Receiptholders or Couponholders for any purpose under these presents and the Receiptholders or
Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to the Noteholders in accordance with Condition 14.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    
|20.  | CURRENCY INDEMNITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|     | Each of the relevant Issuer shall severally indemnify the Trustee, every Appointee, the Noteholders, the Receiptholders and the Couponholders and keep them indemnified against:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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|     | The above indemnities shall constitute obligations of the relevant Issuer separate and independent from its other obligations under the other provisions of these presents and shall apply
irrespective of any indulgence granted by the Trustee or the Noteholders, the Receiptholders or the Couponholders from time to tune 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 relevant 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, the Receiptholders and the Couponholders and no proof or evidence of any actual loss shall be required by the relevant Issuer or its liquidator or liquidators.    
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|21.  | NEW TRUSTEE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    
|21.1 | The power to appoint a new trustee of these presents shall be vested in the Issuers jointly 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 Issuers to the Principal
Paying Agent and,in accordance with Condition 14, the Noteholders.
|    
|     | Separate and co-trustees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|21.2 | Notwithstanding the provisions of sub-clause 21.1 above, the Trustee may, upon giving prior written notice to each Issuer (but without the consent of the Issuers or the Noteholders,
Receiptholders 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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|     | Each of the Issuers 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.                                                          

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|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 Issuers 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 Issuers jointly undertake 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 they will use all reasonable endeavours to procure that a new trustee of these presents being a Trust Corporation is appointed as soon
as reasonably practicable thereafter . 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, Receipts or Coupons.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|24.  | SUBSTITUTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|24.1 | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                           
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | of any Subsidiary of United in place of United, provided that United unconditionally and irrevocably guarantees to the satisfaction of the Trustee all amounts payable by such Subsidiary
under these presents; or        
|
| |  | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | of any Subsidiary of UUE in place of UUE, provided
that UUE unconditionally and irrevocably guarantees to the satisfaction of the
Trustee all amounts payable by such Subsidiary under these
presents; or                 
|
| |  | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | of any Subsidiary of UUW in place of UUW as principal debtor, provided that UUW unconditionally and irrevocably guarantees to the satisfaction of the Trustee all amounts payable by such
Subsidiary under these presents,
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                           
| |  | (such substituted issuer
      being, in each case, hereinafter called the New Company)and provided
      further 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 relevant Issuer (or of the previous substitute
      under
this Clause).
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

| | (b) | The following further conditions shall apply to (a) above:
| | --- | ----------------------------------------------------------
|
| |     | (i)                                                       
|
| |     | (ii)                                                      

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |       | the substitution will not result in a downgrading
    of the then current credit rating assigned to the Notes by such rating agency;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (iii) | 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 8 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)
Condition7(b) shall be modified accordingly;
|    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (iv)  | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (v)   | if two Directors of the New Company (or other officers
acceptable to the Trustee) shall certify that the New Company is solvent at the
time at which the relevant transaction is proposed to be effected (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 relevant Issuer
or the previous substitute under this Clause as applicable.                                                                                                                                                                                                                         
|    
|24.2 | Any such trust deed or undertaking shall, if so expressed, operate to release the relevant 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 14. 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 relevant 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 hi these presents to the relevant
Issuer shall, unless the context otherwise requires, be deemed to be or include references to the New Company.
|    
|25.  | NOTICES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|     | Any notice or demand to the Issuers 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 United: | Dawson House                 
| | ---------- | -----------------------------
| |            | Great Sankey                 
| |            | Warrington WA5 3LW           
| |            |                              
| |            | (Attention: Treasury Dealers)
| |            | Facsimile No. 01925 237 163  

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| | to UUE:         | Dawson House                               
| | --------------- | -------------------------------------------
| |                 | Great Sankey                               
| |                 | Warrington WA5 3LW                         
| |                 |                                            
| |                 | (Attention: Treasury Dealers)              
| |                 | Facsimile No . 01925 237 163               
| |                 |                                            
| | to UUW:         | Dawson House                               
| |                 | Great Sankey                               
| |                 | Warrington WA5 3LW                         
| |                 |                                            
| |                 | (Attention: Treasury Dealers)              
| |                 | Facsimile No. 01925 237 163                
| |                 |                                            
| | to the Trustee: | Fifth Floor                                
| |                 | 100 Wood Street                            
| |                 | London                                     
| |                 | EC2V 7EX                                   
| |                 |                                            
| |                 | (Attention: the Manager, Commercial Trusts)
| |                 | Facsimile No. 0207 696 5261                

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | or to such other address or facsimile number as shall have been notified (in accordance with this Clause) to the other parties 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.
|   
|26. | GOVERNING LAW                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|    | These presents are governed by, and shall be construed in accordance with, English law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|28. | 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 by virtue of 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.                                                                                                                                                                                                                                                                                                                                                                                                                                    

IN WITNESS whereof this Trust Deed has been executed as a deed by the Issuers and the Trustee and delivered on the date stated on page 1.

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SCHEDULE 1

TERMS AND CONDITIONS OF THE NOTES





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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 stock exchange or other relevant authority (if any) and agreed by the
relevant 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 applicable Final Terms in
relation to any Tranche of Notes may specify other terms and conditions which
shall, to
the extent so specified or to the extent inconsistent with the following Terms
and Conditions, replace or modify the following Terms and Conditions for the
purpose of such Notes. The applicable Final Terms (or the relevant provisions
thereof) will be endorsed upon, or attached to, each Global Note and definitive
Note. Reference
should be made to Form of the Notes for a description of the content
of Final Terms which will include the definitions of certain terms used in the
following Terms and Conditions and/or will specify which of such terms are to
apply in relation to
the relevant Notes.

This Note is one of a Series (as denned below) of Notes issued by United Utilities PLC, United Utilities Electricity PLC (UUE) or United Utilities Water PLC (UUW) (each an Issuer and,
together, the Issuers) constituted by an Amended and Restated Trust Deed (such Trust Deed as modified .and/or supplemented and/or restated from time to time, the Trust Deed) dated 23 November, 2005 made between the Issuers and The Law Debenture
Trust Corporation p.l.c. (the Trustee, which expression shall include any successor as trustee).

References herein to the Notes shall be references to the Notes of this Series and shall mean:

|(i)   | in relation to any Notes represented by a global Note (a Global Note), units of the lowest Specified Denomination in the Specified Currency;
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------
|     
|(ii)  | any Global Note; and                                                                                                                          
|     
|(iii) | any definitive Notes issued in exchange for a Global
Note.                                                                                    

References herein to the relevant Issuer shall be to the Issuer of the Notes named as such in the applicable Final Terms (as defined below).

The Notes, the Receipts (as defined below) and the Coupons (as defined below) have the benefit of an Amended and Restated Agency Agreement (such Agency Agreement, as amended and/or
supplemented and/or restated from time to time, the Agency Agreement) dated 23 November, 2005 and made between the Issuers, Citibank, N.A. as issuing and principal paying agent and agent bank (the Principal Paying Agent,
which expression shall include any successor principal paying agent), the. other
paying agents named therein (together with the Principal Paving Agent, the Paying Agents, which expression shall include any additional or successor paying agents) and the
Trustee.

Interest bearing definitive Notes (unless otherwise indicated in the applicable Final Terms) have interest coupons (Coupons) and, if indicated hi the applicable Final Terms, talons for
further Coupons (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. Definitive Notes repayable in instalments have receipts
(Receipts) for the payment of the instalments of principal (other than the final instalment) attached on issue. Global Notes do not have Receipts, 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 Final Terms attached to or endorsed on this Note which supplements these Terms and Conditions
and may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these Terms and Conditions, replace or modify these Terms and Conditions for the purposes of this Note. References to the
applicable Final Terms are to Part A of the Final Terms (or the relevant provisions thereof) attached to or endorsed on this Note.

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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), the holders of the Receipts (the Receiptholders) 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, the Agency Agreement and
the applicable Final Terms are available for inspection during normal business
hours at the registered office for the time being of the Trustee (being at 23
November, 2005 at Fifth Floor, 100 Wood Street, LondonEC2V 7EX) and at the specified
office of each of the Paying Agents. Copies of the applicable Final Terms are
available for viewing on the website of the London Stock Exchange
and are available for viewing at, and copies may be obtained from, the registered
office of the Issuers at Dawson House, Great Sankey, Warrington WA5 3LW and the
specified offices of each of the Paying Agents save that, if this Note is neither
admitted to trading on a regulated market in the European Economic Area nor offered
in the European Economic Area in circumstances where a prospectus is required
t o be published under the Prospectus Directive, the applicable Final Terms will
only
be obtainable by a Noteholder holding one or more Notes and such Noteholder must
produce evidence satisfactory to the Issuer and the Trustee or, as the case may
be, the relevant Paying Agent as to its holding of such Notes and identity. The
Noteholders, the Receiptholders and the Couponholders are deemed to have notice
of, and are entitled t o the benefit of, all the provisions of the Trust Deed,
the Agency Agreement and the applicable Final Terms which are applicable to them.
The
statements in these Terms and 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 or the Agency Agreement or used in the applicable Final Terms shall have the same meanings where used in these Terms and 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 inconsistency between the Agency Agreement
or the Trust Deed and the applicable Final Terms, the applicable Final Terms will prevail.

|1. | Form, Denomination and Title
|-- | ----------------------------

The Notes are in bearer form and, in the case of definitive Notes, serially numbered, in the Specified Currency and the Specified Denominations). Notes of one Specified Denomination may not
be exchanged for Notes of another Specified Denomination.

So long as the Notes are represented by a Temporary
Global Note and/or a Permanent Global Note and the relevant clearing systems
so permit, the Notes shall be tradeable only in
principal amounts of50,000 and integral multiples of such other amount as shown in the Final Terms.

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

Definitive Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders hi these Terms and Conditions are not
applicable.

Subject as set out below, title to the Notes, Receipts
and Coupons will pass by delivery. The relevant Issuer, any Paying Agent and
the Trustee will (except as otherwise required by law) deem and treat the bearer
of any Note, Receipt 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 but, in the
case of any Global Note, without prejudice to the provisions set out in the next
succeeding paragraph.

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For so long as any of the Notes is represented by a Global Note held on behalf of Euroclear Bank SA./N.V. as operator of the .Euroclear System (Euroclear) and/or Clearstream Banking,
société anonyme (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 relevant 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 relevant 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.

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 successor operator and/or successor clearing system and/or any additional or alternative clearing system
specified in the applicable Final Terms or otherwise approved by the relevant-Issuer, the Principal Paying Agent and the Trustee.

|2. | Status of the Notes
|-- | -------------------

The Notes and any relative Receipts and Coupons are direct, unconditional, unsubordinated and (subject to the provisions of Condition 3) unsecured obligations of the relevant Issuer and
rankpari passuamong 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
|-- | ---------------

So long as any of the Notes remains outstanding (as
defined in the Trust Deed) the relevant Issuer will not create or permit to subsist
any mortgage, charge, pledge, lien or other form of security interest upon the
whole or any part of its undertaking, revenues or assets, present or future,
to secure payment of any present or future Relevant Indebtedness (as defined
below) of the relevant Issuer or any Subsidiary thereof (as defined
in the Trust Deed) or to secure any guarantee or indemnity in respect thereof,
without at the same time according to the Notes to the satisfaction of the Trustee,
the same security as is created or subsisting to secure any such Relevant Indebtedness,
guarantee or indemnity, or such other security as the Trustee shall in its absolute
discretion deem not materially less beneficial to the interests of the Noteholders
or as shall be approved by an Extraordinary Resolution (as defined
in the Trust Deed) of the Noteholders.

Relevant Indebtedness means any present or future indebtedness (whether being principal, premium or interest) for borrowed money (other than indebtedness for borrowed money with an
initial maturity falling 20 years or more after the Issue Date of the First Tranche of the Notes and having a maximum principal amount outstanding at any time not exceeding the greater of £250,000,000 and 20 per cent of Adjusted Capital and
Reserves (as defined in Condition 10) or indebtedness for borrowed money which has a stated maturity not exceeding one year) which is in the form of, or represented or evidenced by, bonds, notes, debentures, debenture stock, loan stock or other
securities, whether issued for cash or in whole or in part for a consideration other than cash and which, with the agreement of the relevant Issuer, are quoted, listed, dealt in or traded on a stock exchange or over the counter or other recognised
securities market (whether or not distributed by way of private placement).

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|4. | Redenomination
|-- | --------------
|   |               

|(a) | Redenomination                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | Where denomination is specified in the applicable
Final Terms as being applicable, the relevant Issuer may, without the consent
of the Trustee, the Noteholders, the Receiptholders  and the Couponholders, on
giving prior notice to the Trustee, the Principal Paying Agent, Euroclear and
Clearstream, Luxembourg and at least 30 days prior notice to the Noteholders
in accordance with Condition 14, elect that, with effect from the  Redenomination
Date specified in the notice, the Notes shall be redenominated in euro.
|   
|    | The election will have effect as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   

| | (iii) | if definitive Notes are required to be issued
after the Redenomination Date, they shall be
issued at the expense of the relevant Issuer in the
denominations of euro 1,000, euro 10,000, euro 100,000 and (but only to the extent
of any remaining amounts less
than euro 1,000 or such smaller denominations as the Trustee and the Principal
Paying Agent may approve) euro 0.01 and such other denominations as the Trustee
and the Principal Paying Agent shall determine and as shall be notified to the
Noteholders in accordance with Condition
14;
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

| | (iv) | if definitive Notes have been issued prior to the Redenomination
Date, all unmatured Coupons denominated in the Specified Currency (whether or
not attached to the Notes) will become void  with effect from the date on which
the
relevant Issuer gives notice (the Exchange Notice) that replacement
euro-denominated Notes, Receipts and Coupons are available for exchange (provided
that such Notes, Receipts and/or Coupons are so available)  and no payments will
be made in respect of them. The payment obligations contained in any Notes and
Receipts so issued will also become void on that date although those Notes and
Receipts will continue to constitute valid exchange obligations of the
relevant Issuer. New euro-denominated Notes, Receipts and Coupons will be issued
in exchange for Notes, Receipts and Coupons denominated in the Specified Currency
in such manner as the Trustee and the Principal Paying Agent may specify and
as shall be notified to the Noteholders in the Exchange Notice. No Exchange Notice
may be given less than 15 days prior to any date for payment of principal or
interest on the Notes;
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (v)  | after the Redenomination Date, all payments in respect
of the Notes, the Receipts and the Coupons, other than payments of interest in
respect of periods commencing before the  Redenomination Date, will be made solely
in euro as though references in the Notes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | to the Specified Currency were to euro. Payments
        will be made in euro by credit or transfer to a euro account (or any
        other account to which euro may be credited or transferred) specified
    by the payee or, at the option of the payee, by a euro cheque;                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | -------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |          | (vi)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | if the Notes are Fixed Rate Notes and interest
        for any period ending on or after the Redenomination Date is required
        to be calculated for a period ending other than on an Interest Payment
        Date it will be calculated, by applying the Rate of Interest to each
        Specified Denomination, multiplying such sum by the applicable Day Count
        Fraction (as defined in Condition 5(a)), and rounding the resultant figure
        to the nearest sub-unit (as defined hi Condition 5(a)) of the relevant
        Specified Currency, half of any such sub- unit being rounded upwards
    or otherwise in accordance with the applicable market convention; and
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |          | (vii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | if the Notes are Floating Rate Notes the applicable
        Final Terms specifies any relevant changes to the provisions relating
    to interest.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | (b)      | Definitions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |          | In these Terms and Conditions,
    the following expressions have the following meanings:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |          | Established Rate means
        the rate for the conversion of the Specified Currency (including compliance
        with rules relating to roundings in accordance with applicable European
        Community regulations) into euro established by the Council of the European
    Union pursuant to Article 123 of the Treaty;                                                                                                                                                                                                                                                                                                                 
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |          | euro means the currency
        introduced at the start of the third stage of European economic and monetary
    union pursuant to the Treaty;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |          | Redenomination Date means
        (in the case of interest bearing Notes) any date for payment of interest
        under the Notes or (in the case of Zero Coupon Notes) any date, in each
        case specified by the relevant Issuer in the notice given to the Noteholders
        pursuant to paragraph (a) above and which falls on or after the date
        on which the country of the Specified Currency first participates in
        the third stage of European economic and monetary union or otherwise
        participates in European economic and monetary union in a manner with
    similar effect to such third stage; and
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |          | Treaty means the Treaty
    establishing the European Community, as amended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|5. | Interest
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | (a)      | Interest on Fixed Rate Notes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |          | Each Fixed Rate Note bears interest
        on its outstanding nominal amount (or, if it is a Partly Paid Note, the
        amount paid up) from (and including) the Interest Commencement Date at
        the rate(s) per annum equal to the Rate(s) of Interest payable in arrear
        on the Interest Payment Date(s) in each year and on the Maturity Date
    if that does not fall on an Interest Payment Date.                                                                                                                                                                                                                          
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |          | Except as provided in the applicable
        Final Terms, the amount of interest payable on each Interest Payment
        Date ending on such date will amount to the Fixed Coupon Amount. Payments
        of .interest on any Interest Payment Date will, if so specified in the
    applicable Final Terms, amount to the Broken Amounts) so specified.                                                                                                                                                                                                                                                                                        
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |          | If interest is required to be
        calculated for a period ending other than on an Interest Payment Date,
        such interest shall be calculated by applying the Rate, of Interest to
        each Specified Denomination, 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.                                                                                                              
|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |          | In these Terms and Conditions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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| |  | Day Count Fraction means,
        in respect of the calculation of an amount of interest in accordance
    with this Condition 5(a):
| |  | --------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                       
| |  | (i)                                                                                                                                   

| |  |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  |  | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  | (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 Final
    Terms) that would occur in one calendar year; or
| |  |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  |  | (b) | in the case of Notes where the Accrual Period
        is longer man 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 Final Terms) mat 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 (as specified in the applicable Final Terms) that
    would occur in one calendar year; and                             
| |     |                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                            
| |     | (ii)                                                                | if 30/360 is specified
        in the applicable Final Terms, the number of days in the period from
        (and including) the most recent Interest Payment Date (or, if none, the
        Interest Commencement Date) to (but excluding) the relevant payment date
        (such number of days being calculated on the basis of a year of 360 days
    with 12 30-day months) divided by 360;                                     
| |     |                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                     | Determination Period means
        each period from (and including) a Determination Date to (but excluding)
        the next Determination Date (including, where either the Interest Commencement
        Date or the final Interest Payment Date is not a Determination Date,
        the period commencing on the first Determination Date prior to, and ending
    on the first Determination Date falling after, such date); and
| |     |                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                     | sub-unit means, with
        respect to any currency other than euro, the lowest amount of such currency
        that is available as legal tender in the country of such currency and,
        with respect to
euro, means one cent.                                                                                                                                                                                                
| |     |                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                            
| | (b) | Interest on Floating Rate Notes
    and Index Linked Interest Notes
| |     |                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                            
| |     | (i)                                                                 | Interest Payment Dates                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                     | Bach Floating Rate Note and Index
        Linked Interest Note bears interest on its outstanding nominal amount
        (or, if it is a Partly Paid Note, the amount paid up) from (and including)
        the Interest Commencement Date and such interest will be payable in arrear
    on either:                                                                                                                                   
| |     |                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                     | (A)                                                                                                                                                                                                                                                                                                                                                                                                                                     | the Specified Interest Payment
        Date(s) (each an Interest Payment Date) in each year specified
    in the applicable Final Terms; or                                                                                                                          
| |     |                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                     | (B)                                                                                                                                                                                                                                                                                                                                                                                                                                     | if no Specified Interest Payment
        Date(s) is/are specified in the applicable Final Terms, each date (each
        an Interest Payment Date) which falls the number of months
        or other period
specified as the Specified Period in the applicable Final

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| |  |      |                                                                                                                                                                                                                                                                                                                                                                                         | Terms 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 Terms
        and 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 Final Terms 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 5(b)(i)(B) above, 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 (B) below shall apply mutatismutandisor
        (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; or
| |  |      |                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  |      | (2)                                                                                                                                                                                                                                                                                                                                                                                     | the Following Business Day Convention,
        such Interest Payment Date shall be postponed to the next day which is
    a Business Day; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  |      |                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  |      | (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 this Condition, Business
    Day means a day which is both:                                                                                                                                                                                                                                                                                                                       
| |  |      |                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  |      | (A)                                                                                                                                                                                                                                                                                                                                                                                     | 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 any Additional Business Centre specified in the
    applicable Final Terms; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  |      |                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  |      | (B)                                                                                                                                                                                                                                                                                                                                                                                     | 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 New Zealand dollars, shall
        be Auckland) or (2) in relation to any sum payable in euro, a day on
        which the Trans- European Automated Real-Time Gross Settlement Express
    Transfer (TARGET) System (the TARGET System) is open.                                                                                                        
| |  |      |                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | (ii) | Rate of Interest                                                                                                                                                                                                                                                                                                                                                                       
| |  |      |                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  |      | The Rate of Interest payable from
        time to time in respect of Floating Rate Notes and Index Linked Interest
        Notes will be determined in the manner specified in the applicable Final
    Terms.                                                                                                                                                                         
| |  |      |                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  |      | (A)                                                                                                                                                                                                                                                                                                                                                                                     | ISDA Determination for Floating
    Rate Notes .                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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| |  |  |    
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| |  |  | (B)
| |  |  |    
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| |  |  |    
| |  |  |    
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| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | If the Reference Rate from time
        to time in respect of Floating Rate Notes is specified
        in the applicable Final Terms as being other than LIBOR or EURIBOR, the
        Rate of Interest in respect of such Notes will be determined as provided
        in the applicable Final
Terms.                                                                                                                                                                                                      
| |  | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | (iii) | Minimum Rate of Interest and/or
    Maximum Rate of Interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  |       | If the applicable Final Terms 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 paragraph (ii) above 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 Final Terms 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 paragraph (ii) above is greater
        than such Maximum Rate of Interest, the Rate of Interest for such Interest
    Period shall be such Maximum Rate of Interest                                                                                                                                                                                                                                                                   
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | (iv)  | Determination of Rate of Interest and calculation
    of Interest Amounts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  |       | The Principal Paying Agent, in
        the case of Floating Rate Notes, and the Calculation Agent, in the case
        of Index Linked Interest 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. In the case of
        Index Linked Interest Notes, the Calculation Agent will notify the Principal
        Paying Agent of the Rate of Interest for the relevant Interest Period
    as soon as practicable after calculating the same.                                                                                                      
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  |       | The Principal Paying Agent will
        calculate the amount of interest (the Interest Amount) payable
        on the Floating Rate Notes or Index Linked Interest Notes in respect
        of each Specified Denomination for the relevant Interest Period. Each
        Interest Amount shall be calculated by applying the Rate of Interest
        to each Specified Denomination, 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.
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  |       | Day Count Fraction means, in respect
    of the calculation of an amount of interest for any interest Period:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  |       | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | if Actual/365 or Actual/Actual is
        specified in the applicable Final Terms, 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 Final Terms, the actual number of days in the Interest
    Period divided by 365;                                                                                                                                                                                                                                                                                                                                                            
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  |       | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | if Actual/365 (Sterling) is specified
        in the applicable Final Terms, 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 Final Terms, 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 Final Terms, the number of
        days in the Interest Period divided by 360 (the number of days to be
        calculated on the basis
of a year of 360 days with 12 30-day months                                                                                                                                                                                                                                             

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| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (unless (a) the last day of the Interest Period
    is the 31st day of a month but the first day of the Interest Period is a
    day other than the 30th or 31st day of a month, in which case the month that
    includes that last day shall not be considered to be shortened to a 30-day
    month, or (b) the last day of the Interest Period is the last day of the
    month of February, in which case the month of February shall not be considered
    to be
lengthened to a 30-day month)); and                        
| |  | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |       | (vi)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | if 30E/360 or Eurobond Basis is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360 (the number of days to be calculated on the basis of a
year of 360 days with 12 30-day months, without regard to the date of the first day or last day of the Interest Period unless, in the case of the final Interest Period, the Maturity Date is the last day of the month of February, in which case the
month of February shall not be considered to be lengthened to a 30-day month).
|
| |  | (v)   | Notification of Rate of Interest and Interest Amounts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  |       | The Principal Paying 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 relevant Issuer and any stock exchange or other relevant
authority on which the relevant Floating Rate Notes or Index Linked Interest
Notes are for the time being listed or by which they have been admitted to listing
and notice thereof to be published in accordance with
Condition 14 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 stock exchange or other relevant authority on which
the relevant
Floating Rate Notes or Index Linked Interest Notes are for the time being listed
or by which they have been admitted to listing and to the Noteholders in accordance
with Condition 14. For the purposes of this paragraph, the expression London
Business Day means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are open for general business in London.
|
| |  | (vi)  | Determination or Calculation by Trustee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  |       | If for any reason at any relevant time the Principal Paying Agent or, as the case may be, the Calculation Agent defaults in its obligation to determine the Rate of Interest or the Principal
Paying Agent defaults in its obligation to calculate any Interest Amount in accordance with sub-paragraph (ii)(A) or (B) above or as otherwise specified in the applicable Final Terms, as the case may be, and in each case (iv) above, the Trustee shall
determine the Rate of Interest at such rate as, in its absolute discretion (having such regard as it shall think fit to the foregoing provisions of this Condition, but subject always to any Minimum Rate of Interest or Maximum Rate of Interest
specified in the applicable Final Terms), it shall deem fair and reasonable in all the circumstances or, as the case may be, the Trustee shall calculate the Interest Amount(s) in such manner as it shall deem fair and reasonable in all the
circumstances and each such determination or calculation shall be deemed to have been made by the Principal Paying Agent or the Calculation Agent as applicable.                                                                                                                                                                                                                                             
|
| |  | (vii) | Certificates to be final                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  |       | All certificates, communications, opinions, determinations,
calculations, quotations and decisions given, expressed, made or obtained for
the purposes of the provisions of this Condition  5(b), whether by the Principal
Paying Agent or, if applicable, the Calculation Agent or the Trustee, shall (in
the absence of wilful default, bad faith or manifest error) be binding on the
relevant Issuer, the Trustee, the Principal. Paying Agent,
the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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|   |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Calculation Agent (if applicable), the other Paying
    Agents and all Noteholders, Receiptholders and Couponholders and (in the
    absence as aforesaid) no liability to the relevant Issuer, the Noteholders,
    the Receiptholders or the Couponholders shall attach to the Principal Paying
    Agent or, if applicable, the Calculation Agent or the Trustee in connection
    with the exercise or non-exercise by it of its powers, duties and discretions
    pursuant to such provisions.     
|-- | -------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | (c)      | Interest on Dual Currency Notes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|   |          | In the case of Dual Currency Notes, if the rate or amount of interest falls to be determined by reference to an exchange rate, the rate or amount of interest payable shall be determined in
the manner specified in the applicable Final Terms.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|   | (d)      | Interest on Partly Paid Notes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   |          | In the case of Partly Paid Notes (other than Partly Paid Notes which are Zero Coupon Notes), interest will accrue as aforesaid on the paid-up nominal amount of such Notes and otherwise as
specified in the applicable Final Terms.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   | (e)      | Accrual of interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   |          | Each Note (or, in die 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|6. | 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 (which, in the case of a payment hi Japanese Yen to a
non-resident of Japan, shall be a non-resident account) maintained by the payee with, or by a cheque in such Specified Currency drawn on, a bank in the principal financial centre of the country of such Specified Currency (which, if the Specified
Currency is New Zealand dollars, shall be Auckland); 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 or, at the option of
the payee, by a euro cheque.                                                                                                                                                                                                                                                                                       
|  
|   |          | Payments will be subject in all cases to any fiscal or other laws and regulations applicable thereto in the place of payment, but without prejudice to the provisions of Condition
8.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|   | (b)      | Presentation of definitive Notes, Receipts and Coupons                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|   |          | Payments of principal in respect of definitive Notes
will (subject as provided below) be made in the manner provided in paragraph
(a) above 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)).

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| |     | Payments of instalments of principal (if any) in respect
of definitive Notes, other than the final instalment, will (subject as provided
below) be made in the manner provided in paragraph (a) above against presentation
and surrender (or, in the case of part payment of any sum due, endorsement) of
the relevant Receipt in accordance with the preceding paragraph. Payment of the
final instalment will be made in the manner provided in
paragraph (a) above only against presentation and surrender (or, in the case
of part payment of any sum due, endorsement) of the relevant Note in accordance
with the preceding paragraph; Each Receipt must be presented for payment of the
relevant instalment together with the definitive Note to which it appertains.
Receipts presented without the definitive Note to which they appertain do not
constitute valid obligations of the relevant Issuer. Upon the date on which any
definitive Note
becomes due and repayable, unmatured Receipts (if any) relating thereto (whether
or not attached) shall become void and no payment shall be made in respect thereof.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     | Fixed Rate Notes in definitive form (other than Dual
Currency Notes or Index Linked Notes) should be presented for payment together
with all unmatured Coupons appertaining thereto (which  expression shall for
this purpose include Coupons falling to be issued on exchange of matured Talons),
failing which the amount of any missing unmatured Coupon (or, in the case of
payment not being made in full, the same proportion of the amount of
such missing unmatured Coupon as the sum so paid bears to the sum due) will be
deducted from the sum due for payment Each amount of principal so deducted will
be paid in the manner mentioned above against surrender of the relative missing
Coupon at  any time before the expiry of 10 years after the Relevant Date (as
defined in Condition 8) in respect of such principal (whether or not such Coupon
would otherwise have become void under Condition 9) 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, Dual Currency Note or Index Linked Interest 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |     | 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 and 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 any Paying
Agent outside the United States. 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 Paying Agent to which it was presented 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 relevant 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 and Clearstream, Luxembourg as the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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| |     | beneficial holder of a particular nominal amount of Notes represented by such Global Note must look solely to Euroclear and Clearstream, Luxembourg, as the case may be, for his share of
each payment so made by the relevant Issuer to, or to the order of, the holder of such Global Note.                                                                                                 
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     | Notwithstanding the provisions of paragraph (a) above, if any amount of principal and/or interest in respect of Notes is payable in U.S. dollars, such U.S. dollar payments, of principal
and/or interest in respect of such Notes will be made at the specified office of a Paying Agent in the United States if:                                                                            
|
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                           
|
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                          
|
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (e) | Payment Day                                                                                                                                                                                                                                                                                                                                                                                   
|
| |     | If the date for payment of any amount in respect of any Note, Receipt or Coupon is not a Payment Day, the holder thereof shall not be endued 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 9) is:
|
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                           
|
| |     |                                                                                                                                                                                                                                                                                                                                                                                               
|
| |     |                                                                                                                                                                                                                                                                                                                                                                                               
|
| |     |                                                                                                                                                                                                                                                                                                                                                                                               
|
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (f) | Interpretation of principal and interest                                                                                                                                                                                                                                                                                                                                                      
|
| |     | Any reference in these Terms and Conditions to principal in respect of the Notes shall be deemed to include, as applicable:                                                                                                                                                                                                                                                                   
|
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                           
|
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                          

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| |  | (iii)                                                                                                                                                                                                                                | the Early Redemption Amount of the Notes;                                                                      
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------
|
| |  | (iv)                                                                                                                                                                                                                                 | the Optional Redemption Amount(s) (if any) of the Notes;                                                       
|
| |  | (v)                                                                                                                                                                                                                                  | in relation to Notes redeemable in instalments, the Instalment Amounts;                                        
|
| |  | (vi)                                                                                                                                                                                                                                 | in relation to Zero Coupon Notes, the Amortised Face Amount (as defined in Condition 7(e)(iii)); and           
|
| |  | (vii)                                                                                                                                                                                                                                | any premium and any other amounts which may be payable
by the relevant Issuer under or in respect of the Notes.
| |  |                                                                                                                                                                                                                                      |                                                                                                                
| |  | Any reference in these
      Terms and 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 8.
| |  |                                                                                                                                                                                                                                     

|7. | Redemption and Purchase
|-- | -----------------------
|  
|   | (a)                    
|  
|   |                        
|  
|   | (b)                    
|  
|   |                        
|   |                        
|   |                        

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| |     | Notes redeemed pursuant to this Condition 7(b) will
be redeemed at their Early Redemption Amount referred to in paragraph (e) below
together (if appropriate) with interest accrued to  (but excluding) the date
of redemption.                                                                                                                                                                                                                                                                                                                                                                                                                
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (c) | Redemption at the option of the relevant Issuer (Issuer Call)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |     | If Issuer Call is specified in the applicable Final Terms, the relevant Issuer may, having given:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (d) | Redemption at the option of the Noteholders (Investor Put)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |     | If Investor Put is specified in the applicable Final Terms, upon the holder of any Note giving to the relevant Issuer in accordance with Condition 14 not less than 15 nor more than 30 days
notice, the relevant Issuer will, upon the expiry of such notice, redeem, subject to, and in accordance with, the terms specified in the applicable Final Terms, in whole (but not in part), 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.                                                                    
|
| |     | If this Note is in definitive form, to exercise the right to require redemption of this Note the holder of this Note must deliver such Note at the specified office of any Paying Agent at
any time during normal business hours of such Paying Agent falling within the notice period, accompanied by 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 (or, if payment is required to be made by cheque, an address) to which payment is to be made under this Condition.
|

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| | (e) | Early Redemption Amounts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     | For the purpose of paragraph
        (b) above and Condition 10, the Notes will be redeemed at their Early
        Redemption Amount calculated as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | (f) | Instalments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |     | Instalment Notes will
        be redeemed in the Instalment Amounts and on the Instalment Dates. In
        the case of early redemption, the Early Redemption Amount will be determined
        pursuant to paragraph (e) above.                                                                                                                                                                                                                                                                                                                                                                  
|
| | (g) | Partly Paid Notes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |     | Partly Paid Notes will
        be redeemed, whether at maturity, early redemption or otherwise, in accordance
        with the provisions of this Condition and the applicable Final Terms.                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (h) | Purchases                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |     | The relevant Issuer or
        any Subsidiary (as defined in the Trust Deed) of the relevant Issuer
        may at any time purchase Notes (provided that, in the case of definitive
        Notes, all unmatured Receipts, Coupons and Talons appertaining thereto
        are purchased therewith) at any price in the open market or otherwise.
        If purchases are made by tender, tenders must be available to all Noteholders
        alike. Such Notes may be held, reissued, resold or, at the option of
        the relevant Issuer surrendered to any Paying Agent for cancellation.
|
| | (i) | Cancellation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |     | All Notes which are redeemed
        will forthwith be cancelled (together with all unmatured Receipts, Coupons
        and Talons attached thereto or surrendered therewith at the time of redemption).
        All Notes so cancelled and Notes purchased and cancelled pursuant to
        paragraph  (h) above (together with
        all unmatured Receipts, Coupons and Talons cancelled therewith) shall  be
        forwarded to the Principal Paying Agent and cannot be reissued or resold.                                                                                              

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| | (j) | 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 paragraph (a), (b),
(c) or (d) above or upon its becoming due and repayable as  provided in Condition
10 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 paragraph
(e)(iii) above as though the references therein to the date fixed for
the redemption or the date upon which such Zero Coupon Note becomes due and repayable
were replaced by references to the date which is the earlier of:
|
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

|8.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Taxation                                                                                                                                                                                                                                                                                                                   
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                            
|All payments of principal and interest
        in respect of the Notes, Receipts and Coupons by the relevant 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 or any political subdivision or
        any authority thereof or therein having power to tax unless such withholding
        or deduction is required by law. In such event, the relevant Issuer will
        pay such additional amounts as shall be necessary in order that the net
        amounts received by the holders of the Notes, Receipts 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, Receipts 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, Receipt or Coupon:
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                            
|(i)presented
        for payment by or on behalf of a holder who is liable for such taxes
        or duties in respect of such Note, Receipt
        or Coupon by reason of his having some connection with the United Kingdom
        other than the mere holding of such Note, Receipt or Coupon; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                            
|(ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | presented for payment in the United Kingdom;
      or                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                            
|(iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | presented for payment to, or to a third party
        on behalf of, a holder who would not be liable to such withholding or
        deduction if such holder had made a declaration of non-residence or similar
    claim for exemption to any authority of or in the United Kingdom; or                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                            
|(iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | where such withholding or deduction is imposed
        on a payment to an individual and is required to be made pursuant to
        any law implementing or complying with, or introduced in order to conform
    to, European Council Directive 2003/48/EC; or                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                            
|(v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | presented for payment by or on behalf of a
        holder who would have been able to avoid such withholding or deduction
        by presenting the relevant Note, Receipt or Coupon to another Paying
        Agent
in a Member State of the European Union; or                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                            
|(vi)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 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 thirtieth day assuming that
        day
    to have been a Payment Day.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                            
|As used herein, 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 Principal Paying Agent 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 14.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                            

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|9.                                                                                                                                                                                                                                                                             | Prescription                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|The Notes, Receipts 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 8) 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 or Condition 6(b) or
    any Talon which would be void pursuant to Condition 6(b).
|                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|10.                                                                                                                                                                                                                                                                            | Events of Default                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(a)                                                                                                                                                                                                                                                                            | The Trustee at its discretion may,
        and if so requested in writing by the holders of at least one-quarter
        in principal
        amount of the Notes then outstanding or if so directed by an Extraordinary
        Resolution of the Noteholders shall, (but, in the case of the happening
        of any of the events mentioned in paragraphs (ii), (iii), (v), (vi) and
        (vii) below in relation to the relevant Issuer and (iii) to (vii) below
        (inclusive) in relation to a Material Subsidiary, only if the Trustee
        shall have certified in writing that such event is, in its opinion, materially
        prejudicial to the interests of the Noteholders) give notice to the relevant
        Issuer that the Notes are, and they shall accordingly thereupon become,
        immediately 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 and be continuing:
|                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                               | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                               | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                               | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                               | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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| |     | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | if an encumbrancer takes possession or an administrative
or other receiver or an administrator is appointed of the whole or any substantial
part of the undertaking, property and assets of  the relevant Issuer or any Material
Subsidiary or if a distress, execution or other process is levied or enforced
upon or sued out against the whole or any substantial part of the assets of the
relevant Issuer or any Material Subsidiary and, in the
case of any of the foregoing events, is not discharged within 60 days or such
longer period as the Trustee may allow; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     | (vi)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | if the relevant Issuer or any Material Subsidiary is
unable to pay its debts within the meaning of Section 123(2) of the Insolvency
Act 1986; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |     | (vii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | if the relevant Issuer or any Material Subsidiary shall
cease to carry on the whole or substantially the whole of its business, save
in any case for the purposes of amalgamation, merger, consolidation, reorganisation,
reconstruction or other similar arrangement (a) not involving or arising out
of the insolvency of the relevant Issuer or a Material Subsidiary and under which
all or substantially all of its assets are transferred to
the relevant Issuer or a Material Subsidiary or one or more of the relevant Issuers
other Subsidiaries or to a transferee or transferees which is or are, or immediately
upon such transfer become(s), a Material Subsidiary or Material Subsidiaries
 provided that this exception (a) shall not apply where the transferor company
is the relevant Issuer unless assets comprising the major part by value of the
assets
owned by the relevant transferor company immediately prior to such transfer are

transferred to a single transferee company and contemporaneously with such transfer
where the transferor company is the relevant Issuer (y) such transferee company
assumes (to the satisfaction of the Trustee) all the obligations of the transferor
 company as principal debtor in respect of the Notes and (z) such transferor
company unconditionally and irrevocably guarantees (to the satisfaction of the
Trustee) the payment of all amounts payable by such transferee company as the
new principal
debtor or (b) under which all or substantially all of its assets are transferred
to a third party or parties (whether associates or not) for full consideration
on an arms length basis or (c) the terms of which have previously been
approved by the  Trustee in writing or by an Extraordinary Resolution of the
Noteholders provided that in no event shall the relevant Issuer or any Material
Subsidiary be deemed to have ceased to carry on the whole or substantially the
whole of its business solely
by reason of any forced divestiture imposed by any government or regulatory body
or by reason of the loss of the Appointment or the Licence.
|
| | (b) | For the purposes of this Condition:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |     | Accounts means, to the extent an Issuer has Subsidiary Undertakings, a consolidation of the annual statutory accounts of the relevant Issuer (except that, in the case of UUW, such
accounts shall be unconsolidated for such time as UUW has no Subsidiary Undertakings) and (in each case) its Subsidiary Undertakings as prepared by the relevant Issuer, and audited and reported upon by the Auditors in accordance with the historical
cost convention method as modified, if applicable, by the revaluation of land and buildings and otherwise in accordance with United Kingdom generally accepted accounting practices and principles;
|
| |     | Adjusted Capital and Reserves means at any time a sum equal to the aggregate of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | the amount paid up or credited as paid up on the issued share capital of the relevant Issuer, and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | the amounts standing to the credit of the capital and revenue reserves of the relevant Issuer and its Subsidiary Undertakings (including any share premium account and capital redemption
reserve) after adding thereto any balance standing to the credit of the profit and loss account;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |     | all based on the consolidated balance sheet of the
relevant Issuer (except in the case of UUW, a non- consolidated balance sheet
for such time as UUW has no Subsidiary Undertakings)and its  Subsidiary Undertakings
as contained in the then latest Accounts but after:                                                                                                                                                                                                                                                                                                                                                                         
|
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | excluding all sums set aside for taxation (whether in respect of deferred taxation or otherwise);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|

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| | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                    | making such adjustments as may
      be appropriate in respect of any variation in the amount of such share capital
      or such reserves subsequent to the relevant balance sheet date and so that
      for this purpose share capital allotted shall be deemed to have been issued
      and if any issue or proposed issue of shares by the relevant Issuer for
      cash has been underwritten then such shares shall be deemed to have been
      issued and the amount (including any premium) of the subscription moneys
      payable in respect thereof (not being moneys payable later than six months
      after the date of allotment) shall to the extent so underwritten be deemed
      to have been paid up on the date when the issue of such shares was underwritten
      (or, if such underwriting was conditional, on the date when it became unconditional
      in all respects);
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                   | making such adjustments as may
      be appropriate in respect of any distributions declared, recommended or
      made by the relevant Issuer or any of its Subsidiary Undertakings out of
      profits earned up to and including the date of such balance sheet to the
      extent that such distribution is not provided for in such balance sheet;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                    | making such adjustments as may
      be appropriate in respect of any variation in the interests of the relevant
      Issuer in its Subsidiary Undertakings (including, but without limiting the
      generality of the foregoing, any acquisition of a new Subsidiary Undertaking
      or disposal of an interest which causes an undertaking to cease to be a
      Subsidiary Undertaking) since the date of such balance sheet;                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                     | if the calculation is required
      for the purposes of or in connection with a transaction under or in connection
      with which any company is to become or cease to be a Subsidiary Undertaking
      of the relevant Issuer, making all such adjustments as would be appropriate
      if such transaction had been carried into effect;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (vi)                                                                                                                                                                                                                                                                                                                                                                                                                                    | excluding all minority interests
      and other third party interests in Subsidiary Undertakings of the relevant
      Issuer,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (vii)                                                                                                                                                                                                                                                                                                                                                                                                                                   | deducting any balance to the debit
      of the profit and loss account;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | (viii)                                                                                                                                                                                                                                                                                                                                                                                                                                  | deducting all amounts (if any)
      attributable to goodwill or any other intangible assets;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | (ix)                                                                                                                                                                                                                                                                                                                                                                                                                                    | excluding such part of the interests
      of the relevant Issuer or any of its Subsidiary Undertakings in an associated
      company (as defined in the Trust Deed), not being a Subsidiary Undertaking
      of the relevant Issuer, as is attributable to any post-acquisition undistributed
      profits and reserves, but including such interests at original cost or,
      if lower, book value;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (x)                                                                                                                                                                                                                                                                                                                                                                                                                                     | deducting (if not otherwise excluded)
         such amount as the Auditors shall consider appropriate in respect of
        any
      deferred taxation liabilities on the net amount by which the fixed assets
         of the relevant Issuer and its Subsidiary Undertakings shall have been
        written
      up as a result,of any revaluation, and for this purpose a transfer of any
         assets by the relevant Issuer to any of its Subsidiary Undertakings,
        or
      by any of its Subsidiary Undertakings to the relevant Issuer or another
         of its Subsidiary Undertakings, for a consideration in excess of the
        book
      value thereof shall be deemed to be a writing up of the book value of such
         asset as a result of a revaluation;                                                                                                             
|
| | (xi)                                                                                                                                                                                                                                                                                                                                                                                                                                    | deducting therefrom all amounts
         attributable (whether by way of share or loan capital or otherwise)
        to the
      interests of the relevant Issuer and its Subsidiary Undertakings (other
         than Excluded Subsidiaries) in Excluded Subsidiaries; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (xii)                                                                                                                                                                                                                                                                                                                                                                                                                                   | making such other adjustments (if
      any) as the Auditors may consider appropriate;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | and so that no amount shall be
      included or excluded more than once in the same calculation;                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | The Trust Deed provides that,
      if there is a material change in generally accepted United Kingdom accounting
      practices or principles as adopted and applied in the Accounts,the relevant
      Issuer will, at the request of the Trustee, after consultation with the
      relevant Issuer, restate the Accounts in accordance with generally accepted
      United Kingdom accounting practices and/or principles applied

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| | in respect of the Accounts for
           the year ended 31 March, 1998, and procure the Auditors to audit the
          said
      accounts, and the Adjusted Capital and Reserves shall be calculated accordingly.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | The certificate of the Auditors
      as to the amount of the Adjusted Capital and Reserves at any time shall,
      in the absence of manifest error, be conclusive and binding on all parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Appointment means the
        Instrument of Appointment dated 24 August, 1989 under Sections 11 and
        14
      of the Water Act 1989 (as varied from time to time) appointing United Utilities
      Water PLC as a water undertaker and sewerage undertaker;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Auditors means the auditors
      for the time being of the relevant Issuer or, in the event of their being
      unable or unwilling to carry out any action requested of them pursuant to
      the Trust Deed, such other firm of chartered accountants as the Trustee
      may in writing nominate or approve for the purpose;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Excluded Subsidiary
        means any Subsidiary of the relevant Issuer (i) which is a single purpose
        company whose principal assets and business are constituted by the ownership,
        acquisition, development and/or operation of an asset, (ii) none of whose
        liabilities in respect of the financing of such ownership, acquisition,
        development and/or operation of an asset is subject to any recourse whatsoever
        to any member of the Group other than an Excluded Subsidiary, and (iii)
        which has been designated as such by the relevant Issuer by written notice
        to the Trustee; provided that the relevant Issuer may give written notice
        to the Trustee at any time that any Excluded Subsidiary is no longer an
        Excluded Subsidiary, whereupon it shall cease to be an Excluded Subsidiary;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Group means the relevant
      Issuer and its Subsidiaries and member of the Group shall be
      construed accordingly;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | indebtedness for moneys
        borrowed means any present or future indebtedness (being principal,
        premium or interest) for or in respect of (a) all moneys borrowed, (b)
        liabilities under or in respect of any acceptance or acceptance credit
        and (c) all notes, bonds, debentures, debenture stock, loan stock or other
        securities offered, issued or distributed whether by way of public offer,
        private placing, acquisition consideration or otherwise and whether issued
        for cash or in whole or in part for a consideration other than cash which
        is not for the time being owned by the relevant Issuer or any of its Subsidiary
        Undertakings and which does not amount to Project Finance Indebtedness;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Licence means either
        the distribution licence granted to the relevant Issuer under Section
        6(1)(c)
      of the Electricity Act 1989 as amended by Section 30 of the Utilities Act
        2000 or the licence of the relevant Issuer having effect (in accordance
        with a scheme made by the Secretary of State for Trade and Industry under
        Section 13(2)(a) of Schedule 7 of the Utilities Act 2000 which took effect
        on 1 October 2001) as if it were a distribution licence granted under
        Section
      6(1)(c) of the Electricity Act 1989 as amended by Section 30 of the Utilities
      Act 2000, as appropriate;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Material Subsidiary
      means any Subsidiary of the relevant Issuer (not being an Excluded Subsidiary)
           (i) whose gross revenues earned from outside the Group or whose gross
          assets
      (in each case consolidated in respect of a Subsidiary which itself has
          Subsidiaries,  and in each case attributable to the relevant Issuer
          all as shown in the
      latest audited accounts (consolidated or, as the case may be, unconsolidated)
           of such Subsidiary represent 20 per cent or more of the consolidated
          gross
      revenues or, as the case may be, consolidated gross assets (in each case
           attributable to the shareholders of its ultimate parent) of the relevant

      Issuer and in each case their respective Subsidiary Undertakings (other
           than Excluded Subsidiaries) all as shown in the latest Accounts; or
          (ii)
      to which is transferred all or substantially all of the business, undertaking
           or assets of a Subsidiary which immediately prior to such transfer
          is a
      Material Subsidiary, whereupon the transferor Subsidiary shall immediately
           cease to be a Material Subsidiary and the transferee Subsidiary shall
          immediately
      become a Material Subsidiary under this sub-paragraph (ii) but shall cease
           to be a Material Subsidiary upon publication of its next audited accounts

      unless it would then be a Material Subsidiary under (i) above. A report
           by the Auditors (whether or not addressed to the Trustee) that in
          their
      opinion a Subsidiary is or is not or was or was not at any particular time
           a Material Subsidiary shall, in the absence of manifest error, be
          conclusive
      and binding on all parties;

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Project Finance Indebtedness
        means any indebtedness for moneys borrowed to finance the ownership, acquisition,
        development and/or operation of an asset (whether or not an asset of a
        member of the Group):                                                                                                                                                                                                                                                                                                                                                           
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Subsidiary
        means a subsidiary within the meaning of Section 736 of the Companies
        Act 1985; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Subsidiary Undertaking
      has the meaning ascribed thereto in Section 258 of the Companies Act 1985
           (but, in relation to each Issuer shall exclude any Subsidiary Undertaking

      whose accounts are not included in the then latest Accounts, or (in the
           case of a Subsidiary Undertaking which has first become a Subsidiary
          Undertaking
      of a member of the Group since the date as at which such Accounts were
          prepared)  would not have been so included or consolidated if it had
          become so on or
      before mat date).
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|11.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Replacement of Notes, Receipts,
      Coupons and Talons                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Should any Note, Receipt, Coupon
        or Talon be lost, stolen, mutilated, defaced or destroyed, it may be replaced
        at the specified office of the Principal Paying 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, Receipts, Coupons
        or Talons must be surrendered before replacements will be issued.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|12.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Agents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|The names of the initial Paying
      Agents and their initial specified offices are set out below.                                                                                                                                                                                                                                                                                                                                                                                                                         

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|The relevant Issuer is endued
        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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|In acting under the Agency Agreement,
        the Paying Agents act solely as agents of the relevant Issuer and, in
        certain circumstances specified therein, of the Trustee and do not assume
        any obligation to, or relationship of trust with, any Noteholders, Receiptholders
        or Couponholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|13.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|On and after the Fixed Interest
         Date or the Interest Payment Date, as appropriate, 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
        Principal
      Paying 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 9.                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|14.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|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. It is expected that such
      publication will be made in the Financial Times in London. The relevant
      Issuer shall also ensure that notices are duly published in a manner which
      complies with the rules and regulations of any stock exchange or any other
      relevant authority on which the Notes are for the time being listed or by
      which they have been admitted to trading. 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 will be deemed to have been
      given on such date, as the Trustee may approve.                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|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 newspapers) 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 listed on a stock exchange or admitted to
        trading by any other relevant authority and the rules of that stock exchange
        or other relevant authority so require, such notice will be published
        in a daily newspaper of general circulation in the place or places required
        by that stock exchange or other relevant authority. Any such notice shall
        be deemed to have been given to the holders of the Notes on the seventh
        day after the day on which the said notice was given to Euroclear and/or
        Clearstream,Luxembourg.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Notices to be given by any Noteholder
      shall be in writing and given by lodging .the same, together (in the case
      of any Note in definitive form) with the relative Note or Notes, with the
      Principal Paying Agent Whilst any of the Notes is represented by a Global
      Note, such notice may be given by any holder of a Note to the Principal
      Paying Agent through Euroclear and/or Clearstream, Luxembourg, as the case
      may be, in such manner as the Principal Paying Agent and Euroclear and/or
      Clearstream, Luxembourg, as the case may be, may approve for this purpose.                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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|15.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Meetings of Noteholders, Modification
      and Waiver                                                                                                                                                                                                                                       
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                              
|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 Receipts, the Coupons or any of
          the
        provisions of the Trust Deed, Such a meeting may be convened by the relevant
           Issuer or the Trustee and shall be convened by the relevant Issuer
          at
        the request 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 a clear majority 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,

        the Receipts, the Coupons or the Trust Deed (including modifying the
          date  of maturity of the Notes or any date for payment of interest
          thereon,
        reducing or cancelling the amount of principal or the rate or amount
          of  interest payable in respect of the Notes or altering the currency
          of payment
        of the Notes, the Receipts 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
        one-third 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 Receiptholders and Couponholders.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                              
|The Trustee may agree, without the
      consent of the Noteholders, Receiptholders or Couponholders, to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                              
|(i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | any modification of any of the
      provisions of these Terms and Conditions, the Notes, the Receipts, the Coupons
      or the Trust Deed which is not in the opinion of the Trustee materially
      prejudicial to the interests of the Noteholders; or                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                              
|(ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | any modification of the provisions
      of any of these Terms and Conditions, the Notes, the Receipts, the Coupons
      or the Trust Deed which is of a formal, minor or technical nature or is
      made to correct a manifest error or to comply with mandatory provisions
      of law.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                              
|The Trustee may also agree, without
      the consent of the Noteholders, Receiptholders or Couponholders, to the
      waiver or authorisation of any breach or proposed breach of any of these
      Terms and Conditions or any of the provisions of the Trust Deed or determine,
      without any such consent as aforesaid, that any Event of Default or Potential
      Event of Default (as defined in the Trust Deed) shall not be treated as
      such, which in any such case is not, in the opinion of the Trustee, materially
      prejudicial to the interests of the Noteholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                              
|In connection with the exercise
         by it of any of its trusts, powers, authorities or discretions (including,

      but 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, Receiptholders or Couponholders
        (whatever
      their number) and, in particular, but without limitation, shall not have
         regard to the consequences of such exercise for individual Noteholders,

      Receiptholders 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 and the Trustee
         shall not be endued to require, nor shall any Noteholder, Receiptholder

      or Couponholder be entitled to claim, from the relevant Issuer or any other
         person any indemnification or payment in respect of any tax consequence

      of arty such exercise upon individual Noteholders, Receiptholders or Couponholders
         except, in the case of the relevant Issuer to the extent provided for
        in
      Condition 8 and/or any undertaking given in addition to, or in substitution
         for, Condition 8 pursuant to the Trust Deed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                              
|Any such modification shall be binding
      on the Noteholders, the Receiptholders and the Couponholders and, unless
      the Trustee otherwise agrees, any such modification shall be notified to
      the Noteholders in accordance with Condition 14 as soon as practicable thereafter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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|16. | Indemnification of the Trustee and its Contracting
      with the relevant 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 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 relevant Issuer and to act as trustee for the holders of
any other securities issued by, or relating
to, the relevant Issuer; (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,
Receiptholders 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.

|17. | Further Issues
|--- | --------------

The relevant Issuer is at liberty from time to time without the consent of the Noteholders, the Receiptholders or the Couponholders to create and issue further notes having terms and
conditions the same as the Notes 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. The Trust Deed
contains provisions for convening a single meeting of the Noteholders and the holders of Notes of other Series in certain circumstances where the Trustee so decides.

|18. | Substitution
|--- | ------------

The Trustee may agree, without the consent of the Noteholders, the Receiptholders or the Couponholders, to the substitution at any time or times:

|(i)   | of any Subsidiary of United Utilities PLC in
      place of United Utilities PLC as principal debtor, subject to the irrevocable
      and unconditional guarantee of United Utilities PLC; or
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                               
|(ii)  | of any Subsidiary of UUE in place of UUE as
      principal debtor, subject to the irrevocable and unconditional guarantee
      of UUE; or                                                   
|      |                                                                                                                                                                                               
|(iii) | of any Subsidiary of UUW in place of UUW as
      principal debtor, subject to the irrevocable and unconditional guarantee
      of UUW.                                                      

Any such substitution shall also be subject to the
relevant provisions of the Trust Deed, including a provision to the effect that
the Trustee shall have received confirmation in writing  from each rating agency
which, at the request of the relevant Issuer, shall have assigned a credit rating
to the Notes that such substitution by itself and the circumstances pertaining
to the substitution will not result in a downgrading of the then
current credit rating assigned to the Notes by such rating agency.

|19. | Governing Law
|--- | -------------

The Trust Deed, the Notes, the Receipts and the Coupons are governed by, and shall be construed in accordance with, English law.

|20. | Contracts (Rights of Third Parties) Act 1999
|--- | --------------------------------------------

No person shall have any right to enforce any term or condition of this Note under the Contracts (Rights of Third Parties) Act 1999 but this does not affect any right or remedy of any
person which exists or is available apart from that Act.

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PRINCIPAL PAYING AGENT

Citibank, N.A.5 Carmelite Street,London EC4Y OPA

PAYING AGENT

Citigroup Global Markets Deutschland
  AG & Co.
  KGaA German Agency and Trust Department
  Reuterweg
  60323 Frankfurt am Main
  Germany

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SCHEDULE 2

FORMS OF GLOBAL AND DEFINITIVE
  NOTES, RECEIPTS, COUPONS AND TALONS

PART 1

FORM OF TEMPORARY GLOBAL NOTE

[ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL
  REVENUE CODE OF THE UNITED STATES) 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

[UNITED UTILITIES PLC(the Issuer)(incorporated with limited liability in England)/

UNITED UTLITIES ELECTRICITY PLC(theIssuer)(incorporated with limited liability in England)/

UNITED UTILITIES WATER PLC(theIssuer)(incorporated with limited liability in England)]2

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 Final Terms applicable to the Notes (theFinalTerms), 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 Schedule 1 to the Trust Deed (as defined below)
  as
  supplemented, replaced and modified by the Final Terms but, in the event of
  any conflict between the provisions of the said Conditions and the information
  in the Final Terms, the Final Terms will prevail. Words and expressions defined
  in the Conditions and the Trust Deed 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 an Amended and Restated Trust Deed (such Trust Deed
  as modified and/or supplemented and/or restated from time to time, the Trust
  Deed)
  dated 23rd November, 2005 and made between (inter alios) the Issuer
  and  The Law Debenture Trust Corporation p.l.c. as trustee for the holders
  of the
  Notes.

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 each Instalment Date (if the Notes are repayable
     in instalments) and 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 Principal

| 
|-
|1
|2

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Paying Agent at 5 Carmelite Street, London EC4Y OPA,
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 of an
instalment or 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 1 hereto and the relevant space in Schedule
1 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, payment of
an instalment, 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 or the amount of
such  instalment. The nominal amount from time to time of this Global Note and
of the Notes represented by this Global Note following any such redemption, payment
of an instalment, 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, III or IV of Schedule 1 hereto or in Schedule 2 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 Principal Paying Agent
    by  Clearstream Banking, société anonyme (Clearstream, Luxembourg)
  or Euroclear Bank S.A./N.V. as operator of the Euroclear System (Euroclear)
   a certificate in or substantially in the form set out in Part 7 of Schedule

  2 to the Trust Deed 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 in or substantially
   in the form of Certificate A as set out in Part 7 of Schedule
   2  to the Trust Deed. 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 Receipts, Coupons
   and
  Talons appertaining thereto in or substantially in the forms set out in Parts
    3, 4, 5 and 6 of Schedule 2 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 Final Terms, either
     Definitive Notes and (if applicable) Receipts, 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) Receipts, Coupons and/or Talons and
    the
  relevant information supplementing, replacing or modifying the Conditions appearing
     in the Final Terms 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
    2  of Schedule 2 to the Trust Deed (together with the Final Terms 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
     Final Terms. If Definitive Notes and (if applicable) Receipts, 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) Receipts,
    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
  Principal Paying 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 Principal Paying Agent by
    Euroclear
  or Clearstream, Luxembourg a certificate in or substantially in the form set
     out in Part 7 of Schedule 2 to the Trust Deed to the effect that it hasreceived from or in respect of a person
  entitled to a particular nominal amount of the Notes

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represented by this Global Note (as shown by its records)
a certificate in or substantially in the form of Certificate A as
set out in Part 7 of Schedule 2 to the Trust Deed. On an  exchange of the whole
of this Global Note, this Global Note shall be surrendered to the Principal
Paying 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  2 hereto
and the relevant space in Schedule 2 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 2 to the Permanent Global Note and the
relevant  space in Schedule 2 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 Receipts, Coupons and/or Talons (if any) in the form(s) set out in Parts 3, 4, 5 and 6 (as applicable) of Schedule 2 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 Principal Paying 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.

No rights are conferred on any person by virtue of
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  any person which
exists or is available apart from that Act.

This Global Note is governed by, and shall be construed in accordance with, English law.

This Global Note shall not be valid unless authenticated by Citibank, N.A., London office, as Principal Paying Agent.

IN WITNESS whereof the Issuer has caused
  this Global Note to be signed manually or in facsimile by a person duly authorised
  on its behalf.

|Issued as of | 
|------------ | 

[UNITED UTILITIES PLC/UNITED UTILITIES ELECTRICITY PLC/UNITED UTILITIES WATER PLC]1

|By: . |                      
|----- | ---------------------
|      | Duly Authorised      
|     
|     
|1     | Delete as applicable.

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Authenticated byCitibank, N.A., London office,
as Principal Paying Agent.

|By: |  |                     
|--- |  | --------------------
|    |  | Authorised Signatory

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SCHEDULE 1

PART I

INTEREST PAYMENTS

|          |  |                  |  |                  |  |               |  | Confirmation of 
|--------- |  | ---------------- |  | ---------------- |  | ------------- |  | ----------------
|          |  |                  |  |                  |  |               |  | payment by or   
|          |  | Interest Payment |  | Total amount of  |  | Amount of     |  | on behalf of the
|Date made |  | Date             |  | interest payable |  | interest paid |  | Issuer          
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 

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PART II

PAYMENT OF INSTALMENT AMOUNTS

|                                                                                                   |  |                 |  |              |  | Remaining      |  |                 
|-------------------------------------------------------------------------------------------------- |  | --------------- |  | ------------ |  | -------------- |  | ----------------
|                                                                                                   |  | Total amount of |  |              |  | nominal amount |  | Confirmation of 
|                                                                                                   |  | Instalment      |  | Amount of    |  | of this Global |  | payment by or   
|                                                                                                   |  | Amounts         |  | Instalment   |  | Note following |  | on behalf of the
|Date made                                                                                          |  | payable         |  | Amounts paid |  | such payment*  |  | Issuer          
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                   |  |                 |  |              |  |                |  |                 
|                                                                                                  
|* See most recent entry
    in Part II, III or IV or Schedule 2 in order to determine this amount.

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PART III

REDEMPTIONS

|                                                                                                   |  |                 |  |                |  | Remaining      |  |                
|-------------------------------------------------------------------------------------------------- |  | --------------- |  | -------------- |  | -------------- |  | ---------------
|                                                                                                   |  |                 |  |                |  | nominal amount |  |                
|                                                                                                   |  |                 |  |                |  | of this Global |  | Confirmation of
|                                                                                                   |  | Total amount of |  |                |  | Note following |  | redemption by  
|                                                                                                   |  | principal       |  | Amount of      |  | such           |  | or on behalf of
|Date made                                                                                          |  | payable         |  | principal paid |  | redemption*    |  | the Issuer     
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|                                                                                                   |  |                 |  |                |  |                |  |                
|* See most recent entry
    in Part II, III or IV or Schedule 2 in order to determine this amount.

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PART IV

PURCHASES AND CANCELLATIONS

|                                                                                                   |  |                       |  | Remaining nominal     |  |                      
|-------------------------------------------------------------------------------------------------- |  | --------------------- |  | --------------------- |  | ---------------------
|                                                                                                   |  | Part of nominal       |  | amount of this Global |  | Confirmation of      
|                                                                                                   |  | amount of this Global |  | Note following such   |  | purchase and         
|                                                                                                   |  | Note purchased and    |  | purchase and          |  | cancellation by or on
|Date made                                                                                          |  | cancelled             |  | cancellation*         |  | behalf of the Issuer 
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                   |  |                       |  |                       |  |                      
|                                                                                                  
|* See most recent entry
    in Part II, III or IV or Schedule 2 in order to determine this amount.

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SCHEDULE2

EXCHANGESFOR 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:

|                                                                                                                                   |  | Nominal amount of this  |  |                       |  |                       
|---------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------- |  | --------------------- |  | ----------------------
|                                                                                                                                   |  | Global Note exchanged   |  | Remaining nominal     |  |                       
|                                                                                                                                   |  | for Definitive Notes or |  | amount of this Global |  |                       
|                                                                                                                                   |  | a part of a Permanent   |  | Note following such   |  | Notation made by or on
|Date made                                                                                                                          |  | Global Note             |  | exchange*             |  | behalf of the Issuer  
|                                                                                                                                   |  |                         |  |                       |  |                       
|                                                                                                                                   |  |                         |  |                       |  |                       
|                                                                                                                                   |  |                         |  |                       |  |                       
|                                                                                                                                   |  |                         |  |                       |  |                       
|                                                                                                                                   |  |                         |  |                       |  |                       
|                                                                                                                                   |  |                         |  |                       |  |                       
|                                                                                                                                   |  |                         |  |                       |  |                       
|                                                                                                                                   |  |                         |  |                       |  |                       
|                                                                                                                                   |  |                         |  |                       |  |                       
|                                                                                                                                   |  |                         |  |                       |  |                       
|                                                                                                                                   |  |                         |  |                       |  |                       
|                                                                                                                                   |  |                         |  |                       |  |                       
|                                                                                                                                   |  |                         |  |                       |  |                       
|                                                                                                                                   |  |                         |  |                       |  |                       
|                                                                                                                                   |  |                         |  |                       |  |                       
|                                                                                                                                   |  |                         |  |                       |  |                       
|                                                                                                                                   |  |                         |  |                       |  |                       
|                                                                                                                                   |  |                         |  |                       |  |                       
|                                                                                                                                   |  |                         |  |                       |  |                       
|                                                                                                                                   |  |                         |  |                       |  |                       
|                                                                                                                                   |  |                         |  |                       |  |                       
|                                                                                                                                   |  |                         |  |                       |  |                       
|                                                                                                                                   |  |                         |  |                       |  |                       
|                                                                                                                                   |  |                         |  |                       |  |                       
|                                                                                                                                   |  |                         |  |                       |  |                       
|                                                                                                                                   |  |                         |  |                       |  |                       
|                                                                                                                                   |  |                         |  |                       |  |                       
|                                                                                                                                   |  |                         |  |                       |  |                       
|                                                                                                                                   |  |                         |  |                       |  |                       
|                                                                                                                                   |  |                         |  |                       |  |                       
|                                                                                                                                   |  |                         |  |                       |  |                       
|                                                                                                                                   |  |                         |  |                       |  |                       
|                                                                                                                                   |  |                         |  |                       |  |                       
|                                                                                                                                   |  |                         |  |                       |  |                       
|                                                                                                                                   |  |                         |  |                       |  |                       
|                                                                                                                                   |  |                         |  |                       |  |                       
|* See most recent entry
      in Part II, III or IV of Schedule One or in this Schedule 2 in order to
      determine this
amount.

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PART 2

FORM OF PERMANENT GLOBAL NOTE

[ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL
REVENUE CODE OF THE UNITED STATES) 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

UNITED UTILITIES PLC(the Issuer)(incorporated with limited liability in England)/UNITED UTILITIES ELECTRICITY PLC(theIssuer)(incorporated with limited liability in England/UNITED UTILITIES WATER PLC(theIssuer)(incorporated with limited liability in England)]2  PERMANENT GLOBAL NOTE

This Note is a Permanent Global Note in respect of
a duly authorised issue of Notes of the Issuer (theNotes) of the Nominal
Amount, Specified Currency(ies) and Specified Denomination(s) as  are specified
in the Final Terms applicable to the Notes (the Final Terms), 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 Schedule 1 to the Trust Deed
(as  defined below) as supplemented, replaced and modified by the Final Terms
but, in the event of any conflict between the provisions of the said Conditions
and the information in the Final Terms, the Final Terms 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 an Amended and Restated Trust Deed (such Trust Deed as modified and/or  supplemented
and/or restated from time to time, theTrust Deed) dated 23rd November,
2005 and made
between(inter alios) the Issuer and The Law Debenture Trust Corporation
p.l.c. as trustee for the holders
of the Notes.

The Issuer, subject to and in accordance with the Conditions
and the Trust Deed, promises to pay to the bearer hereof on each Instalment Date
(if the Notes are repayable in instalments) and  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 Principal
Paying Agent at 5 Carmelite Street, London EC4Y 0PA, 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 of an instalment or

| 
|-
|1
|2



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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 1 hereto and the relevant space in Schedule 1 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, payment of an instalment, 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 or the amount of such instalment. The nominal amount from time to time of this Global Note and of the Notes represented by this Global Note following any such redemption, payment of an instalment, 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, III or IV of Schedule 1 hereto or in Schedule 2 hereto.

[On any exchange of the 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 2 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.]1

[Upon any further Tranche of Notes of this Series being issued, details of such increase in the size of the Series shall be entered by or on behalf of the Issuer in Schedule 2 hereto and
the relevant space in Schedule 2 hereto recording such increase 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 of such
further Tranche.]2

This Global Note may be exchanged (free of charge) in whole, but not in part, for Definitive Notes and (if applicable) Receipts, Coupons and/or Talons in or substantially in the forms set
out in Parts 3, 4, 5 and 6 of Schedule 2 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) Receipts, Coupons
and/or Talons and the relevant information supplementing, replacing or modifying the Conditions appearing in the Final Terms has been endorsed on or attached to such Definitive Notes) either, as specified in the applicable Final Terms:

|(a) | upon not less than 60 days written notice being
given to the Principal Paying Agent by Euroclear Bank S.A./N.V. as operator of
the Euroclear System (Euroclear)and/or
Clearstream
Banking, société anonyme(Clearstream,
Luxembourg)(acting on the instructions
of any holder of an interest in this Global Note); or
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) | upon the occurrence of an Exchange Event.                                                                                                                                                                                                                                                                            
|   
|    | An Exchange Event means:                                                                                                                                                                                                                                                                                             
|   
|    | (i)                                                                                                                                                                                                                                                                                                                  
|   
|    | (ii)                                                                                                                                                                                                                                                                                                                 
|   

| 
|-
|1
|2



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|(iii) | the Issuer has or will become obliged to pay additional amounts as provided for or referred to in Condition 8 which would not be required were the Notes in definitive form.
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If this Global Note is exchangeable following the occurrence of an Exchange Event:

|(a) | the Issuer will promptly give notice to Noteholders in accordance with Condition 14 upon the occurrence of such Exchange Event; and                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) | 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 Principal Paying Agent
requesting exchange and, in the event of the occurrence of an Exchange Event as described in (iii) above, the Issuer may also give notice to the Principal Paying Agent requesting exchange. Any such exchange shall occur on a date specified in the
notice not more than 60 days after the date of receipt of the first relevant notice by the Principal Paying 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 Principal Paying 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 Principal Paying 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 Receipts, Coupons and/or Talons (if any) in the form(s) set out in Parts 3, 4, 5 and 6 (as applicable) of Schedule 2 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 Principal Paying 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.

No rights are conferred on any person by virtue of
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  any person which
exists or is available apart from that Act.

This Global Note is governed by, and shall be construed in accordance with, English law.

This Global Note shall not be valid unless authenticated by Citibank, N.A., London office, as Principal Paying Agent.

IN WITNESS whereof the Issuer has caused this Global Note to be signed manually or in facsimile by a person duly authorised on its behalf.

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|Issued as of | 
|------------ | 
|            

[UNITED UTILITIES PLC/UNITED UTILITIES ELECTRICITY PLC/UNITED UTILITIES WATER PLC]1

|By: |                
|--- | ---------------
|   
|    | Duly Authorised

Authenticated byCitibank, N.A., London office,as Principal Paying Agent.

|By: |                     
|--- | --------------------
|   
|    | Authorised Signatory





| 
|-
|1



| | 
| | 
|

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SCHEDULE 1

PART I

INTEREST PAYMENTS

|          |  |                  |  |                  |  |               |  | Confirmation of 
|--------- |  | ---------------- |  | ---------------- |  | ------------- |  | ----------------
|          |  |                  |  |                  |  |               |  | payment by or   
|          |  | Interest Payment |  | Total amount of  |  | Amount of     |  | on behalf of the
|Date made |  | Date             |  | interest payable |  | interest paid |  | Issuer          
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 
|          |  |                  |  |                  |  |               |  |                 

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PART II

PAYMENT OF INSTALMENT AMOUNTS

|          |  |                 |  |              |  | Remaining      |  |                 
|--------- |  | --------------- |  | ------------ |  | -------------- |  | ----------------
|          |  | Total amount of |  |              |  | nominal amount |  | Confirmation of 
|          |  | Instalment      |  | Amount of    |  | of this Global |  | payment by or   
|          |  | Amounts         |  | Instalment   |  | Note following |  | on behalf of the
|Date made |  | payable         |  | Amounts paid |  | such payment*  |  | Issuer          
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 
|          |  |                 |  |              |  |                |  |                 

*  See most recent entry in Part II, III or IV of Schedule 2 in order to determine this amount.



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PART III

REDEMPTIONS

|          |  |                 |  |                |  | Remaining        |  |                
|--------- |  | --------------- |  | -------------- |  | ---------------- |  | ---------------
|          |  |                 |  |                |  | nominal amount   |  | Confirmation of
|          |  | Total amount of |  |                |  | of this Global   |  | redemption by  
|          |  | principal       |  | Amount of      |  | Note following   |  | or on behalf of
|Date made |  | payable         |  | principal paid |  | such redemption* |  | the Issuer     
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                
|          |  |                 |  |                |  |                  |  |                

*  See most recent entry in Part II, III or IV of Schedule
2 in order to determine this amount.



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PART IV

PURCHASES AND CANCELLATIONS

|          |  |                       |  |                           |  |                          
|--------- |  | --------------------- |  | ------------------------- |  | -------------------------
|          |  |                       |  | Remaining nominal         |  |                          
|          |  | Part of nominal       |  | amount of
    this Global |  | Confirmation of          
|          |  | amount of this Global |  | Note following such       |  | purchase and             
|          |  | Note purchased and    |  | purchase and              |  | cancellation by or
    on
|Date made |  | cancelled             |  | cancellation*             |  | behalf of the Issuer     
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          
|          |  |                       |  |                           |  |                          

*  See most recent entry in Part II, III
or IV of Schedule 2 in order to determine this amount.



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SCHEDULE 2

[EXCHANGES]1[INCREASES]2

|          |  | [Nominal      |  | [Amount of       |  |                  |  |                
|--------- |  | ------------- |  | ---------------- |  | ---------------- |  | ---------------
|          |  | amount of     |  | increase in      |  |                  |  |                
|          |  | Temporary     |  | nominal amount   |  | Nominal Amount   |  |                
|          |  | Global Note   |  | of this Global   |  | of this Global   |  |                
|          |  | exchanged for |  | Note following   |  | Note following   |  | Notation made  
|          |  | this Global   |  | issue of further |  | such [exchange]1 |  | by or on behalf
|Date made |  | Note]1        |  | Tranche]2        |  | [increase]2*     |  | of the Issuer  
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                
|          |  |               |  |                  |  |                  |  |                

*  See most recent entry in Part II, III
    or IV of Schedule 1 or in this Schedule 2 in order to determine this
amount.

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PART 3

FORM OF DEFINITIVE NOTE

[ANY UNITED
STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES)
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

[UNITED UTILITIES PLC(theIssuer)(incorporated with limited liability in England)/

UNITED UTILITIES ELECTRICITY PLC(theIssuer)(incorporated with limited liability in England)/

UNITED UTILITIES WATER PLC(theIssuer)(incorporated with limited liability in England)]2

[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 Schedule 1 to the Trust Deed (as defined below) which shall
be incorporated by reference herein and have effect as if set out herein] as
supplemented, replaced and modified by the relevant information
(appearing in the Final Terms (theFinal Terms)) endorsed hereon but,
in the event of any conflict between  the provisions of the said Conditions and
such information in the Final Terms, 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 an Amended and Restated Trust Deed (such
Trust Deed as modified and/or supplemented and/or restated from time to time,
the Trust Deed) dated 23rd November, 2005 and made between(inter alios) the
Issuer and The Law Debenture Trust Corporation p.l.c. as trustee for the holders
of the Notes.

The Issuer, subject to and in accordance with the Conditions and the Trust Deed, promises to pay to the bearer hereof on [each Instalment Date and] 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 Citibank, N.A., London office, as Principal Paying Agent.

IN WITNESSwhereof this Note has been executed on behalf of the Issuer.

| 
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|1
|2

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[UNITED UTILITIES PLC/UNITED UTILITIES ELECTRICITY PLC/
UNITED
UTILITIES WATER PLC]1

|By: | ........................................
|--- | ----------------------------------------
|    |                                         

Authenticated byCitibank, N.A., London office,
as Principal Paying
Agent.

|By: | .....................................
|--- | -------------------------------------
|    |                                      
|    |                                      
|    |                                      
|   
|1   | Delete as applicable.                

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[Conditions]

[Conditions to be as set out in Schedule 1 to this
Trust Deed or such other form as may be agreed between the relevant Issuer, the
Principal Paying Agent, the Trustee and the relevant  Dealer(s), but shall not
be endorsed if not required by the relevant Stock Exchange]

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FINAL TERMS

[Here to be set out the text of the relevant information
supplementing,
replacing or modifying the Conditions which appears in the Final
Terms relating
to the Notes]

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PART 4

FORM OF RECEIPT

[UNITED UTILITIES PLC/UNITED
    UTILITIES ELECTRICITY PLC/UNITED UTILITIES
    WATER PLC]1

[Specified Currency and Nominal Amount of Tranche]
NOTES DUE

  [Year of Maturity]

Series No. [      ]

Receipt for the sum of [       ]
    being the instalment of principal payable in accordance with the Terms and
    Conditions applicable to the Note to which this Receipt appertains
(the Conditions)on [      ].

This Receipt is issued subject to and in accordance with the Conditions which shall be binding upon the holder of this Receipt (whether or not it
is for the time being attached to such
Note) and is payable at the specified office of any of the Paying Agents set out on the reverse of the Note to which this Receipt appertains (and/or any other or further Paying Agents and/or specified offices as may from time to time be duly
appointed and notified to the Noteholders).

This Receipt must be presented for payment together with the Note to which it appertains. The Issuer shall have no obligation in respect of any Receipt presented without the Note to which
it appertains or any unmatured Receipts.

ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL
REVENUE CODE OF THE UNITED STATES) 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.

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PART 5

FORM OF COUPON

On the front:

[UNITED UTILITIES PLC/
UNITED UTILITIES ELECTRICITY PLC/
UNITED UTILITIES WATER PLC]1

[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]].2

|                                                                                                                                                                                                                           | Part A                           
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------
|                                                                                                                                                                                                                           |                                  
|[For Fixed Rate Notes:                                                                                                                                                                                                     |                                  
|                                                                                                                                                                                                                           |                                  
|This Coupon is payable to bearer, separately                                                                                                                                                                               | Coupon for                       
|negotiable and subject to the Terms and                                                                                                                                                                                    | [          ]                     
|Conditions of the said Notes.                                                                                                                                                                                              | due on [       ],
	    [       ]]
|                                                                                                                                                                                                                           |                                  
|                                                                                                                                                                                                                           | Part B                           
|                                                                                                                                                                                                                           |                                  
|[For Floating Rate Notes or
Index Linked Interest 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 (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) 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.



| 
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|1
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PART 6

FORM OF TALON

[UNITED UTILITIES PLC/
UNITED UTILITIES ELECTRICITY PLC/
UNITED UTHJTIES WATER PLC]1

[Specified Currency and Nominal Amount of Tranche]
NOTES
DUE[Year of Maturity]

Series No. [        ]

[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.

ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) 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.



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|2
|3

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On the back of Receipts, Coupons and Talons:

PRINCIPAL PAYING AGENT

Citibank, N.A.
5 Carmelite Street,
London EC4Y 0PA   PAYING AGENT


Citigroup Global Markets Deutschland AG & Co.
KGaA
German Agency and Trust Department
Reuterweg
60323 Frankfurt am Main
Germany







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PART 7

FORM OF CERTIFICATE TO BE PRESENTED BY
EUROCLEAR
OR CLEARSTREAM, LUXEMBOURG

[UNITED UTILITIES PLC/
UNITED UTILITIES ELECTRICITY PLC/
UNITED UTILITIES WATER PLC]1

[Title of Notes]

(the Securities)

This is to certify that, based solely on certifications
we have received in writing, by tested telex or by electronic transmission from
member organisations appearing in our records as  persons being entitled to a
portion of the nominal amount set forth below (our Member Organisations) substantially
to the effect set forth in the temporary Global Note representing the Securities,
as of the date hereof, [       ] nominal amount
of the above-captioned Securities (a) is owned by persons that are not citizens
or residents
of the United States, domestic partnerships, domestic corporations or any estate
or trust the income of which is subject to United States Federal income taxation
 regardless of its source (United States persons), (b) is owned by United States
persons that (i) are foreign branches of United States financial institutions
(as defined in U.S. Treasury Regulations Sections 1.165 -12(c)(l)(iv) (financial

institutions) purchasing for their own account or for resale, or (ii) acquired
the Securities through foreign branches of United States financial institutions
and who hold the Securities through such United States financial institutions
on the date  hereof (and in either case (i) or (ii), each such United States
financial institution has agreed, on its own behalf or through its agent, that
we may advise the Issuer or the Issuers agent that it will comply with
the requirements of Section  165(j)(3)(A), (B) or (C) of the Internal Revenue
Code of 1986, as amended, and the regulations thereunder), or (c) is owned by
United States or foreign financial institutions for purposes of resale during
the restricted period (as defined in U.S.
Treasury Regulations Section 1.163 -5(c)(2)(i)(D)(7)), and to the further effect
that United States or foreign financial institutions described in Clause (c)
above (whether or not also described in Clause (a) or (b)) have certified that
they have  not acquired the Securities for purposes of resale directly or indirectly
to a United States person or to a person within the United States or its possessions.

If the Securities are of the category contemplated in Section 230.903(c)(3) of Regulation S under the Securities Act of 1933, as amended, then this is also to certify with respect to such
principal amount of Securities set forth above that, except as set forth below, we have received in writing, by tested telex or by electronic transmission, from our Member Organisations entitled to a portion of such principal amount, certifications
with respect to such portion, substantially to the effect set forth in the temporary Global Note representing the Securities.

We further certify (a) that we are not making available
herewith for exchange (or, if relevant, exercise of any rights or collection
of any interest) any portion of the temporary Global Note excepted in such certifications
and (b) that as of the date hereof we have not received any notification from
any of our Member Organisations to the effect that the statements made by such
Member Organisations with respect to any portion of the part
submitted herewith for exchange (or, if relevant, .exercise of any rights or
collection of any interest) are no longer true and cannot be relied upon as of
the date hereof.

We understand that this certification is required in
connection with certain tax laws and, if applicable, certain securities laws
of the United States. In connection therewith, if
administrative or legal

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proceedings or official enquiries are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorise you to produce this certification
to any interested party in such proceedings or enquiries.

Dated:                      , 2001

Yours faithfully,

|    |  | 
|--- |  | 
|By: |  | 
|    |  | 
|    |  | 







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CERTIFICATE A

[UNITED UTILITIES PLC/UNITED UTILITIES ELECTRICITY PLC/UNITED UTILITIES WATER PLC]1

[Title of Notes]

(the
Securities)

This is to certify that as of the date hereof, and except as set forth below, the above-captioned Securities held by you for our account (a) are owned by person(s) that are not citizens or
residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States Federal income taxation regardless of its source (United
States person(s)), (b) are owned by United
States person(s) that (i) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165 -12(c)(l)(iv)) (financial
institutions) purchasing for their own account or for resale, or (ii) acquired
the Securities through foreign branches of United States financial institutions and who hold the Securities through such United States financial institutions on the date hereof (and in either case (i) or (ii), each such United States financial
institution hereby agrees, on its own behalf or through its agent, that you may advise the Issuer or the Issuers agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended,
and the regulations thereunder), or (c) are owned by United States or foreign financial institution(s) for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163 -5(c)(2)(i)(D)(7)), and in addition if
the owner of the Securities is a United States or foreign financial institution described in Clause (c) above (whether or not also described in Clause (a) or (b)) this is to further certify that such financial institution has not acquired the
Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.

If the Securities are of the category contemplated in Section 230.903(c)(2) of Regulation S under the Securities Act of 1933, as amended, (the Act) then this is also to certify that, except
as set forth below, the Securities are beneficially owned by (a) non-U.S. person(s) or (b) U.S. person(s) who purchased the Securities in transactions which did not require registration under the Act. As used in this paragraph, the term U.S.
person
has the meaning given to it by Regulation S under the Act.

As used herein, United States means the United States of America (including the States and the District of Columbia); and its possessions include Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana Islands.

We undertake to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to the Securities held by you for our account in
accordance with your operating procedures if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such date.

This certification excepts and does not relate to [ ] of such interest in the above Securities in respect of which we are not able to certify and as to which we understand exchange and
delivery of definitive Securities (or, if relevant, exercise of any right or collection of any interest) cannot be made until we do so certify.

We understand that this certificationis required in connection with certain tax laws and, if applicable, certain securities laws of the United States. In connection therewith, if
administrative or legal

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proceedings or official enquiries are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorise you to produce this certification
to any interested party in such proceedings or enquiries.

Dated:       ,
    2001

Name of person making certification

|By: |  | 
|--- |  | 
|    |  | 
|    |  | 

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SCHEDULE 3

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)                                                                                                                                    
|   |     |                                                                                                                                        
|   |     |                                                                                                                                        
|   |     |                                                                                                                                        
|   |     |                                                                                                                                        
|   |     |                                                                                                                                        
|   |     |                                                                                                                                        
|   |     |                                                                                                                                        
|   |     |                                                                                                                                        
|   |     |                                                                                                                                        
|   |     | (ii)                                                                                                                                   
|   |     |                                                                                                                                        
|   |     |                                                                                                                                        
|   |     |                                                                                                                                        
|   |     |                                                                                                                                        
|   |     |                                                                                                                                        
|   |     |                                                                                                                                        

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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | giving of notice by the Paying Agent to the
      relevant Issuer in accordance with paragraph 17 hereof of the necessary
      amendment to the block voting instruction;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (B)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | it is certified that each holder
      of such Notes or a duly authorised agent on his behalf 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 hi 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 24 hoursshall
      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  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 48 hoursshall mean a period
      of 48 hours including all or part of two days upon which banks are open
      for business both in the place where the relevant meeting is to be held
      and in each of the places where the Paying Agents have their specified offices
      (disregarding for this purpose the day upon which such meeting is to be
      held) and such period shall be extended by one period or, to the extent
      necessary, more periods of 24 hours until there is included as aforesaid
      all or part of two days upon which banks are open for business in all of
      the places as aforesaid.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (b) | A holder of a Note (whether in
      definitive form or represented by a Global Note) may obtain a voting certificate
      in respect of such Note from a Paying Agent or require a Paying Agent to
      issue a block voting instruction in respect of such Note by depositing such
      Note with such Paying Agent or (to the satisfaction of such Paying Agent)
      by such Note being held to its order or under its control or being blocked
      in an account with a clearing system, in each case not less than 48 hours
      before the time fixed for the relevant meeting and on the terms set out
      in sub-paragraph l(a)(i)(A) or

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | l(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 1 (a)(i)(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 relevant Issuer or the Trustee
      may at any time and the relevant Issuer shall upon a requisition in writing
      in the English language signed by the holders of not less than one-tenth
      in nominal amount of the Notes for the time being outstanding convene a
      meeting of the Noteholders and if the relevant 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 14. 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),
        to the relevant Issuer (unless the meeting is convened by the relevant
    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 relevant 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-tenth
      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
      a clear majority in nominal amount of the Notes for the time being outstandingPROVIDED THATat
      any meeting the business of which includes any of the following matters
      (each of which shall, subject only to Clause 18.2, only be capable of being
      effected after having been approved by Extraordinary Resolution) namely:                                                                                    

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|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 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;
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | alteration of the currency in which
      payments under the Notes, Receipts and Coupons are to be made;                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | alteration of the majority required
      to pass an Extraordinary Resolution;                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | the sanctioning of any such scheme
      or proposal as is described in paragraph 18(i) below; and                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 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 of the relevant
      one or more Series 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 THATat
      any adjourned meeting the quorum for the transaction of business comprising
      any of the matters specified in the proviso to paragraph 5 above shall
      be one or more persons present holding Definitive Notes or voting certificates
      or being proxies and holding or representing in the aggregate not less
      than one-third of the nominal amount of the Notes for the time being outstanding.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|7. | Notice of any adjourned meeting
      at which an Extraordinary Resolution is to be submitted shall be given in
      the same manner as notice of an original meeting but as if 10 were substituted
      for 21 in paragraph 3 above and such notice shall state the relevant quorum.
      Subject as aforesaid it shall not be necessary
      to give any notice of an adjourned meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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|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 relevant Issuer, the Trustee or any person present
      holding a Definitive Note of the relevant Series 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 13 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 relevant 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
      Condition 10 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 relevant Issuer, any Subsidiary or holding company of the relevant
      Issuer or any other Subsidiary of any 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 relevant Issuer.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|14. | Subject as provided in paragraph
      13 hereof at any meeting:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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|    | 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 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 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 relevant
      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. | A meeting of the Noteholders shall
      in addition to the powers hereinbefore given have the following powers exercisable
      only by Extraordinary Resolution (subject to the provisions relating to
      quorum contained in paragraphs 5 and 6 above) namely:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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|    | (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 relevant 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 at a meeting
      of the Noteholders duly convened and held in accordance with these presents
      shall be binding upon all the Noteholders whether present or not present
      at such meeting and whether or not voting and upon all Receiptholders and
      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 14 by the relevant Issuer
      within 14 days of such result being knownPROVIDED
      THATthe 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 there at 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.                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|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 relevant
         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 relevant Issuer
      shall have issued and have outstanding Notes of more than one Series the
      foregoing provisions of this Schedule shall have effect subject to the following
      modifications:                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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|    |                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 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 shallmutatis mutandisapply 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.                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                          | If the relevant 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 principal
      amount of such Notes shall (A) 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 relevant Issuer and (B) for the purposes of paragraphs
      5, 6 and 14 above (whether in respect of the meeting or any adjourned such
      meeting or any poll resulting therefrom) be the equivalent at such spot
      rate on the seventh dealing day prior to the day of such meeting. In such
      circumstances, on any poll each person present shall have one vote for each
      l (or such other Euro amount as the Trustee may in its absolute discretion
      stipulate) in principal 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 any the relevant
      Issuer, the Noteholders, the Receiptholders or the Couponholders prescribe
      such further regulations regarding the requisitioning and/or the holding
      of meetings of Noteholders and attendance and voting thereat as the Trustee
      may in its sole discretion think fit.

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SIGNATORIES

|EXECUTED as a deed by                  |           | ) |     
|-------------------------------------- | --------- | - | ----
|UNITED UTILITIES PLC                   |           | ) |     
|acting by:                             |           | ) |     
|                                       |           |   |     
|                                       |           |   |     
|Director                               | S. BATEY  |  
|                                       |           |   |     
|                                       |           |   |     
|Secretary                              | T. RAYNER |  
|                                       |           |   |     
|                                       |           |   |     
|                                       |           |   |     
|                                       |           |   |     
|EXECUTEDas
      a deed by             |           | ) |     
|UNITED UTILITIES                       |           | ) |     
|ELECTRICITY PLC                        |           | ) |     
|acting by:                             |           | ) |     
|                                       |           |   |     
|                                       |           |   |     
|Director                               | S. BATEY  |  
|                                       |           |   |     
|                                       |           |   |     
|Secretary                              | T. RAYNER |  
|                                       |           |   |     
|                                       |           |   |     
|                                       |           |   |     
|                                       |           |   |     
|EXECUTEDas
      a deed by             |           | ) |     
|UNITED UTILITIES WATER PLC             |           | ) |     
|acting by:                             |           | ) |     
|                                       |           |   |     
|                                       |           |   |     
|Director                               | S. BATEY  |  
|                                       |           |   |     
|Secretary                              | T. RAYNER |  
|                                       |           |   |     
|                                       |           |   |     
|                                       |           |   |     
|                                       |           |   |     
|THE COMMON SEALof                      |           | ) |     
|THE LAW DEBENTURE TRUST                |           | ) | SEAL
|CORPORATION p.l.c.was
      affixed to |           | ) |     
|this deed in the presence of:          |           | ) |     
|                                       |           |   |     
|                                       |           |   |     
|Director                               | R. RANCE  |  
|                                       |           |   |     
|Authorised Signatory                   | L. WINES  |  

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